All Gores Metropoulos II Stockholders
Encouraged to Vote “FOR” the Business Combination on January 14,
2022
Sonder Holdings Inc. (“Sonder'' or the “Company”), a leading
next-generation hospitality company that is redefining the guest
experience through technology and design, and Gores Metropoulos II,
Inc. (Nasdaq: GMII, GMIIW and GMIIU), a special purpose acquisition
company formed by affiliates of The Gores Group, LLC, and
Metropoulos & Co., today announced that the Registration
Statement on Form S-4 filed with the U.S. Securities and Exchange
Commission (the “SEC”) on July 7, 2021, as amended by Amendment No.
7 filed on December 20, 2021, was declared effective on December
22, 2021. The registration statement was filed in connection with
the proposed business combination of Gores Metropoulos II and
Sonder.
Gores Metropoulos II has scheduled a special meeting of
stockholders to seek the approval of the Agreement and Plan of
Merger, dated as of April 29, 2021, as amended by Amendment No. 1
to the Agreement and Plan of Merger, dated as of October 27, 2021
(the “Merger Agreement”). A record date of November 30, 2021 has
been set for the determination of stockholders eligible to receive
the proxy and vote at the special meeting. Distribution of the
definitive proxy statement/prospectus/consent solicitation
statement to eligible stockholders will begin in the days
following. Voting is easy and can be done in one of two ways: via
the virtual meeting platform or by mail. Votes submitted by mail
must be received by 9:00 a.m. ET on January 14, 2022.
If approved by Gores Metropoulos II’s stockholders, the business
combination will become effective upon the satisfaction of all
other closing conditions. Gores Metropoulos II’s Board of Directors
unanimously recommends that its stockholders vote “FOR” the
approval of the Merger Agreement and approval of the transactions
contemplated thereby.
“We successfully navigated the initial challenges of the
pandemic and our momentum has only increased,” said Francis
Davidson, Co-Founder and Chief Executive Officer of Sonder. “We’ve
hit company-record revenue levels for the last two quarters, raised
our total revenue and Adjusted EBITDA outlook for full year 2021,
entered multiple new markets across the world and expanded rapidly
in existing ones. In the last year alone, we’ve seen shifts in
travel preferences and new categories of travelers emerge that
choose us for their stays. As travelers demand change, we’ll keep
innovating and relentlessly pursuing our mission to revolutionize
hospitality and make a world of better stays open to all.”
Sonder’s common stock and publicly traded warrants are expected
to be listed on the Nasdaq Global Market under the ticker symbols
“SOND” and “SONDW”, respectively, following the closing of the
business combination. Upon completion of the business combination,
subject to any redemptions by the public stockholders of Gores
Metropoulos II and the payment of transaction expenses at the
closing, Sonder expects to have approximately $310 million in PIPE
proceeds, up to $450 million in cash in Gores Metropoulos II’s
trust account and $165 million of Delayed Draw Notes to fund
operations and support new and existing growth initiatives.
Sonder recently reported company-record operating and financial
performance during the third quarter of 2021, including a sharp
acceleration in booking demand:
- Total Revenue of $67.5 million, a 155% year-over-year increase
and a 43% increase over Q2 2021
- $184 Average Daily Rate, a 79% year-over-year increase and a
25% increase over Q2 2021
- $126 Revenue per Available Room (“RevPAR”), a 64%
year-over-year increase and a 26% increase over Q2 2021
- 17% RevPAR outperformance versus traditional hotels (upper
upscale hotels in cities where Sonder operates), up from a 5%
discount to traditional hotels in Q3 2019 (pre-pandemic)
- The Company also raised its FY 2021 Revenue and Adjusted EBITDA
Outlook.
Details of the Special Meeting
A special meeting in lieu of the 2022 annual meeting of the
stockholders of Gores Metropoulos II (the “Special Meeting”) will
be held on January 14, 2022, at 9:00 a.m. Eastern Time. The
Stockholders can access the Special Meeting via live webcast at
https://meetnow.global/MKUCQ2D. Please note that Gores Metropoulos
II stockholders will only be able to access the Special Meeting by
means of remote communication.
