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Gores Guggenheim, Inc.

Gores Guggenheim, Inc.

Feb 22, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Polestar

ENTERPRISE VALUE: $20 billion
ANTICIPATED SYMBOL: PSNY

Gores Guggenheim, Inc. proposes to combine with Polestar Performance AB, the global electric performance car company.

Founded in 2017 by Volvo Cars and Zhejiang Geely Holding, Polestar is a global pure play, premium electric performance vehicle manufacturer. The Company’s two award-winning electric performance cars, Polestar 1 and Polestar 2, are currently on roads across Europe, North America and Asia. In addition, the Company has plans to launch three new models by 2024. Polestar delivered approximately 10,000 vehicles in 2020 and expects to sell approximately 290,000 vehicles per year by 2025.

Polestar has drawn extensively on the industrial heritage, knowledge and market infrastructure of Volvo Cars. Polestar’s combination of deep automotive expertise, paired with its cutting-edge technologies and agile, entrepreneurial culture, underpins the Company’s potential for growth and success. Sustainability is at the core of Polestar’s business model, and the Company has ambitious industry-leading targets, including the goals to develop a truly climate-neutral car by 2030 and to be the most transparent pure play electric vehicle company.

Polestar Investment Highlights

  • Global premium EV player already in mass production, setting new standards for sustainability, design, technology and performance with two award-winning cars on the road
  • Operating in some of the fastest growing EV segments representing a huge global opportunity with a distribution footprint targeted to cover a majority of the market on three continents by 2025
  • Differentiated asset-light model with immediate operating leverage targeted to create a capital-efficient global premium EV company
  • Expected to enter an exciting period of rapid growth starting with the launch of its first premium electric SUV, the Polestar 3, in 2022, plans to launch two additional new models by 2024, and expand global distribution footprint to 30 markets by 2023
  • Ambitious sustainability commitments with the goals of developing a truly climate-neutral car by 2030 and being the most transparent pure EV company
  • Digital-first consumer approach, with differentiated purchase and service model, enables rapid scalability and aims to deliver exceptional customer experience
  • Visionary and experienced management team has fostered a culture focused on innovation

SUBSEQUENT EVENT – 5/16/22 – LINK

  • As previously disclosed, on April 15, 2022, the Company set April 20, 2022, as the record date for the Warrant Holder Meeting.
    • On May 16, 2022, the Company determined to change the record date and set May 18, 2022, as the record date for the Warrant Holder Meeting.

SUBSEQUENT EVENT – 4/21/22 – LINK

  • On April 21, 2022, the parties to the Business Combination Agreement entered into Amendment No. 3 to extend the Termination Date from May 27, 2022, to June 24, 2022.

SUBSEQUENT EVENT – 8-K 4/15/22

  • Warrant Holder Meeting
    • The meeting is being held to vote on converting each outstanding:
      • (i) Public Warrant into one American depository share of ListCo duly and validly issued against the deposit of an underlying class C-1 preferred share in the share capital of ListCo deposited with a bank
      • (ii) private placement warrant of the Company into one American depository share of ListCo duly and validly issued against the deposit of an underlying class C-2 preferred share in the share capital of ListCo deposited with the Depositary Bank.
    • The Company has set April 20, 2022 as the record date for the Warrant Holder Meeting.

SUBSEQUENT EVENT – 8-K 3/25/22

  • On March 24, 2022:
    • (i) the Sponsor assigned a portion of its commitment to purchase ListCo Class A ADSs, in an aggregate investment amount equaling approximately $11.4 million (the “March Sponsor Assignment”), to certain investors and
    • (ii) the Company, ListCo and Sponsor amended the Sponsor Subscription Agreement to reflect the March Sponsor Assignment.
  • As a result, Sponsor has agreed to subscribe for approximately 891,000 ListCo Class A ADSs for a purchase price of $9.09 per ListCo Class A ADS on the date of Closing, for an aggregate investment of approximately $8.1 million.
  • The Sponsor Subscription Agreement, as amended, is substantially similar to the PIPE Subscription Agreements, except with regards to purchase price and that the Sponsor has the right to assign its commitment to purchase the ListCo Class A ADSs under the Sponsor Subscription Agreement in advance of the Closing.
  • Additionally on March 24, 2022:
    • (i) Snita assigned to certain investors a portion of its commitment to purchase ListCo Class A ADSs, in an aggregate investment amount equaling approximately $15.8 million (the “March Volvo Assignment”) and
    • (ii) the Company, ListCo and Snita amended the Volvo Car Subscription Agreement to reflect the March Volvo Assignment.
  • As a result, Snita has agreed to subscribe for approximately 1.1 million ListCo Class A ADSs for a purchase price of $10.00 per ListCo Class A ADS on the date of Closing for an aggregate investment of approximately $11.2 million.
  • The Volvo Cars Subscription Agreement, as amended, is substantially similar to the PIPE Subscription Agreements, except with regards to purchase price and that Snita may, in accordance with the terms of the Volvo Cars Subscription Agreement, assign its commitment to purchase the ListCo Class A ADSs under the Volvo Cars Subscription Agreement in advance of the Closing.
  • The parties to the Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement also entered into Amendment No. 2 to the Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement.
  • Amendment No. 2  increases the amount of Company Class F Common Stock that will be canceled by the Company in connection with the Closing from 1,533,873 shares of Company Class F Common Stock to 1,540,835 shares of Company Class F Common Stock.

SUBSEQUENT EVENT – 8-K 12/17/21

New PIPE Subscription Agreements

  • The parties entered into new PIPE subscription agreements with investors, which include certain affiliates and employees of the sponsor, Gores Guggenheim Sponsor LLC.
    • Pursuant to the new PIPE agreements, the new investors have agreed to subscribe to approximately 14.3 million ADS for an average price of approximately $9.54 per ADS, reflecting an aggregate investment amount of approximately $136 million.
    • The aggregate amount of the PIPE investment and the number of Class A ADS to be purchased remains unchanged.

Amendment of Sponsor Subscription Agreement and Volvo Cars Subscription Agreement

  • Gores Guggenheim and Polestar entered into a subscription agreement the sponsor agreed to subscribe 9.08 million ADS for $9.09 for an aggregate investment amount of approximately $82.5 million.
    • The Sponsor assigned a portion of its commitment to purchase $63.0 million from certain investors, and as a result, the Sponsor has agreed to subscribe 2.15 million ADSs for a purchase price of $9.09 per ADS for $19.5 million.
  • Gores Guggenheim, entered into the Volvo Cars Subscription Agreement with Snita Holding B.V., to which Snita agreed to subscribe for 10 million ADS or a purchase price of $10.00 per ADS for an aggregate investment of $100 million.
    • Snita assigned a portion of its commitment to purchase the ADS for approximately $73 million from the new PIPE investors.
    • Snita has agreed to subscribe 2.70 million ADS for a purchase price of $10.00 per ADS for $27.0 million.

Amendment to the Sponsor and Supporting Stockholders Lock-Up Agreement

  • On December 17, 2021, the parties to the Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement entered into Amendment No. 1 to the Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement.
    • The Lock-Up Agreement Amendment provides for amendments to the Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement to increase the amount of the Company’s Class F common stock that will be canceled by the Company in connection with the Closing from 1,501,651 shares of Company Class F Common Stock to 1,533,873 shares of Company Class F Common Stock.

TRANSACTION

  • The transaction implies an enterprise value of approximately USD 20 billion for the combined company, representing approximately 3.0x 2023E revenue and 1.5x 2024E revenue.
  • Current Polestar equity holders will retain approximately 94% ownership in Polestar and roll 100% of their equity interests into the pro forma company.
  • Concurrently with the consummation of the proposed business combination, investors have committed to purchase USD 250 million of securities of the combined company (the “PIPE investment”). The USD 250 million PIPE investment is anchored by top-tier institutional investors.
  • Assuming no share redemptions by the public stockholders of Gores Guggenheim, approximately USD 800 million in cash currently held in Gores Guggenheim’s trust account, together with the approximately USD 250 million in PIPE investment proceeds (excluding transaction expenses) is expected to be used to help fund significant investment in new models and the expansion of operations and markets.
  • The proposed business combination, which has been unanimously approved by both the Board of Directors of Gores Guggenheim and the Board of Directors of Polestar, is expected to close in the first half of 2022, subject to approval by Gores Guggenheim’s stockholders and other customary closing conditions.
  • Existing Polestar investors include Volvo Car Group and affiliates of Geely Chairman Eric Li, and actor and activist Leonardo DiCaprio, amongst others.

