Brivo to Become Publicly Traded Company Through Merger with Crown Proptech Acquisitions

Brivo, Inc. provider of cloud-based access control and smart building technologies, and Crown PropTech Acquisitions (NYSE: CPTK) (“Crown”), a publicly traded special purpose acquisition company, recently announced that they have entered into a definitive merger agreement that will result in Brivo becoming a publicly listed company. The transaction values the company at a pro forma enterprise value of $808 million. Upon closing, the combined company will operate as Brivo, and its Class A common stock is expected to be listed under the ticker symbol “BRVS.” This strategic business combination will enable Brivo to leverage Crown’s experience and relationships as an owner and operator of commercial real estate to accelerate market expansion.

Since its founding in 1999, Brivo has pioneered and defined the cloud-base access control category. Brivo’s leadership was instrumental in transforming the security industry, which at the time was dominated by on-premise client-server technology, and has achieved remarkable growth with the innovative cloud-based hardware and software solutions it began rolling out in 2002. Today, Brivo builds and sells Software-as-a-Service-based (SaaS) building access management services and innovative connected devices to enterprises and property owners through over 1,500 channel partners. These partners provide local sales, service and installation across all classes of commercial real estate including office, industrial, multifamily and retail properties. As it continues to scale, Brivo expects to benefit from the dramatic increase in smart space adoption driven by the PropTech boom, the growing customer preference for cloud-based services, the new normal in safety and health, and a shift in security integrator channel sentiment – which has swung from 20% to 75% in favor of the cloud over the last five years.

Brivo has become the single largest access control system in the world, serving a large, diversified global customer base of more than 44,500 customer accounts comprising over 300 million square feet of commercial property, 330,000 doors and 23 million credentialed Brivo users across 42 countries, all 50 states and Puerto Rico. Corporations and owners and operators of commercial real estate that use Brivo’s technology and services include Greystar, Whole Foods, NTT, DocuSign and Realogy. Brivo’s foundational platform for smart spaces includes access management, sensor monitoring, visual awareness, visitor and delivery management, and AI-driven data analytics, providing customers with all the core functionality required to operate, glean valuable insights, and optimize the performance of their buildings.

Brivo’s sustained double-digit annual growth has been driven by constant innovation coupled with a focused land and expand strategy that has successfully increased annual recurring revenue over time by scaling customer adoption of products and services. The company’s extensive channel partner ecosystem is a key differentiator that allows Brivo to achieve attractive unit economics that drive highly productive and profitable customer relationships, with a compelling lifetime value (LTV) to customer acquisition cost (CAC) ratio of 6.1x. The company has significant organic growth opportunities with strong visibility into future financial performance from its high-retention SaaS-based model.

“Brivo is unique not only in that we created the category-defining smart spaces platform, but that our products and services are foundational systems within our customers’ buildings, ensuring the safety and security of their tenants, residents and employees,” said Steve Van Till, Founder and CEO of Brivo. “We have more experience executing on a cloud-based access control model and successfully creating innovative smart devices than any other company in the world. This is demonstrated by our market position and channel penetration vs other cloud-based access control providers. We have a track record of innovation, a network of sales and service channel partners, and direct insights into the needs of customers across all classes of commercial real estate – including enterprise, which is a meaningful differentiator for Brivo. We are entering our next phase of growth as a public company supported by favorable secular tailwinds driving a smart spaces revolution, and Brivo is uniquely positioned to continue to capture the growing opportunity as we realize exceptional customer buy-in, continued expansion and high levels of retention.”

Dean Drako, Chairman of Brivo, added, “Brivo is the most sophisticated and mature cloud-based access control platform on the market and enjoys a highly compelling growth trajectory. This transaction will provide us with a significant source of capital to continue to fuel innovation and introduce high-quality products and services that protect lives and assets. Brivo is truly first and best in class, with a significant head start on others that have more recently entered this rapidly growing space. We look forward to continuing to set the industry standard and expand our position as the category leader.”

Richard Chera, Chairman and CEO of Crown PropTech Acquisitions, commented, “As an owner and operator of a sizable portfolio of commercial properties, we recognize the significant value Brivo brings to the ecosystem, and we believe there is a compelling opportunity to leverage our experience and relationships to further establish the company as the pre-eminent provider of cloud-based access control and smart building technology. Brivo has demonstrated its value through its strong subscription revenues, retention rates, network of channel partners, and successful land and expand strategy, creating a highly loyal customer base. We look forward to supporting Steve and the team as they advance their strategic priorities.”

Golub Capital Credit Opportunities has agreed to lead $75 million in a convertible note to the combined company that will close concurrently with the business combination subject to satisfaction of related conditions. Eagle Eye Networks is also a strategic investor in the PIPE. There is approximately $276 million currently held in Crown’s trust account, subject to any redemptions by Crown shareholders. Existing Brivo shareholders will roll over 100 percent of their equity, retaining 69 percent ownership in the pro forma company. Assuming no redemptions, Crown shareholders will own approximately 31 percent of the combined company.

“We are excited to provide a highly structured and flexible financing solution to support Brivo, the market-leading provider of cloud-based access control solutions in the enterprise and commercial segments,” said Marko Soldo, Head of Golub Capital Credit Opportunities. “We think Brivo’s strong management team, coupled with Crown’s deep experience in real estate and the leadership of a proven serial technology entrepreneur like Dean Drako make for a world-class combination.”

The business combination will provide Brivo with up to $304 million of capital to advance its mission of delivering the highest quality products and services to protect its customers and to fuel growth via the expansion of sales and marketing, customer acquisition, SaaS service expansion and product development, with the actual amount of capital provided depending on the level of redemptions by Crown shareholders. The company has substantial runway within its current user base and a focused commercial strategy to drive market penetration and upselling. Brivo expects to generate $417 million in revenue and an annualized $290 million in annual recurring revenue in 2025, representing 2021E to 2025E CAGRs of 55% and 70%, respectively.

Brivo’s proven management team – including Van Till, COO John Szczygiel, CFO Mike Voslow and CTO Jeff Nielsen – will continue to operate and manage the combined company following the transaction. Dean Drako, founding CEO of Barracuda Networks, will continue to serve Brivo’s chairman of the board. The boards of directors of Brivo and Crown have unanimously approved the business combination. The transaction will require the approval of the stockholders of Crown, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the first half of 2022.

Imperial Capital is acting as financial advisor, and Latham & Watkins LLP is acting as legal advisor to Brivo.

RBC Capital Markets, LLC is acting as financial advisor and capital markets advisor to Crown, and as exclusive placement agent on the private placement. Davis Polk & Wardwell LLP is acting as legal advisor to Crown. Shearman & Sterling LLP is acting as legal advisor to RBC Capital Markets, LLC.

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