- Footprint is a materials science company that has developed a
groundbreaking blend of advanced coating and process technologies
that enable plant-based materials to compete with traditional
plastic-based technologies on performance and price
- Footprint’s portfolio of plant-based solutions has created
tremendous global demand from a blue-chip customer base that
include Conagra, General Mills, Gillette, JBS Foods, Kraft,
McDonald’s, Nestle, Upfield, Procter & Gamble, Quaker Oats,
Sweetgreen, Taylor Farms, Tyson, Unilever, Beyond Meat and
Walmart
- Combined company expected to have a post-transaction total
enterprise value of $1.6 billion
- Business combination to provide approximately $805 million in
gross proceeds assuming no redemptions, comprised of $345 million
of cash held in trust from Gores Holdings VIII and approximately
$460 million of additional capital, including $150 million Class C
Preferred Financing which will be funded immediately
- PIPE investment, which was oversubscribed, and Class C
Preferred Financing are anchored by Koch Strategic Platforms and
include a meaningful commitment from Gores Sponsor VIII LLC (“Gores
Holdings VIII Sponsor”) and affiliates
- Footprint stockholders, including customers Conagra, JBS,
Eggland’s Best and Sweetgreen, will roll 100% of their equity
holdings into the new public company
Footprint International Holdco, Inc. (“Footprint” or the
“Company”), a global materials science technology company focused
on sustainable solutions, and Gores Holdings VIII, Inc. (“Gores
Holdings VIII”) (Nasdaq: GIIXU, GIIX and GIIXW), a special purpose
acquisition company formed by an affiliate of The Gores Group, LLC
(“The Gores Group”) today announced that they have entered into a
definitive merger agreement that, subject to the consummation of
the transaction, will result in Footprint becoming a publicly
listed company. Upon closing of the proposed transaction, the
combined company will be named “Footprint International, Inc.” and
is expected to be listed on NASDAQ under the ticker symbol “FOOT.”
The combined company will be led by Troy Swope, Co-Founder and
Chief Executive Officer of Footprint, and is expected to have a pro
forma enterprise value of $1.6 billion at the closing of the
proposed transaction.
Founded in 2014 by Troy Swope and Yoke Chung (CTO), Footprint is
developing a portfolio of technologies and plant-based solutions
that perform at parity with plastics in all key criteria,
delivering sustainability and improving performance at a price
point that is comparable to plastic solutions. Footprint is a
leading material science company providing plant-based fiber
solutions with extended shelf life comparable to plastic,
generating strong demand from Fortune 100 companies seeking
alternative solutions to meet their sustainability goals. With
corporations, regulators and consumers alike increasingly demanding
high-quality, sustainable alternatives to single-use plastic, foam
and other products, Footprint’s solutions are capitalizing on a
growing $315 billion annual market opportunity that is converting
to environmentally friendly solutions as quickly as possible.
A range of premier consumer brands, representing the largest and
most significant food, beverage and consumer products companies
globally and primarily Fortune 100 companies, have chosen Footprint
as their innovation partner. Footprint’s blue-chip customer base
includes Conagra, General Mills, Gillette, JBS Foods, Kraft,
McDonald’s, Sweetgreen, Nestle, Upfield, Procter & Gamble,
Quaker, Taylor Farms, Tyson, Unilever and Walmart. Footprint’s
customers include the leading player in multiple categories,
including dairy, shelf stable cups, meat trays, QSR, frozen food,
produce and CPG. Footprint is on a clear, accelerated growth
trajectory propelled by a rapidly expanding pipeline of long-term
contracts, nearly all of which are take or pay and include
contractual minimums. With Footprint’s current customers demanding
more product and new customers seeking out Footprint as its
sustainable innovation partner, Footprint has over $500 million of
annual revenue contracted by its customers and is already more than
fully committed on its 2023 estimated revenue. Notably, Footprint’s
2023 revenue estimate can be achieved entirely with products that
are developed and in market today and secured by customer contracts
with leading blue-chip customers.
Troy Swope, Co-Founder and CEO of Footprint, said: “Our mission
is to create a healthier planet and step one is to design, develop
and manufacture plant-based fiber solutions as an alternative to
single-use plastics. Today marks an exciting inflection point in
our seven-year history inventing new materials that challenge the
status quo. In the Gores team, we have found a partner with a
proven track record of bringing leading companies to the public
markets and a shared commitment to global sustainability. The
balance sheet strength of the combined company is anticipated to
enable Footprint to expand our operations and geographic reach as
we scale our technology to meet record customer demand.”
Alec Gores, Chairman and CEO of The Gores Group and Chairman of
Gores Holdings VIII, said: “Footprint is a true pioneer and
disruptor in sustainability, delivering leading technology and
solutions that are revolutionizing the use of plant-based
materials. Increasing consumer and corporate demand for sustainable
alternatives to plastic have created a tremendous, growing market
opportunity that is expected to continue to fuel Footprint’s rapid
growth and customer traction. We look forward to partnering with
Troy and his exceptional, innovative management team as Footprint
accelerates its powerful mission and solidifies its position at the
forefront of the industry as a public company.”
Mark Stone, Senior Managing Director of The Gores Group and CEO
of Gores Holdings VIII, said: “Footprint offers game-changing
materials science solutions that are the gold standard in the
industry as the world transitions to plastic alternatives.
Partnering with a market leader making a meaningful impact on the
health of our planet aligns perfectly with the sustainability
component of our investment strategy, and we are thrilled to
support the Footprint team as it executes its proven strategy to
drive continued growth and innovation.”
