UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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GORES HOLDINGS V, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Filed by Gores Holdings V, Inc.

pursuant to Rule 14a-6

under the Securities Exchange Act of 1934

Subject Company: Gores Holdings V, Inc.

Commission File No.: 001-39429

Date: July 28, 2021

 

LOGO

Ardagh Metal Packaging S.A. – Second Quarter 2021 Results

On April 1, 2021, the transfer of Ardagh Group S.A.’s (“Ardagh”) metal beverage packaging business to Ardagh Metal Packaging S.A. (“AMP”) was completed resulting in AMP becoming an unrestricted subsidiary of Ardagh. AMP today announced results for the quarter ended June 30, 2021, as derived from the group consolidation of Ardagh.

 

     Three months ended June 30,      Change     Constant Currency  
     2021      2020               
     $‘m      $‘m               

Revenue (1)

     991        830        19     14

Adjusted EBITDA (1)

     173        139        24     18

 

     Six months ended June 30,      Change     Constant Currency  
     2021      2020               
     $‘m      $‘m               

Revenue (1)

     1,930        1,659        16     12

Adjusted EBITDA (1)

     321        254        26     21

 

   

Revenue growth of 14% at constant exchange rates to $991 million, with Americas increasing by 21% and Europe by 7%.

 

   

Adjusted EBITDA growth for the quarter of 18% to $173 million at constant currency, with Americas increasing by 27% and Europe by 10%. LTM Adjusted EBITDA to June 30, 2021 increased to $613 million, from $545 million at December 31, 2020.

 

   

Global beverage can shipment growth of 3% in the quarter, after a cyber security impact of 4%, and measured against a strong comparable. Year to date beverage can shipment growth of 5%.

 

   

Specialty can growth of 16%, with double-digit gains in all regions. Specialty cans represented 46% of total shipments during the quarter, reflecting the Group’s continued investment program.

 

   

Demand remains strong across all segments and output is fully sold in all regions, supported by our customers’ and end consumers’ desire for sustainable packaging solutions.

 

   

Growth investment projects to address capacity constraints are progressing well in each of our markets, with two new high-speed specialty lines ramping up in Olive Branch (MS), and large projects under way in Winston-Salem (NC) and Huron (OH). Multiple growth projects underway and fully on track in Europe and Brazil.

 

   

New $300 million ABL facility to be executed imminently, augmenting cash on hand of $0.6 billion at June 30, 2021.

 

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LOGO


   

Important social sustainability initiative launched with Project Lead the Way, promoting STEM education in all schools in the communities in which we operate across North America.

 

   

In February 2021, AMP entered into a definitive agreement for a business combination with Gores Holdings V, Inc. (NASDAQ: GRSV, GRSVU and GRSVW). Stockholders to vote on proposed business combination on August 3, 2021. If approved, shares of AMP will begin trading on the New York Stock Exchange (“NYSE”) under the ticker “AMBP” on August 5, 2021.

 

   

Full year 2021 Adjusted EBITDA guidance will be at least in line with the previously guided $654 million. Third quarter Adjusted EBITDA guidance of approximately $170 million (Q3 2020: $151 million).

Financial Performance Review

Bridge of 2020 to 2021 Revenue and Adjusted EBITDA

Three months ended June 30, 2021

 

Revenue

   Europe      Americas      Group  
     $‘m      $‘m      $‘m  

Revenue 2020

     395        435        830  

Organic

     30        92        122  

FX translation

     39        —          39  
  

 

 

    

 

 

    

 

 

 

Revenue 2021

     464        527        991  
  

 

 

    

 

 

    

 

 

 

 

Adjusted EBITDA

   Europe      Americas      Group  
     $‘m      $‘m      $‘m  

Adjusted EBITDA 2020

     70        69        139  

Organic

     8        19        27  

FX translation

     7        —          7  
  

 

 

    

 

 

    

 

 

 

Adjusted EBITDA 2021

     85        88        173  
  

 

 

    

 

 

    

 

 

 

2021 margin %

     18.3%        16.7%        17.5%  

2020 margin %

     17.7%        15.9%        16.7%  

Six months ended June 30, 2021

 

