- Sonder continues to perform strongly – delivering
company-record Q2 revenue and robust global expansion as travel
rebounds
- Incremental investment of ~$330 million and resulting total
capital of ~$530 million provides for a fully funded business plan,
in addition to trust proceeds of up to $450 million
- Approximately $110 million incremental PIPE raise from leading
investors including affiliates of Gores Metropoulos II, Fidelity
Management & Research LLC, funds and accounts managed by
BlackRock, Atreides Management, LP, and Senator Investment Group,
in addition to the $200 million previously announced PIPE
- Signed non-binding term sheet for $220 million of Delayed Draw
Notes with existing PIPE investors to be available following the
closing of the proposed business combination
- Strategic revision of transaction terms results in combined
company with an estimated pro forma enterprise value of over $1.9
billion
Sonder Holdings Inc. (“Sonder'' or the “Company”), a leading
next-generation hospitality company that is redefining the guest
experience through technology and design, and Gores Metropoulos II,
Inc. (Nasdaq: GMII, GMIIW and GMIIU), a special purpose acquisition
company formed by affiliates of The Gores Group and Metropoulos
& Co., announced strategic amendments to the terms of their
previously announced definitive agreement (the “Merger Agreement”)
to combine. These amendments and associated incremental investments
by leading institutional investors to adapt to current market
conditions strongly position Sonder for long-term growth, and
underscore Sonder’s and Gores Metropoulos II’s collective
commitment to driving long-term value creation for all
stockholders.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20211028005588/en/
As part of the amended terms of the transaction, the combined
company’s implied pro forma enterprise value will be $1.925
billion. Sonder will receive approximately $110 million in
additional capital from affiliates of Gores Metropoulos II and
other leading investors, including Fidelity Management &
Research LLC, funds and accounts managed by BlackRock, Atreides
Management, LP, and Senator Investment Group (the “New PIPEs”), in
addition to the $200 million previously announced PIPE (the
“Existing PIPE”). Moreover, Sonder has signed a non-binding term
sheet for Delayed Draw Notes of $220 million with existing PIPE
investors, to be available following the closing of the proposed
business combination, which enables the Company to fund its growth
over the next several years.
“Sonder continues to generate impressive results amid the
ongoing recovery of the travel industry and is well positioned for
future growth given their unique value proposition. We strongly
believe that Sonder is the hospitality brand of tomorrow and have
high conviction that the company will continue to grow, which is
why we are increasing our initial investment,” said Alec Gores,
Chairman and CEO of The Gores Group and CEO of Gores Metropoulos
II. “In response to evolving market dynamics, we are also amending
the terms of our merger agreement, reflecting our commitment to
driving long-term value creation, transparency and stockholder
alignment in this high-performing and innovative business.”
“We continue to see a rebound in leisure travel, and we are
aggressively pursuing our expansion plans and capturing significant
consumer demand. We reported company-record quarterly revenue in Q2
and are eager to pursue continued growth,” said Francis Davidson,
Co-Founder and CEO of Sonder. “We’re thrilled to have a committed
and creative partner in Gores and the amendments, and incremental
investment announced today will allow us to pursue our ambitious
growth and expansion strategy in full force. In the past year
alone, we’ve launched in three additional countries and expanded
our operations in dozens of other markets, and we expect to
continue to scale our business and innovate to adapt to the needs
of emerging traveler segments like digital nomads.”
Sonder recently announced its entry into France with the opening
of a property in Paris near the iconic Champs-Élysées, as well as
large expansions of its operations in the Middle East and Mexico.
The Company also launched a corporate travel offering, opening its
doors to even more business travelers and continues to grow its
extended stays offering to capture new traveler groups.
Transaction Details
The amended terms revise the combined company’s pro forma
enterprise value to $1.925 billion. As part of the proposed
business combination, the Company will receive approximately $110
million in incremental capital from affiliates of Gores Metropoulos
II and other leading investors including Fidelity Management &
Research Company LLC, funds and accounts managed by BlackRock,
Atreides Management, LP, and Senator Investment Group pursuant to
the New PIPEs, in addition to the $200 million Existing PIPE, which
continues to be led by affiliates of Gores Metropoulos II, with
participation from top-tier institutional investors including
Fidelity Management & Research Company LLC, funds and accounts
managed by BlackRock, Atreides Management, LP, funds and accounts
managed by Principal Global Investors, LLC, and Senator Investment
Group. Additionally, the Company has put in place a non-binding
term sheet for Delayed Draw Notes of $220 million with existing
PIPE investors, to be available following closing of the proposed
business combination. Subject to any redemptions by the public
stockholders of Gores Metropoulos II and the payment of transaction
expenses at the closing, the $200 million in Existing PIPE proceeds
and approximately $110 million in proceeds from the New PIPEs will
be used together with up to $450 million in cash in Gores
Metropoulos II’s trust account and Delayed Draw Notes of $220
million to fund operations and support new and existing growth
initiatives.
