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Verra Mobility Announces Merger Agreement with Gores Holdings II, Inc.

Verra Mobility (“Verra Mobility” or the “Company”), the leading provider
of tech-enabled smart transportation solutions and a portfolio company
of Platinum Equity, announced it has entered into a definitive agreement
and plan of merger with Gores Holdings II, Inc. (“Gores Holdings II”)
(NASDAQ CM: GSHT, GSHTU, and GSHTW), a special purpose acquisition
company sponsored by an affiliate of The Gores Group, LLC (“The Gores
Group” or “Gores”). Upon closing, this transaction will introduce Verra
Mobility as a publicly listed company, with an anticipated initial
enterprise value of approximately $2.4 billion or 11.0x the Company’s
estimated 2018 pro forma Adjusted EBITDA of approximately $219 million.

The consideration payable to the stockholders of Verra Mobility will
consist of a combination of cash and shares of Gores Holdings II common
stock. In addition to the $400 million of cash held in Gores Holdings
II’s trust account, additional investors have committed to participate
in the transaction through a $400 million private placement, led by Alec
Gores, Chairman and CEO of The Gores Group, and including large
institutional investors such as GIC, Hamilton Lane and Northwestern
Mutual. Upon completion of the transaction, including the private
placement, Platinum Equity and other minority owners of Verra Mobility
expect to hold approximately 42% of the newly public Verra Mobility,
subject to various purchase price adjustments.

Verra Mobility is a global leader in smart mobility, serving the world’s
largest commercial fleets and rental car companies in managing tolling
transactions and violations for more than 8.5 million vehicles and
operating more than 4,000 red-light, speed, and school bus stop arm
safety cameras. Verra Mobility maintains its leadership position in the
marketplace through meaningful scale and has demonstrated consistent
revenue growth underscored by its differentiated transaction processing
model.

“We are thrilled to start the next chapter in the Verra Mobility story
alongside the Gores and Platinum teams,” said David Roberts, CEO of
Verra Mobility. “Platinum Equity’s operational expertise ensured we had
the resources we needed to diversify our product portfolio and position
our company for future growth. This transaction benefits our company,
our employees, our stockholders and most importantly our customers who
rely on us to bring them smart transportation solutions that make
mobility safer and easier. We are very excited to continue to grow Verra
Mobility as a publicly listed company.”

Jacob Kotzubei, Partner at Platinum Equity, said, “Verra Mobility is an
incredible success story and an excellent example of the effectiveness
of Platinum’s integrated M&A&O approach. Through a combination of growth
through acquisition and operational discipline, we partnered with
management to rapidly transform the company. Today, Verra Mobility is a
global enterprise that delivers a broad range of modern transportation
services and solutions. We believe the company is well-positioned for
continued growth and has a very bright future ahead.”

Mark Stone, CEO of Gores Holdings II, said, “Verra Mobility is our ideal
partner given its remarkable business, proven management team and
compelling growth opportunities ahead. At Gores, we pride ourselves in
our operational roots and are excited that Verra Mobility fits our high
standard for investment and offers a superior option for our
stockholders. We look forward to partnering with Platinum, management
and the board to continue the momentum Verra Mobility has achieved over
the last several years and to take this business to the next level.”

Until recently, Verra Mobility was known as American Traffic Solutions,
and was rebranded following the acquisitions of Highway Toll
Administration and Euro Parking Collection, transactions that helped
transform the business into a global enterprise with a broad range of
transportation technology solutions. Verra Mobility is headquartered in
Mesa, Arizona and currently operates in 15 countries.

Key Transaction Terms

The transaction will be effected pursuant to the Agreement and Plan of
Merger (the “Merger Agreement”), entered into by and among Gores
Holdings II, Greenlight Holding II Corporation (Verra Mobility’s parent)
and the other parties thereto. Concurrently with the consummation of the
transaction, additional investors will purchase shares of common stock
of Gores Holdings II in a private placement. After giving effect to any
redemptions by the public stockholders of Gores Holdings II, the balance
of the approximately $400 million in cash held in Gores Holdings II’s
trust account, together with the $400 million in private placement
proceeds, will be used to pay cash consideration to certain stockholders
of the Company, pay transaction expenses and reduce Verra Mobility’s
existing indebtedness to 3.9x 2018 estimated pro forma Adjusted EBITDA.
The remainder of the consideration payable to the stockholders of Verra
Mobility will consist of shares of Gores Holdings II common stock.

