Gores Holdings VIII’s Business Combination with Footprint International

Weil, Gotshal & Manges advised Gores Holdings VIII, while Kirkland & Ellis advised Footprint. Sidley Austin served as legal advisor to the co-placement agents. Fried Frank acted as counsel to Moelis & Company LLC as financial advisor to Gores.

Gores Holdings VIII, Inc., a SPAC sponsored by an affiliate of The Gores Group, LLC, announced its pending approximately $1.6 billion business combination with Footprint International Holdco, Inc., a global materials science technology company focused on sustainable solutions. The transaction is expected to close in the first half of 2022, subject to stockholder approvals and other customary closing conditions. Upon closing, the combined company will be a publicly listed company named Footprint International, Inc.

The business combination will provide approximately $805 million in gross proceeds to fund the combined company’s growth strategy. The gross proceeds are 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 PIPE investment, which was oversubscribed, and Class C Preferred Financing are anchored by Koch Strategic Platforms and include a meaningful commitment from Gores Holdings VIII Sponsor and affiliates. 

Footprint has a clear vision to create a healthier planet and healthier people. Footprint’s team of engineers use plant-based fiber technology to design, develop and manufacture biodegradable, compostable, and recyclable products that compete with plastic’s cost, and exceed its performance.

Gores Holdings VIII, Inc. (Nasdaq: GIIXU) is a special purpose acquisition company sponsored by an affiliate of The Gores Group, LLC, founded by Alec Gores. Gores Holdings VIII, Inc. completed its initial public offering in March 2021, raising approximately $345 million in cash proceeds for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. 

Goldman Sachs & Co. LLC served as lead financial advisor to Footprint. Credit Suisse Securities (USA) and LionTree Advisors LLC also advised Footprint on the transaction.

Deutsche Bank Securities Inc. acted as lead financial advisor and lead capital markets advisor to Gores Holdings VIII and as a joint placement agent on the PIPE investment. Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC and LionTree Advisors LLC are acting as joint placement agents on the PIPE investment. Moelis & Company LLC is also acting as financial advisor to Gores Holdings VIII. 

The Kirkland team was led by corporate partners Adam Phillips (Picture), Francisco Morales Barron and Edward Lee and associates Katya Boyko, Frank Mastroianni, Christina Beyer, Jessica Jaw and Raisa Masud, capital markets partners Robert Hayward and Michael Keeley and associates AJ Million, Johnny Ellis, Tala Esmaili and Brandan Matthews, debt finance partners David Nemecek and Omar Raddawi and associate Conor O’Muiri, and executive compensation partner Rohit Nafday and associate Tony Guan. 

The Weil team advising Gores Holdings VIII, Inc. was led by Private Equity partner Kyle Krpata (Picture) and included Private Equity counsel Nicholas Doloresco (elected partner effective January 1, 2022) and Private Equity associates Kevin Thomas, Tiffany Bui, Joseph Shui and Lora Dyakova (Not Yet Admitted in California). The team also included Mergers & Acquisitions partner James R. Griffin; Mergers & Acquisitions associates Benjamin Rowe and Yoon Hoo Lee (Not Yet Admitted in Texas); Capital Markets partner Heather Emmel; Capital Markets associate Erica Yoon; Executive Compensation & Benefits partner Amy Rubin; Executive Compensation & Benefits counsel Steven Margolis; Executive Compensation & Benefits associates Robin Caskey and Joshua Ehrhart (Not Yet Admitted in New York); Technology & IP Transactions partner Karen Ballack; Technology & IP Transactions/Privacy counsel Alexa Chu Clinton; Technology & IP Transactions/Privacy associates Robert Brown, Audrey Nicolson and Rebecca Zhang; Banking & Finance partner Gabriel Gregson; Banking & Finance associate Caitlin Griffin; Environmental Head Annemargaret Connolly; Environmental counsel Matthew Morton; Regulatory Transactions partner Shawn Cooley; Regulatory Transactions counsel John O’Loughlin and Timothy Welch; Regulatory Transactions associate Nathan Cunningham; Employment Litigation partner Gary Friedman; and Employment Litigation associate Nicole Jibrine.

The Fried Frank team was led by corporate partner Roy Tannenbaum and included corporate partner Philip Richter and corporate associate Randa J. Medley.

Involved fees earner: Randa Medley – Fried Frank Harris Shriver & Jacobson; Philip Richter – Fried Frank Harris Shriver & Jacobson; Roy Tannenbaum – Fried Frank Harris Shriver & Jacobson; Katya Boyko – Kirkland & Ellis; Johnny Ellis – Kirkland & Ellis; Tala Esmaili – Kirkland & Ellis; Tony Guan – Kirkland & Ellis; Robert Hayward – Kirkland & Ellis; Michael Keeley – Kirkland & Ellis; Edward Lee – Kirkland & Ellis; Frank Mastroianni – Kirkland & Ellis; Brandan Matthews – Kirkland & Ellis; A.J. Million – Kirkland & Ellis; Francisco Morales Barron – Kirkland & Ellis; Rohit Nafday – Kirkland & Ellis; David Nemecek – Kirkland & Ellis; Conor O’Muiri – Kirkland & Ellis; Adam Phillips – Kirkland & Ellis; Omar Raddawi – Kirkland & Ellis; Karen Ballack – Weil, Gotshal & Manges; Robert Brown – Weil, Gotshal & Manges; Tiffany Bui – Weil, Gotshal & Manges; Robin Caskey – Weil, Gotshal & Manges; Alexa Chu Clinton – Weil, Gotshal & Manges; Annemargaret Connolly – Weil, Gotshal & Manges; Shawn Cooley – Weil, Gotshal & Manges; Nathan Cunningham – Weil, Gotshal & Manges; Nicholas Doloresco – Weil, Gotshal & Manges; Joshua Ehrhart – Weil, Gotshal & Manges; Heather Emmel – Weil, Gotshal & Manges; Gary Friedman – Weil, Gotshal & Manges; Gabriel Gregson – Weil, Gotshal & Manges; James Griffin – Weil, Gotshal & Manges; Caitlin Griffin – Weil, Gotshal & Manges; Nicole Jibrine – Weil, Gotshal & Manges; Kyle Krpata – Weil, Gotshal & Manges; Steven Margolis – Weil, Gotshal & Manges; Matthew Morton – Weil, Gotshal & Manges; Audrey Nicolson – Weil, Gotshal & Manges; John O’Loughlin – Weil, Gotshal & Manges; Benjamin Rowe – Weil, Gotshal & Manges; Amy Rubin – Weil, Gotshal & Manges; Joseph Shui – Weil, Gotshal & Manges; Kevin Thomas – Weil, Gotshal & Manges; Timothy Welch – Weil, Gotshal & Manges; Erica Yoon – Weil, Gotshal & Manges; Rebecca Zhang – Weil, Gotshal & Manges;

Law Firms: Fried Frank Harris Shriver & Jacobson; Kirkland & Ellis; Weil, Gotshal & Manges;

Clients: Footprint; Gores Holdings VIII; Moelis & Company;