References in this Quarterly Report on Form
10-Q
(this "Quarterly Report") to "we," "us," "our" or the "Company" are to GS
Acquisition Holdings Corp II. References to our "management" or our "management
team" refer to our officers and directors. The following discussion and analysis
should be read in conjunction with our condensed financial statements and
related notes thereto included elsewhere in this Quarterly Report.
Forward-Looking Statements
This Quarterly Report includes forward-looking statements. All statements, other
than statements of historical fact included in this Quarterly Report including,
without limitation, statements in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" regarding the Company's financial
position, business strategy and the plans and objectives of management for
future operations, are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "may," "should,"
"could," "would," "expect," "plan," "anticipate," "believe," "estimate,"
"continue," or the negative of such terms or other similar expressions. We have
based these forward-looking statements on our current expectations and
projections about future events. Forward-looking statements are subject to known
and unknown risks, uncertainties and assumptions about us that may cause our
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. Factors
that might cause or contribute to such a discrepancy include, but are not
limited to, those described in the Risk Factors section of our final prospectus
for our Public Offering (as defined below) and in our other Securities and
Exchange Commission ("SEC") filings. Except as expressly required by applicable
securities law, we disclaim any intention or obligation to update or revise any
forward-looking
statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated as a Delaware corporation and formed
for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (an "Initial Business Combination").
We intend to effectuate an Initial Business Combination using cash from the
proceeds of our initial public offering (the "Public Offering") that closed on
July 2, 2020 (the "Closing Date") and the private placement of warrants to
purchase shares of our Class A common stock ("Private Placement Warrants") that
closed on the Closing Date, and from additional issuances of, if any, our
capital stock and our debt, or a combination of cash, stock and debt.
At June 30, 2021, we had current assets of $1,247,124 and current liabilities of
$72,804,364. Further, we expect to continue to incur significant costs in the
pursuit of our acquisition plans. We have reviewed a number of opportunities to
enter into an Initial Business Combination with operating businesses and have
recently entered into a Business Combination Agreement, as described below.
Recent Developments
Proposed Initial Business Combination
On June 17, 2021, the Company announced that it entered into a Business
Combination Agreement (the "Business Combination Agreement"), dated as of
June 17, 2021, by and among the Company, Mirion Technologies (TopCo), Ltd., a
Jersey private company limited by shares ("Mirion"), CCP IX LP No. 1, CCP IX LP
No. 2, CCP IX
Co-Investment
LP and CCP IX
Co-Investment
No. 2 LP (collectively, the "Charterhouse Parties"), each acting by their
general partner, Charterhouse General Partners (IX) Limited, for the limited
purpose set forth therein, each of the other persons set forth on Annex I
thereto (together with the Charterhouse Parties, the "Supporting Mirion
Holders") and the other holders of existing shares of Mirion who become a party
thereto by executing a joinder agreement (each, a "Joining Seller" and,
collectively, the "Joining Sellers" and, together with each Supporting Mirion
Holder, each, a "Seller" and, collectively, the "Sellers").
Pursuant to the terms of the Business Combination Agreement, the parties thereto
will enter into a business combination transaction (the "Business Combination")
pursuant to which Mirion will combine with a subsidiary of the Company as
described below.
The proposed Business Combination is expected to be consummated after the
required approval by the stockholders of the Company and the satisfaction of
certain other conditions summarized below.

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The Business Combination Agreement
Transaction Consideration
Subject to the terms of the Business Combination Agreement and adjustments set
forth therein, the consideration to be paid in connection with the Business
Combination is $1,700,000,000 (the "Total Consideration") and will be paid in a
combination of equity and cash consideration. The cash consideration will be an
amount equal to $1,310,000,000; provided, that if the Minimum Cash Condition (as
defined below) is not met, and Mirion and the Charterhouse Parties elect to
waive the Minimum Cash Condition, then the Cash Consideration will be equal to
$1,310,000,000 less the amount by which $1,310,000,000 exceeds the Available
Closing Cash (as defined below). In exchange for the A Ordinary Shares of $0.01
each in the capital of Mirion, the B Ordinary Shares of $0.01 each in the
capital of Mirion and certain loan notes due 2026 issued by Mirion Technologies
(HoldingSub1), Ltd, each Seller may elect to receive cash or equity
consideration or a combination thereof, which equity consideration shall be in
the form of either shares of the Company's Class A common stock or shares of the
Company's Class B common stock combined with shares of Class B common stock of a
subsidiary that will be majority owned by the Company. The Available Closing
Cash will be an amount equal to (i) the amount of funds contained in the
Company's trust account (after reduction for the aggregate amount of payments
required to be made in connection with any valid stockholder redemptions), plus
(ii) the aggregate amount of cash that has been funded to and remains with the
Company pursuant to the Subscription Agreements (as defined below) as of
immediately prior to the closing of the Business Combination (the "Closing"),
plus (iii) the amounts delivered pursuant to the Debt Financing (as defined in
the Business Combination Agreement), plus (iv) the cash and cash equivalents of
Mirion and its subsidiaries on a consolidated basis as of the date of the
Closing (the "Closing Date"), plus (v) the proceeds, if any, from the sale by
the Company to GSAM Holdings LLC of shares of the Company's Class A common
stock, pursuant to a backstop agreement between GSAM Holdings LLC and the
Company, less (vi) the total amount required to be paid to fully satisfy all
obligations related to Mirion's credit agreement as of the Closing Date, less
(vii) certain transaction expenses, less (viii) $50,000,000 (collectively, the
"Available Closing Cash").
