Supernova Partners Acquisition Company

Supernova Partners Acquisition Company
Supernova Partners Acquisition Company


Supernova Partners Acquisition Company, Inc., a newly formed blank check company, was established by Spencer Rascoff, Alexander Klabin, Robert Reid and Michael Clifton to leverage their extensive experience in acquiring, building, operating and scaling businesses in constantly evolving environments. We intend to partner with an advantaged growth company that benefits from thematic shifts and tech-enabled trends.

Our team has decades of operational, investment and acquisition experience across both public and private companies. Mr. Rascoff is a serial entrepreneur who co-founded Hotwire and Zillow, and who led Zillow as Chief Executive Officer (“CEO”) for nearly a decade. Mr. Klabin is an accomplished investor and entrepreneur who co-founded Senator Investment Group in 2008 and successfully navigated the firm through complicated equity and credit market environments during his 12-year tenure as Co-Chief Investment Officer. Mr. Reid is an experienced investor who spent 21 years at Blackstone, where he was a Senior Managing Director in the Private Equity Group. Mr. Clifton has been an investor and financial professional for over 18 years and was most recently a senior investment professional at The Carlyle Group.

We believe our collective experience provides us a distinctive ability to identify and partner with a high-quality company and add value through active and engaged involvement with its management team.

We were incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a business combination with us.

Competitive advantages

Our sourcing and transactional experience

Each of the members of our team is an accomplished investor with a strong track record of identifying, sourcing and executing a wide variety of transactions, from small tuck-ins to mega-mergers to growth investments globally across a range of macroeconomic and industry cycles.

With decades of experience as entrepreneurs, operating executives and investors, our team has expansive networks to help source transactions. We have earned the respect and trust of founders and company CEOs, as reflected by the independent Board members we have assembled.

Our partner will benefit from the trust our collective team has built with the investing and technology community over the last three decades. Our team has tenured relationships with some of the largest long-term public market investors. We will be strong supporters of the target company from the initial business combination through the evolution of the company over the years to come. Our complementary transaction experience is a key differentiator that will enable the management team to navigate the combination process.

Our operating experience

Our team has extensive operating experience and has demonstrated the ability to scale businesses across sectors and create immense value for shareholders over time. Our team has a strong focus on culture and they have created award-winning workplaces. Our team has served as advisors, investors and board members to companies across all stages of business lifecycles, and have managed companies and investment strategies through ever-changing markets and world events.

In 2018, Mr. Rascoff led Zillow through a seminal business model pivot when it launched Zillow Offers, an expansion into the buying and selling of homes and a materially different business than Zillow’s existing online advertising business. This launch necessitated extensive communications with investors, many of whom were initially dubious of the new strategy. This pivot also led to a wholesale re-imagining of Zillow’s corporate structure and culture, as Zillow evolved from a vertical technology company with an online marketplace to one that required operational efficiency and asset intensity. Today, Zillow Offers is considered a core pillar of Zillow’s business and Mr. Rascoff’s strategic shift has resulted in meaningful value creation for Zillow Group’s shareholders.

At Senator, Mr. Klabin, alongside his partner, built, scaled and managed the firm’s business during an incredibly complex time in global financial markets and the investment management industry. He successfully navigated the firm and its investment portfolio through the Great Financial Crisis (2008-2009), the European Sovereign Crisis (2011), the Global Growth Slowdown (2015-2016) and numerous other periods of stress in funding and capital markets. His track record of generating value for multiple stakeholders is underscored by Senator’s strong risk-adjusted returns and growth in assets under management during his tenure.

Given the rapidly evolving technology landscape, management teams benefit from advice from seasoned operators who have experience scaling businesses and accessing capital markets. Our team’s combined and complementary experience of managing companies throughout business cycles will be an advantage for a potential partner company.

Our commitment to helping our partner company avoid the potential pitfalls faced by newly public and growing companies

As entrepreneurs ourselves, our management team is “all-in”—we have committed to all of the risk capital associated with this offering and Mr. Klabin and Mr. Rascoff have committed $50 million pursuant to forward purchase agreements as described under “Description of Securities—Forward Purchase Agreements.”

We are well-situated to help guide our partner through the challenges of being a publicly traded company. Our team’s operating and transactional experience, along with that of our Board, will help our partner company build and scale over many years. We have assembled a Board that includes operating executives from companies of wide-ranging sizes, stages and sectors. Our Board members have experienced the various challenges of entrepreneurship and management from taking resource-constrained companies from scratch to scale and pivoting global strategies as technology trends and competitive forces shift.

Market opportunity

We believe that there are significant opportunities to invest in advantaged growth companies that are well-positioned to benefit from thematic shifts and tech-enabled trends and are valued between approximately $1 billion and $5 billion. Given our team’s extensive and complementary experience, we will seek to partner with a company in the broader technology sector. Our robust acquisition strategy and process will enable us to evaluate a broad range of attractive opportunities. We believe our management team’s combination of capabilities and experiences will make a business combination with Supernova a particularly attractive path for company leaders seeking partnership during and beyond the business combination.

