Gores Holdings VIII, Inc.

Gores Holdings VIII, Inc.

Jan 27, 2021 by Matt Cianci

The below-announced combination was terminated on 12/5/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Footprint International, Inc [TERMINATED 12/5/22]

ENTERPRISE VALUE: $1.0 billion
ANTICIPATED SYMBOL: FOOT

Gores Holdings VIII proposes to combine with Footprint International, Inc, a global materials science technology company focused on sustainable solutions.

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.


SUBSEQUENT EVENT 9/6/22 – LINK

  • On September 5, 2022, the parties to the Merger Agreement amended the Merger Agreement to account for:
    • (a) a reduction to the Aggregate Company Stock Consideration to be issued to Footprint equity holders;
    • (b) the Footprint Class D Financing by revising the amount under clause “(d)” of the definition of “Closing Parent Cash” from $175,000,000 to $250,000,000;
    • (c) the Footprint August Note Financing and the Backstop Agreements by amending the definition of “Closing Parent Cash” to include the aggregate amount of cash proceeds received by Footprint pursuant to the August Note Financing and any amounts received by Footprint pursuant to the Backstop Agreements;
    • (d) the Subscription Agreement Amendments and the termination of the Sponsor Subscription Agreement by revising the aggregate number of shares of Class A common stock of the Company contemplated by the PIPE Investment from 28,555,000 shares to 9,090,000 shares;
    • (e) the amendment of the Waiver and Share Surrender Agreement;
    • (f) the number of earnout shares and performance-based restricted stock units that certain stockholders and optionholders of Footprint shall be entitled to receive from Footprint;
    • (g) the extension of the Termination Date from July 13, 2022 to November 15, 2022
  • As a result, the aggregate consideration issuable in connection with the closing of the Business Combination is 106,757,750 shares of Class A Stock, or equity awards exercisable for shares of Class A Stock, which is equal to:
    • (i) 102,807,750 plus
    • (ii) the aggregate amount of cash proceeds received by Footprint pursuant to the August Note Financing divided by $10.00.
    • Such consideration is issuable to holders of Footprint common stock, Footprint Class A preferred stock, Footprint Class B preferred stock, Footprint Class C preferred stock, Footprint Class D preferred stock, Footprint convertible promissory notes or Footprint warrants.
  • On September 5, 2022, in connection with the signing of Amendment No. 2, Footprint, the Company and 222 Investments, LLC, an entity affiliated with Don Thompson, the Chairman of Footprint’s board of directors entered into a Backstop Agreement (the “222 Backstop Agreement”).
  • Pursuant to the 222 Backstop Agreement, 222 Investments has committed to purchase from the Company between 10,000,000 and 25,000,000 shares of a newly created Class A preferred stock at a price of $10.00 per share.
  • Additionally, on the same date, Gores Sponsor VIII LLC provided the Company and Footprint with a commitment letter to purchase up to 5,460,000 shares of Class A Preferred Stock, at a price of $10.00 per share and on the same terms as those set forth in the 222 Backstop Agreement.
  • On September 5, 2022, the parties to the Waiver and Share Surrender Agreement entered into Amendment No. 2 to the Waiver and Share Surrender Agreement pursuant to which the Sponsor has agreed to irrevocably surrender a total of 2,502,750 shares of Class F Stock, in connection with the closing of the Business Combination.
  • Certain Subscribers agreed to amend the terms of the Subscription Agreements to consent to:
    • (i) the terms of Amendment No. 2 to the Merger Agreement and
    • (ii) amend the terms of the Subscription Agreement such that each Subscription Agreement will terminate with no further force and effect upon the earliest to occur of:
      • (a) such date and time as the Merger Agreement is terminated in accordance with its terms;
      • (b) upon the mutual written agreement of the parties to such Subscription Agreement;
      • (c) if any of the conditions to closing set forth in such Subscription Agreement are not satisfied or waived on or prior to the closing and, as a result thereof, the transactions contemplated by such Subscription Agreement are not consummated at the closing; and
      • (d) 30 days after the October 31, 2022, if the closing of the Business Combination shall not have occurred, unless further extended by the subscribers to the PIPE Investment.
  • As a result of the Subscription Agreement Amendments and the Termination Agreement, the aggregate number of shares to be purchased in the PIPE Investment will be 9,090,000 shares of Class A Stock at $10.00 per share for an aggregate purchase price equal to $90,900,000.
  • The parties agreed to adjust the pro forma enterprise value of Footprint to $1 billion, down from $1.6 billion.
  • Footprint secured an approximately $300 million standby equity facility available upon the closing of the transaction.
  • Footprint has access to a minimum of $100 million under the facility and up to $300 million at the company’s discretion.
  • Footprint has received approval for an initial $280 million facility to fund equipment purchases through the end of 2023.
  • Koch Strategic Platforms has upsized its prior investment and, along with Gores Sponsor VIII LLC and certain other investors, has agreed to accelerate the funding of its investment.
    • When combined with Koch Strategic Platforms’ prior investments in Footprint, this has resulted in approximately $290 million of capital being funded to Footprint prior to the close of the business combination.
  • This capital, combined with the PIPE proceeds, the standby equity facility, cash in trust, and the initial equipment financing facility, will deliver approximately $960 million in capital to Footprint in connection with the transaction.

SUBSEQUENT EVENT 5/23/22 – LINK

  • Amendment to Merger Agreement
    • On May 20, 2022, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement  Amendment No. 1 amends the Merger Agreement to, among other things:
      • (a) account for the termination of the KSP Subscription Agreement by revising the aggregate number of shares of Class A common stock, par value $0.0001 per share, of the Company contemplated by the PIPE Investment from 31,055,000 shares to 28,555,000 shares
      • (b) account for the May Footprint Class C Financing by increasing the amount under clause “(d)” of the definition of “Closing Parent Cash” from to $150,000,000 to $175,000,000
      • (c) account for the amendment of the Waiver and Share Surrender Agreement
      • (d) revise the definition of “Common Share Price” to specify that the contemplated time period applies during the Earn-Out Period
      • (e) account for the May Footprint Class C Financing by revising the definition of “Aggregate Company Stock Consideration” from 161,776,650 shares to 164,526,925 shares of Parent Class A Stock (deemed to have a value of $10.00 per share)
      • (f) make certain other administrative changes.
  • PIPE Subscription Agreements
    • Previously, the investors were going to purchase 31,055,000 shares for $10/Share, but have lowered the number of shares to 28,555,000 shares for $10/Share
    • Footprint also sold 1,000 Class C Non-Participating Preferred Stock for $25,000/Share to the Koch Preference Subscriber for $25 million, when previously being subscribed for $150 million worth.
      • The aggregate funding is now $310.55 million vs. $461 million prior.
  • Amendment to the Waiver and Share Surrender Agreement
    • Previously the sponsor agreed to surrender 1,501,650 shares of Class F Stock but has since raised the total number of shares to 1,751,925

TRANSACTION

  • 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.
  • Pursuant to the Merger Agreement, the aggregate merger consideration payable at the closing of the Business Combination to all of the stockholders, holders of stock options of Footprint, holders of Footprint Warrants and holders of Footprint Convertible Promissory Notes will be an aggregate of 161,776,650 shares of Company Class A Stock (deemed to have a value of $10.00 per share).

fooot trans overview


PIPE

  • Investors have agreed to purchase an aggregate of 31,055,000 shares of Company Class A Stock in a private placement for $10.00 per share.
    • 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.
    • Total PIPE size = $461M, inclusive of $150M of Class C Preferred funded by Koch Strategic Platforms at transaction signing (price not disclosed)

Amended on 5/23/22 – LINK

  • PIPE Subscription Agreements
    • Previously, the investors were going to purchase 31,055,000 shares for $10/Share, but have lowered the number of shares to 28,555,000 shares for $10/Share
    • Footprint also sold 1,000 Class C Non-Participating Preferred Stock for $25,000/Share to the Koch Preference Subscriber for $25 million, when previously being subscribed for $150 million worth.
      • The aggregate funding is now $310.55 million vs. $461 million prior.