ggpi trans overview

PIPE

  • USD 250 million PIPE investment Total
    • An aggregate of 7.43 million ListCo Class A ADSs (the “PIPE Shares”) for a purchase price of $9.09 per share in a private placement, for an aggregate amount of $67,500,000 (the “PIPE Investment Amount”).
    • The Sponsor agreed to subscribe for an additional 9.08 million ListCo Class A ADSs for a purchase price of $9.09 per share on the date of Closing, for an aggregate investment of $82,500,000 (the “Sponsor Investment Amount”).
    • The Volvo Cars Subscription Agreement, Snita agreed to subscribe for an additional 10 million ListCo Class A ADSs for a purchase price of $10.00 per share on the date of Closing.
    • The Volvo Cars Preference Subscriber agreed to subscribe for mandatory convertible preference shares of ListCo (the “ListCo Preference Shares”) for an aggregate subscription price of $10.00 per share, for an aggregate investment amount equal to approximately $500,000,000 (the “Volvo Cars PIPE Investment Amount”).
  • The proceeds of such subscription will be used to satisfy certain accounts payable that are or will be due and payable by certain subsidiaries of Parent to Volvo Cars.

PRE-CLOSING REORGANIZATION

  • As consideration for the Pre-Closing Reorganization, ListCo will issue to Parent a number of class A ordinary shares in the share capital of ListCo which class A ordinary shares shall entitle the holder to one vote per share (“ListCo Class A Shares”) and class B ordinary shares in the share capital of ListCo, which class B ordinary shares shall entitle the holder to ten votes per share (“ListCo Class B Shares,” and, together with the ListCo Class A Shares, the “ListCo Shares”), such that, following the Pre-Closing Reorganization, Parent will hold an aggregate number of ListCo Shares equal to approximately
    • (a) $20,003,000,000 divided by $10.00, less
    • (b) the aggregate principal amount due in respect of certain convertible notes of Parent outstanding as of immediately prior to the Closing, divided by
      • (ii) the applicable conversion price of such notes, less
    •  (c) 49,803,900, which represents the aggregate number of ListCo Preference Shares issued pursuant to the Volvo Cars Preference Subscription Agreement
  • In the event the Requisite GG Warrantholder Approval (as defined below) is obtained prior to the Effective Time, each Public Warrant shall be automatically cancelled and extinguished and converted into the right to receive one American depository share of ListCo (“ListCo Class C-1 ADS”) duly and validly issued against the deposit of an underlying class C-1 preferred share in the share capital of ListCo (“ListCo Class C-1 Share”) deposited with the Depositary Bank. Each ListCo Class C-1 Share will be exercisable to acquire a ListCo Class A Share at an exercise price of $11.50 per share. In addition, each private placement warrant of the Company (“Private Placement Warrant”) will be automatically cancelled and extinguished and converted into the right to receive one American depository share of ListCo (“ListCo Class C-2 ADS”) duly and validly issued against the deposit of an underlying class C-2 preferred share in the share capital of ListCo (“ListCo Class C-2 Share”) deposited with the Depositary Bank. Each ListCo Class C-2 Share will be exercisable to acquire a ListCo Class A Share at an exercise price of $11.50 per share.

LOCK-UP

  • Company – Each Parent Shareholder has agreed to not transfer any equity security of ListCo issued to them pursuant to the Business Combination Agreement or other transaction documents contemplated by the Business Combination Agreement during the period commencing the date of Closing and ending 180 days following the date of the Closing.
  • Sponsor – has agreed not to transfer any ListCo Class A ADSs issued pursuant to the Business Combination Agreement during the period beginning the date of Closing and ending 180 days following the date of the Closing

EARNOUT

“Earn Out Share Number” means a number equal to 0.075 multiplied by the number of issued and outstanding ListCo Shares as of immediately after the Effective Time (including, for the avoidance of doubt, ListCo Shares issued pursuant to the Subscription Agreements), rounded down to the nearest whole number.

