- Footprint continues to perform strongly with continued revenue
growth and robust capacity expansion year-to-date
- Company secures approximately $300 million standby equity
facility available upon the closing of the transaction; receives
approval for a $280 million facility to fund equipment purchases
through 2023 year-end
- Koch Strategic Platforms, Gores Sponsor VIII LLC and certain
other investors agree to accelerate funding of respective
investments to ensure continued business momentum, resulting in
approximately $290 million of capital prior to close
- Combination of the $290 million of capital with PIPE proceeds,
standby equity facility, cash in trust, and initial equipment
financing facility will deliver approximately $960 million in
capital to Footprint in connection with the transaction
- In light of developing market conditions, strategic revision of
transaction terms results in combined company with an estimated pro
forma enterprise value of $1.0 billion, down from $1.6 billion
Footprint, a global materials science technology company focused
on creating a healthier planet through design, development and
advanced manufacturing of plant-based biodegradable, compostable
and recyclable solutions to replace single- and short-term use
plastics, and Gores Holdings VIII, Inc. (“Gores Holdings VIII”)
(Nasdaq: GIIXU, GIIX and GIIXW), today announced strategic
amendments to the terms of their previously announced definitive
merger agreement (the “Merger Agreement”). These amendments and
associated incremental capital sources strongly position Footprint
for long-term growth and underscore the collective commitment of
Footprint and Gores Holdings VIII to drive long-term value creation
for all stockholders.
"During the first half of 2022, we’ve been laser-focused on
delivering innovative solutions for our customers and the planet,
and I am pleased with the progress we have made on our production
capacity buildout,” said Troy Swope, Footprint co-founder and CEO.
“Customer demand continues to be robust, which is propelling our
expansion efforts, and drive strong revenue growth. We believe we
remain on track to deliver on our goals, and we expect to continue
building on our strong momentum in the months ahead.”
“Footprint’s continued progress this year despite current market
conditions has further strengthened our conviction in the company
and its go-forward prospects,” said Alec Gores, Chairman and CEO of
The Gores Group and Chairman of Gores Holdings VIII.
“Sustainability remains top of mind for so many businesses and
consumers across the globe, and Footprint has the technology and
solutions to help companies achieve their goals. We continue to be
very excited about this transaction and what’s ahead for Footprint,
and we’re pleased to be working alongside the management team and
Footprint’s board, as well as the team at Koch to support
Footprint’s upcoming listing.”
Don Thompson, Chairman of the Board of Footprint, added,
“Footprint’s strong performance combined with the additional
sources of funding puts the company in a positive position ahead of
our public listing. The support of our stockholders and partners
has been invaluable to our success and, we believe, will further
enable us to continue executing our strategy and drive long-term
value creation for all our stakeholders.”
Business Performance
Footprint delivered record revenue in the first half of 2022 and
is on track to meet its target of $924 million in revenue under
contract by the end of 2022. Footprint continues to experience
strong demand as a result of regulatory restrictions across several
US states and the European Union banning single-use plastic and
opting for plant-based fiber solutions. Footprint is well
positioned to capitalize on increased consumer demand for
sustainable alternatives to plastic as well as corporate
commitments to reducing CO2 emissions and plastic landfill waste
moving forward.
The company continues to partner with an expanding range of
premier consumer brands, representing the largest and most
significant food and beverage, retail and consumer products
companies globally including McDonald’s, Kraft, Wal-Mart, Conagra,
Proctor & Gamble, Albertsons, Sweetgreen and more.
Transaction Details and Capital
Funding
In light of developing market conditions, the parties agreed to
adjust the pro forma enterprise value of Footprint to $1 billion,
down from $1.6 billion. In connection with the updated transaction,
Footprint secured an approximately $300 million standby equity
facility available upon the closing of the transaction. Footprint
has access to a minimum of $100 million under the facility and up
to $300 million at the company’s discretion. Additionally,
Footprint has received approval for an initial $280 million
facility to fund equipment purchases through the end of 2023.
Furthermore, Koch Strategic Platforms has upsized its prior
investment and, along with Gores Sponsor VIII LLC and certain other
investors, has agreed to accelerate the funding of its investment.
When combined with Koch Strategic Platforms’ prior investments in
Footprint, this has resulted in approximately $290 million of
capital being funded to Footprint prior to the close of the
business combination. This capital, combined with the PIPE
proceeds, the standby equity facility, cash in trust, and the
initial equipment financing facility, will deliver approximately
$960 million in capital to Footprint in connection with the
transaction.
Upon closing of the proposed transaction, the combined company
will be named “Footprint International, Inc.” and will be listed on
the Nasdaq under the ticker symbol “FOOT.”
About Footprint
Footprint has a clear vision to create a healthier planet and
healthier people. Phase one of our mission is to provide solutions
that eliminate single-use and short-term use plastics in our food
chain. Footprint’s team of engineers use plant-based fiber
technology to design, develop and manufacture biodegradable,
compostable, and recyclable products that compete with plastic’s
cost, and exceed its performance. Footprint is rapidly expanding
into new categories with customized and patented solutions for
customers. Footprint’s products have already led to a global
redirection of millions of pounds of plastic waste from entering
the air, earth, and water working with leading global consumer
brands.