Revenue

   Europe      Americas      Group  
     $‘m      $‘m      $‘m  

Revenue 2020

     780        879        1,659  

Organic

     49        151        200  

FX translation

     71        —          71  
  

 

 

    

 

 

    

 

 

 

Revenue 2021

     900        1,030        1,930  
  

 

 

    

 

 

    

 

 

 

 

Adjusted EBITDA

   Europe      Americas      Group  
     $‘m      $‘m      $‘m  

Adjusted EBITDA 2020

     124        130        254  

Organic

     15        40        55  

FX translation

     12        —          12  
  

 

 

    

 

 

    

 

 

 

Adjusted EBITDA 2021

     151        170        321  
  

 

 

    

 

 

    

 

 

 

2021 margin %

     16.8%        16.5%        16.6%  

2020 margin %

     15.9%        14.8%        15.3%  

 

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LOGO


Review of the three months ended June 30, 2021

Group

Revenue in the three months ended June 30, 2021 increased by $161 million, or 19%, to $991 million, compared with $830 million in the three months ended June 30, 2020. The increase in revenue is primarily driven by favorable volume/mix effects, which includes an impact of the Group’s business growth investment program, the pass through to customers of higher metal costs and favorable foreign currency translation effects of $39 million.

Adjusted EBITDA in the three months ended June 30, 2021 increased by $34 million, or 24%, to $173 million, compared with $139 million in the three months ended June 30, 2020. The increase was primarily driven by favorable volume/mix effects, which includes an impact of the Group’s business growth investment program and favorable foreign currency translation effects of $7 million. Included within Adjusted EBITDA in the three months ended June 30, 2021 are losses relating to the cyber security incident of $15 million ($11 million in Europe and $4 million in Americas), which are fully compensated by Ardagh under the indemnity agreement in place. This cyber security incident is further detailed below.

Europe

Revenue increased by $69 million, or 17%, to $464 million in the three months ended June 30, 2021, compared with $395 million in the three months ended June 30, 2020. Excluding favorable foreign currency translation effects of $39 million, revenue increased by $30 million, mainly due to the pass through of higher metal costs.

Adjusted EBITDA increased by $15 million, or 21%, to $85 million in the three months ended June 30, 2021, compared with $70 million in the three months ended June 30, 2020. Excluding favorable foreign currency translation effects of $7 million, Adjusted EBITDA increased by $8 million reflecting higher selling prices, including to recover increased input costs and a positive impact from the Group’s business growth investment program.

Americas

Revenue increased by $92 million, or 21%, to $527 million in the three months ended June 30, 2021, compared with $435 million in the three months ended June 30, 2020. The increase in revenue principally reflected favorable volume/mix effects and the pass through of higher metal costs.

Adjusted EBITDA increased by $19 million, or 27%, to $88 million in the three months ended June 30, 2021, compared with $69 million in the three months ended June 30, 2020. The increase was mainly driven by favorable volume/mix effects, which includes an impact of the Group’s business growth investment program.

 

3

 

LOGO


Cyber incident

On May 17, 2021, the Group announced that it had experienced a cyber security incident, the response to which included pro-actively shutting down certain IT systems and applications used by the business. Key systems have now been brought back online securely, in a phased manner and in line with our plan. Production at all of our manufacturing facilities continued to operate throughout this period, though we experienced some shipping delays as a result of this incident, principally in Europe. While investigation of the incident is ongoing, we have already taken various steps, including engaging leading industry specialists to conduct a forensic investigation of our systems and introducing additional protection tools across our network to further enhance the security of our IT systems. We believe that our existing information technology control environment is appropriately robust and consistent with industry standards. In addition to addressing any findings from these investigations and assessments, we are reviewing our information technology roadmap and accelerating planned IT investments to further improve the effectiveness of our information security. We do not believe that our business growth investment program has been impacted by this incident. We maintain appropriate insurance in respect of a wide range of risks, including in respect of IT incidents. In addition, AMP entered into a letter agreement with Ardagh dated May 21, 2021, under which Ardagh agreed to indemnify AMP and its subsidiaries for certain losses arising from this incident.

