GS Acquisition Holdings Corp II

GS Acquisition Holdings Corp II

Oct 19, 2020 by viktoria.v

PROPOSED BUSINESS COMBINATION: Mirion Technologies, Inc.

ENTERPRISE VALUE: $2.56 billion
ANTICIPATED SYMBOL: MIR

GS Acquisition Holdings Corp II proposes to combine with Mirion Technologies, Inc., a Charterhouse Capital Partners LLP (“Charterhouse”) portfolio company, and a global provider of mission-critical radiation detection and measurement solutions.

Mirion Technologies is a leading provider of detection, measurement, analysis and monitoring solutions to the nuclear, defense, medical and research end markets. The organization aims to harness its unrivaled knowledge of ionizing radiation for the greater good of humanity. Many of the company’s end markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. Headquartered in Atlanta (GA – USA), Mirion employs around 2,500 people and operates in 13 countries.


TRANSACTION

  • At closing, the public company’s name will be changed to Mirion Technologies, Inc. Upon closing, Mirion will have an anticipated pro forma enterprise value of approximately $2.6 billion, or 13.3x the company’s estimated CY22 Adjusted EBITDA of approximately $192 million.
  • Transaction includes $900 million of fully committed common stock PIPE with participation from Janus Henderson Investors, Fidelity Management & Research Company LLC, funds and accounts managed by BlackRock, Neuberger Berman funds, including a $200 million anchor investment from Goldman Sachs.
  • Upon completion, it is expected that, assuming no redemptions by the public stockholders of GSAH, Charterhouse Capital, alongside its co-investors and Mirion management will hold approximately 19% of Mirion Technologies, Inc.
  • The sponsor (an affiliate of The Goldman Sachs Group, Inc.) will defer 100% of its sponsor shares and such shares will be subject to forfeiture five years after closing if certain targets are not met2.
  • In addition to the approximately $750 million of cash held in GSAH’s trust account, additional investors (including affiliates of Mr. Kingsley and affiliates of The Goldman Sachs Group, Inc.) have committed to participate in the transaction through a $900 million private placement.
  • In addition to the $200 million anchor PIPE investment, Goldman Sachs has provided an additional $125 million equity commitment to be used as a backstop in the event that the minimum cash condition fails to be satisfied.
  • After giving effect to any redemptions by the public stockholders of GSAH, the balance of the approximately $750 million in cash held in GSAH’s trust account, together with the $900 million in private placement proceeds, will be used to pay $1,310 million in cash consideration (subject to certain adjustments) to Mirion stockholders, and to pay transaction expenses and reduce Mirion’s existing indebtedness to up to ~3.0x LTM estimated pro forma Adjusted EBITDA as of June 30, 2021.
  • The remainder of the consideration payable to the stockholders of Mirion will consist of shares of GSAH common stock and Mirion rollover equity.

GSAH trans overview


PIPE

  • Transaction includes $900 million of fully committed common stock PIPE with participation from Janus Henderson Investors, Fidelity Management & Research Company LLC, funds and accounts managed by BlackRock, Neuberger Berman funds, including a $200 million anchor investment from Goldman Sachs.

BACKSTOP

  • Goldman Sachs has provided an additional $125 million equity commitment to be used as a backstop in the event that the minimum cash condition fails to be satisfied.

SPONSOR PROMOTE

  • The sponsor (an affiliate of The Goldman Sachs Group, Inc.) will defer 100% of its sponsor shares and such shares will be subject to forfeiture five years after closing if certain targets are not met
    • 1/3 vesting at $12.00
    • 1/3 vesting at $14.00
    • 1/3 vesting at $16.00

NOTABLE CONDITIONS TO CLOSING

  • The Agreement also contains other conditions, including, among others:
    • (i) the Company having at least an aggregate of $1.310 billion in cash available at Closing (the “Minimum Cash Condition”)
    • (ii) the registration statement becoming effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”)
    • (iii) customary bringdown conditions
    • (iv) no material adverse effect having occurred
    • (v) to the extent requested by the Company, Mirion having issued a notice of suspension or termination of business with certain partners.

