CyberWire Daily - Hank Thomas and Mike Doniger, getting the specs on the cyber SPAC. [update]

Episode Date: February 16, 2021

In this special edition, our extended conversation with Hank Thomas and Mike Doniger from their new company SCVX. Both experienced investors, their plan is to bring a new funding mechanism known as a SPAC to cyber security which, they say, is new to the space.  February 2021 Update: we revisit the topic with guest Hank Thomas to hear the latest on SPACs. Learn more about your ad choices. Visit megaphone.fm/adchoices

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Hello, everyone, and welcome to this special CyberWire extended interview. My guests today are Hank Thomas and Mike Doniger, both experienced investors, and they formed a new company called SCVX. Their plan is to bring a funding mechanism known as a SPAC to cybersecurity, which they say is new to the space. A shorter version of this interview originally aired on the January 24th, 2020 edition of the cyber wire daily podcast. Transat presents a couple trying to beat the winter blues. We could try hot yoga. Too sweaty.

We could go skating. Too icy. We could book hot yoga. Too sweaty. We could go skating. Too icy. We could book a vacation. Like somewhere hot. Yeah, with pools. And a spa. And endless snacks. Yes!

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It's a necessity. That's why we're thrilled to partner with ThreatLocker, a cybersecurity solution trusted by businesses worldwide. ThreatLocker is a full suite of solutions designed to give you total control, Thank you. to see how a default-deny approach can keep your company safe and compliant. I was talking with one of our partners. That's Mike Doniger. Sander Gerber, who's the head of Hudson Bay, a hedge fund in New York. And he has expressed a long- longtime interest in cybersecurity to the point where they're the main investor in cybersecurity ventures.

And Hank's been running that for a number of years now. He's doing Series A investments in cyber. And we were looking at doing a potentially larger transaction in the space. We were also looking for a vehicle that had permanent capital. And, you know, we noted that over the last couple of years, the cybersecurity landscape has gone, you know, what's the right word? Sorry. Has gone...

Has fragmented? Has gone parabolic, you know, in market cap, in presence on Wall Street, etc. And so, you know, we also were talking about how fragmented the space is. And we had discussed, you know, how a SPAC vehicle might be an excellent vehicle to approach acquiring a larger asset in the space and participating in the consolidation in the space. We decided to work on it together. So I think you use that term SPAC. I think that's something that a lot of people may not be familiar with. Can you take us through what does SPAC stand for and what does it mean? So a SPAC, Special Purpose Acquisition Corporation, is essentially a blank check company. So what it

is, is we raise a blind pool of capital on Wall Street in the form of an IPO. And by definition, you're not allowed to know what you're going to buy. There's very strict rules behind that. However, you can target a specific space. And so some are more general in what they approach, let's say, agriculture or chemicals or something very broad. We decided to take a very specific approach in targeting the cybersecurity space and in that created an infrastructure around that with our board, which we'll get into with Hank and his team to have a lot of expertise in a very targeted area. to have a lot of expertise in a very targeted area.

So why a SPAC versus other methods of gathering capital, of making investments? If you are a target company and you're looking for the next evolution in your financial lifehood, you have a couple options. You can obviously continue to raise venture capital money or private equity money. The cyber space in general doesn't like a lot of leverage because they're high growth companies. And so it tends to be more venture capital than private equity. And then as you hit that kind of series C, series D part of your evolution, you know, and your valuation starts to get upwards towards that billion dollar range, you know, the venture capital money is not as readily available at that point.

And these companies are extremely expensive to continue to grow with large sales forces and getting, you know, a footprint inside that Fortune 1000. As you go to explore the opportunity for more capital, you're now at the stage where you have a couple options. One is you can go the traditional IPO route. You know, the first companies in a vertical, like a CrowdStrike, you know, that are going to demand $10 billion valuation, the IPOs tend to work very well. But if you're in that billion, $2 billion range, it's a little harder to IPO. Your liquidity in your stock, because you're only IPOing a small portion of it, isn't particularly good.