  • As additional consideration for the Pre-Closing Consolidation, after the Lock-up Period until the fifth anniversary of the expiration of the Lock-up Period (the “Earn Out Period”), ListCo shall cause the following number of Earn Out Shares to be issued to Parent
    • Tier One – The VWAP equals $13.00/Share for 20/30 consecutive trading days, 20% of the Earn Out Class A Shares and 20% Earn Out Class B
    • Tier Two – The VWAP equals $15.50/Share for 20/30 consecutive trading days, 20% of the Earn Out Class A Shares and 20% Earn Out Class B
    • Tier Three – The VWAP equals $18.00/Share for 20/30 consecutive trading days, 20% of the Earn Out Class A Shares and 20% Earn Out Class B
    • Tier Four – The VWAP equals $20.50/Share for 20/30 consecutive trading days, 20% of the Earn Out Class A Shares and 20% Earn Out Class B
    • Tier Five – The VWAP equals $23.00/Share for 20/30 consecutive trading days, 20% of the Earn Out Class A Shares and 20% Earn Out Class B

SUPPORT FORFEITURE

  •  The Sponsor has agreed to the forfeiture of up to 1,501,651 GG Class F Shares.

NOTABLE CONDITIONS TO CLOSING

  • The obligations of Parent, Polestar Singapore, Polestar Sweden, ListCo and Merger Sub to consummate the Transactions is subject to, among other things, the aggregate amount of cash held in the Company’s trust account (after giving effect to the Stockholder Redemptions, the Sponsor Investment Amount, the PIPE Investment Amount and the Volvo Cars PIPE Investment Amount (as defined below)) being no less than $950,000,000, prior to the payment of any unpaid or contingent liabilities and fees and expenses of the Company (including, as applicable, any Company Transaction Expenses (as defined in the Business Combination Agreement)) as of the Closing.

NOTABLE CONDITIONS TO TERMINATION

  • Subsequent Event – On April 21, 2022, the parties to the Business Combination Agreement entered into Amendment No. 3 to extend the Termination Date from May 27, 2022, to June 24, 2022.
  • By mutual written consent of the Company and Parent if the Closing has not occurred on or prior to May 27, 2022

ADVISORS

  • Citi is acting as exclusive financial advisor to Polestar and is acting as joint placement agent on the PIPE. Kirkland & Ellis LLP is serving as legal advisor to Polestar.
  • Deutsche Bank Securities Inc. is acting as financial advisor and lead capital markets advisor to Gores Guggenheim, Inc., and joint placement agent on the PIPE.
  • Morgan Stanley and Guggenheim Securities, LLC are acting as financial advisor to Gores Guggenheim, Inc. and joint placement agents on the PIPE.
  • Barclays is also acting as financial advisor to Gores Guggenheim. Weil, Gotshal & Manges LLP and Hannes Snellman are serving as legal advisor to Gores Guggenheim and Latham & Watkins LLP is serving as legal advisor to the placement agents.