About Sonder
Sonder is revolutionizing hospitality through innovative,
tech-enabled service and inspiring, thoughtfully designed
accommodations combined into one seamless experience. Launched in
2014 and headquartered in San Francisco, Sonder provides a variety
of accommodation options — from spacious rooms to fully-equipped
suites and apartments — found in over 35 markets spanning ten
countries and three continents. The Sonder app gives guests full
control over their stay. Complete with self-service features,
simple check-in and 24/7 on-the-ground support, amenities and
services at Sonder are just a tap away, making a world of better
stays open to all.
To learn more, visit www.sonder.com or follow Sonder on
Facebook, Twitter or Instagram. Download the Sonder app on Apple or
Google Play.
About Gores Metropoulos II, Inc.
Gores Metropoulos II, Inc. (Nasdaq: GMII, GMIIW, and GMIIU) is a
special purpose acquisition company sponsored by an affiliate of
The Gores Group, LLC, a global investment firm founded in 1987 by
Alec Gores, and by an affiliate of Metropoulos & Co. whose
Principals are Dean, Evan and Daren Metropoulos. Gores Metropoulos
II was formed for the purpose of entering into a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
Messrs. Gores and Metropoulos together have over 100 years of
combined experience as entrepreneurs, operators and investors
across diverse sectors including industrials, technology, media and
entertainment, business services, healthcare and consumer products
and services. Over the course of their careers, Messrs. Gores and
Metropoulos and their respective teams have invested in more than
180 portfolio companies through varying macroeconomic environments
with a consistent, operationally-oriented investment strategy. For
more information, please visit www.gores.com.
Sonder’s Use of Non-GAAP Financial Measures
Sonder supplements its consolidated financial statements
presented in accordance with generally accepted accounting
principles in the United States (“GAAP”), by providing additional
financial measures that are not prepared in accordance with GAAP,
including Property Level Costs, Property Level Profit (Loss) and
Adjusted EBITDA. Sonder believes that the disclosure of these
non-GAAP financial measures provides investors with additional
information that reflects the amounts and financial basis upon
which Sonder’s management assesses and operates its business.
Sonder’s definition may differ from the definitions used by other
companies and therefore comparability may be limited. In addition,
other companies may not publish these or similar metrics. These
non-GAAP financial measures should not be viewed in isolation or as
a substitute for, or superior to, measures prepared in accordance
with GAAP.
Key Terms
Sonder defines Occupancy Rate (“OR”) as Occupied Nights
divided by Bookable Nights, expressed as a percentage. Bookable
Nights represent the total number of nights available for stays
across all Live Units. This excludes nights lost to full building
closures of greater than 30 nights. Occupied Nights
represents the total number of nights occupied across all Live
Units.
Revenue Per Available Room (“RevPAR”) represents the
average revenue earned per available night, and is calculated
either by dividing revenue by Bookable Nights, or by multiplying
Average Daily Rate by Occupancy Rate. Average Daily Rate
(“ADR”) represents the average revenue earned per night occupied
and is calculated as revenue divided by Occupied Nights.
Additional Information and Where to Find It
In connection with the proposed business combination, Gores
Metropoulos II, Inc. has filed a registration statement on Form S-4
(the “Registration Statement”) that includes a preliminary proxy
statement, prospectus and consent solicitation statement with
respect to Gores Metropoulos II’s securities to be issued in
connection with the proposed business combination. The Form S-4 was
declared effective by the SEC on December 22, 2021. When available,
the definitive proxy statement/prospectus/consent solicitation
statement will be mailed to Gores Metropoulos II stockholders as of
a record date to be established for voting on the proposed business
combination and the other matters to be voted upon at the Special
Meeting. Investors and securityholders will also be able to obtain
copies of the definitive proxy statement/prospectus/consent
solicitation statement and all other relevant documents filed or
that will be filed with the SEC without charge, once available, at
the SEC’s website at www.sec.gov or by directing a request to: 6260
Lookout Road, Boulder, CO 80301, attention: Jennifer Kwon Chou, or
by contacting Morrow Sodali LLC, Gores Metropoulos II’s proxy
solicitor, for help, toll-free at (800) 662-5200 (banks and brokers
can call collect at (203) 658-9400).
