Datto Holding Corp. Is Offering 22,000,000 Shares of Its Common Stock
Total Page:16
File Type:pdf, Size:1020Kb
22,000,000 Shares COMMON STOCK Datto Holding Corp. is offering 22,000,000 shares of its common stock. This is our initial public offering, and no public market currently exists for our shares. The initial public offering price is $27.00 per share. We have been approved to list our common stock on the New York Stock Exchange under the symbol “MSP.” We are an “emerging growth company” as defined under the federal securities laws. Investing in our common stock involves risks. See “Risk Factors” beginning on page 18. Immediately after this offering funds controlled by our equity sponsor, Vista Equity Partners, will own approximately 72.2% of our outstanding common stock (or 70.7% of our outstanding common stock if the underwriters’ option to purchase additional shares is exercised in full). As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange. See “Management—Corporate Governance—Controlled Company Status.” PRICE $27.00 A SHARE Underwriting Discounts Price to and Proceeds to Public Commissions(1) Datto Per Share ............................ $27.00 $1.63863 $25.36137 Total ................................ $594,000,000 $36,049,860 $557,950,140 (1) See “Underwriting” for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 7% of the shares of common stock offered by this prospectus for sale, at the initial public offering price, to certain persons associated with us. See the section titled “Underwriting—Directed Share Program.” We have granted the underwriters the right to purchase up to an additional 3,300,000 shares of common stock solely to cover over-allotments, if any. One or more entities affiliated with Investment Group of Santa Barbara, LLC, or IGSB, and one or more entities affiliated with Dragoneer Investment Group, LLC, or Dragoneer, have together indicated an interest in purchasing up to a combined 20% of the shares of common stock offered in this offering at the initial public offering price. This indication of interest is not a binding agreement or commitment to purchase. As a result, IGSB or Dragoneer could determine to purchase more, less or no shares in this offering, or the underwriters could determine to sell more, fewer or no shares to IGSB or to Dragoneer. The underwriters will receive the same discount on any of the shares sold to IGSB or to Dragoneer as they will from any other shares sold to the public in the offering. The Securities and Exchange Commission and state regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on October 23, 2020. MORGAN STANLEY BOFA SECURITIES BARCLAYS CREDIT SUISSE Citigroup Jefferies RBC Capital Markets Evercore ISI BMO Capital Markets Macquarie Capital Mizuho Securities William Blair Ramirez & Co., Inc. Siebert Williams Shank October 20, 2020 Our Mission We create enterprise-grade technology for small and medium businesses delivered through our growing, global network of managed service provider (MSP) partners Our Philosophy We are committed to the success of MSPs – it is the foundation of our strategy and culture $507M 1 115% 1 ARR Dollar-based Net Retention 17,000+1 1,000+1 MSP Partners MSP Partners Contributing $100K+ ARR 19% 2 22%3,4 YoY Subscription LTM Adjusted Revenue Growth EBITDA Margin $5M 3 ($31M) LTM Net Income 2019 Net Loss 1. Point in time figures as of June 30, 2020 2. Year-over-Year (YoY) figures compare Six Months Ended June 30, 2020 to Six Months Ended June 30, 2019 3. For the twelve months ended June 30, 2020 4. See Non-GAAP reconciliation for reconciliation of Adjusted EBITDA to Net Income Datto’s Integrated, Cloud-Managed Platform is Purpose-Built to Empower MSPs in Serving SMBs Protect Any Workload Securely Connect in Any Location with Customers to Workloads Anywhere Failover tem for Managed osys Ser Ec vic en es Op ity inu t N on e C tw d curity Solutio o e Se ns r fi k i i n n U g Additional Platform Offerings B t us en in m ess age Man Mitigate Cybersecurity Risk Digitize MSPs to Improve Their Customers’ Experience TABLE OF CONTENTS Page Page Letter from Tim Weller, Chief Executive Management ........................... 129 Officer .............................. ii Executive Compensation ................. 136 Prospectus Summary .................... 1 Principal Shareholders ................... 143 Risk Factors ........................... 18 Certain Relationships and Related Party Forward-Looking Statements .............. 64 Transactions ......................... 145 Market and Industry Data ................. 67 Description of Certain Indebtedness ......... 148 Use of Proceeds ........................ 68 Description of Capital Stock ............... 153 Dividend Policy ........................ 69 Shares Eligible for Future Sale ............. 160 Capitalization .......................... 70 Material U.S. Federal Income Tax Dilution ............................... 72 Consequences to Non-U.S. Holders ....... 162 Selected Consolidated Financial Data ....... 74 Underwriting ........................... 167 Management’s Discussion and Analysis of Legal Matters .......................... 175 Financial Condition and Results of Experts ............................... 175 Operations ........................... 77 Where You Can Find More Information ..... 175 Business .............................. 110 Index to Consolidated Financial Statements . F-1 Through and including November 14, 2020 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission, or SEC. Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock. Our business, financial condition, results of operations and prospects may have changed since such date. For investors outside of the United States, neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. Letter from Tim Weller, Chief Executive Officer Datto’s journey since inception has been the story of the community we serve as partners—Managed Service Providers (MSPs)—as much as the story of our company. When I joined Datto just over three years ago, it was immediately apparent that while Datto’s core was technology innovation, the most unique aspect of the story was the complete alignment with MSP channel partners in their quest to digitally transform Small and Medium Businesses (SMBs) around the world. Datto’s passion is to serve MSPs in that quest by creating enterprise-grade technology purpose-built for MSPs. Our 17,000 partners around the world will not be surprised that we chose “MSP” as our ticker symbol. Datto is the MSP Technology Company. How is that evidenced in our actions? • We foster an MSP-centric culture—actual MSP partners speak at each new employee orientation to nurture that environment from day one • We enable MSPs to build and grow recurring revenue businesses for sustainable value • We design simplicity in our solutions to save time for MSPs and their customers • We deliver leading-edge digital content and an online marketing platform for MSPs to use with their SMB prospects and customers • We help build the MSP community through our world-class live and virtual events • We integrate across our own products and throughout an open ecosystem of other vendors providing solutions for MSPs • We eliminate channel conflict by assuring MSPs that we will never compete with them for SMBs— we’re all-in on the channel • We don’t have customers—we have partners! The MSP (and Datto) story starts with SMBs. Digital transformation has become a strategic imperative for SMBs. Current global events have only intensified urgency, complexity and competition for technology expertise. SMBs are turning in increasing numbers to MSPs to access and manage key technologies that were once only available to larger enterprises. As an industry, MSPs now manage well over 10% of the global SMB IT spend, which is $159 billion and growing. Datto’s integrated, cloud-managed platform is purpose-built to empower MSPs in serving