August 24, 2020
Alex Vitale, Sam Suskind, Grant La Count, Ryan Tissot
GCA advises Luminar on its announced $3.4 billion merger with Gores Metropoulos, a special purpose acquisition company, and its immediate $170 million Preferred Financing
We are pleased to announce that our client, Luminar Technologies, Inc. (“Luminar”), the global leader in automotive lidar technology powering the introduction of highway autonomy, announced it has entered into a definitive agreement to merge with Gores Metropoulos, Inc. (“Gores Metropoulos”) (Nasdaq: GMHI, GMHIU, and GMHIW), a special purpose acquisition company. Upon completion of the transaction, the combined company will retain the Luminar name and will remain listed on Nasdaq under the new ticker symbol “LAZR.”
GCA is serving as financial advisor to Luminar on the announced merger with Gores Metropoulos and sole private placement agent to Luminar on the Preferred Financing.
At closing, the combined company will have an implied pro forma enterprise value of approximately $2.9 billion and, assuming no redemptions by the public stockholders of Gores Metropoulos, an equity value of approximately $3.4 billion and the balance of approximately $400 million cash held in Gores Metropoulos, together with the $170 million in immediate Preferred Financing proceeds to Luminar, will remain in the combined company to fund continued growth across key verticals as Luminar executes on significant production and development opportunities.
As part of the transaction, Luminar’s stockholders will receive approximately 271.8 million shares of Gores Metropoulos common stock at closing. The $170 million Preferred Financing made directly into Luminar is led by institutional investors including Alec Gores, Van Tuyl Companies, Peter Thiel, Volvo Cars Tech Fund, Crescent Cove, Moore Strategic Ventures, Nick & Jill Woodman and VectoIQ, with the majority of the major existing Luminar investors participating. All current Luminar stockholders will roll the entirety of their existing equity holdings into the combined company and the transaction has been unanimously approved by the boards of directors of both Luminar and Gores Metropoulos.
Founded in 2012 by CEO Austin Russell, Luminar is the leading autonomous vehicle and lidar technology company for consumer cars and trucking. Luminar is partnered with 7 of the top 10 global automakers and is set to power the introduction of highway self-driving and next generation safety systems. Over 350 people strong, Luminar has built a new type of lidar from the chip-level up with breakthroughs across all core components. As a result, Luminar has created the only lidar sensor that meets the stringent performance, safety and cost requirements for Level 3 – Level 5 autonomous vehicles. Integrating this advanced hardware with Luminar’s custom developed software stack enables a turn-key autonomous solution to accelerate widespread adoption with automakers.
Gores Metropoulos is sponsored by an affiliate of The Gores Group, LLC, a global investment firm founded in 1987 by Alec Gores, and by an affiliate of Dean Metropoulos of Metropoulos & Co. Mr. Gores and Mr. Metropoulos together have more than 65 years of combined experience as entrepreneurs, operators and investors across diverse sectors including industrials, technology, media and entertainment, business services, healthcare and consumer products and services. Over the course of their careers, Mr. Gores and Mr. Metropoulos and their respective teams have invested in more than 180 portfolio companies through varying macroeconomic environments with a consistent, operationally-oriented investment strategy.
The transaction is expected to close in the fourth quarter of 2020, subject to regulatory and stockholder approvals, and other customary closing conditions.
This marks the second and third transactions GCA has completed with Luminar, following Luminar’s successful $100 million Preferred Financing in 2019, and brings our total number of autotech transactions over the past five years to fifteen.