Planet Labs to be Acquired by Advent International for $2.6B

TL;DR

Planet Labs is going private! Advent International is buying them for $2.6B.

AI Summary

Planet Labs PBC announced on June 24, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Advent International Corporation. The transaction is valued at approximately $2.6 billion, including the assumption of net debt. This acquisition is expected to close in the second half of 2024.

Why It Matters

This acquisition by a private equity firm could lead to significant changes in Planet Labs' strategy and operations, potentially impacting its public market presence and future growth trajectory.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals, which introduce a degree of uncertainty until completion.

Key Numbers

• $2.6B — Transaction Value (Total value of the acquisition, including assumed debt.)

Key Players & Entities

• Planet Labs PBC (company) — Company being acquired
• Advent International Corporation (company) — Acquiring entity
• $2.6 billion (dollar_amount) — Total transaction value
• June 24, 2024 (date) — Date of announcement

FAQ

Key Financial Figures

• $0.0001 — which registered Class A common stock, $0.0001 par value per share PL New York Stock
• $11.50 — mon stock, each at an exercise price of $11.50 per share PLWS New York Stock Exchang
• $9.5 million — non-recurring charges of approximately $9.5 million to $10.5 million in aggregate pre-tax c
• $10.5 million — harges of approximately $9.5 million to $10.5 million in aggregate pre-tax costs in connectio

Filing Documents

• pl-20240624.htm (8-K) — 32KB
• 0001836833-24-000070.txt ( ) — 196KB
• pl-20240624.xsd (EX-101.SCH) — 2KB
• pl-20240624_def.xml (EX-101.DEF) — 16KB
• pl-20240624_lab.xml (EX-101.LAB) — 27KB
• pl-20240624_pre.xml (EX-101.PRE) — 16KB
• pl-20240624_htm.xml (XML) — 4KB

05 Costs Associated with Exit or Disposal Activities

Item 2.05 Costs Associated with Exit or Disposal Activities. On June 24, 2024, Planet Labs PBC (the "Company") committed to a plan to reduce its global headcount by approximately 180 employees, which represents approximately 17% of the Company's total number of employees prior to the reduction (the "headcount reduction"). This action was taken consistent with the Company's ongoing focus on aligning the Company's resources to the market opportunity, improving operational efficiency, and supporting the long-term growth and profitability of the business. As a result of the headcount reduction, the Company estimates that it will incur non-recurring charges of approximately $9.5 million to $10.5 million in aggregate pre-tax costs in connection with the reduction, consisting of one-time severance and other termination benefit costs. The Company expects that the majority of these charges will be incurred in the second quarter of fiscal 2025, and that the headcount reductions, including related cash payments, will be substantially complete by the end of the fiscal year ending January 31, 2025. The foregoing amounts do not include any non-cash charges associated with stock-based compensation. The timing and cost estimates related to the headcount reduction plan are subject to a number of assumptions and actual results may differ materially from those expected and disclosed above. The Company intends to exclude the charges associated with the headcount reduction from its non-GAAP financial metrics, including Adjusted EBITDA.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 26, 2024, the Company confirmed there have been no changes to its previously issued financial guidance or targets provided in its last earnings announcement on June 6, 2024. The information in this Item 7.01 of this Current Report on Form 8-K is furnished herewith and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Forward-looking Statements

Forward-looking Statements Except for the historical information contained herein, the matters set forth in this Current Report on Form 8-K are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Company's financial guidance for the second quarter of fiscal year 2025, statements regarding estimated costs and benefits related to the headcount reduction plan and other actions, including whether the headcount reduction, or any other actions, will help the Company achieve its long-term strategy or profitability, the expected timing of actions, costs and intended benefits related to the headcount reduction plan and other actions, and the fact that the Company intends to exclude certain charges from its non-GAAP financial measures. Forward-looking statements are based on the Company's management's beliefs, as well as assumptions made by, and information currently available to them. Because such statements are based on expectations as to future events and results and are not statements of fact, actual results may differ materially from those projected. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, the risk that costs may be greater than expected and that benefits may be lower than expected; that there may be unanticipated charges not currently contemplated that may occur as a result of the headcount reduction plan; that the headcount reduction may adversely affect the Company's ability to attract and retain qualified personnel and that the implementation of the reduction may be distracting to employees and management; that the headcount reduction plan may negatively impact the Company's business operations and reputation; that the headcount reduction plan may not generate the intended benefits to the extent or on the timeline as expected; and other risk factors

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Planet Labs PBC Date: June 26, 2024 By: /s/ Ashley Johnson Ashley Johnson President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR