News Alert: Gores Holdings II, Inc. Announces Combination with Verra Mobility

Gores II and Verra Mobility to Combine with $2.4 Billion Enterprise Value

Gores Holdings II, a $400 million SPAC, announced this morning it has entered into a definitive agreement and plan of merger with Verra Mobility, a provider of tech-enabled smart transportation solutions and a portfolio company of Platinum Equity, with an anticipated initial enterprise value of $2.4 billion.  Vera Mobility is a portfolio company of Platinum Equity, founded by Tom Gores, the brother of Gores Holdings II’s Chairman, Alec Gores.

Verra Mobility is in the smart mobility space, serving the world’s commercial fleets and rental car companies in managing tolling transactions and violations for more than 8.5 million vehicles and operating more than 4,000 red-light, speed, and school bus stop arm safety cameras.  Verra Mobility is headquartered in Mesa, Arizona and currently operates in 15 countries.

Investor Webcast and Presentation Information

Today, at 11:00 am EST on June 21, 2018, Gores Holdings II will be holding an investor conference call to discuss the transaction.

• Domestic toll-free access number is (888) 820-4544 or (471) 279-3876 (international).  Conference ID number is 89361 and request access to the Gores Transaction Announcement Investor Call.

• Replay of the call domestic toll-free access number is (800) 839-5128 or (402) 220-1504 (international).  Available from June 21, 2018 at 2:00 p.m. ET to June 28, 2018 at 11:59 p.m. ET.

TRANSACTION DETAILS

CONSIDERATION

• $400 million of cash held in Gores Holdings II’s trust account
• Additional $400 million cash from a private placement with investors led by Alec Gores, Chairman and CEO of The Gores Group, and including large institutional investors such as GIC, Hamilton Lane and Northwestern Mutual. (43,478,26,1 shares at $9.20 per share)
• The remainder of the consideration payable to the stockholders of Verra Mobility will consist of shares of Gores Holdings II common stock.
• Anticipated Enterprise Value of $2.4 billion is 11.0x the Company’s estimated 2018 pro forma Adjusted EBITDA of approximately $219 million.
• Upon completion of the transaction, including the private placement, Platinum Equity and other minority owners of Verra Mobility expect to hold approximately 42% of the newly public Verra Mobility.

FOUNDERS SHARES

• Gores Holdings II’s sponsor has agreed to cancel a portion of the 10,000,000 founder shares.
  • As a result of such cancellation, the acquisition of shares of common stock of Gores Holdings II in the private placement will be issued at a discount.
  • The shares of Gores Holdings II common stock received by the stockholders of the Company in the transaction will be restricted from trading for at least 180 days following the completion of the transaction.

EARNOUT

• Additional earn-out payments of up to an aggregate of 10 million shares of Company Class A common stock, if the price of Class A common stock trading on the Nasdaq exceeds certain thresholds during the five-year period following the closing of the Mergers. (No further details on the thresholds, as of yet)

ADVISORS

• Deutsche Bank Securities Inc. acted as lead capital markets advisor, lead private placement agent, and financial advisor to Gores Holdings II.
• Goldman, Sachs & Co acted as joint capital markets advisor and joint private placement agent and financial advisor along with Moelis & Company and Credit Suisse LLC as financial advisors.
• Weil, Gotshal & Manges LLP acted as legal advisor to Gores Holdings II.
• Gibson, Dunn & Crutcher LLP acted as legal advisor to Platinum Equity and Verra Mobility.