MANAGEMENT & BOARD

Executive Officers

Mark Stone, 57
Chief Executive Officer

Mr. Stone is a Senior Managing Director of The Gores Group. Mr. Stone is a member of the Investment Committee and a member of the Office of the Chairman of The Gores Group. Mr. Stone has worked at The Gores Group for more than fifteen years. Mr. Stone served as the Chief Executive Officer of Gores Holdings I from its inception in June 2015 until completion of the Hostess acquisition in November 2016 and served as a Director of Hostess until April 2018. Additionally, Mr. Stone served as the Chief Executive Officer of Gores Holdings II from its inception in August 2016 until completion of the Verra Mobility acquisition in October 2018, as the Chief Executive Officer of Gores Holdings III from its inception in October 2017 until the completion of the PAE acquisition in February 2020, and as the Chief Executive Officer of Gores Holdings IV since June 2019 until the completion of the UWM acquisition in January 2021. Mr. Stone has also served as Chief Executive Officer of Gores Holding VI since June 2020 and will continue to do so until the pending completion of the Matterport acquisition. Mr. Stone has served as the Chief Executive Officer of Gores Holdings V since June 2020 and Gores Holdings VII since January 2021. From 2005 until 2013, Mr. Stone primarily focused on worldwide operations of Gores’ portfolio companies and Gores’ operational due diligence efforts. He has been a senior team member with key responsibility in several turnaround, value-oriented investment opportunities, including Stock Building Supply, a supplier of building materials and construction services to professional home builders and contractors in the Unites States; United Road Services, a provider of finished vehicle logistics services; and Sage Automotive Interiors, the largest North American manufacturer of high-performance automotive seat fabrics. Mr. Stone has also been involved with the acquisitions, successful carve-outs and transformations of Lineage Power and VincoTech, manufacturers of telecom conversion products, electronic OEMs, power modules, GPS products and electronic manufacturing services, from TE Connectivity Ltd.; Therakos, a global leader in advanced technologies for extracorporeal photopheresis (ECP), from Johnson & Johnson; and Sagem Communications, a Paris-based manufacturer of set-top boxes, residential terminals, printers and other communications equipment, from the Safran Group. He has served as Executive Chairman and/or CEO of several portfolio companies including Siemens Enterprise Communications, a leading Munich-based global corporate telephony (PBX) and unified communications (UC) solutions provider, and Enterasys Networks, a global network solutions provider. Prior to joining The Gores Group, Mr. Stone spent nearly a decade as a chief executive transforming businesses across the services, industrial and technology sectors. Mr. Stone spent five years with The Boston Consulting Group as a member of their high technology and industrial goods practices and served in the firm’s Boston, London, Los Angeles and Seoul offices. Mr. Stone earned a B.S. in Finance with Computer Science and Mathematics concentrations from the University of Maine and an M.B.A. in Finance from The Wharton School of the University of Pennsylvania.

Andrew M. Rosenfield, 69
President and Director Nominee

Mr. Rosenfield is the President of Guggenheim Partners, which he joined in 2004 as a Managing Partner, where he is responsible for many aspects of firm management and strategic planning and leads the firm’s principal transactions. Mr. Rosenfield is also a Professor of Law at the University of Chicago Law School, whose faculty he joined in 1986. From 2010 through 2018, while remaining a Managing Partner at Guggenheim Partners, Mr. Rosenfield was the founder and Chief Executive Officer of TGG Group, a behavioral economics consulting firm. From 1977 until 2001, Mr. Rosenfield was the co-founder and Chief Executive Officer of Lexecon Inc. (now known as Compass Lexecon), a leading law and economics consulting firm. From 1999 until its sale in 2004, Mr. Rosenfield was the founder and Chief Executive Officer of UNext Inc., an early online education business that partnered with Columbia University, Stanford University, the University of Chicago, Carnegie Mellon University and the London School of Economics. Mr. Rosenfield is active in the Chicago community and is a board member of various non-profit organizations such as the Board of Trustees of The University of Chicago and the Board of Trustees of the Art Institute of Chicago. Mr. Rosenfield received a J.D. from The University of Chicago Law School, an MCRP from Harvard University Graduate School of Design and a B.A. in economics and mathematic from Kenyon College.

Andrew McBride, 40
Chief Financial Officer and Director Nominee

Mr. McBride has served as Director, Finance and Tax at The Gores Group since February 2010, where he is responsible for tax due diligence and structuring of acquisitions, compliance, planning, financial management and portfolio company reporting. Mr. McBride also served as the Chief Financial Officer and Secretary of Gores Holdings I from January 2016 until completion of the Hostess acquisition in November 2016. Additionally, Mr. McBride served as the Chief Financial Officer and Secretary of Gores Holdings II since its inception in August 2016 until completion of the Verra acquisition in October 2018 and as the Chief Financial Officer and Secretary of Gores Holdings III since its inception in October 2017 until the completion of the PAE acquisition in February 2020. Mr. McBride has also served as the Chief Financial Officer of Gores Metropoulos since its inception in August 2018, until the completion of the Luminar acquisition in December 2020. In addition, Mr. McBride has served as the Chief Financial Officer and Secretary of Gores Holdings IV since June 2019 until the completion of the UWM acquisition in January 2021. Mr. McBride has also served as Chief Financial Officer of Gores Holding VI since June 2020 and will continue to do so until the pending completion of the Matterport acquisition. Mr. McBride has also served as the Chief Financial Officer of Gores Holdings V since June 2020, Gores Metropoulos II since July 2020, Gores Holdings VII since January 2021, Gores Holding VIII since January 2021, Gores Technology since January 2021 and Gores Technology II since January 2021. Previously, from January 2008 to January 2010, Mr. McBride worked in the High Net Worth group at Ehrhardt, Keefe, Steiner, and Hottman, P.C. From January 2004 to January 2008, Mr. McBride was with KPMG, LLP, assisting international corporations with tax planning, structuring and compliance issues. Mr. McBride holds a B.S. in Accounting and Finance from the University of Notre Dame and is licensed as a Certified Public Accountant in the State of Colorado.