Participants in Solicitation
Gores Metropoulos II, Sonder and their respective directors and
officers may be deemed participants in the solicitation of proxies
of Gores Metropoulos II stockholders in connection with the
proposed business combination. Gores Metropoulos II stockholders
and other interested persons may obtain, without charge, more
detailed information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
business combination by reading Gores Metropoulos II’s registration
statement on Form S-1 (File No. 333-251663), which was declared
effective by the SEC on January 19, 2021, and the proxy
statement/prospectus/consent solicitation statement regarding the
proposed business combination. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward-Looking Statements
This press release contains a number of “forward-looking
statements” as defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements include, but are not
limited to, statements about Sonder’s forecasted revenue growth and
cash flow (including Sonder’s outlook for Total Revenue and
Adjusted EBITDA for the year ended December 31, 2021), Sonder’s
forecasted growth in units (including Sonder’s forecast for growth
in Total Portfolio for the year ended December 31, 2021),
information concerning Gores Metropoulos II’s or Sonder’s possible
or assumed future financial or operating results and metrics,
business strategies, debt levels, competitive position, industry
environment, potential growth opportunities, future operations,
products and services, planned openings, expected unit contractings
and the effects of regulation, including whether the proposed
business combination will generate returns for stockholders. These
forward-looking statements are based on Gores Metropoulos II‘s or
Sonder’s management’s current expectations, estimates, projections
and beliefs, as well as a number of assumptions concerning future
events. When used in this press release, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside Gores Metropoulos II’s or Sonder’s management’s
control, that could cause actual results to differ materially from
the results discussed in the forward-looking statements. These
risks, uncertainties, assumptions and other important factors
include, but are not limited to: (a) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement (as amended by that certain
Amendment No. 1 to Agreement and Plan of Merger, dated October 27,
2021 (“Amendment No. 1”)) and the proposed business combination
contemplated thereby; (b) the inability to complete the proposed
business combination due to the failure to obtain approval of the
stockholders of Gores Metropoulos II or other conditions to closing
in the Merger Agreement (as amended by Amendment No. 1); (c) the
ability to meet Nasdaq’s listing standards following the
consummation of the proposed business combination; (d) the
inability to complete the private placement transactions in
connection with the business combination as described in the
Registration Statement; (e) the risk that the proposed business
combination disrupts current plans and operations of Sonder or its
subsidiaries as a result of the announcement and consummation of
the transactions described herein; (f) the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (g) costs related to the proposed
business combination; (h) changes in applicable laws or
regulations, including legal or regulatory developments (such as
the SEC’s statement on accounting and reporting considerations for
warrants in special purpose acquisition companies); (i) the
possibility that Sonder may be adversely affected by other
economic, business and/or competitive factors; (j) risks related to
the impact of the COVID-19 pandemic, including the Omicron and
other variants and potential governmental and other restrictions
(including travel restrictions) resulting therefrom; and (k) other
risks and uncertainties described in the final proxy
statement/prospectus/consent solicitation statement, including
those under the heading “Risk Factors” therein, and other documents
filed by Gores Metropoulos II from time to time with the SEC. You
are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Except as
required by law, neither Gores Metropoulos II nor Sonder undertakes
any obligation to update or revise its forward-looking statements
to reflect events or circumstances after the date of this report.
Additional risks and uncertainties are identified and discussed in
Gores Metropoulos II’s reports filed and to be filed with the SEC
and available at the SEC’s website at www.sec.gov.
Disclaimer
This communication relates to a proposed business combination
between Gores Metropoulos II and Sonder. This document does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211223005301/en/
For Sonder: Media Contacts Finsbury Glover Hering
press@sonder.com
Investor Contacts Chris Mammone, The Blueshirt Group
ir@sonder.com
For The Gores Group and affiliates: Jennifer Kwon Chou Managing
Director The Gores Group 310-209-3010 jchou@gores.com
OR
John Christiansen/Cassandra Bujarski Sard Verbinnen & Co
GoresGroup-SVC@sardverb.com
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