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Business Combination

Source: SEC.gov as of June 21, 2018
CURRENT FUNDS in TRUST:$402.9 million
PRO RATA AMOUNT IN TRUST:TBD
TARGET ENTERPRISE VALUE:$2.4 billion
RECORD DATE:TBD
SHAREHOLDER VOTE DATE:TBD

IPO Terms

IPO Terms/Details

Total Public Proceeds at IPO ($mm):$400.0
% Held in Trust:100.0%
$ Held in Trust per Unit:$10.00
Mgmt's Sector Expertise/Focus:General / Broad
IPO Date:Jan. 12, 2017
Months to Complete:24
Deadline Date:Jan. 12, 2019
Unit Structure (GSHTU)
Share (GSHT):1 Share of Class A Common Stock
Warrant (GSHTW):1/3 Warrant
Public Warrant Terms:
Exercise Price:$11.50
Redemption Price:$18.00
Cash or Cashless Redemption:Mgmt's Discretion
Underwriters:
Book-runner(s) and Lead Mgr(s):Deutsche Bank
Co-Manager(s):NA
Fees (Upfront/Deferred):2.0% / 3.5%
Lawyers:
Issuer's Counsel:Weil, Gotshal & Manges LLP
Underwriter's Counsel:Freshfields Bruckhaus Deringer US LLP
Merger Agreement July-24 Presentation Verra Website The Gores Group

PROPOSED BUSINESS COMBINATION


ESTIMATED CURRENT FUNDS in TRUST: $402.9 Million
CURRENT PER SHARE REDEMPTION PRICE:  (Not Disclosed as of June 21, 2018)
ENTERPRISE VALUE: $2.4 Billion

Gores Holdings II, Inc. proposes to combine with Verra Mobility, a provider of tech-enabled smart transportation solutions and a portfolio company of Platinum Equity.  Anticipated initial enterprise value is $2.4 billion.  Vera Mobility is a portfolio company of Platinum Equity, founded by Tom Gores, the brother of Gores Holdings II’s Chairman, Alec Gores.


Highlights
  • #1 tech-enable smart transportation solutions for tolling & fleet and safety automations
  • Contracted and long-dated relationships with marquee RAC and FMC customers
  • Critical partner to municipalities and law enforcement in their effort to promote public safety while alleviating budget constraints
  • Highly recurring and predictable revenue stream with best in class EBITDA margins ~60% and free cash flow conversion ~85%
  • Scalable platform for accretive tuck-in acquisitions globally

Gores-Holdings-II-Transaction Details

 

ADVISORS

  • Deutsche Bank Securities Inc. acted as lead capital markets advisor, lead private placement agent, and financial advisor to Gores Holdings II.
  • Goldman, Sachs & Co acted as joint capital markets advisor and joint private placement agent and financial advisor along with Moelis & Company and Credit Suisse LLC as financial advisors.
  • Weil, Gotshal & Manges LLP acted as legal advisor to Gores Holdings II.
  • Gibson, Dunn & Crutcher LLP acted as legal advisor to Platinum Equity and Verra Mobility.

 

GORES HOLDINGS II, INC. MANAGEMENT & BOARD


Executive Officers

Mark R. Stone, 53
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 (Nasdaq: GRSH) from its inception in June 2015 until completion of the Hostess acquisition in November 2016 and has served as a Director of Hostess since November 2016. 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.


Dominick J. Schiano, 62
President

Mr. Schiano is President and Co-Founding Partner of Evergreen Capital Partners LLC (“Evergreen”). Evergreen provides advisory services and co-invests with private equity sponsors under exclusive contractual relationships and is currently engaged by The Gores Group where Mr. Schiano is responsible for sourcing investment opportunities, and providing strategic, operational and financial guidance with respect to portfolio company investments in the industrial sector. Evergreen has previously been engaged by TowerBrook Capital Partners where Mr. Schiano was a member of the Management Advisory Board and by DLJ Merchant Banking Partners, the private equity arm of Credit Suisse where he served as Vice Chairman—Global Industrial Partners. Mr. Schiano has also served on numerous local government, private company, joint venture and public company boards, including STR Holdings Inc. (NYSE:STRI) where he served on the Audit and Special Transaction Committees and Material Sciences Corporation (NASDAQ: MASC) where he served on the Audit, Compensation and Governance Committees and led the Special Committee responsible for the sale of the Company in 2013. He currently serves as Chairman of the Board of Tweddle Group, Inc. and as a Director of US Farathane, LLL Transport, Aerostar Logistics, and Davalor Mold. He is also a member of the Advisory Boards of Great Range Capital and Closed Loop Partners. Prior to forming Evergreen, Mr. Schiano served as a Managing Director and member of the Investment Committee of Questor Partners Funds. Previously, Mr. Schiano served in various senior executive roles at Textron Inc. and TRW Inc. Prior to that, Mr. Schiano held finance, mergers and acquisitions and operating roles at Wickes Companies Inc., its predecessor, Gulf and Western Industries Inc. and Emerson Electric Company Inc. Mr. Schiano attended Long Island University, majoring in Finance, and has completed the University of Pennsylvania—Wharton School Management Development Program and the Northwestern University—Kellogg School Mergers and Acquisitions Program.


Andrew McBride, 36
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 (Nasdaq: GRSH) from January 2016 until completion of the Hostess acquisition in November 2016. 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, 63
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 pioneered a new operational approach to private equity investing when he founded The Gores Group in 1987. Since then, the firm has acquired more than 100 businesses including a current portfolio of more than 20 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 also served as the Chairman of the Board of Directors of Gores Holdings I (Nasdaq: GRSH) from its inception in June 2015 until completion of the Hostess acquisition in November 2016. Mr. Gores holds a degree in Computer Science from Western Michigan University.


Randall Bort, 52
Director

Mr. Bort is a Co-Founder of SandTree Holdings, LLC, a private commercial real estate investment firm. 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 (Nasdaq: GRSH) from August 2015 until completion of the Hostess acquisition in November 2016. 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, 71
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 (Nasdaq: GRSH) from August 2015 until completion of the Hostess acquisition in November 2016. 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, 51
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 (Nasdaq: GRSH) from March 2016 until completion of the Hostess acquisition in November 2016. Mr. Rea received a degree in mechanical engineering from Rose-Hulman Institute of Technology.













 



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