This morning, we had a surprise new IPO filing in the form of a $375 million “Gores” SPAC, but this time with the addition of Dean Metropoulos, the billionaire investor that has been involved in roughly 80 transactions in the food and consumer sectors. Some of those transactions include investments in Pabst Brewing Company, Utz Quality Foods LLC, and Pinnacle Foods Group, Inc. Plus, Mr. Metropoulos is the Executive Chairman of the Board of Hostess Brands, which was Gores Holdings I’s business combination back in 2016. The Gores team is “SPAC strong” to begin with, but the addition of Dean Metropoulos makes it a consumer products and services lover’s dream team.
Alec Gores, who was the Chairman of the Board on Gores I & II, will be CEO and Director for the Gores Metropoulos team. Additionally, Andrew McBride, who served as the CFO and Secretary on Gores I & II, and is currently the CFO and Secretary for Gores III, will also be CFO & Secretary for Gores Metropoulos.
This is going to be a hot deal, however, pricing should not happen until January of next year. This SPAC is most likely to be the first of many new filings in the next few weeks as we start to see the underwriters tee-up first quarter deals. And, it’s always nice to start off strong as evidenced by the terms.
As you can see below, this is a 100% in trust, 24 months, 1 share + 1/3 of a warrant deal. Additionally, Gores Metropoulos will be utilizing the warrant redemption for shares feature last seen in the Gores III SPAC. As a refresher on this term, rather than have a share price threshold of $18.00 as seen in the cash/cashless exercise, Gores Metropoulos, can also call their warrants for shares at a threshold price of $10.00. Whether Gores Metropoulos calls their warrants for cash, cashless exercise or for shares is at their discretion. You can read more about this feature here and here.
Summary of terms below:
Deutsche Banks and Credit Suisse are joint-lead underwriting managers.
Weil, Gotshal & Manges LLP and Ropes & Gray LLP are issuer’s counsel and underwriter’s counsel, respectively.