Footprint was founded in 2014 by former Intel engineers, Troy
Swope and Yoke Chung. The company employs more than 2,700
employees, with operations in the U.S., Mexicali, Europe, and Asia.
Footprint was named to the 2020 Fortune “Change the World” list in
2020, is a member of the World Economic Forum’s Global Innovators
Community and was named a CNBC Disruptor 50 company in 2021. For
more information on Footprint’s sustainable solutions visit
www.footprintus.com.
About Gores Holdings VIII, Inc.
Gores Holdings VIII, Inc. (Nasdaq: GIIXU) is a special purpose
acquisition company sponsored by an affiliate of The Gores Group,
LLC, founded by Alec Gores. Gores Holdings VIII, Inc. completed its
initial public offering in March 2021, raising approximately $345
million in cash proceeds for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. Gores Holdings VIII, Inc.’s strategy is to identify,
acquire and, after the initial business combination, to build a
company in an industry or sector that complements the experience of
its management team and can benefit from their operational
expertise.
About The Gores Group LLC
Founded in 1987, The Gores Group is a global investment firm
focused on partnering with differentiated businesses that can
benefit from the firm’s extensive industry knowledge and decades
long experience. To date, affiliates of The Gores Group have
announced or closed ten business combinations representing
approximately $60 billion in transaction value which include:
Hostess (Gores Holdings, Inc.), Verra Mobility (Gores Holdings II,
Inc.), PAE (Gores Holdings III, Inc.), Luminar (Gores Metropoulos,
Inc.), United Wholesale Mortgage (Gores Holdings IV, Inc.), Ardagh
Metal Packaging (Gores Holdings V, Inc.), Matterport (Gores
Holdings VI, Inc.), Sonder (Gores Metropoulos II, Inc.), Polestar
(Gores Guggenheim) and Footprint (pending; Gores Holdings VIII,
Inc.). For more information, please visit www.gores.com.
Forward-looking Statements
Certain statements in this communication (“Communication”) may
be considered “forward-looking statements” as defined in the
Private Securities Litigation Reform Act of 1995 and within the
meaning of the federal securities laws with respect to the proposed
business combination between the Gores Holdings VIII, Inc. (“Gores
Holdings VIII”) and Footprint International Holdco, Inc.
(“Footprint”), including statements regarding the benefits of the
proposed business combination, the anticipated timing of the
proposed business combination, the likelihood and ability of the
parties to successfully consummate the proposed business
combination and the PIPE investment, the amount of funds available
in the trust account as a result of stockholder redemptions or
otherwise, the services offered by Footprint and the markets in
which Footprint operates, business strategies, debt levels,
industry environment, potential growth opportunities, the effects
of regulations and Gores Holdings VIII’s or Footprint’s projected
future results. These forward-looking statements generally are
identified by the words “believe,” “predict,” “project,”
“potential,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “should,” “will be,” “will continue,”
“will likely result,” and similar expressions (including the
negative versions of such words or expressions).
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
proposed business combination may not be completed in a timely
manner or at all, which may adversely affect the price of Gores
Holdings VIII securities; (ii) the risk that the proposed business
combination may not be completed by Gores Holdings VIII’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by Gores
Holdings VIII; (iii) the failure to satisfy the conditions to the
consummation of the proposed business combination and PIPE
investment, including the approval of the proposed business
combination by Gores Holdings VIII’s stockholders, the satisfaction
of the minimum trust account amount following redemptions by Gores
Holdings VIII’s public stockholders and the receipt of certain
governmental and regulatory approvals; (iv) the failure to obtain
financing to complete the proposed business combination, including
to consummate the PIPE investment, (v) the effect of the
announcement or pendency of the proposed business combination on
Footprint’s business relationships, performance, and business
generally; (vi) risks that the proposed business combination
disrupts current plans of Footprint and potential difficulties in
Footprint’s employee retention as a result of the proposed business
combination; (vii) the outcome of any legal proceedings that may be
instituted against Gores Holdings VIII or Footprint related to the
agreement and the proposed business combination; (viii) changes to
the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the business combination (ix) the ability to maintain the listing
of the Gores Holdings VIII’s securities on the NASDAQ; (x) the
price of Gores Holdings VIII’s securities, including volatility
resulting from changes in the competitive and highly regulated
industries in which Footprint plans to operate, variations in
performance across competitors, changes in laws and regulations
affecting Footprint’s business and changes in the combined capital
structure; (xi) the ability to implement business plans, forecasts,
and other expectations after the completion of the proposed
business combination, and identify and realize additional
opportunities; and (xii) other risks and uncertainties set forth in
the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statement” in Gores Holdings VIII final prospectus
relating to its initial public offering (File No. 333-252483)
declared effective by the U.S. Securities and Exchange Commission
(the “SEC”) on February 24, 2021 and other documents filed, or to
be filed with the SEC by Gores Holdings VIII, including the
Registration Statement. The foregoing list of factors is not
exhaustive. There may be additional risks that neither Gores
Holdings VIII or Footprint presently know or that Gores Holdings
VIII or Footprint currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. You should carefully consider the
foregoing factors and the other risks and uncertainties that will
be described in Gores Holdings VIII’s definitive proxy statement
contained in the Registration Statement (as defined below),
including those under “Risk Factors” therein, and other documents
filed by Gores Holdings VIII from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Gores Holdings VIII and Footprint assume no
obligation and, except as required by law, do not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. Neither Gores
Holdings VIII nor Footprint gives any assurance that either Gores
Holdings VIII or Footprint will achieve its expectations.
