Sonder Results Presentation Deck slide image

Sonder Results Presentation Deck

Appendix Transaction summary Key Transaction Terms ● Pro forma enterprise value of $1,925M (3.2x 2022E revenue) ● Pro forma net balance sheet cash includes proceeds from the March 2021 convertible note issuance Original PIPE investment of $200M upsized with additional PIPE investment of $109M¹ Assumes the new Delayed Draw Notes (up to $220M) are undrawn at close 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 costs) going to the balance sheet ● Illustrative Post-Transaction Ownership 16% 12% 4% 69% Pro Forma Ownership Existing Sonder Shareholders SPAC Shareholders PIPE Investors¹ SPAC Sponsor¹ Total Value Value $ 1,902 450 322 100 $ 2,773 Illustrative Pro Forma Valuation ($M, except per share values) Pro Forma Capitalization Share Price at Merger Total Shares Outstanding Equity Value (-) PF Net Balance Sheet Cash² Enterprise Value 2022E GAAP Revenue Implied Multiple Sources and Uses ($M) Sources SPAC Cash in Trust PIPE Investment Additional PIPE¹ New Delayed Draw Notes (Undrawn) Seller Rollover Equity Total Uses Net Cash to Balance Sheet² Transaction Costs³ $10.00 277.3 $ 2,773 ($848) $ 1,925 $610 3.2x Seller Rollover Equity Total $450 200 109 0 1,902 $ 2,661 $729 30 1,902 $ 2,661 SPAC Shareholders SPAC Sponsor Existing Sonder Shareholders PIPE Investors Note: Assumes a nominal share price of $10.00 per share. Pro Forma Ownership excludes impact of warrants and earnout to existing Sonder shareholders and assumes zero redemptions by Gores Metropoulos Il public 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 respect to the Delayed Draw Notes financing and the consummation of such financing is subject to the completion of definitive documentation. Additional PIPE of -$109.4M includes -$102.3M investment by existing PIPE investors and SPAC Sponsor in exchange for -11.51M common shares (and result of SPAC Sponsor cancelling -1.28M founder shares) and incremental -$7.1M investment by SPAC Sponsor in exchange for -0.71M common shares. 2 Assumes no draw on the new Delayed Draw Notes. ³ Excludes estimated Sonder transaction expenses of $16-$18M. Company transaction expenses are expected to be -$40Mby transaction close. 11
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