Through innovative technology and thoughtfully
designed accommodations, Sonder is revolutionizing the hospitality
industry
Combined company to have an estimated pro forma
enterprise value of approximately $2.2 billion
Business combination includes $650 million of
cash proceeds from Gores Metropoulos II before expenses, including
fully committed PIPE of $200 million from top-tier institutional
investors, including Fidelity Management & Research Company
LLC, funds and accounts managed by BlackRock, Atreides Management,
LP, entities affiliated with Moore Capital Management, Principal
Global Investors, LLC, and Senator Investment Group
Proceeds from the business combination will be
used to continue global growth and expansion and increase
investments in technology to drive an elevated guest experience
Sonder Holdings Inc. (“Sonder” or the “Company”), a leading
next-generation hospitality company that is redefining the guest
experience, and Gores Metropoulos II, Inc. (Nasdaq: GMIIU, GMII and
GMIIW), 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 Dean Metropoulos of
Metropoulos & Co., today announced that they have entered into
a definitive agreement (the “Merger Agreement”) to combine. The
technology-driven hospitality business is expected to have a pro
forma enterprise value of $2.2 billion and over $700 million of net
cash at closing.
Sonder officially launched in 2014 and was co-founded by Francis
Davidson, Chief Executive Officer, and Martin Picard, Global Head
of Real Estate. Since its founding, Sonder has executed against its
mission to transform the hospitality industry through modern,
technology-powered service and inspiring, thoughtfully designed
accommodations combined into one seamlessly managed experience.
Sonder currently operates more than 300 properties across 35
markets in eight countries.
Sonder works directly with real estate developers and property
owners to lease, manage and operate spaces, providing guests with
exceptionally designed accommodations at affordable prices on a
nightly, weekly or monthly basis. Led by a management team with
deep technology, operational and hospitality experience, the
Company’s tech-enabled, mobile-first platform provides seamless
booking, digital concierge and a unified, on-demand platform for
maintenance and service. Driven by Sonder’s differentiated digital
service model, the Company can reduce operating costs by as much as
50% compared to traditional hotels.
“Through innovative technology and thoughtfully designed
accommodations, Sonder is revolutionizing the hospitality
industry,” said Francis Davidson, Sonder’s co-founder and CEO.
“With modernized service, we are delivering uncompromising quality
with inspiring design, and offering accommodations at a price point
that democratizes access to an extraordinary hospitality
experience. We are incredibly excited about this transaction with
Gores, which we view as a natural extension of our longstanding
relationship that will enable us to accelerate our growth on the
path to build the iconic 21st century brand in hospitality.”
“Sonder’s differentiated, tech-driven platform and unique value
proposition have put the company at the forefront of the
hospitality industry,” said Alec Gores, Chairman and CEO of The
Gores Group and CEO of Gores Metropoulos II. “With its enormous
market opportunity and experienced leadership team, Sonder has
already proven the resiliency and scalability of its business and
has tremendous potential to continue expanding globally amid
tailwinds created by the impending travel recovery. This
transaction strikes at the core of our continued focus on
identifying and partnering with companies that are true disruptors
in their industries, and we’re confident that our partnership will
enable Sonder to solidify its leading position as the hospitality
brand of tomorrow.”
“Throughout the course of my career I’ve been focused on finding
and developing unique consumer brands and experiences,” said Dean
Metropoulos, Chairman of Gores Metropoulos II. “Sonder’s fresh
approach to hospitality meets the needs of an evolving traveler and
puts the company in a great position to take advantage of these
rapidly transforming trends.”
The business combination will provide Sonder with additional
capital and expertise to accelerate and supercharge Sonder’s
vision. Together with GM II, Sonder will be able to further
capitalize on opportunities within the growing $800+ billion global
lodging market and strengthen its position as a differentiated,
rapidly growing innovator in the hospitality industry. Over the
next few years, Sonder plans to continue investing in technology
and expanding its footprint and product offering to drive an
unparalleled guest experience, while also delivering even greater
value to its real estate partners.
Sonder expects to achieve approximately $4 billion of revenue in
2025, driven by significant real estate supply growth, global
travel market recovery and revenue enhancement initiatives.
Transaction Overview
The combined company is expected to have an estimated pro forma
enterprise value of approximately $2.2 billion at closing,
representing 3.6x Sonder’s projected 2022 revenue. Existing Sonder
stockholders will retain 74% ownership in the pro forma
company.