And that path to an IPO is a long and arduous one. The other option is obviously to sell your company to a larger company like a CrowdStrike, like a Palo Alto, et cetera. But at that point, you tend to lose control. And even if you go and do a lot of venture capital raising, eventually you start to lose control as well. The SPAC provides an interesting opportunity for a company to maintain control of their future because they'll roll a large portion of their equity. It provides a very liquid currency because the whole company goes public instantaneously. And it provides a fast-track opportunity

to take your company public on the market if you believe that the opportunity is ripe for future acquisitions of smaller companies and you want to partake of that at the current time. I have to say that when I was doing my own research in preparation for our conversation, there were some elements to the SPAC that I had a hard time wrapping my head around. And I'm curious if you're finding as you're out there telling your story if that's a similar thing. You know, we haven't spoken, because of some of the rules associated with the SPAC that we haven't been able to go out and speak to these operators and founders in

the cybersecurity community yet. That's Hank Thomas. In large numbers about exactly how this works, which is one of the reasons why we're excited to be here talking to you today about this, because there are some, as a non-Wall Street guy myself, as a career cybersecurity guy turned venture capitalist, it's been tough for me to wrap my head around some of the intricacies involved in this. But one of the reasons why I decided to slow down our venture, our traditional venture investing right now and to do a SPAC is because once I learned about how it worked, I've discovered that it really provided an opportunity for, you know, a whole host of companies at a certain stage to accelerate their path to whatever that

next thing is. It's almost like an incubator is to a seed, a company that just raised, is raising seed capital. It sort of takes them to the next level. It gives them a ready-baked team of business professionals that guide them to that place. We've put together that team already with the SPAC in the form of our board, in the form of the investors that are involved in it. And it allows somebody that's at that stage and they don't quite know how to go to do an IPO or quite know how to raise that next round of capital at that later stage beyond venture. We're going to fill that void, I think.

And so that's why I was so excited about getting involved with this. So for my own understanding, can you sort of lay out for me, tell me if I'm right here, is it that the money that you're raising with the SPAC, for the people who are putting their money in, you're saying to them, this is the team we put together, have confidence in this team that we are going to take your investment and we're going to go out and do good things with it. That's right. And we've already had validation on that. We've gone out and done a roadshow. We've spoken to investors. They're extremely excited about the team we've put together. Equally as excited about

the thesis we've put together, which much of it's available in the prospectus that you can see online. And they know cybersecurity, InfoSec, is on the front page of every newspaper in the world. Even on non-cybersecurity podcasts, they're talking about cybersecurity. Yet there aren't these large platform solutions that most people know about yet

because there really aren't that many larger platform players, because this is still a very new problem. So we think that while the industry is starting to consolidate, we can make some wise choices because of the team we have in place to pull together a really interesting business combination. Well, let's talk about the team then. What's the group of people that you put together, and what are they bringing to the table?

Take a two-second step back and talk about you know SPACs have been around for quite some time traditionally maybe they didn't have the greatest name you know I was I wanted to touch on that I'm glad you brought it up because there was I mean there has been some skepticism traditionally when it came to SPACs but it seems as though that's been turning lately exactly so you know they've been around over 10 years, maybe even longer. And traditionally they were used to buy undervalued kind of lost assets, you know, to find some monetization for them,

put a whole bunch of leverage on them, you know, get some kind of high free cash flow yield off them. But really over the last like two or three years, what I'll call like SPAC 2.0 has really been taking the front page. You know, the Virgin Galactic, Spaceship Company, Clarion. There's been a number of really kind of blue-chip SPACs recently. And so back to your earlier question, when we were talking, saying, okay, if I'm going to pause my career and I'm 20 years Wall Street veteran, you know, and do this full time, I'm not doing it to do some small like rinky dink by a lost asset. You know, we wanted to do a blue

chip SPAC, you know, and so that's why we teamed up with Credit Suisse as our sole banker. That's why we use Scanton Arms as, you know, one of the best legal firms. That's why we teamed up with the hedge fund Hudson Bay as a capital partner. And in that, we decided to put together a really robust board. You know, not all these SPACs have robust boards, but we really, I think, went over the top purposely in designing that team. And to your question, you know, so that team consists of Senator Coats, director, you know, was our former director of national intelligence. This is the first thing he's doing since he left his job in August. And, you know, obviously ran the NSA, ran the CIA. And if anyone knows the threats that our country faces around the corner, we couldn't imagine having, you know, a better steward in that.

