Materials science company Footprint has agreed to go public through a merger with blank-check firm Gores Holdings VIII Inc, led by billionaire Alec Gores, in a deal that values the combined entity at about $1.6 billion.

WHO: Founded in 2014 by Troy Swope and Yoke Chung, 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 materials 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. Footprint's blue-chip customer base includes Conagra, General Mills, Gillette, JBS Foods, Kraft, McDonald's, Sweetgreen, Nestlé, Upfield, Procter & Gamble, Quaker, Taylor Farms, Tyson, Unilever, and Walmart.

WHY: Footprint is on an accelerated growth trajectory propelled by a rapidly expanding pipeline of long-term contracts with current customers demanding more product and new customers seeking out Footprint as its sustainable innovation partner.

IN THEIR OWN WORDS: Troy Swope, Co-founder and CEO of Footprint, said: "Our mission is to create a healthier planet and step one is to design, develop and manufacture plant-based fiber solutions as an alternative to single-use plastics. Today marks an exciting inflection point in our seven-year history inventing new materials that challenge the status quo. In the Gores team, we have found a partner with a proven track record of bringing leading companies to the public markets and a shared commitment to global sustainability. The balance sheet strength of the combined company is anticipated to enable Footprint to expand our operations and geographic reach as we scale our technology to meet record customer demand."

Alec Gores, Chairman and CEO of The Gores Group and Chairman of Gores Holdings VIII, said: "Footprint is a true pioneer and disruptor in sustainability, delivering leading technology and solutions that are revolutionizing the use of plant-based materials. Increasing consumer and corporate demand for sustainable alternatives to plastic have created a tremendous, growing market opportunity that is expected to continue to fuel Footprint's rapid growth and customer traction. We look forward to partnering with Troy and his exceptional, innovative management team as Footprint accelerates its powerful mission and solidifies its position at the forefront of the industry as a public company."

Mark Stone, Senior Managing Director of The Gores Group and CEO of Gores Holdings VIII, said: "Footprint offers game-changing materials science solutions that are the gold standard in the industry as the world transitions to plastic alternatives. Partnering with a market leader making a meaningful impact on the health of our planet aligns perfectly with the sustainability component of our investment strategy, and we are thrilled to support the Footprint team as it executes its proven strategy to drive continued growth and innovation."

David Park, President of Koch Strategic Platforms, said: "Koch Strategic Platforms seeks to invest in leading companies with strong tailwinds. With Footprint, we have been impressed by the company's innovative culture and strong traction with customers based on their unique plant-based solutions produced at compelling economics. We look forward to working with the Footprint team."

DETAILS:

• Footprint merges with blank-check firm Gores Holdings VIII Inc., led by billionaire Alec Gores. Upon closing of the proposed transaction, the combined company will be named "Footprint International, Inc." and is expected to be listed on NASDAQ under the ticker symbol "FOOT."
• 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 about 62% ownership in Footprint and roll 100% of their equity interests into the pro forma company.
• The business combination to provide approximately $805 million in gross proceeds assuming no redemptions, 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 deal features a roughly $310 million private investment in public equity. The PIPE, priced at $10 a share, was backed by Koch Strategic Platforms, among others, and Koch separately committed to provide $150 million in preferred financing.
• 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.
• The combined company will be led by Troy Swope, co-founder and Chief Executive Officer of Footprint.