Projections
This press release contains financial forecasts with respect to
Footprint’s projected financial results, including revenue and
capacity. Footprint’s independent auditors have not audited,
reviewed, compiled or performed any procedures with respect to the
projections for the purpose of their inclusion in this press
release, and accordingly, they did not express an opinion or
provide any other form of assurance with respect thereto for the
purpose of this press release. These projections should not be
relied upon as being necessarily indicative of future results. The
assumptions and estimates underlying the prospective financial
information are inherently uncertain and are subject to a wide
variety of significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially
from those contained in the prospective financial information.
Accordingly, there can be no assurance that the prospective results
are indicative of the future performance of Footprint or that
actual results will not differ materially from those presented in
the prospective financial information. Inclusion of the prospective
financial information in this press release should not be regarded
as a representation by any person that the results contained in the
prospective financial information will be achieved.
Actual results may differ as a result of the completion of the
Footprint’s financial reporting period closing procedures, review
adjustments and other developments that may arise between now and
the time such financial information for the period is finalized. As
a result, these estimates are preliminary, may change and
constitute forward-looking information and, as a result, are
subject to risks and uncertainties. Neither Footprint’s nor Gores
Holdings VIII’s independent registered accounting firm has audited,
reviewed or compiled, examined or performed any procedures with
respect to the preliminary results, nor have they expressed any
opinion or any other form of assurance on the preliminary financial
information.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the business combination, Gores Holdings VIII
has filed a registration statement on Form S-4 (the “Registration
Statement”) that includes a preliminary prospectus and preliminary
proxy statement of Gores Holdings VIII. The proxy
statement/prospectus is not yet effective. The definitive proxy
statement/prospectus, when it is declared effective by the SEC,
will be sent to all Gores Holdings VIII 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 a meeting of
Gores Holdings VIII’s stockholders to be held to approve the
proposed business combination and other matters (the “Special
Meeting”). Gores Holdings VIII may also file other documents
regarding the proposed business combination with the SEC. The
definitive proxy statement/final prospectus will contain important
information about the proposed business combination and the other
matters to be voted upon at the Special Meeting and may contain
information that an investor will consider important in making a
decision regarding an investment in Gores Holdings VIII’s
securities. Before making any voting decision, investors and
security holders of Gores Holdings VIII and other interested
parties are urged to read the Registration Statement and the proxy
statement and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed business
combination as they become available because they will contain
important information about the proposed business combination.
Investors and security holders will also be able to obtain free
copies of the definitive proxy statement/final prospectus and all
other relevant documents filed or that will be filed with the SEC
by Gores Holdings VIII through the website maintained by the SEC at
www.sec.gov, or by directing a request to Gores Holdings VIII,
Inc., 6260 Lookout Road, Boulder, CO 80301, attention: Jennifer
Kwon Chou or by contacting Morrow Sodali LLC, Gores Holdings VIII’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 Holdings VIII, Footprint and certain of their respective
directors, executive officers may be deemed participants in the
solicitation of proxies from Gores Holdings VIII’s stockholders
with respect to the proposed business combination. A list of the
names of those directors and executive officers of Gores Holdings
VIII and a description of their interests in Gores Holdings VIII is
set forth in Gores Holdings VIII’s filings with the SEC (including
Gores Holdings VIII’s final prospectus relating to its initial
public offering (File No. 333-252483) declared effective by the SEC
on February 24, 2021). Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed business combination may be obtained
by reading the Registration Statement. The documents described in
this paragraph are available free of charge at the SEC’s web site
at www.sec.gov, or by directing a request to Gores Holdings VIII,
Inc., 6260 Lookout Rd., Boulder, CO 80301, attention: Jennifer Kwon
Chou. Additional information regarding the names and interests of
such participants will be contained in the Registration Statement
for the proposed business combination when available.
No Offer and Non-Solicitation
This Communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Gores Holdings VIII, Footprint or the combined company, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220906005402/en/
For inquiries regarding The Gores Group and affiliates:
Jennifer Kwon Chou Managing Director The Gores Group 310-209-3010
jchou@gores.com John Christiansen/Cassandra Bujarski/Danya
Al-Qattan FGS Global GoresGroup-SVC@sardverb.com For inquiries
regarding Footprint: Media
Contacts: For inquiries regarding
Footprint: Laura Zilverber Allison + Partners
footprint@allisonpr.com +1 (612) 240-4034
Gores Holdings VIII (NASDAQ:GIIX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Gores Holdings VIII (NASDAQ:GIIX)
Historical Stock Chart
From Jul 2023 to Jul 2024