We have Sunil Yu, who was the recent, I'm going to say head of cybersecurity at Bank of America. I think his official title is mad scientist. Is that right? That was his business card. Yeah. All right. Who's, you know, an author now and very respected in this space. We have Jeff Longhofer, who is the current CISO of the Bank of New York.

And we find that particularly interesting that the Bank of New York said okay to him being on this board. And I think, and Hank will go into our thesis more, it's because there is a problem in the cyberspace. And that problem is the massive fragmentation and the CISOs feel overwhelmed by the amount of vendors they have. And we think this is obviously a solution to that problem. And Jeff is excited to be a part of that. And we have Vivian Shecklast, who was the head of Goldman's technology procurement and a kind a life Goldman steward. She's also on the board of Sallie Mae and provides a roundabout public company experience. And then you have Hank and myself anchoring that board.

And so that's the team. And so the breadth and depth of the knowledge that that team brings, because you can't go into this saying, these are the companies we're targeting. These are who we're going to invest in. I mean, that's at this stage of the game, that's the ballgame. I mean, that's who the people are putting their money and their confidence in this group that you've assembled. Yeah, I mean, that's exactly right. So, you know, they're giving us their capital to hope that we do something wise with it. The way spec is structured they obviously have the choice when we find our company to say you know i think you guys found something amazing or i don't like it and i want my money back that's the structure of the spec it's your question on the target list no we can't know the specific company we want to

buy but we do have parameters for which we're looking at and those parameters are particularly have to do with critical mass like the company has to be large enough to be something that we're looking at. And those parameters are particularly have to do with critical mass. Like the company has to be large enough to be something that we're targeting and we're targeting something in the 600 million to $1.5 billion range. And so we're looking for companies that have substantial ARR,

maybe that's north of 40 million, maybe higher. We're looking at companies that have a footprint in that Fortune 1000, maybe it's six, maybe it's a dozen, maybe it's more. And Hank will go further into the thesis. But if we're going to try to build a platform type company, if we're trying to build something that is scalable and that we can attach interesting technologies onto, by definition, that has to have a good reputation and a critical mass, you know, at this point. Well, Hank, let's dig in here. Take us through the thesis.

The thesis is that the average CISO has more than 75 tools in their war chest right now. Some north of that, some south of that. The security stack has become unwieldy. It isn't necessarily itself always integrated like it should be. If you're JP Morgan and you're spending billions on cybersecurity, you have the ability to properly integrate things, but move down from that and you're struggling to integrate maybe the tools you have with the other security tools, to integrate them with the rest of your IT stack. You're really just kind of

like in crisis management mode all the time. I'm not saying everyone's in this situation, but that's kind of the general feeling in cybersecurity these days is like, you know, what bad's going to happen next? And we think that, you know, go to RSA for the last 20 years, like many of us have, or go to any of these security conferences and you see these rows and rows of things, right, that if you're not in the sector, you know, how can you tell these things apart? And if you are, you still sort of struggle to a certain extent. But we know that within those rows and rows and rows of things, there are some

really awesome platform, and we can get into what a platform really means, cybersecurity companies that we could, if injected with the proper amount of capital and maybe the right new thinking to how to take it to the next level, you could build a really cool security control platform that you could hang a number of other things off, let's call them ornaments, that give it far more capability than it has today. And people are talking about this already. And this is a conversation I had before we started seriously talking about doing this back the last four years

at RSA, where we said, you know, what if we could only roll these four companies up? And our goal is to find one really cool company right now that meets most of our criteria, if not all of them, invest in that company, help them develop a strategy to integrate a few other critical security controls into that platform, and then create something that doesn't really exist in the industry today. And what makes the SPAC attractive to a company who's in that position? Why would they be happy to have you come knocking on their door? Right. So the target company that wants to merge with a SPAC, that company is not looking for a massive cash exit.