Earnings Webcast and Conference Call Details

Ardagh Metal Packaging S.A. (NYSE: AMBP) will hold its second quarter 2021 earnings webcast and conference call for investors at 9.00 a.m. EST (2.00 p.m. BST) on August 3, 2021. Please use the following webcast link to register for this call:

Webcast registration and access:

https://event.webcasts.com/starthere.jsp?ei=1480554&tp_key=cca6fa6e83

Conference call dial in:

United States: +1 323 794 2095

International: +44 330 336 9104

Participant pin code: 182599

Slides

Supplemental slides to accompany this release are available at https://www.ardaghmetalpackaging.com/corporate/investors

About Ardagh Metal Packaging

Ardagh Metal Packaging (AMP) is a leading global supplier of infinitely recyclable, sustainable, metal beverage cans and ends to brand owners. A subsidiary of sustainable packaging business Ardagh Group, AMP is a leading industry player across Europe and the Americas with innovative production capabilities. AMP operates 23 production facilities in nine countries, employing close to 5,000 employees and had sales of approximately $3.5 billion in 2020.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

 

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LOGO


Non-GAAP Financial Measures

This press release may contain certain financial measures such as Adjusted EBITDA, working capital, Adjusted operating cash flow, net debt and ratios relating thereto that are not calculated in accordance with IFRS or US GAAP. Non-GAAP financial measures may be considered in addition to GAAP financial information, but should not be used as substitutes for the corresponding GAAP measures. The non-GAAP financial measures used by AMP may differ from, and not be comparable to, similarly titled measures used by other companies.

Contacts:

Investors:

Email: john.sheehan@ardaghgroup.com

Media:

Pat Walsh, Murray Consultants

Tel.: +1 646 776 5918 / +353 87 2269345

Email: pwalsh@murrayconsult.ie

 

5

 

LOGO


Unaudited Consolidated Condensed Income Statement for the three months ended June 30, 2021 (2)

 

     Three months ended June 30, 2021  
     Before
exceptional
items

$‘m
     Exceptional
items
$‘m
     Total
$‘m
 

Revenue

     991        —          991  

Cost of sales

     (821      (5      (826
  

 

 

    

 

 

    

 

 

 

Gross profit

     170        (5      165  

Sales, general and administration expenses

     (44      (7      (51

Intangible amortization

     (39      —          (39
  

 

 

    

 

 

    

 

 

 

Operating profit

     87        (12      75  

Net finance expense

     (28      6        (22
  

 

 

    

 

 

    

 

 

 

Profit before tax

     59        (6      53  

Income tax charge

     (26      (1      (27
  

 

 

    

 

 

    

 

 

 

Profit for the period

     33        (7      26  
  

 

 

    

 

 

    

 

 

 

Unaudited Consolidated Condensed Statement of Financial Position (2)

 

     At June 30, 2021
$‘m
 

Non-current assets

  

Intangible assets

     1,774  

Property, plant and equipment

     1,493  

Other non-current assets

     147  
  

 

 

 
     3,414  
  

 

 

 

Current assets

  

Inventories

     301  

Trade and other receivables

     602  

Contract asset

     140  

Cash and cash equivalents

     587  

Other current assets

     87  
  

 

 

 
     1,717  
  

 

 

 

TOTAL ASSETS

     5,131  
  

 

 

 

TOTAL EQUITY

     (740
  

 

 

 

Non-current liabilities

  

Borrowings including lease obligations

     2,891  

Other non-current liabilities

     775  
  

 

 

 
     3,666  
  

 

 

 

Current liabilities

  

Borrowings including lease obligations

     48  

Payables and other current liabilities

     1,072  

Promissory note payable to Ardagh

     1,085  
  

 

 

 
     2,205  
  

 

 

 

TOTAL LIABILITIES

     5,871  
  

 

 

 

TOTAL EQUITY and LIABILITIES

     5,131  
  

 

 

 

 

6


Unaudited Consolidated Condensed Statement of Cash Flows (2)

 

     Three months ended June 30, 2021  
     $‘m  

Cash flows from operating activities

  

Cash from operations (3)