EARNOUT

  • Company shareholders stand to gain up to 17,584,125 earnout shares:
    • Common Share Price is greater than $13.00 after the Closing Date, but within the Earn Out Period.
    • Common Share Price is greater than $15.50 after the Closing Date, but within the Earn Out Period.
    • Common Share Price is greater than $18.00 after the Closing Date, but within the Earn Out Period.
    • Common Share Price is greater than $20.50 after the Closing Date, but within the Earn Out Period.
    • Common Share Price is greater than $23.00 after the Closing Date, but within the Earn Out Period.
    • Common Share Price is greater than $25.50 after the Closing Date, but within the Earn Out Period.
    • Common Share Price is greater than $28.00 after the Closing Date, but within the Earn Out Period.
  • Earnout Period = 5 years

LOCK-UP

  • Sponsor and Company.
    • Lockup Expiration Date” means the date that is 180 days after the Closing Date.

WAIVER AND SHARE SURRENDER AGREEMENT

  • On December 13, 2021, the Company entered a Waiver and Share Surrender Agreement with the Sponsor and each holder of the Company’s Class F Common Stock, par value $0.0001 per share (“Class F Common Stock”), pursuant to which:
    • (a) the Class F Holders have agreed to waive certain of the anti-dilution rights in respect of their Class F Common Stock
    • (b) the Sponsor has agreed to irrevocably surrender 1,501,650 shares of Class F Common Stock, in each case, in connection with, and subject to, the closing of the Business Combination.

Amended on 5/23/22 – LINK

  • Amendment to the Waiver and Share Surrender Agreement
    • Previously the sponsor agreed to surrender 1,501,650 shares of Class F Stock but has since raised the total number of shares to 1,751,925

NOTABLE CONDITIONS TO CLOSING

  •  The Closing Parent Cash is equal to or exceeding $550,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated at any time prior to the consummation of the Mergers (whether before or after the required Company stockholder vote and Footprint Stockholder Approval has been obtained) by mutual written consent of the Company and Footprint and in certain other circumstances, including if the Business Combination has not been consummated by July 13, 2022 (the “Outside Date”)

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.

MANAGEMENT & BOARD


Executive Officers

Mark R. 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 from June 2019 until the completion of the UWM acquisition in January 2021. Mr. Stone has served as the Chief Executive Officer of Gores Holdings V since June 2020, Gores Holdings VI 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 McBride, 40
Chief Financial Officer 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 from 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 from its inception in October 2017 until the completion of the PAE acquisition in February 2020. Additionally, Mr. McBride also served as the Chief Financial Officer of Gores Metropoulos from 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 of Gores Holdings IV from June 2019 until the completion of the UWM acquisition in January 2021. Mr. McBride has served as the Chief Financial Officer of Gores Holdings V since June 2020, Gores Holdings VI since June 2020, Gores Metropoulos II since July 2020 and Gores Holdings VII 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 from 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 from its inception in October 2017 until the completion of the PAE acquisition in February 2020. Additionally, Mr. Gores served as the Chief Executive Officer and Director of Gores Metropoulos from 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 served as the Chairman of the board of directors of Gores Holdings V since June 2020, Gores Holdings VI since June 2020 and Gores Holdings VII since September 2020. Mr. Gores has 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 Nominee

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. Mr. Bort has served as a member of the board of directors of Gores Holdings V since August 2020, Gores Holdings VI since December 2020 and Gores Metropoulos II since January 2021. Mr. Bort is also expected to serve as a member of the board of directors of Gores Holdings VII, 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.


William Patton, 75
Director Nominee

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 completion of the Verra acquisition in October 2018. Additionally, Mr. Patton has served 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 Holdings IV from June 2019 until the completion of the UWM acquisition in January 2021. 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, 55
Director Nominee

Mr. Rea 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 from September 2018 until the completion of the PAE acquisition in February 2020 and as a member of the Board of Directors of Gores Holdings IV, from January 2020 until the completion of the UWM acquisition in January 2021. Mr. Rea received a degree in mechanical engineering from Rose-Hulman Institute of Technology.