Gores Holdings IV, Inc.
PROPOSED BUSINESS COMBINATION: United Wholesale Mortgage (“UWM”)
EQUITY VALUE: $16.1 billion
ANTICIPATED SYMBOL: UWMC
Gores Holdings IV, Inc. proposes to combine with United Wholesale Mortgage (“UWM”). UWM is the largest wholesale mortgage originator in the United States with nearly 7,000 dedicated team members. UWM’s differentiated business model focuses exclusively on providing wholesale mortgage clients superior service through proprietary technology that enables them to process mortgage applications at faster speeds and provide lower rates than competitors.
Upon completion of the proposed transaction, the combined company will operate under the UWM name and the Class A common stock will be listed on NASDAQ under the new ticker symbol “UWMC.” The transaction values UWM at approximately $16.1 billion, or 9.5x the Company’s estimated 2021 Adjusted Net Income of approximately $1.7 billion.
Along with approximately $425 million in cash held in Gores Holdings IV’s trust account, additional investors have committed to participate in the proposed business combination via a $500 million private placement, led by Alec Gores, Chairman and CEO of The Gores Group, and including large institutional investors.
Post-transaction, including the private placement, the current owners of UWM will retain approximately 94% ownership of the combined company. The existing management team, led by long-standing President and CEO Mat Ishbia, will continue to lead the business.
The proposed business combination is expected to close in the fourth quarter of 2020 and upon closing, the name of Gores Holdings IV will be changed to UWM Corporation.
TRANSACTION SUMMARY
At the Closing, a series of transactions will occur, including the following:
- (a) UWM LLC will issue to SFS Corp. a number of UWM Class B Common Units equal to the quotient of the Company Equity Value divided by $10.00, minus the number of outstanding shares of Class F Common Stock of the Company as of immediately prior to Closing;
- (b) the Company will contribute to UWM LLC an amount in cash equal to the Closing Cash Consideration, which is expected to be approximately $895,000,000 assuming no redemptions by the Company’s stockholders;
- (c) UWM LLC will issue to the Company the number of UWM Class A Common Units equal to the number of issued and outstanding shares of the Class A Common Stock as of immediately prior to the Closing; and
- (d) the Company will issue to SFS Corp. a number of shares of the Class D Common Stock equal to the number of UWM Class B Common Units issued by UWM LLC to SFS Corp. pursuant to clause (a) above.
The Company Equity Value is defined in the Business Combination Agreement as $16,052,000,000 minus
- (i) Available Cash, minus
- (ii) an amount, if any, by which Closing Cash is less than the Closing Cash Target, plus
- (iii) an amount, if any, by which Closing Cash exceeds the Closing Cash Target, which for purposes of clause (iii) shall not exceed $200,000,000.
In addition to the consideration to be paid at the Closing, SFS Corp. will be entitled to receive an additional number of earn-out shares from the Company, issuable in shares of Class D Common Stock and UWM Class B Common Units
- If the price of the Company’s Class A Common Stock exceeds certain thresholds during the five-year period following the Closing.
- The maximum number of shares to be issued in connection with the earn-out will not exceed 6% of the Company Equity Value, divided by $10.00, assuming each of the price thresholds is achieved during the earn-out period.
PIPE
- An aggregate of 50,000,000 shares of Class A Common Stock in a private placement for $10.00 per share (the “Private Placement”).
- The proceeds from the Private Placement will be used to partially fund the cash consideration to be paid to UWM LLC at the Closing.
EARNOUT
Following the Closing and until the date that is five (5) years after the Closing Date, as additional consideration for the Transaction, UWM LLC and GHIV shall issue, upon the occurrence of any Triggering Event, additional UWM Class B Common Units and GHIV Class D Common Stock, if any, to SFS Corp. as follows:
- (i) a number of UWM Class B Common Units and shares of GHIV Class D Common Stock, in each case equal to
- (A) one and one-half percent (1.5%) of the Company Equity Value, divided by
- (B) $10.00 (the “First Level Contingent Consideration”), if the GHIV VWAP is greater than or equal to $13.00 over any ten (10) trading days within any thirty (30) trading day period (the “First Triggering Event”);
- (ii) a number of UWM Class B Common Units and shares of GHIV Class D Common Stock, in each case equal to
- (A) one and one-half percent (1.5%) of the Company Equity Value, divided by
- (B) $10.00 (the “Second Level Contingent Consideration”), if the GHIV VWAP is greater than or equal to $15.00 over any ten (10) trading days within any thirty (30) trading day period (the “Second Triggering Event”);
- (iii) a number of UWM Class B Common Units and shares of GHIV Class D Common Stock, in each case equal to
- (A) one and one-half percent (1.5%) of the Company Equity Value, divided by
- (B) $10.00 (the “Third Level Contingent Consideration”), if the GHIV VWAP is greater than or equal to $17.00 over any ten (10) trading days within any thirty (30) trading day period (the “Third Triggering Event”); and
- (iv) a number of UWM Class B Common Units and shares of GHIV Class D Common Stock, in each case equal to
- (A) one and one-half percent (1.5%) of the Company Equity Value, divided by
- (B) $10.00 (the “Fourth Level Contingent Consideration” and, together with the First Level Contingent Consideration, the Second Level Contingent Consideration and the Third Level Contingent Consideration, the “Contingent Consideration”) if the GHIV VWAP is greater than or equal to $19.00 over any ten (10) trading days within any thirty (30) trading day period (the “Fourth Triggering Event”.
