Footprint, a materials-science technology company seeking to eliminate single-use plastic, agreed to merge with Gores Holdings VIII Inc., a special purpose acquisition company led by billionaire Alec Gores.
The transaction is slated to give the combined company an enterprise value of $1.6 billion at its completion assuming there are no redemptions, according to a statement Tuesday confirming an earlier Bloomberg News report. The deal features a roughly $310 million private investment in public equity, or PIPE. The PIPE, priced at $10 a share, was backed by Koch Strategic Platforms among others and Koch separately committed to provide $150 million in preferred financing.
Gilbert, Arizona-based Footprint’s customers include Kraft Heinz Co., McDonald’s Corp. and Procter & Gamble Co. Increased government regulation, heightened corporate sustainability efforts and changing societal preferences have been a boost to its business, with many consumer-packaged-goods companies seeking alternatives to single-use plastic.
Footprint’s investors, including Sweetgreen Inc., Conagra Brands Inc. and JBS, will roll 100% of their equity into the new entity and are set to own about 62% of the company.
The new entity will be led by Footprint co-founder and Chief Executive Officer Troy Swope and be listed with the ticker “FOOT” on the Nasdaq.
Footprint plans to spend proceeds raised through the transaction on expanding manufacturing capacity through factories in Mexico and Poland, Swope said in an interview. The company, which makes sustainable, plant-based products, is hoping to capitalize on an estimated $315 billion annual market opportunity, he added.
“This is not a science experiment, and to execute on our revenue projections we don’t need any leaps in innovation — we just need to continue to execute,” said Swope, adding that Footprint’s packaging helps customers drastically reduce their carbon emissions.
Footprint expects its revenue to grow to $135 million next year, and $500 million in 2023, from about $50 million this year, he said.
Bloomberg News reported in August that Footprint was in talks to go public through a deal with a Gores SPAC at a valuation of as much as $3 billion. The transaction was recalibrated in recent months, in part due to feedback from SPAC investors.
“We want to ensure shareholders are set up for long-term success and exceptional performance” after the deal closes, said Gores Holdings VIII CEO Mark Stone, referring to the refreshed valuation.
Gores Holdings VIII, led by Gores and Stone, raised $345 million in a February IPO. Other Gores SPACs have merged to form companies including Ardagh Metal Packaging SA and Matterport Inc.
“The SPAC market is an interesting place to be today,” Gores said in an interview, describing the recent market correction, which has resulted in a flurry of deal terminations, as a “bit of a blessing.”
Blank-check companies are a “great product as long as they’re not being abused,” said Gores, adding that his affiliated SPACs set their own guardrails, including obtaining fairness opinions from independent advisers for each transaction.
“We welcome additional disclosures,” Stone said.
–With assistance from Eyk Henning.
© 2021 Bloomberg L.P.