Joby Aviation to List on NYSE Through Merger With Reinvent Technology Partners

Joby Aviation Aircraft (source: Business Wire)

FEBRUARY 24, 2021 7:00AM EST

Company has spent more than a decade developing piloted, all-electric, vertical takeoff and landing passenger aircraft, with over 1,000 test flights conducted to date

Intends to operate clean, quiet and affordable air taxi service starting in 2024

First company to agree certification basis for an eVTOL aircraft with FAA

First company to be granted airworthiness approval for an eVTOL aircraft by U.S. Air Force

Company has strategic partnership with Toyota for production and recently acquired Uber Elevate

Transaction values combined company at $6.6 billion post-money equity value, and is expected to provide approximately $1.6 billion in gross proceeds

Includes $910 million of fully committed funding (inclusive of an $835 million fully committed PIPE) anchored by strategic partners and institutional investors including Uber Technologies, Inc., The Baupost Group, funds and accounts managed by BlackRock, Fidelity Management & Research LLC and Baillie Gifford

Up to five-year lock-up agreement and price-based vesting on certain sponsor shares ensures unprecedented long-term alignment, with some shares not vesting until Company achieves $30 billion market capitalization

Proceeds are expected to fund Company through start of passenger service launch, including certification of aircraft and development of manufacturing facilities

Reid Hoffman of Reinvent to join Company Board of Directors

SANTA CRUZ, Calif.--(BUSINESS WIRE)-- Joby Aviation (“Joby” or the “Company”), a transportation company developing an all-electric, vertical take-off and landing aircraft that it intends to operate as a commercial passenger aircraft beginning in 2024, has entered into a definitive business combination agreement with Reinvent Technology Partners (“Reinvent” or “RTP”) (NYSE:RTP), a special purpose acquisition company that takes a “venture capital at scale” approach to partnering with bold leaders and companies. 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.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210224005391/en/

Joby Aviation Aircraft (Photo: Business Wire)
Joby Aviation Aircraft (Photo: Business Wire)

With more than 1,000 test flights completed over the last 10 years, Joby Aviation has secured a substantial first-mover advantage in the aerial ridesharing industry. In 2020, the Company became the first to agree to a certification basis for an electric vertical takeoff and landing (“eVTOL”) aircraft with the Federal Aviation Administration (“FAA”) and in the same year received the U.S. Air Force’s first ever airworthiness approval for an eVTOL aircraft.

The Company intends to revolutionize how people move by unlocking the possibility to leapfrog sustainably over the gridlock below in its piloted, four-passenger, emissions free aircraft, which can travel up to 150 miles at speeds up to 200 miles per hour.

The proceeds from this transaction are expected to fund the business through the start of commercial operations, including certification of the aircraft and development of manufacturing facilities.

Management Comments

JoeBen Bevirt, Founder and CEO of Joby Aviation, said:

“For the last decade, we have been laser-focused on one task - developing the best possible technology for this market.

“But our long-term vision has always been to build a global passenger service, helping a billion people to save an hour every day, while contributing to the protection of our precious planet.

“Today’s transaction lets us look ahead to the next decade and provides us with the resources we need to bring our vision to life.

“Since our very first meeting it was clear that Reinvent shared our fundamental desire to have a positive, long-term impact on the world and we couldn’t be more excited to welcome them onboard.”

Paul Sciarra, Executive Chairman of Joby Aviation, said:

“While traveling is central to human existence, it’s often painfully inefficient and is only getting worse.

“By rethinking how air travel is delivered, we can open up new ways of moving around congested cities and under-served rural communities, helping to tackle congestion and climate change at the same time.

“Aerial ridesharing will drive a generational shift in how we travel this century, just as the railroad and the jet aircraft did in previous centuries.”

Reid Hoffman, LinkedIn Co-Founder and Co-Lead Director of Reinvent Technology Partners, who will join the combined company Board of Directors, said:

“Reinvent invests in world-class founders and teams who are developing industry-leading products and services that have the potential to impact millions of lives.