In order to facilitate the transaction, Gores Holdings II’s sponsor has
agreed to cancel a portion of the 10,000,000 founder shares. As a result
of such cancellation, the acquisition of shares of common stock of Gores
Holdings II in the private placement will be issued at a discount. In
addition, the shares of Gores Holdings II common stock received by the
stockholders of the Company in the transaction will be restricted from
trading for at least 180 days following the completion of the
transaction.

As part of the transaction, Gores Holdings II will also enter into a tax
receivable agreement with certain stockholders of the Company, which
will provide for the sharing of tax benefits relating to certain
pre-transaction tax attributes as those attributes are realized by Gores
Holdings II.

The transaction has been unanimously approved by the boards of directors
of both Gores Holdings II and the Company, and is expected to close in
the third quarter of 2018, subject to customary closing conditions,
including the receipt of regulatory approval, and approval of the
stockholders of Gores Holdings II. Upon closing of the transaction, the
name of Gores Holdings II will be changed to Verra Mobility Corporation.

Deutsche Bank Securities Inc. acted as lead capital markets advisor,
lead private placement agent, and financial advisor to Gores Holdings
II. Goldman, Sachs & Co acted as joint capital markets advisor and joint
private placement agent and financial advisor along with Moelis &
Company and Credit Suisse LLC as financial advisors. Weil, Gotshal &
Manges LLP acted as legal advisor to Gores Holdings II. Gibson, Dunn &
Crutcher LLP acted as legal advisor to Platinum Equity and Verra
Mobility.

Conference Call Information

Investors may listen to a presentation regarding the proposed
transaction on Thursday, June 21, 2018, starting at 11:00 a.m. ET. The
call can be accessed by dialing (888) 820-4544 (domestic toll-free
number) or (471) 279-3876 (international) and providing the conference
ID: 89361, or asking for the Gores transaction announcement call.

A replay of the teleconference and webcast will also be available from
June 21, 2018 at 2:00 p.m. ET to June 28, 2018 at 11:59 p.m. ET. The
replay can be accessed by dialing (800) 839-5128 (domestic toll-free
number) or (402) 220-1504 (international).

About Verra Mobility

Verra
Mobility is a global leader in smart mobility. The Company develops
technology-enabled solutions that help the world move safely and easily.
The Company serves the world’s largest commercial fleets and rental car
companies to manage tolling transactions and violations for more than
8.5 million vehicles. Verra Mobility is a leading provider of connected
systems, processing nearly 165 million transactions each year through
connectivity with more than 50 individual tolling authorities and more
than 400 issuing authorities. Verra Mobility fosters the development of
safe cities, working with police departments and municipalities by
operating more than 4,000 red-light, speed, and school bus stop arm
safety cameras. Arizona-based Verra Mobility Corporation currently
operates in 15 countries and in 18 languages. For more information,
visit VerraMobility.com.

About Gores Holdings II, Inc.

Gores Holdings II is a special purpose acquisition company sponsored by
an affiliate of The
Gores Group, for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. Gores Holdings II
completed its initial public offering in January 2017, raising
approximately $400 million in cash proceeds. Gores Holdings II’s
officers and certain of its directors are affiliated with The Gores
Group. Founded in 1987 by Alec Gores, The Gores Group is a global
investment firm focused on acquiring controlling interests in mature and
growing businesses which can benefit from the firm’s operating
experience and flexible capital base. Over its 30 year history, The
Gores Group has become a leading investor having demonstrated a reliable
track record of creating value in its portfolio companies alongside
management. Headquartered in Los Angeles, The Gores Group maintains
offices in Boulder, CO, and London. For more information, please visit www.gores.com.

About Platinum Equity

Founded in 1995 by Tom
Gores, Platinum
Equity is a global investment firm with $13 billion of assets under
management and a portfolio
of more than 30 operating companies that serve customers around the
world. The firm is currently investing from Platinum
Equity Capital Partners IV, a $6.5 billion global buyout fund.
Platinum Equity specializes in mergers, acquisitions and operations – a
trademarked strategy it calls M&A&O® – acquiring and operating companies
in a broad range of business markets, including manufacturing,
distribution, transportation and logistics, equipment rental, metals
services, media and entertainment, technology, telecommunications and
other industries. Over the past 23 years Platinum Equity has completed
more than 200 acquisitions.