If you were to do that, you would go sell to CrowdStrike or what have you. The intention is that that company will roll a large portion of their equity if we have $230-plus million in cash and so that we can take some cash off the table. But really, that cash is designed for growth and for acquiring new companies and that equity is similarly designed that way. So the company that we're looking for is a company where the founder wants to maintain control, is excited about buying new companies in the space, believes that they have a technology that is scalable and can be plugged into with other different technologies, whether that's the term one screen or it's just a expandable platform type technology,

and wants to go now, believes the opportunity is now. And by going public with us, you will go public literally the next day because we've done all the work of creating the structure, creating, you can, you know, our board is an excellent board and serves as advisors to us. And they haven't committed to being on the board of the pro forma company, but that's obviously an opportunity for them. Take your own board at our board. It's a very, very, very flexible structure. And whether it's myself or,'s team, pro forma, we're not going to be

large owners of this entity. I'm going to own less than a couple percent of the company. You will, as a founder, maintain control of this entity or a group of founders or venture capital or whoever the equity holder base is. From an investor's point of view, how does a SPAC compare to other investment vehicles that they have available to them? Well, if you say investor, I mean, it will be a public company. And so there'll be public shareholders who are technically the investors. You know, between now, the people who are giving us the money and the eventual acquisition, I think they view it as a relatively cheap call option, meaning they like our team, they like us, they like the space, and they're really excited to get a first look at a company that we potentially may buy and then

have that decision down the road. The really more interesting part about this whole structure is what happens after we announce our first transaction. And everyone gets to vote on that. And then hopefully that vote is successful, which we think it will be. But then the investor is the investor in any other public company that exists. It becomes a fully tradable public market of the XYZ company that we buy. of the XYZ company that we buy. To that point, when I go back to the optimal target company, again, if they're looking for 30 times revenue,

like that's great and maybe someone will pay that. But for us, we need these investors to say, yes, I like the valuation and I like the company and I wanna partake in it, which is why you should be rolling a large part of your equity where if the stock goes up 100% over the next year, you partake in that, right? Like you're not trying to maximize your value on day one. You're trying to get a reasonable valuation, a good valuation, have a low cost of capital at a good multiple so that you can go inquire things, but you're not trying to extract

every last penny now. This is about building something for the next three to five years, 10 years that you think you can become the next, you know, 10, $20 billion company. And I think for the size of the problem, the size of cybersecurity problem, we're constantly talking about it, I referenced it earlier. And for the number of privately held cybersecurity companies that are out there, there are very few cybersecurity companies that are the there. There are very few cybersecurity companies that of the size that we're trying to create that give investors the opportunity to have exposure in the cybersecurity market. There just aren't that many publicly traded cybersecurity companies, as you would think, compared to the size of the problem. So I think that's another advantage for

investors. Yeah, that's an excellent point. You know, if we think about the public landscape, maybe there's 10 public cyber companies. A lot of them are enormous, you know, 10 plus billion dollars. If a $10 billion company buys a really interesting, like, A technology that's got $10 million in ARR and thinks it's scalable, that's not moving the needle for them. And as an investor, you don't partake in that. If a billion-dollar company, however, rolls up a couple of these things, that can really move the needle. I mean, the synergies, one of the reasons we're so excited about this is if you think about the problem, and Hank knows this firsthand because he deals with these Series A and B companies,

that these new technologies face, let's think about it for a second, they think they have a better technology and probably do than whatever is currently standard, you know, but the CISO is completely overloaded with too many vendors, and it's very hard to get a new technology onto their stack. It's critical infrastructure, as we all know. And so they end up having to run these things in parallel. I think at Bank of New York, he was saying it's an 18-month cycle to put in a new technology. So if I'm a young company, I've got a great technology, I have maybe a 10% hit rate of getting a new contract, I've got to run them all over the place. So I have multiple companies I'm trying with.

It's extremely, extremely, extremely expensive, and you don't know what your hit rate's going to be. However, if I have a platform and I have a good relationship with that CISO and they tell me, hey, we really need something better in making up identity. Go find me an interesting identity platform and include it into your infrastructure. You already know that your revenue is going to go up by multiples the second you buy that. So I can now pay a huge price for a $20 million revenue company because I know that instantaneously my revenue synergies are going to be multiple X of what I paid for, and everybody gets to partake in that. And that's really the opportunity that we think is so exciting for Wall Street and for the Target company. There's obviously been no shortage of investment dollars in cybersecurity over the past few years. And as we touched on earlier, you know, SPACs have been growing in popularity as well.