“In Joby we see a remarkable founder-led team that has quietly delivered the most advanced technology we’ve seen in this sector.

“With valuable strategic partnerships including Toyota and Uber, a compelling business model and an unparalleled track-record of executing against its targets, we believe Joby is well-positioned to create a transformative new human-centered mobility network.

“Through our venture capital at scale approach, we are committed to Joby’s long-term success as it continues on its journey to revolutionize commutes and drive decades of innovation in human movement.”

Delivering the Future of Sustainable Transport

Joby Aviation plans to launch commercial operations in the United States in 2024, before scaling its service globally. Air taxi networks can be scaled rapidly and efficiently using existing heliport or airport infrastructure, with the number of routes in a network growing exponentially as new vertiports are introduced.

Joby’s aircraft has been specifically designed to achieve cost-effective manufacturing and operations, allowing the Company to offer affordable flights at scale, democratizing air travel and transforming human networks. The market opportunity for aerial mobility has been estimated at $500+ billion for the United States, while the total addressable global market is expected to exceed $1 trillion.1

In 2020, Toyota Motor Corporation led Joby’s $620 million Series C round, forming a strategic partnership that sees Toyota engineers working shoulder-to-shoulder with Joby on projects such as factory layout and manufacturing process development.

Joby Aviation also recently finalized the terms of an enhanced relationship with Uber Technologies, Inc. that sets Joby apart in terms of commercial readiness. Under the agreement, the companies will integrate their respective services into each other’s apps, enabling future customers to enjoy seamless multi-modal travel. Joby also acquired Uber Elevate, a division of Uber focused on the aerial ridesharing market. The acquisition included key personnel and a suite of software tools focused on multi-modal operations management and demand simulation, fed by Uber’s data.

In December 2020, the U.S. Air Force granted Joby Aviation its first ever airworthiness approval for an eVTOL aircraft as part of its Agility Prime program, designed to accelerate the commercial adoption of electric aviation.

Earlier this month, Joby announced that it had agreed to a “G-1” certification basis for its aircraft with the Federal Aviation Administration. Formalized in 2020, the agreement specifies the requirements that need to be met by Joby’s aircraft for it to be certified for commercial operations. Joby is the first eVTOL aircraft to have achieved this milestone, marking a watershed moment for the industry and providing a clearly defined path for the certification of its aircraft.

Construction is expected to begin on a 450,000 square foot manufacturing facility, designed in conjunction with Toyota, later this year.

The film shows the aircraft taking off vertically before transitioning to forward flight and then landing vertically. Click here to view the footage and here to download the footage.

Transaction Overview

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. All references to cash on the balance sheet, available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public shareholders of RTP and payment of transaction expenses.

Joby and Reinvent have developed an unprecedented structure providing for significant long-term alignment. Both parties have agreed to a long-term lock-up on founder shares for up to five years, and a robust earnout structure with full vesting not realized until the share price reaches $50 per share (implying over a $30 billion market capitalization). Major stockholders and key executives of Joby have agreed to enter into separate lockup agreements as well.

The boards of directors of both Reinvent and Joby have unanimously approved the transaction, which is expected to close by the end of the second quarter of 2021. The transaction remains subject to Reinvent shareholder approval and other customary closing conditions.

Additional information about the proposed transaction will be provided in a Current Report on Form 8-K to be filed by Reinvent today with the Securities and Exchange Commission and available at www.sec.gov.

A more detailed description of the transaction terms and copies of the key transaction agreements will be included in a current report on Form 8-K to be filed by Reinvent with the SEC.

Advisors

Skadden, Arps, Slate, Meagher & Flom LLP, served as legal advisor to Reinvent. Morgan Stanley & Co. LLC and Allen & Company LLC served as placement agents on the PIPE transaction. Latham & Watkins LLP served as legal advisor and Morgan Stanley & Co. LLC and Allen & Company LLC served as financial advisors to Joby.