Forward-Looking Statements

This press release may contain a number of “forward-looking statements”
as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include information concerning Gores Holdings
II’s or the Company’s possible or assumed future results of operations,
business strategies, debt levels, competitive position, industry
environment, potential growth opportunities and the effects of
regulation, including whether this transaction will generate returns for
stockholders. These forward-looking statements are based on Gores
Holdings II’s or the Company’s management’s current expectations,
estimates, projections and beliefs, as well as a number of assumptions
concerning future events. When used in this press release, the words
“estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” and variations of these words or similar expressions
(or the negative versions of such words or expressions) are intended to
identify forward-looking statements.

These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known and
unknown risks, uncertainties, assumptions and other important factors,
many of which are outside Gores Holdings II’s or the Company’s
management’s control, that could cause actual results to differ
materially from the results discussed in the forward-looking statements.
These risks, uncertainties, assumptions and other important factors
include, but are not limited to: (1) the occurrence of any event, change
or other circumstances that could give rise to the termination of the
Merger Agreement and the proposed transaction contemplated thereby; (2)
the inability to complete the transaction contemplated by the Merger
Agreement due to the failure to obtain approval of the stockholders of
Gores Holdings II or other conditions to closing in the Merger
Agreement; (3) the ability to meet NASDAQ’s listing standards following
the consummation of the transaction contemplated by the Merger
Agreement; (4) the inability to complete the private placement; (5) the
risk that the proposed transaction disrupts current plans and operations
of the Company as a result of the announcement and consummation of the
transaction described herein; (6) the ability to recognize the
anticipated benefits of the proposed transaction, which may be affected
by, among other things, competition, the ability of the combined company
to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key employees; (7)
costs related to the proposed transaction; (8) changes in applicable
laws or regulations; (9) the possibility that the Company may be
adversely affected by other economic, business, and/or competitive
factors; and (10) other risks and uncertainties indicated from time to
time in the final prospectus of Gores Holdings II, including those under
“Risk Factors” therein, and other documents filed or to be filed with
the Securities and Exchange Commission (“SEC”) by Gores Holdings II.

Forward-looking statements included in this release speak only as of the
date of this release. Neither Gores Holdings II nor the Company
undertakes any obligation to update its forward-looking statements to
reflect events or circumstances after the date of this release.
Additional risks and uncertainties are identified and discussed in Gores
Holdings II’s reports filed with the SEC and available at the SEC’s
website at www.sec.gov.

Non-GAAP Financial Measures

Pro forma Adjusted EBITDA is a non-GAAP financial measure and should not
be construed as an alternative to net income as an indicator of
operating performance or as an alternative to cash flow provided by
operating activities as a measure of liquidity (each as determined in
accordance with GAAP).

Additional Information about the Transaction and Where to Find It

Gores Holdings II intends to file with the SEC a preliminary proxy
statement of Gores Holdings II in connection with the proposed
transaction and will mail a definitive proxy statement and other
relevant documents to its stockholders. This press release does not
contain all the information that should be considered concerning the
proposed transaction and the other matters to be voted upon at the
special meeting and is not intended to provide the basis for any
investment decision or any other decision in respect of such matters.
Gores Holdings II’s stockholders and other interested persons are
advised to read, when available, the preliminary proxy statement, the
amendments thereto, and the definitive proxy statement in connection
with Gores Holdings II’s solicitation of proxies for the special meeting
to be held to approve the proposed transaction and other related
matters, as these materials will contain important information about the
Company and Gores Holdings II and the proposed transaction. The
definitive proxy statement will be mailed to the stockholders of Gores
Holdings II as of a record date to be established for voting on the
proposed transaction and the other matters to be voted upon at the
special meeting. Such stockholders will also be able to obtain copies of
the proxy statement, without charge, once available, at the SEC’s
website at http://www.sec.gov,
or by directing a request to: Gores Holdings II, 9800 Wilshire
Boulevard, Beverly Hills, CA 90212, attention: Jennifer Kwon Chou (jchou@gores.com).

Participants in the Solicitation

Gores Holdings II and its directors and officers may be deemed
participants in the solicitation of proxies of Gores Holdings II
stockholders in connection with the proposed transaction. Gores Holdings
II stockholders and other interested persons may obtain, without charge,
more detailed information regarding the directors and officers of Gores
Holdings II in Gores Holdings II’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2017, which was filed with the SEC on
March 30, 2018.

Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to Gores Holdings II
stockholders in connection with the proposed transaction will be set
forth in the proxy statement for the transaction when available.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed transaction and
the other matters to be voted upon at the special meeting will be
included in the proxy statement that Gores Holdings II intends to file
with the SEC.

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