Board of Directors

Alec Gores, 67
Chairman

Mr. Gores is the Founder, Chairman and Chief Executive Officer of The Gores Group, a global investment firm focused on acquiring businesses that can benefit from the firm’s operating expertise. Mr. Gores implemented an operational approach to private equity investing when he founded The Gores Group in 1987 by operating businesses alongside management, or in some cases in lieu of management, to build value in those entities. Since then, the firm has acquired more than 120 businesses including a current portfolio of 8 active companies worldwide. Mr. Gores began his career as a self-made entrepreneur and operating executive. In 1978, he self-funded and founded Executive Business Systems (EBS), a developer and distributor of vertical business software systems. Within seven years, EBS had become a leading value-added reseller in Michigan and employed over 200 people. In 1986, CONTEL purchased EBS, and Mr. Gores subsequently began acquiring and operating non-core businesses from major corporations and building value in those entities, a decision that ultimately led to the founding of what has evolved into The Gores Group today. Under his leadership, The Gores Group has continued to acquire businesses in need of operational and financial resources, while creating value and working with management teams to establish an entrepreneurial environment as a foundation for sustainable growth. This philosophy has served the firm well. Mr. Gores served as the Chairman of the Board of Directors of Gores Holdings I from its inception in June 2015 until completion of the Hostess acquisition in November 2016, as the Chairman of the Board of Directors of Gores Holdings II since its inception in August 2016 until completion of the Verra acquisition in October 2018 and as the Chairman of the Board of Directors of Gores Holdings III since its inception in October 2017 until the completion of the PAE acquisition in February 2020. Additionally, Mr. Gores has served as the Chief Executive Officer and Director of Gores Metropoulos since its inception in August 2018 until the completion of the Luminar acquisition in December 2020 and has served as a director of Luminar since December 2020. In addition, Mr. Gores has served as the Chairman of the Board of Directors of Gores Holdings IV since June 2019 until the completion of the UWM acquisition in January 2021. Mr. Gores has also served as the Chairman of the Board of Directors of Gores Holding VI since June 2020 and will continue to do so until the pending completion of the Matterport acquisition. Mr. Gores has served as the Chairman of the board of directors of Gores Holdings V since June 2020, Gores Holdings VII since January 2020, Gores Holdings VIII since September 2020, Gores Technology since December 2020 and Gores Technology II since December 2020. Mr. Gores has also served as the Chief Executive Officer and a director of Gores Metropoulos II since July 2020. Mr. Gores holds a degree in Computer Science from Western Michigan University.