Additionally, the parties agreed to extend the Merger Agreement
end date from October 28, 2021 to January 31, 2022 after which
Gores Metropoulos II and Sonder would have the right to terminate
the Merger Agreement if the proposed business combination has not
been consummated by January 31, 2022. The proposed business
combination remains on track to close in the second half of 2021,
subject to approval by Gores Metropoulos II’s stockholders and
other customary closing conditions.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial
advisor to Sonder. Wilson Sonsini Goodrich & Rosati, P.C. is
serving as legal advisor to Sonder.
Morgan Stanley & Co. LLC is serving as lead financial
advisor and Deutsche Bank Securities Inc. and Citigroup are serving
as capital markets advisors to Gores Metropoulos II. Moelis &
Company LLC acted as additional financial advisor to Gores
Metropoulos II. Weil, Gotshal & Manges LLP is serving as legal
advisor to Gores Metropoulos II.
Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC,
Citigroup and Deutsche Bank Securities Inc. are serving as joint
lead placement agents on the Existing PIPE. Latham & Watkins
LLP is serving as legal advisor to the co-placement agents.
About Sonder
Sonder is revolutionizing hospitality through innovative,
tech-enabled service and inspiring, thoughtfully designed
accommodations combined into one seamless experience. Launched in
2014 and headquartered in San Francisco, Sonder provides a variety
of accommodation options — from spacious rooms to fully-equipped
suites and apartments — found in over 35 markets spanning ten
countries and three continents. The Sonder app gives guests full
control over their stay. Complete with self-service features,
simple check-in and 24/7 on-the-ground support, amenities and
services at Sonder are just a tap away, making a world of better
stays open to all.
To learn more, visit www.sonder.com or follow Sonder on
Facebook, Twitter or Instagram. Download the Sonder app on Apple or
Google Play.
About Gores Metropoulos II, Inc.
Gores Metropoulos II, Inc. (Nasdaq: GMII, GMIIW, and GMIIU) is a
special purpose acquisition company sponsored by an affiliate of
The Gores Group, LLC, a global investment firm founded in 1987 by
Alec Gores, and by an affiliate of Metropoulos & Co. whose
Principals are Dean, Evan and Daren Metropoulos. Gores Metropoulos
II was formed for the purpose of entering into a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
Messrs. Gores and Metropoulos together have over 100 years of
combined experience as entrepreneurs, operators and investors
across diverse sectors including industrials, technology, media and
entertainment, business services, healthcare and consumer products
and services. Over the course of their careers, Messrs. Gores and
Metropoulos and their respective teams have invested in more than
180 portfolio companies through varying macroeconomic environments
with a consistent, operationally-oriented investment strategy. For
more information, please visit www.gores.com.
Forward-Looking Statements
This document may contain a number of “forward-looking
statements” as defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include information
concerning Gores Metropoulos II’s or Sonder’s possible or assumed
future results of operations, business strategies, debt levels,
competitive position, industry environment, potential growth
opportunities and the effects of regulation, including whether this
proposed Business Combination will generate returns for
stockholders. These forward-looking statements are based on Gores
Metropoulos II’s or Sonder’s management’s current expectations,
estimates, projections and beliefs, as well as a number of
assumptions concerning future events. When used in this press
release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Gores Metropoulos II’s or
Sonder’s management’s control, that could cause actual results to
differ materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other
important factors include, but are not limited to: (a) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement (as amended by
that certain Amendment No. 1 to Agreement and Plan of Merger, dated
as of October 27, 2021, by and among Gores Metropoulos II, Sonder
and the other parties to the Merger Agreement (such amendment,
“Amendment No. 1”)) and the proposed Business Combination
contemplated thereby; (b) the inability to complete the proposed
Business Combination due to the failure to obtain approval of the
stockholders of Gores Metropoulos II or other conditions to closing
in the Merger Agreement (as amended by Amendment No. 1); (c) the
ability to meet Nasdaq’s listing standards following the
consummation of the proposed Business Combination; (d) the
inability to complete the Existing PIPE or the New PIPEs; (e) the
risk that the proposed Business Combination disrupts current plans
and operations of Sonder or its subsidiaries as a result of the
announcement and consummation of the transactions described herein;
(f) the ability to recognize the anticipated benefits of the
proposed Business Combination, which may be affected by, among
other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key
employees; (g) costs related to the proposed Business Combination;
(h) changes in applicable laws or regulations, including legal or
regulatory developments (such as the SEC’s recently released
statement on accounting and reporting considerations for warrants
in SPACs) which could result in the need for Gores Metropoulos II
to restate its historical financial statements and cause unforeseen
delays in the timing of the Business Combination and negatively
impact the trading price of Gores Metropoulos II’s securities and
the attractiveness of the Business Combination to investors; (i)
the possibility that Sonder may be adversely affected by other
economic, business and/or competitive factors; (j) the inability of
Sonder to enter into definitive documentation with respect to the
Delayed Draw Notes prior to closing, and (k) other risks and
uncertainties indicated from time to time in the final prospectus
of Gores Metropoulos II, including those under “Risk Factors”
therein, and other documents filed or to be filed with the
Securities and Exchange Commission (“SEC”) by Gores Metropoulos II.