     164  

Interest paid

     (4

Income tax paid

     (7
  

 

 

 

Cash flows from operating activities

     153  
  

 

 

 

Cash flows used in investing activities

  

Purchase of business

     (574

Capital expenditure

     (121
  

 

 

 

Cash flows used in investing activities

     (695
  

 

 

 

Cash flows from financing activities

  

Changes in borrowings

     2,763  

Repayment of related party borrowings to Ardagh

     (1,741

Lease payments

     (11

Other financing cash flows

     (10
  

 

 

 

Net cash inflow from financing activities

     1,001  
  

 

 

 

Net increase in cash and cash equivalents

     459  
  

 

 

 

Cash and cash equivalents at beginning of period

     130  

Foreign exchange loss on cash and cash equivalents

     (2
  

 

 

 

Cash and cash equivalents at end of period

     587  
  

 

 

 

Financial assets and liabilities

At June 30, 2021, the Group’s net debt and available liquidity was as follows:

 

     Drawn amount
$‘m
     Available liquidity
$‘m
 

Senior Secured and Senior Notes

     2,779        —    

Lease obligations

     194        —    

Other borrowings/credit lines

     5        —    
  

 

 

    

 

 

 

Total borrowings / undrawn facilities

     2,978        —    

Deferred debt issue costs

     (39      —    
  

 

 

    

 

 

 

Net borrowings / undrawn facilities

     2,939        —    

Cash and cash equivalents

     (587      587  
  

 

 

    

 

 

 

Net debt / available liquidity

     2,352        587  
  

 

 

    

 

 

 

AMP expects to put in place a Global Asset Based Loan Facility of approximately $300 million during the third quarter of 2021.

 

     At June 30, 2021  
     $‘m  

Net Debt

     2,352  

LTM Adjusted EBITDA

     613  

Net debt to LTM Adjusted EBITDA (4)

     3.8

 

7


Reconciliation of profit for the period to Adjusted EBITDA (5), Adjusted operating cash flow and Adjusted free cash flow (6)

 

     Three months ended June 30, 2021
$‘m
 

Profit for the period

     26  

Income tax charge

     27  

Net finance expense

     22  

Depreciation and amortization

     86  

Exceptional operating items

     12  
  

 

 

 

Adjusted EBITDA

     173  
  

 

 

 

Movement in working capital

     (1

Capital expenditure

     (121

Lease payments

     (11
  

 

 

 

Adjusted operating cash flow

     40  
  

 

 

 

Interest paid

     (4

Income tax paid

     (7
  

 

 

 

Adjusted free cash flow

     29  
  

 

 

 

 

Related Footnotes

 

(1)

Revenue and Adjusted EBITDA for the three and six months ended June 30, 2021 and 2020, respectively, are presented as disclosed for the metal beverage packaging segments within the Ardagh Group Interim Financial Statements for the three and six months ended June 30, 2021 and 2020, respectively.

(2)

The condensed financial information is derived from the group consolidation of Ardagh Group S.A. and its subsidiaries (together “Ardagh”), applying the significant accounting policies as described in note 3 of the unaudited consolidated interim financial statements of Ardagh for the three and six months ended June 30, 2021. However, such condensed financial information is not necessarily indicative of the results that would have occurred if AMP had been a stand-alone business during the period presented.

(3)

Cash from operations is derived from the aggregate of Adjusted EBITDA as presented on Page 7, working capital outflows of $1 million and other exceptional cash outflows of $8 million.

(4)

Net debt is comprised of net borrowings, net of cash and cash equivalents and restricted cash held in escrow. Net borrowings comprises non-current and current borrowings including lease obligations. LTM Adjusted EBITDA at June 30, 2021 is derived from Adjusted EBITDA as presented on Page 1 for the six months ended June 30, 2021 and 2020, respectively, and Adjusted EBITDA as presented for the metal beverage packaging segments within Ardagh’s annual report for the year ended December 31, 2020.

(5)

AMP does not provide a reconciliation to the most comparable GAAP measure for Adjusted EBITDA for the three and six months ended June 30, 2020 and the six months ended June 30, 2021, because, as outlined in notes (1) and (2) above, such information was historically reported to provide information about reportable segments of Ardagh.