Randall Bort, 56
Director

Mr. Bort is a Co-Founder of SandTree Holdings, LLC, a private commercial real estate investment firm, and has been a partner at SandTree since November 2012. Previously, Mr. Bort was an investment banker at Drexel Burnham Lambert, BT Securities, Donaldson, Lufkin & Jenrette, Credit Suisse First Boston, The Mercanti Group and Imperial Capital. Mr. Bort has significant financial, transactional and capital markets experience across multiple industries and has worked both domestically and in Asia. Mr. Bort earned a B.A. in Economics and Mathematics from Claremont McKenna College and an M.B.A. in Finance and Entrepreneurial Management from The Wharton School of the University of Pennsylvania. Mr. Bort served as a member of the board of directors of Gores Holdings I from August 2015 until completion of the Hostess acquisition in November 2016, as a member of the board of directors of Verra Mobility Corp. (formerly Gores Holdings II) from January 2017 until June 2019, as a member of the board of directors of Gores Holdings III from September 2018 until the completion of the PAE acquisition in February 2020, and as a member of the board of directors of Gores Metropoulos, from February 2019 until the completion of the Luminar acquisition in December 2020. In addition, Mr. Bort has served as a member of the board of directors of Gores Holdings IV from June 2019 until the completion of the UWM acquisition in January 2021 and Mr. Bort has served as a member of the board of directors of Gores Holdings V since August 2020 and Gores Metropoulos II since January 2021. Mr. Bort has also served as a member of the board of directors of Gores Holding VI since June 2020 and will continue to do so until the pending completion of the Matterport acquisition. Mr. Bort is also expected to serve as a member of the board of directors of Gores Holdings VII and Gores holding VIII, upon completion of its offering. Mr. Bort also is a member of the Board of Trustees of Children’s Bureau, a non-profit organization based in Los Angeles focused on foster care and the prevention of child abuse.

Elizabeth Marcellino, 62
Director

Ms. Marcellino is a writer and journalist reporting on a wide range of policy issues for Los Angeles-based City News Service. She was previously a managing director at Goldman Sachs Group, Inc., where she worked from 1991 to 2004 in investment banking, portfolio management, and private equity. During her time with the firm’s Principal Investment Area, Ms. Marcellino managed operations and human resources in support of a global team investing $10 billion in corporate private equity funds. Prior to that, as a portfolio manager for Goldman Sachs Asset Management, Ms. Marcellino launched and managed the Goldman Sachs Real Estate Securities Fund, a total return fund invested primarily in REITs. As an investment banker, Ms. Marcellino advised primarily real estate clients in a wide range of public and private buy-side and sell-side transactions across all property types, including lodging and gaming. Ms. Marcellino has also served as a member of the board of directors of Gores Holding VI since June 2020 and will continue to do so until the pending completion of the Matterport acquisition. Ms. Marcellino is also expected to serve as a member of the board of directors of Gores Holdings VII, upon completion of its offering. She earned a B.A. in Economics from the University of California, Los Angeles and an M.B.A. in Finance and Real Estate from The Wharton School of the University of Pennsylvania. Ms. Marcellino sits on the national board of Jumpstart for Young Children (“Jumpstart”), a nonprofit organization working to close the early childhood education gap, and also serves on that board’s finance committee. She is also a board member and treasurer for the Society of Professional Journalists, Greater Los Angeles Chapter.

Nancy Tellem, 67
Director

Ms. Tellem is the Executive Chairperson of Eko, a media network that reimagines storytelling by using proprietary technology to create interactive stories that respond and leverage the interactive nature of today’s media devices. In addition, as a board member of Metro-Goldwyn-Mayer Holdings Inc. (“Metro-Goldwyn-Mayer”) since 2013, Nancy expanded her role from January through July 2019, becoming Executive Director to the Office of the CEO to help develop the overall long-term strategy for the company. Until October of 2014, Ms. Tellem was President of Xbox Entertainment Studios where she oversaw Microsoft’s TV strategy and created a studio focused on the development and production of interactive programming. From 1997 to 2012, Ms. Tellem was President of the CBS Network Television Entertainment Group. She oversaw both CBS Entertainment Network and CBS Studios. Before CBS, Ms. Tellem was the Executive Vice President of Business and Financial Affairs for Warner Bros. Entertainment Inc. where she shepherded in such hits as “ER” and “Friends.” In 2006, Ms. Tellem was inducted into the Broadcasting & Cable Hall of Fame for her contributions to the electronic arts. Ms. Tellem holds board and advisory positions at numerous digital and media-related companies, including Eko, Metro-Goldwyn-Mayer, Nielsen Holdings plc, LeagueApps, Inc., KODE Labs, Inc. and is a board member of Rocket Companies, Inc., Cranbrook Art Academy and Museum, and Seeds of Peace, Inc. Ms. Marcellino has also served as a member of the board of directors of Gores Holding VI since June 2020 and will continue to do so until the pending completion of the Matterport acquisition. She earned her B.A. from the University of California Berkeley, and received her J.D. from University of California, Hastings College of Law.

 

ByKristi Marvin