By your estimation, this is the first time we've seen this combination of a SPAC targeting cybersecurity. We definitely think so. We definitely think we're the first, definitely targeted directly at cybersecurity. There may be one or two other SPACs that are technology-focused or defense-focused that cybersecurity may fall in their subsphere,

but no one to our knowledge has really targeted and put a board like this and put a team like Hank's team at the task. I guess my question is, why not? There's no shortage of money. It's brand new. I mean, the space is not that old, right? It's three or four years old, really, in getting critical mass. In terms of cyber, you're saying.

Yeah, cyber. The space itself. We're hitting one of a really, really, really, really long story. I mean, I don't have to tell your listeners this, but if data is the key to the gig economy, protecting that data is obviously going to be one of your biggest expenses going forward. And that's new. And that's – I don't think it's happenstance that, you know, a vehicle like this comes across a space like this. Like, you know, we just happen to be the first. I think also there's never been a SPAC that's come together with a combination of so many sort of operators and Wall Street people with operators being so focused on one sector.

I mean, that was by design. But most SPACs come together to make money. Obviously, that's ultimately a goal of SPACs come together to make money. Obviously, that's ultimately a goal of this, is for everybody involved to make money. But it's also about, at the risk of sounding a little bit hokey, about a financial tool that can maybe help revolutionize an industry and help people sort of break a logjam and get to the next level and sort of force consolidation in a smart way. One of the reasons why I think it hasn't happened yet, and 25% of the IPOs on the New York Stock Exchange right now are SPACs, which is something I didn't realize until we got involved in this,

is because most other managers of SPACs, the teams that come together to do these things, they want to have as wide of aperture as possible so that they can find the best, most profitable business combination. And we could have done the same thing. We could have had a SPAC that said, like, we're going to go out and buy, like, anything from a hotel to a horse ranch. But we decided that we were going to hyper-focus on this because it's for the revolutionary aspect of it and it's for the business aspect of it, and it's for the business aspect of it. And most business people wouldn't want to take the sort of revolutionary aspect of things, which is where I think we're different.

Can you give me a sense of the timeline that you're on? How are things going to play out in the short term and then the long game itself? Our IPO is scheduled for January 24th, and at that point, our floodgates kind of open. So at that point, we are allowed to talk to companies. We're allowed to start

having negotiations. We're allowed to really start, you know, tackling the task ahead of us. RSA is the last week in February. And so we're hoping to meet. What fortuitous timing. By the way, by design.

By design, yeah. We could have launched this back earlier, but we wanted to, you know. Okay, so the number one issue with the SPAC, let's just put that out on the table, is timing. You have two years to make an acquisition. If you don't make an acquisition, you give the money back. So time is your enemy. So that's a regulatory element. It's a regulatory.

It's in the structure of the SPAC. I see, yeah. And so you really want to do this on the front end of that, you know, and you don't want to be – you don't want to like get into some long negotiation and then have to restructure it and then all of a sudden you have to extend it and it's not the optimal path. The optimal path is to strike quickly. I think we were both lucky and smart that, you know, the cyber landscape is evolving so rapidly in front of our faces, you know, on the cover of the newspaper every day. It's a hot topic. There's plenty of capital for it, as you said. So we're super excited about that.

So, yes, we purposely launched this into RSA with knowing that all the great companies are going to be there or most of them. So the timing will be the IPO on Friday. be there or most of them. So the timing will be the IPO on Friday. And then we hope that everyone listens to this and wants to have a meeting with us, you know, and we have scheduled those four days to do that. And then we, in a perfect world, you know, over the next couple of months, we'll have a couple of companies that we're very close to having a deal with and find one optimal one, hopefully by the fall. And then it would quickly go to a shareholder vote, and then it's a three-month process from then on out to officially close the deal. I mean, that would be, in a perfect world, what we're designing.

And we've purposely structured this in a way that we can look internationally. It doesn't have to be a U.S. company. It could be an Israeli company, U.K. company, European company. We're looking for a best athlete, best technology platform to invest in. Yeah, I think that's a great point. So we structure this as a Cayman entity, specifically because a lot of great technologies come out of Tel Aviv, which is one of the hotbeds of cybersecurity. I think Hank was telling me there's 2,000 startups in Tel Aviv right now in the cyber landscape. And so we're going to RSA, and then we plan on going to Israel shortly thereafter. We're obviously open to a U.S. company, but we have given ourselves flexibility in that.