NOTABLE CONDITIONS TO TERMINATION

  • By either the Company, or Mirion and the Charterhouse Parties, if the Transactions have not been consummated by November 30, 2021, provided, however, that if certain antitrust and regulatory consents have not been obtained by November 30, 2021, either the Company, or Mirion and the Charterhouse Parties may extend the termination date to January 31, 2022; provided, further, that if, following such extension, the antitrust and regulatory consents have not been obtained by January 31, 2022 because of a failure to receive a certain specified regulatory approval, either the Company, or Mirion and the Charterhouse Parties may extend the termination date to March 31; 2022.

ADVISORS

  • Goldman Sachs & Co. LLC acted as lead placement agent and exclusive financial advisor to GSAH.
  • Lazard Ltd. and HSBC acted as financial advisors to Charterhouse and Mirion.
  • Goldman Sachs Lending Partners LLC and Citigroup Global Markets Inc. are providing committed debt financing in support of the transaction.
  • Weil, Gotshal & Manges LLP acted as legal advisor to GSAH.
  • Davis Polk & Wardwell LLP acted as legal advisor to Mirion
  • Freshfields Bruckhaus Deringer LLP acted as legal advisor to Charterhouse.
  • Sullivan & Cromwell LLP acted as legal advisor to Goldman Sachs & Co. LLC as lead placement agent.
  • Milbank LLP acted as legal advisor to Goldman Sachs Lending Partners LLC and Citigroup Global Markets Inc.

MANAGEMENT & BOARD


Executive Officers

Tom Knott, 34
CEO, CFO & Secretary

Mr. Knott has served as the head of the Permanent Capital Strategies (PCS) Group in the Consumer and Investment Management Division (CIMD) of Goldman Sachs since March 2018. Mr. Knott led all aspects of Goldman Sachs’ co-sponsorship of GSAH I from its initial public offering in June 2018 to its merger with Vertiv in February 2020. Prior to his role in the Permanent Capital Strategies Group, Mr. Knott worked within the Credit Alternatives Group in the Consumer and Investment Management Division of Goldman Sachs beginning in 2014. Mr. Knott earned a B.A. in history from Wake Forest University in 2009 and a MA in Management from Wake Forest University in 2010.


 

Board of Directors

Raanan A. Agus, 52
Chairman of the Board of Directors

Mr. Agus serves as global co-head and co-chief investment officer of the Alternative Investments & Manager Selection (AIMS) Group in the Consumer and Investment Management Division (CIMD) of Goldman Sachs. He also oversees the Permanent Capital Strategies team, as well as GSAM’s Energy and Infrastructure business. He is a senior sponsor of the CIMD Women’s Network. Previously, Mr. Agus served as head of Direct Alternatives for GSAM and global co-head of Goldman Sachs Investment Partners within GSAM, a position he held from the group’s inception in 2007 until December 2019. Prior to that, he was co-head of the Goldman Sachs Principal Strategies Group beginning in 2003; he later became sole head of the group until 2007. Mr. Agus joined Goldman Sachs in 1993 as an associate in Equities Arbitrage. He was named managing director in 1999 and partner in 2000. Mr. Agus served as a director of GSAH I from April 2018 until the consummation of its business combination with Vertiv in February 2020. Mr. Agus earned an A.B. in economics, summa cum laude, phi beta kappa, from Prince


Senator William Frist, 68
Director Nominee

Since 2007, Dr. Frist has served as a partner in Cressey & Company, a private equity firm focused exclusively on investing in and building leading healthcare businesses. He is chairman of the Cressey Distinguished Executive Council. Dr. Frist is also a co-founder and partner at Frist Cressey Ventures, a venture capital firm specializing in healthcare investments. As a U.S. Senator, Dr. Frist represented Tennessee for 12 years where he served on both the Finance and HELP committees responsible for writing all health legislation. He served as U.S. Senate Majority Leader from 2003 to 2007. Prior to the Senate, Dr. Frist was a heart and lung transplant surgeon. He spent 20 years in clinical medicine, completing surgical training at Harvard’s Massachusetts General Hospital and Stanford University, and he subsequently founded the Vanderbilt Multi-Organ Transplant Center. Dr. Frist serves as an adjunct professor of Cardiac Surgery at Vanderbilt University School of Medicine. Dr. Frist currently serves as a director of the publicly held companies Teladoc Health, Inc. (NYSE: TDOC), Select Medical Holdings Corporation (NYSE: SEM) and SmileDirectClub, Inc. (Nasdaq: SCX). His current board services include the Robert Wood Johnson Foundation, NashvilleHealth, SCORE and The Nature Conservancy (Global Board). His previous board service includes Princeton University, the Smithsonian Institution, AECOM, URS Corporation and Third National Bank. Dr. Frist earned his B.A. from Princeton University and M.D. from Harvard Medical School.


