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Gores Guggenheim (GGPI) Adds New PIPE to Polestar Deal
by Marlena Haddad on 2022-03-25 at 5:16pm

Gores Guggenheim (NASDAQ:GGPI) has added $27.2 million more to its PIPE for its deal with Swedish electric vehicle-maker (EV) Polestar.

As background, Gores Guggenheim arranged a $136 million new PIPE for the deal in December of 2021. The parties originally announced the deal bringing about $800 million into the transaction from its current trust along with a $250 million PIPE. The original PIPE is made up of 7.43 million Class A American depositary shares (ADS) at $9.09 sold to outside shareholders, 9.08 million ADs purchased by the sponsor at the same price and 10 million ADS bought by Volvo (ST:VOLV) at $10 per share.

On March 24, the sponsor assigned a portion of its commitment to purchase Polestar Automotive Holding UK Limited Class A ADSs for $11.4 million. As part of the amended Sponsor Subscription Agreement, the sponsor has agreed to subscribe for approximately 891,000 ADSs for a purchase price of $9.09 per ADS at closing, for approximately $8.1 million. The amended sponsor agreement is substantially similar to the PIPE subscription agreement, except with regards to purchase price and that the sponsor has the right to assign its commitment to purchase the ADSs under the agreement in advance of closing.

The parties also disclosed that Snita assigned a portion of its commitment to purchase Polestar ADSs for approximately $15.8 million, amending the Volvo Car Subscription Agreement to reflect the March Volvo Assignment. As a result, Snita has agreed to subscribe approximately 1.1 million ADSs for $10.00 per ADS for an aggregate investment of approximately $11.2 million. The amended Volvo Cars Subscription Agreement is also similar to the PIPE Subscription Agreements, except with regards to purchase price and that Snita may assign its commitment to purchase ADSs under the agreement in advance of the close.

As part of the Volvo Cars Preference Subscription Agreement, Polestar and Snita increased the aggregate investment amount to $588,826,100 from $498 million.

Additionally, the parties made a second amendment to the Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement. The change allowed the parties to increase the amount of Class F Common Stock that will be cancelled in connection with the closing from 1,533,873 shares to 1,540,835 shares.

Gores Guggenheim and Polestar initially announced their $20 billion combination on September 27. Founded in 2017, the Gothenburg, Sweden-based company produces two consumer EV models that are on the road in Europe, North America and China.


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