So in terms of from a practical point of view, maybe trying to help both you all out and the folks who think that they may be a potential candidate for you, to try to save everyone some time. Do you have some general do's and don'ts? Like these are the things we're interested in and these are the things we're – please, let's not waste each other's time as we're setting up these meetings and trying to get these things going. Yeah, I would say if you're not at least a series C round capital size cybersecurity company, you're probably too early. That's sort of the first financial gate to look at. I think that having a – being a force in a particular sector and primarily the commercial sector, so say having a large footprint in the financial services industry,

or maybe you're a major player in the critical infrastructure protection sector, or you have a sort of a niche security control that doesn't necessarily have a lot of competition yet, but have also established a strong presence across multiple commercial sectors. Those would all be things that we would be interested in looking at up front and saying, you know, this would give us, this would be an interesting both technically and financially, because there has to be, you have to have met certain milestones to be interesting to the public markets as well.

Because, you know, you're going to be merging into a SPAC, you're going to be a publicly traded company. In short order, you have to, you sort of scratch that itch as well. Yeah. And I, just to repeat what I said before, like, if you're looking for an exit, this is not the right opportunity for you. This is the opportunity for a CEO who thinks he can make his company multiples of what it is today and just needs a little more firepower. He wants to maintain control.

He knows he has a good reputation or she has a good reputation and that with a public currency and some cash can really, really, really grow this company and wants to do it now. And a ready-baked awesome board. And an excellent infrastructure. You even get Hank and I if you want us for as long as you want us or you can fire us. It's totally okay. So the beauty of this is the flexibility, right? But the opportunity for the perfect company is what I said, is someone has to have tremendous energy, like really, really, really thinks that like they're about to tackle the universe. You know, a visionary, a leader has a great reputation. Like this is what we're looking for.

So if you don't meet those criteria, you're probably we're probably not going to get anywhere. So there's financial platform criteria and then there's cybersecurity platform criteria. And if you're going to have to be at that certain level for us to, for it to be worth their time and our time. So you spin up the SPAC, you make your initial decision, you buy your company, you invest in your company. What is the amount of flexibility you have at that point? What directions can you go in? Yeah, so, you know, that company will be capable of using both the expertise we have in place through our board, using some of the capital that's been injected into bring on additional expertise, survey the landscape and say, you know, what are the things that kind of kept us where we were before we IPO'd?

And now we have the flexibility to use this newly found capital to go out and acquire a couple of those missing components, integrate those successfully into what we're doing, and then become a platform that is more viable to either a particular industry sector or across multiple industry sectors. Something that's more viable technically and more interesting to the public markets as well. You know, you're asking what a perfect company is. Another attribute of a perfect company would be, oh, I wish I could buy companies Z, J, and V, you know, and I have those on my wish list. I just don't have the capital right now to do that because one of the things to your question on timeline is we'll announce initial transaction

and then we'll go to a shareholder vote. It would be amazing if in that interval, those two or three months, we could say, oh, and we have an LOI with another company and maybe another one even down the road. Now, you don't want to close multiple transactions at the same time for the complexity, another one even down the road. Now, you don't want to close multiple transactions at the same time for the complexity, but to lay that temporal landscape out, the market will find very, very exciting. And that's exactly what we're trying to build. And then when we think about roll-up, a roll-up can have a bad connotation to it. There tend to be a lot of leverage and shenanigans in accounting, et cetera.

But a roll-up with intention, a roll-up that has obvious energies, obvious growth potential, and is not done under a lot of leverage, is done with a lot of equity, it could be a really powerful story. We've looked at a number of tools that we plan on using once we start to look at

our potential business combinations, one of which is the cyber defense framework. So say we pick a company that falls into this vertical is the cyber defense framework. So say we pick a company that falls into this vertical on the cyber defense framework, we can then look at gaps that they might have based on that framework. That's just one of many frameworks to use. That's one I find more particularly compelling. And then beyond that, another tool you can use is something like Wardley Maps, where you can look at business combinations and strategies associated with maybe the combination you designed on using the CyberDifference Framework to build out an even more interesting business combination using an existing respected business process or tool like the CyberDifference Framework and Wardley Maps. There's others as well.

Those are ones that I think we're going to explore first. That's Hank Thomas and Mike Doniger from SCVX.