Joby Aviation’s Merger With Reinvent Technology Partners

Skadden, Arps, Slate, Meagher & Flom LLP advised Reinvent, while Latham & Watkins LLP advised Joby on the deal. Davis Polk advised the placement agents on the PIPE transaction.

Reinvent Technology Partners, a special purpose acquisition company, has entered into a definitive business combination agreement with Joby Aviation, a transportation company developing an all-electric, vertical take-off and landing aircraft. Upon the closing of the transaction, the combined company will be named Joby Aviation, and become publicly traded, with its common stock expected to be listed on the New York Stock Exchange. 

The pro forma implied market capitalization of the combined company is $6.6 billion, at the $10.00 per share PIPE subscription price and assuming no public shareholders of Reinvent exercise their redemption rights. The Company will receive at the time of transaction close up to $690 million in proceeds from Reinvent’s cash in trust and an $835 million private placement of common stock at a $10.00 per share value and will also convert a $75 million convertible note into common stock at a $10.00 per share value. The private placement is led by strategic and institutional investors including The Baupost Group, funds and accounts managed by BlackRock, Fidelity Management & Research LLC and Baillie Gifford. Existing Joby shareholders have agreed to roll 100% of their equity into the new company and will remain majority owners of the combined company at closing.

Morgan Stanley & Co. LLC and Allen & Company LLC served as placement agents on the PIPE transaction, and served as financial advisors to Joby.

The Skadden team advising Reinvent included M&A partners Howard Ellin (Picture) and Christopher Barlow, and associates Yingchuan (Grace) Mo, Sean Coburn and Gurjot Kaur; Corporate Restructuring partner Shana Elberg, and associates Moshe Jacob and Bram Strochlic; Tax partner Victor Hollender; Executive Compensation and Benefits partner Joseph Yaffe (Palo Alto/Los Angeles) and counsel Linda Barrett; and Investment Management partner Heather Cruz and associate Prem Amarnani.

Latham & Watkins LLP represented Joby Aviation in the SPAC transaction with a team led by Houston partner Ryan Maierson and Bay Area partners Jack Sheridan, Benjamin Potter, and Saad Khanani, with Orange County associates Brian Umanoff, Madison Mapes, and Tiana Baghdikian. The capital markets deal team was led by Bay Area partner Brian Paulson, with Bay Area associates Michael Podolny, Betsie Stukenborg, and Adam Weber. Advice was also provided on tax matters by Bay Area partner Kirt Switzer, with Bay Area associate Jessica Chen; on benefits and compensation matters by Bay Area partner James Metz, with Bay Area associates James Robinson and Erik Ward; on technology transactions matters by Bay Area partner Anthony Klein and Bay Area counsel Arielle Singh, with Bay Area associate Adam Kaldor; on antitrust and competition matters by Bay Area partner Joshua Holian and Washington, D.C. counsel Patrick English; on government contracts matters by Washington, D.C. counsel Kyle Jefcoat, with Washington, D.C. associate Allen Perry; and on data privacy and security matters by Washington, D.C. counsel Marissa Boynton.

Davis Polk advised the placement agents with partners Richard D. Truesdell Jr. and Lee Hochbaum and counsel Jennifer Ying Lan. 

Involved fees earner: Lee Hochbaum – Davis Polk & Wardwell; Richard Truesdell Jr. – Davis Polk & Wardwell; Jennifer Ying Lan – Davis Polk & Wardwell; Marissa Boynton – Latham & Watkins; Jessica Chen – Latham & Watkins; Patrick English – Latham & Watkins; Joshua Holian – Latham & Watkins; Kyle Jefcoat – Latham & Watkins; Adam Kaldor – Latham & Watkins; Saad Khanani – Latham & Watkins; Anthony Klein – Latham & Watkins; Ryan Maierson – Latham & Watkins; Madison Mapes – Latham & Watkins; James Metz – Latham & Watkins; Brian Paulson – Latham & Watkins; Allen Perry – Latham & Watkins; Michael Podolny – Latham & Watkins; Benjamin Potter – Latham & Watkins; James Robinson – Latham & Watkins; Jack Sheridan – Latham & Watkins; Arielle Singh – Latham & Watkins; Betsie Stukenborg – Latham & Watkins; Kirt Switzer – Latham & Watkins; Brian Umanoff – Latham & Watkins; Erik Ward – Latham & Watkins; Adam Weber – Latham & Watkins; Christopher Barlow – Skadden Arps Slate Meager & Flom; Linda Barrett – Skadden Arps Slate Meager & Flom; Sean Coburn – Skadden Arps Slate Meager & Flom; Shana Elberg – Skadden Arps Slate Meager & Flom; Howard Ellin – Skadden Arps Slate Meager & Flom; Victor Hollender – Skadden Arps Slate Meager & Flom; Moshe Jacob – Skadden Arps Slate Meager & Flom; Gurjot Kaur – Skadden Arps Slate Meager & Flom; Grace Yingchuan Mo – Skadden Arps Slate Meager & Flom; Bram Strochlic – Skadden Arps Slate Meager & Flom; Joseph Yaffe – Skadden Arps Slate Meager & Flom;

Law Firms: Davis Polk & Wardwell; Latham & Watkins; Skadden Arps Slate Meager & Flom;

Clients: Allen & Company LLC; Joby Aviation; Morgan Stanley; Reinvent Technology Partners;

Martina Bellini

Author: Martina Bellini