Our team’s collective experience managing, acquiring and investing in technology and growth businesses positions us well for this opportunity.

Our management team

Spencer Rascoff, Co-Chair

Mr. Rascoff is a serial founder with deep operational experience. He co-founded Zillow, Hotwire, a soon-to-be-announced stealth startup and dot.LA, and served as CEO of Zillow for nearly a decade. He scaled Zillow from a small private, venture-funded company to a publicly traded company with over 4,500 employees and over $3 billion in revenue, during the last twelve months ended June 30, 2020, and a household name. Zillow’s market capitalization today was approximately $20 billion, as of September 11, 2020.

During Mr. Rascoff’s tenure as Zillow’s CEO, he led the acquisition and subsequent integration of 15 businesses including the acquisition and integration of Trulia, Zillow’s then-largest direct competitor. He also led Zillow through its IPO, where he was instrumental in leveraging Zillow’s IPO as a substantial consumer branding event.

During his tenure as CEO of Zillow, Mr. Rascoff created and maintained a corporate culture that was frequently recognized as exemplary, receiving awards from Fortune Best Places to Work, Glassdoor, The Seattle Times, and many other organizations. With a focus on diversity, equity and inclusion, Zillow created employee affinity networks and was twice named to Bloomberg’s Gender Equality Index.

Prior to Zillow, Mr. Rascoff co-founded Hotwire, where he ran corporate development through the company’s launch, the aftermath of 9/11, and ultimately the sale of the business to Expedia for $685 million.

Mr. Rascoff’s experience as a high-profile and successful technology executive—as well as his role as an active angel investor who has backed more than 50 startups—has enabled him to build trusted and deep relationships with many technology startup executives.

Mr. Rascoff is currently on the board of directors of Palantir. He formerly served on the board of directors of several other public and private technology companies, including Zillow Group, TripAdvisor, Zulily and Julep. Before his consumer Internet career, Mr. Rascoff worked in the Investment Banking division at Goldman Sachs and in private equity at TPG Capital. He is also a member of the Young Presidents’ Organization and has served as a Visiting Executive Professor at Harvard Business School. Mr. Rascoff graduated cum laude from Harvard University.

Alexander Klabin, Co-Chair

Mr. Klabin is an accomplished investor and entrepreneur. He will soon become Executive Chairman of Sotheby’s Financial Services, responsible for building and leading an expanded executive management team to help Sotheby’s further modernize its underwriting process, improve its access to capital markets and develop

innovative financing solutions. He co-founded Senator Investment Group in 2008 and navigated the firm through complicated equity and credit market environments during his 12-year tenure as Managing Partner and Co-Chief Investment Officer. Alongside his colleagues at Senator, Mr. Klabin both protected investor capital during the Great Financial Crisis and subsequently capitalized on the resurgence in financial markets and the economy in the years that followed.

Mr. Klabin built and scaled Senator to be a widely respected investment management firm that managed up to approximately $10 billion in assets. During his tenure, Senator managed capital on behalf of many of the largest pensions, endowments, sovereign wealth funds, and family offices globally.

Under Mr. Klabin’s leadership, Senator became known for pursuing differentiated thematic and event-driven investments in public and private securities across both credit and equity.

At Senator, Mr. Klabin created a primary research initiative that incorporated proprietary data to augment traditional fundamental research with the goal of proactively identifying companies and industries at timely inflection points. Over the years, his proprietary research team has done deep and differentiated work on emerging themes and trends including the future of work, the care economy, re-commerce, industrial automation, robotic automation processing, sports data and technology, digital health, digital payments and financial technology, and cybersecurity, among numerous others.

Prior to co-founding Senator, Mr. Klabin worked at York Capital Management and Quadrangle Group. Mr. Klabin began his career in the M&A department at Goldman Sachs. He is a member of the board of directors of Enstructure, Faherty Brand and The Nantucket Project. Additionally, he serves as a Trustee of the New York Philharmonic, The Allen-Stevenson School and is a member of the Leadership Council of The Robin Hood Foundation. Mr. Klabin received a Bachelor of Arts degree in English Literature from Princeton University.

Robert Reid, CEO

Mr. Reid has more than two decades of investment, acquisition and operating experience with a focus primarily on technology and technology-related businesses.

Mr. Reid was a Senior Managing Director at Blackstone, where he helped lead over 15 private equity investments representing over $40 billion in transaction value across a range of industries and geographies. In his 21 years at Blackstone, Mr. Reid sourced, evaluated and executed a range of transaction types including growth capital, buyouts and distressed opportunities. He was a member of Blackstone’s Private Equity Investment Committee and was one of the senior partners helping lead the firm’s private equity efforts in Europe from 2012 to 2016.

