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.
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