(6)

Ardagh historically did not present information about Adjusted operating cash flow on the level of reportable segments and consequently AMP does not provide a reconciliation to the most comparable GAAP measure for the three and six months ended June 30, 2020 and the six months ended June 30, 2021.

 

8


******************************************************

Additional Information about the Transactions and Where to Find It

In connection with the proposed transactions contemplated by the business combination agreement, (i) Ardagh Metal Packaging S.A. (“AMPSA”) has filed a registration statement on Form F-4 with the Securities and Exchange Commission (the “SEC”), which the SEC has declared effective, constituting a prospectus of AMPSA and including a proxy statement of Gores Holdings V, Inc. (the “Company”) (the “Registration Statement”) and (ii) the Company filed with the SEC a definitive proxy statement (the “Definitive Proxy Statement”) in connection with the proposed business combination contemplated by the business combination agreement and mailed the proxy statement/prospectus and other relevant documents to its stockholders. The proxy statement/prospectus contains important information about the proposed business combination and the other matters to be voted upon at a meeting of the Company’s stockholders to be held to approve the proposed business combination contemplated by the business combination agreement and other matters. Before making any voting or other investment decision, investors and security holders of the Company are urged to read the proxy statement/prospectus 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 Company, AMPSA and the proposed business combination.

Investors and security holders can obtain free copies of the Registration Statement and the Definitive Proxy Statement and all other relevant documents filed or that will be filed with the SEC by the Company or AMPSA through the website maintained by the SEC at www.sec.gov, or by directing a request to Gores Holdings V, Inc., 9800 Wilshire Boulevard, Beverly Hills, CA 90212, 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

This document is not a solicitation of a proxy from any investor or securityholder. Ardagh Group S.A. (“AGSA”), the Company and AMPSA and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed business combination. Information about the Company’s directors and executive officers and their ownership of the Company’s securities is set forth in the Company’s filings with the SEC, and information about AGSA’s and AMPSA’s directors and executive officers is or will be set forth in their respective filings with the SEC. 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 proxy statement/prospectus regarding the proposed business combination. You may obtain free copies of these documents as described in the preceding paragraph.

 

9


Forward Looking Statements

This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination, including the anticipated timing of the proposed business combination, the services or products offered by AMPSA and the markets in which AMPSA operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and AMPSA’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “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 the Company’s or the AGSA’s securities; (ii) the risk that the proposed business combination may not be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company; (iii) the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval of the proposed business combination by the Company’s stockholders, and the satisfaction of the minimum trust account amount following redemptions by the Company’s public stockholders; (iv) the effect of the announcement or pendency of the proposed business combination on AGSA’s or AMPSA’s business relationships, performance, and business generally; (v) risks that the proposed business combination disrupts current plans of AGSA or AMPSA and potential difficulties in AGSA or AMPSA employee retention as a result of the proposed business combination; (vi) the outcome of any legal proceedings that may be instituted against the Company or AGSA related to the proposed business combination; (vii) the ability to maintain, prior to the closing of the proposed business combination, the listing of the Company’s securities on the NASDAQ Stock Market, and, following the closing of the proposed business combination, AMPSA’s shares on the New York Stock Exchange; (viii) the price of the Company’s securities prior to the closing of the proposed business combination, and AMPSA’s shares after the closing of the proposed business combination, including as a result of volatility resulting from changes in the competitive and highly regulated industries in which AMPSA plans to operate, variations in performance across competitors, changes in laws and regulations affecting AMPSA’s business and changes in the combined capital structure; and (ix) AMPSA’s ability to implement business plans, forecasts, and other expectations after the closing of the proposed business combination, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the Definitive Proxy Statement, including those under “Risk Factors” therein, and other documents filed by the Company, AGSA or AMPSA from time to time with the SEC. These filings identify and address (or will 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 the Company, AGSA and AMPSA 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. None of the Company, AGSA or AMPSA gives any assurance that either the Company or AMPSA will achieve its expectations.

No Offer or Solicitation

This document includes information related to the proposed business combination. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

10

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