Gores Metropoulos II, Inc. (GMII) Shareholders Approve Sonder Deal

Gores Metropoulos II, Inc. (NASDAQ:GMII) announced that its shareholders have approved its combination with next-generation hospitality firm Sonder Holdings in a special meeting held Friday, January 14.

The press release did not disclose redemption amounts, but presumably that will be filed shortly. The SPAC opened at $8.49 today, and is currently up by 2.83% at $8.72 following the headlines. Sonder will draw on $165 million in principal amount of delayed draw notes following the closing of the business combination.

In late October, Gores Metropoulos II revised its deal with Sonder and increased funding for the transaction. The revision slashed Sonder’s envisaged enterprise value 12.5% from $2.2 billion to $1.925 billion. However, this was softened for Sonder through $110 million in new funding into the PIPE from Gores II affiliates and other investors, bringing the total PIPE to approximately $310 million. This new cash came from existing PIPE investors Fidelity Management & Research, BlackRock, Atreides Management, and Senator Investment Group and is at the hefty discount of $8.89 per share, or 11,507,074 shares.

Gores Metropoulos II closed the transaction today, and the combined company will commence trading its common stock and warrants on the Nasdaq Global Select Market tomorrow under the ticker symbols “SOND” and “SONDW”, respectively.

The parties initially announced their deal on April 30. San Fransisco-based Sonder is working to redefine the guest experienced by transforming apartments and hotel rooms into short term rentals with a modern touch.

Sonder will retain its experienced management team. Mr. Davidson will continue to serve as Co-Founder and CEO and Mr. Banker will continue to serve as President and CFO.

ADVISORS

• Goldman Sachs  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, Morgan Stanley, 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