Concurrently with the consummation of the transaction,
additional investors have committed to participate in the proposed
business combination by purchasing shares of common stock of GM II
in a private placement (the “PIPE”). The $200 million PIPE
investment is led by an affiliate of The Gores Group, with
participation from top-tier institutional investors, including
Fidelity Management & Research Company LLC, funds and accounts
managed by BlackRock, Atreides Management, LP, entities affiliated
with Moore Capital Management, Principal Global Investors, LLC, and
Senator Investment Group. The balance of the $450 million in cash
is held in GM II’s trust account, in addition to $165 million
raised as part of a March 2021 convertible notes offering led by
Moore Strategic Ventures, the privately held investment company for
Louis M. Bacon, Founder and CEO of Moore Capital Management, LP,
together with the approximately $200 million in PIPE proceeds,
excluding transaction expenses, will be used to fund operations and
support new and existing growth initiatives. All references to
available cash are subject to any redemptions by the public
stockholders of GM II and payment of transaction expenses.
The proposed business combination, which has been unanimously
approved by GM II’s Board of Directors and Sonder’s Board of
Directors, is expected to close in the second half of 2021, subject
to approval by GM II’s stockholders and other customary closing
conditions.
Following the closing of the proposed business combination,
Sonder will retain its experienced management team. Mr. Davidson
will continue to serve as CEO and Sanjay Banker will continue to
serve as President and CFO.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial
advisor to Sonder. Wilson Sonsini Goodrich & Rosati 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 GM II. Moelis & Company LLC
acted as additional financial advisor to GM II. Weil, Gotshal &
Manges LLP is serving as legal advisor to GM II.
Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC,
Citigroup and Deutsche Bank Securities Inc. are serving as joint
lead placement agents on the PIPE. Latham & Watkins LLP is
serving as legal advisor to the co-placement agents.
Investor Webcast
Management of Sonder and GM II will host an investor conference
call on Friday, April 30, 2021 at 10 am EST to discuss the proposed
business combination. The call can be accessed by dialing
+1.844.385.9713 (domestic toll-free number) or +1.678.389.4980
(international) and providing the conference ID 789503#. A webcast
of the call can be accessed by visiting
https://www.netroadshow.com/nrs/home/?show=959b3eb0
About Sonder
Sonder is revolutionizing hospitality through innovative,
tech-powered service and inspiring, thoughtfully designed
accommodations combined into one seamlessly managed experience.
Officially launched in 2014 and headquartered in San Francisco,
Sonder is making a world of better stays open to all with a variety
of accommodation options — from rooms to suites and apartments —
found in 35 markets spanning eight countries and three continents.
Sonder’s innovative App empowers guests by making self-service
features and 24/7 on-the-ground support just a tap away. From
simple self-check-in to boutique bathroom amenities, we bring the
best of a hotel without any of the formality.
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: GMIIU, GMII and GMIIW) 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. Mr.
Gores and Mr. Metropoulos together have more than 65 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, Mr. Gores and Mr.
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 GM 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 GM 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 GM 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 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 GM II or other conditions to closing in the
Merger Agreement; (c) the ability to meet Nasdaq’s listing
standards following the consummation of the proposed business
combination; (d) the inability to complete the PIPE; (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 GM 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 GM 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; and (j) other risks and uncertainties
indicated from time to time in the final prospectus of GM II,
including those under “Risk Factors” therein, and other documents
filed or to be filed with the Securities and Exchange Commission
(“SEC”) by GM 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
GM 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 GM 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 the Merger Agreement and investor presentation,
will be provided in a Current Report on Form 8-K which will be
filed by GM II with the SEC and will also be available at
www.sec.gov.
In connection with the proposed business combination, GM II
intends to file a registration statement on Form S-4 (the
“Registration Statement”) that includes a preliminary proxy
statement, consent solicitation statement and prospectus with
respect to GM II’s securities to be issued in connection with the
proposed business combination that also constitutes a preliminary
prospectus of GM 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 GM 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. GM 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 GM 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. GM 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
GM 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.
GM II stockholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of GM II in GM 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
GM 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 GM
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/20210430005242/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/Danya
Al-Qattan Sard Verbinnen & Co GoresGroup-SVC@sardverb.com
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