Conference Call, Webcast and Presentation Information

Management of Joby and RTP will host an investor call on February 24, 2021 at 8:00 A.M. ET to discuss the proposed transaction. The conference call will be accompanied by a detailed investor presentation.

A live webcast of the call will be available here, and can also be accessed on the Joby website here and RTP’s website here. For those who wish to participate by telephone, please dial 1-877-407-3982 (U.S.) or 1-201-493-6780 (International) and reference the Conference ID 13716595. A replay of the call will also be available via webcast here and on the Joby website here.

In addition, RTP will file an investor presentation with the SEC as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SEC’s website at www.sec.gov.

All materials can also be found on the Joby website at jobyaviation.com/investor-relations/ and at https://a.reinventtechnologypartners.com/investor-relations.

About Joby Aviation

Joby Aviation is a California headquartered transportation company developing an all-electric vertical takeoff and landing aircraft which it intends to operate as a fast, quiet, and affordable air taxi service beginning in 2024. The zero emissions aircraft, which is quiet at takeoff and near silent when flying overhead, can transport four passengers and a pilot up to 150 miles on a single charge and can cruise at 200 mph. It is designed to help reduce urban congestion and accelerate the shift to sustainable modes of transit. Founded in 2009, Joby employs more than 700 people, with offices in Santa Cruz, San Carlos, and Marina, California, as well as Washington D.C. and Munich, Germany. To learn more, visit www.jobyaviation.com

About Reinvent Technology Partners

Reinvent Technology Partners is a newly formed special purpose acquisition company led by Reid Hoffman, Mark Pincus and Michael Thompson, that takes a “venture capital at scale” approach to partnering with bold leaders and companies. RTP will support a technology business to innovate and achieve entrepreneurship at scale by leveraging its team’s operating expertise as founders of iconic technology companies, their experience building companies as advisors and board members, and the capital raised in its initial public offering.

[Opinion]

*UAM 산업을 주목할 것. UAM은 언젠간 도래할 미래이나, 현재 일반인들의 입에 오르지 않는 분야라고 판단. UAM을 위한 기술은 갖춰짐. 다만 이제 시작되는 사업인만큼 안전성에 대한 risk와 사회적 합의의 risk가 존재. 그럼에도 언젠간 도래할 사업이므로 장기투자 관점에서 매우 유망하다고 판단.

*전기차, 자율주행, 반도체 등 4차산업혁명시대를 이끌어갈 섹터들은 앞으로 끊임없이 성장할 산업군인 것은 맞으나, 이미 일반인들의 입에도 흔하게 오르내리는 만큼 저평가된 것은 아니기에 성과를 크게 내기는 힘들 수 있음. 그러나 UAM은 이제 도입 시작기인 만큼 여전히 일반인들의 인지에서 벗어나 있는만큼 저평가 되어 있다고 볼 수 있음. UAM 시대는 반드시 도래함. 어떤 UAM 기업이 유망한가 예측하는 것이 관건.

*조비 에비에이션은 도요타와 인텔의 투자를 받음. 이미 자동차/반도체 기업들도 UAM의 시대를 준비하고 있음. 국내에는 현대자동차가 우버 UAM 리스트에 등록하는 데 성공함. 한화시스템도 UAM관련 사업 참여. 중국은 대표적으로 이항이 나스닥에 이미 상장되어 있음. 이항은 사기의혹이 불거지며 주가 대폭락의 전례가 있어 risk가 높다고 판단함.

*미국은 air mobility 산업에 지원을 해줄 여력이 큼. 미공군과의 시너지 기대 가능. (중국의 이항 등 UAM 기업에 뒤쳐지면 안되기에 지원을 할 수 밖에 없을 것으로 판단)

*조비 에비에이션은 RTP를 통해 우회상장할 것을 2/24 발표함. RTP를 통해 IPO가 이루어지면 현재 주가는 엄청난 상승을 경험할 것.

*필자 매수 당시 주가는 평잔 $11.78. SPAC상장가액인 $10대비 약 11-12% 상승한 수준으로 가격 매력도 높다고 판단.