Footprint to go public via merger with Gores-backed SPAC

Footprint, a global materials science technology company focused on sustainable solutions, has agreed to merge with Gores Holdings VIII Inc, a blank check company backed by The Gores Group. When the deal closes, Footprint will be renamed Footprint International and trade on the NASDAQ under the ticker symbol ‘FOOT.” Troy Swope, co-founder and CEO of Footprint, will lead the combined company.

PRESS RELEASE

GILBERT, Ariz. & LOS ANGELES–(BUSINESS WIRE)–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.”

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.

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.