You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date
made.
Forward-looking statements included in this document speak only
as of the date of this document. Except as required by law, neither
Gores Metropoulos II nor Sonder undertakes any obligation to update
or revise its forward-looking statements to reflect events or
circumstances after the date of this release. Additional risks and
uncertainties are identified and discussed in Gores Metropoulos
II’s reports filed with the SEC and available at the SEC’s website
at www.sec.gov.
Additional Information and Where to Find It
Additional information about the proposed Business Combination,
including a copy of Amendment No. 1, will be provided in a Current
Report on Form 8-K which will be filed by Gores Metropoulos II with
the SEC and will also be available at www.sec.gov.
In connection with the proposed Business Combination, Gores
Metropoulos II has filed a registration statement on Form S-4 (the
“Registration Statement”) that includes a preliminary proxy
statement, consent solicitation statement and prospectus with
respect to Gores Metropoulos II’s securities to be issued in
connection with the proposed Business Combination that also
constitutes a preliminary prospectus of Gores Metropoulos II and
will mail a definitive proxy statement/consent solicitation
statement/prospectus and other relevant documents to its
stockholders. The Registration Statement is not yet effective. The
Registration Statement, including the proxy statement/consent
solicitation statement/prospectus contained therein, when it is
declared effective by the SEC, will contain important information
about the proposed Business Combination and the other matters to be
voted upon at a meeting of Gores Metropoulos II’s stockholders to
be held to approve the proposed Business Combination and other
matters (the “Special Meeting”) and is not intended to provide the
basis for any investment decision or any other decision in respect
of such matters. Gores Metropoulos II stockholders and other
interested persons are advised to read, when available, the
Registration Statement and the proxy statement/consent solicitation
statement/prospectus, as well as any amendments or supplements
thereto, because they will contain important information about the
proposed Business Combination. When available, the definitive proxy
statement/consent solicitation statement/prospectus will be mailed
to Gores Metropoulos II stockholders as of a record date to be
established for voting on the proposed Business Combination and the
other matters to be voted upon at the Special Meeting. Gores
Metropoulos II stockholders will also be able to obtain copies of
the definitive proxy statement/consent solicitation
statement/prospectus, without charge, once available, at the SEC’s
website at www.sec.gov or by directing a request to: 6260 Lookout
Road, Boulder, CO 80301, attention: Jennifer Kwon Chou, or by
contacting Morrow Sodali LLC, the Company’s proxy solicitor, for
help, toll-free at (800) 662-5200 (banks and brokers can call
collect at (203) 658-9400).
Participants in Solicitation
Gores Metropoulos II, Sonder and their respective directors and
officers may be deemed participants in the solicitation of proxies
of Company stockholders in connection with the proposed Business
Combination. Gores Metropoulos II stockholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of Gores Metropoulos II in
Gores Metropoulos II’s registration statement on Form S-1 (File No.
333-251663), which was declared effective by the SEC on January 19,
2021. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to Gores
Metropoulos II stockholders in connection with the proposed
Business Combination and other matters to be voted upon at the
Special Meeting will be set forth in the Registration Statement for
the proposed Business Combination when available. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the proposed Business
Combination will be included in the Registration Statement that
Gores Metropoulos II intends to file with the SEC.
Disclaimer
This communication is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed Business Combination or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211028005588/en/
For Sonder: Media Contacts Finsbury Glover Hering
press@sonder.com Investor Contacts Chris Mammone, The Blueshirt
Group ir@sonder.com For The Gores Group and affiliates: Jennifer
Kwon Chou Managing Director The Gores Group 310-209-3010
jchou@gores.com OR John Christiansen/Cassandra Bujarski Sard
Verbinnen & Co GoresGroup-SVC@sardverb.com
Gores Metropoulos II (NASDAQ:GMIIW)
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