Steven S. Reinemund, 72
Director Nominee

Mr. Reinemund served as Dean at Wake Forest University School of Business from July 2008 to June 2014, an organization he joined after a 23-year career with PepsiCo, Inc. (Nasdaq: PEP) (“PepsiCo”). At PepsiCo, Mr. Reinemund served as Executive Chairman from October 2006 to May 2007, and as Chairman and Chief Executive Officer from May 2001 to October 2006. Prior to being Chief Executive Officer, he was PepsiCo, Inc.’s president and chief operating officer from September 1999 to May 2001. Mr. Reinemund began his career with PepsiCo, Inc. in 1984 at Pizza Hut, Inc. and held other positions until he became president and Chief Executive Officer of Frito-Lay’s North American snack division in 1992. He became chairman and Chief Executive Officer of Frito-Lay’s worldwide operations in 1996. Mr. Reinemund was a director of Johnson & Johnson (NYSE: JNJ) from 2003 to 2008, of American Express Company (NYSE: AXP) from 2007 to 2015, of Exxon Mobil Corporation (NYSE: XOM) from 2007 to May 2020 and Marriott International, Inc. (Nasdaq: MAR) from 2007 to May 2020. Mr. Reinemund currently serves as a director of Vertiv (and served as a director of GSAH I prior to its business combination with Vertiv), Walmart Inc. (NYSE: WMT) and Chick-fil-A, Inc. He also serves on the Board of Directors of the United States Naval Academy Foundation. Mr. Reinemund is a graduate of the United States Naval Academy in 1970 and served five years as an officer in the United States Marine Corps, achieving the rank of Captain. He also earned an MBA from the University of Virginia, and has been awarded honorary doctorate degrees by Johnson and Wales University and Bryant University.


David Robinson, 54
Director Nominee

Mr. Robinson has served as co-founder of the Admiral Capital Group, a real estate and private equity firm, since 2009. Mr. Robinson has also served as the founder of the Carver Academy, a public charter school located in San Antonio, Texas, since 2001. Mr. Robinson spent 14 years in the NBA with the San Antonio Spurs and was introduced into the Naismith Memorial Basketball Hall of Fame in September 2009 among other honors, won the NBA’s Most Valuable Player, two NBA championships and two Olympic Gold Medals. Mr. Robinson’s philanthropic efforts led to the NBA naming its community service award the “David Robinson Plaque” which recognizes current NBA players for their community engagement, philanthropic activity and charity work. He is a graduate of the U.S. Naval Academy with a degree in mathematics.


Martha Sullivan, 63
Director Nominee

Ms. Sullivan has served as a director of Sensata Technologies Holding plc (NYSE: ST) (“Sensata”), a supplier of sensors and controls, since January 1, 2013, where she was Chief Executive Officer from January 1, 2013 until her retirement effective March 1, 2020. She previously served as President of Sensata from September 2010 until January 2019, and was also its Chief Operating Officer from September 2010 until July 2012. Prior to that, Ms. Sullivan held a variety of other positions with Sensata, its primary U.S. operating subsidiary and Texas Instruments (Sensata’s preceding business unit) since she joined Texas Instruments in 1984. Ms. Sullivan has served as a director of Avery Dennison Corporation (NYSE: AVY), an adhesive manufacturing company, since 2013. Past and present external positions also include the Key Executive Council at Rensselaer Polytechnic Institute, President’s Alumni Council at Michigan Technological University, and Ford International Supplier Advisory Council. She has been inducted into the Academy of Mechanical Engineering at Michigan Technological University and holds an Honorary Doctorate in Philosophy from that institution. She earned a B.S. in Mechanical Engineering from Michigan Technological University in 1980.