David Park, President of Koch Strategic Platforms, said: “Koch
Strategic Platforms seeks to invest in leading companies with
strong tailwinds. With Footprint, we have been impressed by the
company’s innovative culture and strong traction with customers
based on their unique plant-based solutions produced at compelling
economics. We look forward to working with the Footprint team.”
Footprint Investment Highlights
- The only plastic-free solution that offers extended barrier
properties
- Compelling value proposition allowing customers to reach
sustainability targets with a cost neutral, revenue accretive
product
- Growing TAM with secular tailwinds from corporate
sustainability measures, increasing regulations and environmentally
conscious end consumers
- Strong partnerships with global blue-chip customers and
significant strategic equity investments
- Rapidly growing pipeline of long-term take-or-pay contracts and
sold-out position through 2023
- Innovative, execution-focused management team with proven track
record and strong patent portfolio in materials, process
technology, design and manufacturing
Transaction Overview
The transaction implies an enterprise value of approximately
$1.6 billion for the combined company, representing approximately
3.2x of 2023 estimated revenue. Current Footprint equity holders
will retain approximately 62% ownership in Footprint and roll 100%
of their equity interests into the pro forma company.
Assuming no redemptions by the public stockholders of Gores
Holdings VIII, the business combination will provide approximately
$805 million in gross proceeds to fund the combined company’s
growth strategy. The gross proceeds are comprised of $345 million
of cash held in trust from Gores Holdings VIII and approximately
$460 million of additional capital, including $150 million Class C
Preferred Financing which will be funded immediately. The PIPE
investment, which was oversubscribed, and Class C Preferred
Financing are anchored by Koch Strategic Platforms and include a
meaningful commitment from Gores Holdings VIII Sponsor and
affiliates. The proposed business combination, which has been
unanimously approved by both the Board of Directors of Gores
Holdings VIII and the Board of Directors of Footprint, is expected
to close in the first half of 2022, subject to approval by Gores
Holdings VIII’s stockholders and other customary closing
conditions.
Advisors
Goldman Sachs & Co. LLC is serving as lead financial advisor
to Footprint. Credit Suisse Securities (USA) and LionTree Advisors
LLC also advised Footprint on the transaction. Kirkland & Ellis
LLP is serving as legal advisor to Footprint.
Deutsche Bank Securities Inc. is acting as lead financial
advisor and lead capital markets advisor to Gores Holdings VIII and
as a joint placement agent on the PIPE investment. Goldman Sachs
& Co. LLC, Credit Suisse Securities (USA) LLC and LionTree
Advisors LLC are acting as joint placement agents on the PIPE
investment. Moelis & Company LLC is also acting as financial
advisor to Gores Holdings VIII. Weil, Gotshal & Manges LLP is
serving as legal advisor to Gores Holdings VIII and Sidley Austin
LLP is serving as legal advisor to the co-placement agents.
Investor Conference Call Information
Management of Footprint and Gores Holdings VIII will host an
investor conference call on Tuesday, December 14, 2021 at 9:00 am
EST to discuss the proposed business combination. The call can be
accessed by dialing +1 (833) 470-1428 (domestic toll-free number)
or +1 (404) 975-4839 (international) and providing the conference
ID 917431. A replay of the call can be accessed by dialing +1 (855)
213-8235 (domestic toll-free number) or +1 (571) 982-7683
(international) and providing the conference ID 264059#.
Alternatively, a webcast replay of the call can be accessed by
visiting https://www.netroadshow.com/ with the entry code
“Frontier394” or by visiting
https://www.netroadshow.com/nrs/home/#!/?show=715a455a.
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 61 million pounds of plastic waste from entering the
air, earth, and water working with leading global consumer
brands.
Footprint was founded in by former Intel engineers, Troy Swope
and Yoke Chung. The company employs more than 2,500 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. Gores Guggenheim and The Gores Group are separate
entities with separate management, although there is overlap in
size and industry of target acquisition and personnel involved. 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 (pending;
Gores Metropoulos II, Inc.), Polestar (pending; Gores Guggenheim)
and Footprint (pending; Gores Holdings VIII, Inc.). For more
information, please visit www.gores.com.
Forward-Looking Statements
Certain statements in this press release (“Press Release”) 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 and 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 shareholder
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. 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.
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 proposed business combination, Gores
Holdings VIII intends to file a registration statement on Form S-4
(the “Registration Statement”) that is
expected to include a preliminary prospectus and preliminary proxy
statement of Gores Holdings VIII. The definitive proxy
statement/final prospectus and other relevant documents 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.
The definitive proxy statement/final prospectus will be mailed
to stockholders of Gores Holdings VIII as of a record date to be
established for voting on the 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).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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 regarding the proposed
business combination when it becomes available. 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 Press Release 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/20211214005558/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 Sard Verbinnen & Co
GoresGroup-SVC@sardverb.com
For inquiries regarding Footprint:
Investors: IR@Footprintus.com
For investors: Reed Anderson Reed.Anderson@icrinc.com
612-710-8617
For media: Cory Ziskind Cory.Ziskind@icrinc.com 646-277-1232
Heather Knox SVP Communications, Footprint
Heather.knox@footprintus.com 425-295-5967
Gores Holdings VIII (NASDAQ:GIIXW)
Historical Stock Chart
From Aug 2024 to Sep 2024
Gores Holdings VIII (NASDAQ:GIIXW)
Historical Stock Chart
From Sep 2023 to Sep 2024