NOTABLE CONDITIONS TO CLOSING
- Subject to the availability of at least an aggregate of $712,500,000 from the Company’s trust account and the Private Placement
NOTABLE CONDITIONS TO TERMINATION
- By written consent of the Company, SFS Corp. and UWM LLC if the transactions have not been consummated by March 31, 2021 and the delay in closing beyond such date is not due to the breach of the Business Combination Agreement by the party seeking to terminate.
ADVISORS
- Deutsche Bank Securities and Morgan Stanley & Co. LLC acted as lead financial advisors, lead capital market advisors and exclusive private placement agents to Gores Holdings IV
- Moelis & Company LLC acted as financial advisor to Gores Holdings IV.
- Weil, Gotshal & Manges LLP acted as legal advisor to Gores Holdings IV.
- Goldman Sachs & Co. LLC acted as financial advisor to UWM.
- Greenberg Traurig, LLP acted as legal advisor to UWM.
GORES HOLDINGS IV, INC. MANAGEMENT & BOARD
Executive Officers
Mark R. Stone, 56
CEO
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 ten years, primarily focusing on worldwide operations of all Gores’ portfolio companies and all 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. Mr. Stone also 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 since its inception in August 2016 until completion of the Verra acquisition in October 2018 and as the Chief Executive Officer of Gores Holdings III since its inception in October 2017 until the pending completion of the PAE acquisition, which is expected to be consummated during the first quarter of 2020. 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 McBride, 39
CFO and Secretary
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 pending completion of the PAE acquisition, which is expected to be consummated during the first quarter of 2020. Mr. McBride has also served as the Chief Financial Officer of Gores Metropouluos since its inception in August 2018. 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, 66
Chairman of the Board of Directors
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 100 businesses including a current portfolio of 10 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 pending PAE acquisition, which is expected to be consummated during the first quarter of 2020. Additionally, Mr. Gores has served as the Chief Executive Officer and Director of Gores Metropoulos since its inception in August 2018. Mr. Gores holds a degree in Computer Science from Western Michigan University.
Randall Bort, 55
Director
Mr. Bort is a Co-Founder of SandTree Holdings, LLC, a private commercial real estate investment firm 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 and as a member of the Board of Directors of Verra Mobility Corp. (formerly Gores Holdings II) from January 2017 until June 2019. Additionally, Mr. Bort has served as a member of the Board of Directors of Gores Holdings III since September 2018, until the pending completion of the PAE acquisition, which is expected to be consummated during the first quarter of 2020 and Gores Metropoulos since February 2019, respectively. 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.
William Patton, 74
Director
Mr. Patton is Chairman, Chief Executive Officer and Co-Founder of The Four Star Group, a consulting and advisory firm focused on the civilian fields of Defense, Space, Military and Security. Mr. Patton has served as chairman, president and/or chief executive officer of a number of private and public companies including Unisys, Cado Systems, MAI Basic Four and Peerless Systems and has spent his entire career in the related fields of computer systems and telecommunications technology. Mr. Patton 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 and as a member of the Board of Directors of Verra Mobility Corp. (formerly Gores Holdings II) from January 2017 until June 2019. Additionally, Mr. Patton has served as a member of the Board of Directors of Gores Holdings III since September 2018 until the completion of the pending PAE acquisition, which is expected to be consummated during the first quarter of 2020. Mr. Patton holds an undergraduate Business degree from Santa Monica City College and a B.S. in Petroleum Engineering from the Missouri School of Science & Technology graduating cum laude, and attended the Harvard Business School PMD Program. Mr. Patton was the Co-Founder and first President of the United States Academic Decathlon, now recognized as the nation’s largest high school competition emphasizing academic excellence including most of the United States and many international schools. Mr. Patton served as an officer and Ranger in the United States Army for nine years, attaining the rank of Major.
Jeffrey Rea, 54
Director
Mr. Rea currently serves as a director of BMC Stock Holdings, Inc. (NASDAQ: STCK). Mr. Rea previously served as President, Chief Executive Officer and Director of Stock Building Supply Holdings, Inc. from November 2010 to December 1, 2015, at which time the company was merged with Building Materials Holding Corporation to create BMC Stock Holdings, Inc. Prior to that, Mr. Rea served as President of the specialty products group at TE Connectivity Ltd. from 2008 to 2010. Prior to that, Mr. Rea was the Senior Vice President of the building products group at Johns Manville, a global manufacturer of highly engineered materials and building products, which is owned by Berkshire Hathaway Company. Before joining Johns Manville, Mr. Rea served for 15 years in various leadership roles at General Electric Company, including general management, sales and marketing, distribution management and supply chain leadership positions. Mr. Rea also served for five years with its corporate audit staff. Mr. Rea 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 and as a member of the Board of Directors of Verra Mobility Corp. (formerly Gores Holdings II from January 2017 until June 2019. Additionally, Mr. Rea has served as a member of the Board of Directors of Gores Holdings III since September 2018 until the completion of the pending PAE acquisition, which is expected to be consummated during the first quarter of 2020. Mr. Rea received a degree in mechanical engineering from Rose- Hulman Institute of Technology.