EX-99.2 7 d200606dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 Transaction Overview Transaction summary Illustrative Pro Forma Valuation ($M, except per share values) Key Transaction Terms Pro Forma Capitalization ● Pro forma enterprise value of $1,925M (3.2x 2022E revenue) Share Price at Merger $ 10.00 ● Pro forma net balance sheet cash includes proceeds from the March 2021 convertible note Total Shares Outstanding 277.3 issuance Equity Value $ 2,773 1 ● Original PIPE investment of $200mm upsized with additional PIPE investment of $109mm 2 (-) PF Net Balance Sheet Cash ($848) ● Assumes the new Delayed Draw Notes (up to ~$220mm) are undrawn at close Enterprise Value $ 1,925 ● Existing Sonder shareholders will retain 69% ownership in the pro forma company ● Both the SPAC and PIPE offering are 100% primary with all net proceeds (after transaction 2022E GAAP Revenue $ 610 costs) going to the balance sheet Implied Multiple 3.2x Sources and Uses ($M) Illustrative Post-Transaction Ownership Sources SPAC Cash in Trust $ 450 PIPE Investment 200 4% Pro Forma Ownership Value 1 Additional PIPE 109 Existing Sonder Shareholders $ 1,902 New Delayed Draw Notes (Undrawn) 0 SPAC Shareholders 450 Seller Rollover Equity 1,902 1 PIPE Investors 322 Total $ 2,661 1 SPAC Sponsor 100 Uses Total Value $ 2,773 2 Net Cash to Balance Sheet $ 729 3 Transaction Costs 30 Seller Rollover Equity 1,902 Total $ 2,661 Note: Assumes a nominal share price of $10.00 per share. Pro Forma Ownership excludes impact of warrants and earnout to existing Sonder shareholders. Shareholders from Sonder’s convertible note issuance included in existing Sonder shareholders. Pro forma net balance sheet cash as of 6/30/2021 includes approximately $119M of net cash projected and $35M of projected debt outstanding (the transaction is expected to close by the end of 2021). Pro forma net balance sheet cash as of 6/30/2021 assumes no Sonder transaction expenses and $30M of Company transaction expenses. Pro forma net balance sheet cash assumes zero redemptions by Gores Metropoulos II public shareholders. Sonder has entered into a non-binding term sheet with 1 respect to the Delayed Draw Notes financing and the consummation of such financing is subject to the completion of definitive documentation. Additional PIPE of ~$109.4mm includes ~$102.3mm investment by existing PIPE investors and SPAC Sponsor in 2 exchange for ~11.51mm common shares (and result of SPAC Sponsor cancelling ~1.28mm founder shares) and incremental ~$7.1mm investment by SPAC Sponsor in exchange for ~0.71mm common shares. Assumes no draw on the new Delayed Draw 3 Notes. Excludes estimated Sonder transaction expenses of $16-$18mm. Company transaction expenses are expected to be ~$40mm by transaction close.