Mr. Reid has served on several public and private boards, including Scout24, one of the largest online classified business in Germany, SESAC, a large music performance rights organization and Nielsen, a leading consumer and media measurement business. Prior to joining Blackstone, Mr. Reid worked in the Investment Banking division at Morgan Stanley. He earned a degree in economics and graduated magna cum laude from Princeton University.

Michael Clifton, CFO

Mr. Clifton has been an investor and financial professional for over 18 years. He was most recently a senior investment professional at The Carlyle Group for approximately a decade as a member of its flagship U.S. Buyout team where he helped lead Carlyle’s investing activities in the technology and business services sectors. During his tenure he worked on transactions involving companies in multiple sectors, including enterprise software, FinTech and IT services. He has served on four private boards and has been a board observer of a public company.

Over his career, Mr. Clifton has been involved in transactions with a total value in excess of $30 billion, including multiple leveraged buyouts, growth investments, carve-outs, and turnarounds. Mr. Clifton has substantial public market experience and has helped lead the public exits of three portfolio companies, representing the sale of over $5 billion in equity. He has helped lead every aspect of a public exit, from IPO preparation to marketed secondaries and block trades. He also has extensive public and private debt financing experience. Prior to joining Carlyle, Mr. Clifton worked at two mid-market private equity firms, as well as in the M&A group of Bank of America Securities. He earned a Bachelor of Arts, cum laude, in classics from Davidson College and an MBA with High Distinction from the Harvard Business School where he was a Baker Scholar.

Our forward purchase agreements and committed capital

We believe our ability to complete our initial business combination will be enhanced by the certainty associated with entering into forward purchase agreements with entities controlled by Mr. Klabin and Mr. Rascoff, pursuant to which the forward purchasers have agreed to purchase, in the aggregate, 5,000,000 shares of our Class A common stock, plus an aggregate of 1,666,667 warrants exercisable to purchase one share of our Class A common stock at $11.50 per share, subject to adjustments, for an aggregate purchase price of $50,000,000, or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of our initial business combination.

The terms of the forward purchase shares and forward purchase warrants, respectively, will generally be identical to the terms of the shares of Class A common stock and the redeemable warrants included in the units being issued in this offering, except that the forward purchase securities will have certain registration rights, as described herein.

The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. These purchases will be made regardless of whether any shares of our Class A common stock are redeemed by our public stockholders and are intended to provide us with a minimum funding level for our initial business combination. We believe this committed capital will make us more attractive to a potential business combination target.

Acquisition strategy

Our team possesses a comprehensive set of relevant skills and experiences across public and private investing and proven operating experience. Our acquisition strategy focuses on leveraging these skills and experiences to create a robust acquisition process. Our team actively tracks various thematic shifts across tech-enabled sectors to identify technology trends and competitive developments.

Consistent with our acquisition process, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines as primary filters in evaluating acquisition opportunities, but we may decide to enter into our initial combination with a target business that does not meet some of these criteria and guidelines. We intend to focus on businesses with:

  • Large addressable market. We will focus on investing in a business that addresses a large market that creates the opportunity for attractive long-term growth prospects.
  • Growth. We believe that sustainable growth provides a company with access to the capital, talent and resources necessary for long-term success.
  • Management team. We intend to partner with a management team that has a well-defined vision for the company and the sector in which they operate. We intend to identify a management team with a proven track record in managing and scaling businesses.
  • Competitive differentiation. We seek a business that maintains strong and defensible competitive moats. We believe these competitive advantages over time will lead to durable and profitable growth.
  • Economic model. We intend to leverage our extensive experience in understanding and evaluating various business models to identify businesses with compelling unit economics that will underpin the trajectory of the business over time.
  • Scalability. We seek to partner with a company that will be able to significantly scale its operations to take advantage of its opportunities. We intend to leverage our experience in scaling businesses in order to help accelerate growth.
  • Culture. Our team’s experience has shown that the relationship a company has with its employees and other stakeholders can contribute positively to a company’s success, and we therefore intend to partner with a company that has a transparent corporate culture anchored in strong values.
  • Valuation. We are nimble, experienced and sophisticated investors with a keen understanding of fundamental value. We expect to complete a business combination that pairs significant upside potential with limited downside risks.

After the initial business combination we plan to partner with the management team of the post-business combination entity in a variety of ways. This includes providing advice on how to effectively and efficiently scale the business, access to our vast network of partners and potential customers, advice on accessing the public markets, as well as insights into mergers and acquisitions, capital allocation, hiring and company culture building. We believe that our complementary combination of diverse skills, as well as our focus on establishing a true long-term partnership, will make us a partner of choice for advantaged growth companies benefiting from thematic shifts and tech-enabled trends.

Source : S-1 filing link.

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