| Item 1.01 |
Entry Into a Material Definitive Agreement. |
Agreement and Plan of Merger
On July 27, 2026, Procore Technologies, Inc., a Delaware corporation (“Procore”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Procore, DF Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Procore (“Merger Sub”), DroneDeploy, Inc., a Delaware corporation (“DroneDeploy”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Stockholder Representative (as defined in the Merger Agreement). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into DroneDeploy (the “Merger”), with DroneDeploy continuing as the surviving company and as a wholly-owned subsidiary of Procore. DroneDeploy is a software company that provides cloud-control software solutions for drones and other robots, which include automated flight safety checks, workflows, and real-time mapping and data processing.
Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Procore will acquire DroneDeploy for a purchase price of approximately $845.0 million in cash (the “Purchase Price”), subject to certain adjustments for working capital, transaction expenses, cash, and indebtedness, among other things, as described in the Merger Agreement. In addition to the Purchase Price, Procore has agreed to create a retention pool for the benefit of certain service providers of DroneDeploy consisting of equity awards, or cash where equity cannot be granted due to applicable law, to encourage such service providers to continue providing services to Procore or its affiliates following the closing of the Merger and other transactions contemplated by the Merger Agreement.
The completion of the Merger is anticipated to occur by the end of 2026 and is subject to the satisfaction of certain closing conditions set forth in the Merger Agreement, including, but not limited to, the adoption of the Merger Agreement by DroneDeploy’s stockholders, the accuracy of each party’s representations and warranties made in the Merger Agreement, the performance by each party of its obligations and covenants under the Merger Agreement, and receipt of applicable regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Merger Agreement contains customary representations and warranties and covenants of each of the parties. Pursuant to the Merger Agreement, Procore has obtained a representations and warranties insurance policy in connection with the transactions contemplated by the Merger Agreement. The Merger Agreement also provides customary indemnification rights to Procore, and customary termination rights to each of the parties.
The foregoing description of the Merger Agreement and the transactions contemplated thereby is subject to, and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The Merger Agreement has been attached to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about Procore, Merger Sub, DroneDeploy, or their respective subsidiaries. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in confidential disclosure schedules prepared by DroneDeploy in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about Procore, Merger Sub, DroneDeploy, or their respective subsidiaries at the time such representations and warranties were made or otherwise, and should only be read in conjunction with the other information that Procore makes publicly available in reports, statements and other documents filed with the U.S. Securities and Exchange Commission, as applicable.
Debt Financing Commitment
In connection with its entry into the Merger Agreement, on July 27, 2026, Procore entered into a debt financing commitment letter (the “Commitment Letter”) with Goldman Sachs Bank USA (the “Commitment Bank”), pursuant to which the Commitment Bank committed to provide Procore with debt financing in an aggregate principal amount of up to $700.0 million in the form of a 364-day senior secured bridge loan facility (the “Bridge Facility”), subject to customary conditions. Subject to market conditions and other factors, Procore may fund a portion of the Purchase Price through one or more bank financing or capital markets transactions in lieu of all or a portion of the Bridge Facility. The consummation of the Merger is not conditioned on the availability of the Bridge Facility or any alternative financing. The foregoing description of the Commitment Letter set forth herein is subject to, and qualified in its entirety by reference to, the full text of the Commitment Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