Covenants
The Business Combination Agreement includes customary covenants of the parties
with respect to operation of their respective businesses prior to consummation
of the Business Combination and efforts to satisfy conditions to consummation of
the Business Combination. The Business Combination Agreement contains additional
covenants of the parties, including, among others: (i) covenants providing that
the parties use reasonable best efforts and take certain actions to obtain all
necessary regulatory approvals; (ii) covenants providing that the parties
cooperate with respect to the registration statement, prospectus and proxy
statement to be filed in connection with the Business Combination;
(iii) covenants providing that the parties shall take further actions as may be
necessary, proper or advisable to consummate and make effective the Business
Combination; (iv) a covenant of the Company to convene a meeting of the
Company's stockholders and to solicit proxies from its stockholders in favor of
the approval of the Business Combination and other related stockholder
proposals; and (v) covenants providing that the parties will not solicit,
initiate, engage in or continue discussions with respect to any other business
combination.
Conditions to the Consummation of the Transactions
Consummation of the transactions contemplated by the Business Combination
Agreement (the "Transactions") is subject to certain closing conditions,
including approval by the Company's stockholders, the expiration or termination
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and
the approval of certain governmental authorities. The Business Combination
Agreement also contains other conditions, including, among others: (i) the
Company having at least an aggregate of $1.310 billion in cash available at
Closing (the "Minimum Cash Condition"); (ii) the registration statement becoming
effective in accordance with the Securities Act; (iii) customary bringdown
conditions; (iv) no material adverse effect having occurred; and (v) to the
extent requested by the Company, Mirion having issued a notice of suspension or
termination of business with certain partners.
Subscription Agreements
Concurrently with the execution of the Business Combination Agreement, the
Company entered into subscription agreements (the "Subscription Agreements")
with certain investors (collectively, the "PIPE Investors"), pursuant to, and on
the terms and subject to the conditions of which, the PIPE Investors have
collectively subscribed for 90,000,000 shares of the Company's Class A common
stock for an aggregate purchase price equal to $900,000,000 (the "PIPE
Investment" and, such shares, the "PIPE Shares"), a portion of which is expected
to be funded by GSAM Holdings LLC.
The Subscription Agreements for the PIPE Investors (other than GSAM Holdings
LLC, whose registration rights are governed by the Amended and Restated
Registration Rights Agreement)provide for certain registration rights. In
particular, the Company is required to, as soon as practicable but no later than
(i) 30 calendar days following the Closing Date, file with the SEC (at the
Company's sole cost and expense) a registration statement registering the resale
of such PIPE Shares.
Profit Interests
In connection with the Business Combination Agreement, the Sponsor issued
8,100,000 membership interests in the Sponsor as profits interests to certain
individuals affiliated with or expected to be affiliated with Mirion after the
Business Combination. The holders of the profits interests will have an indirect
interest in the Founder Shares held by the Sponsor. The profits interests are
subject to service and performance vesting conditions, including the occurrence
of the Closing, and do not fully vest until all of the applicable conditions are
satisfied. In addition, the profits interests are subject to certain forfeiture
conditions.

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Results of Operations
For the six months ended June 30, 2021, we had net income (loss) of $1,013,683,
of which $9,232,566 is related to the change in the fair value of the warrant
liability and $(8,755,122) is related to general and administrative expenses,
which were primarily related to the proposed Business Combination. For the six
months ended June 30, 2020 we had net income (loss) of $(46,399) of which
$(58,661) related to general and administrative expenses. Our business
activities from inception to June 30, 2021 consisted primarily of our formation
and completing our Public Offering, and since the offering, our activity has
been limited to identifying and evaluating prospective acquisition targets for
an Initial Business Combination.
Liquidity and Capital Resources
Prior to the closing of the Public Offering, our only source of liquidity was an
initial sale of shares (the "Founder Shares") of Class B common stock, par value
$0.0001 per share, to our sponsor, GS Sponsor II LLC, a Delaware limited
liability company (the "Sponsor"), and the proceeds of a promissory note (the
"Note") from an affiliate of the Sponsor, in the amount of $300,000. The Note
was repaid upon the closing of the Public Offering.
The registration statement relating to our Public Offering was declared
effective by the SEC on June 29, 2020. On June 30, 2020, the underwriters
exercised a portion of their option to purchase additional units. Our Public
Offering of 75,000,000 units (the "Units"), including 5,000,000 Units pursuant
to the underwriters' partial exercise of such option, closed on July 2, 2020.
Simultaneously with the closing of the Public Offering, we closed the private
placement of an aggregate of 8,500,000 warrants (the "Private Placement
Warrants"), each exercisable to purchase one share of our Class A common stock,
par value $0.0001 per share, at an exercise price of $11.50 per share, to the
Sponsor, at a price of $2.00 per Private Placement Warrant, generating proceeds
of $17,000,000. On the Closing Date, we placed $750,000,000 of proceeds
(including $26,250,000 of deferred underwriting discount) from the Public
Offering and the Private Placement Warrants into a U.S.-based trust account,
with Continental Stock Transfer & Trust Company acting as trustee (the "Trust
Account") and held 2,000,000 of such proceeds outside the Trust Account.
At June 30, 2021, we had cash held in a custodian account of $799,624 and
working capital of ($71,557,240).
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business prior to our Initial Business
Combination, due to the Working Capital Note (as defined below) and Letter
Agreement (as defined below). However, if our estimates of the costs of
identifying a target business, undertaking
in-depth
due diligence and negotiating an Initial Business Combination are less than the
actual amount necessary to do so, we may have insufficient funds available to
operate our business prior to our Initial Business Combination. Moreover, we may
need to obtain additional financing either to complete our Initial Business
Combination or because we become obligated to redeem a significant number of our
shares of Class A common stock upon completion of our Initial Business
Combination, in which case we may issue additional securities or incur debt in
connection with such Business Combination (including from our affiliates or
affiliates of our Sponsor).
On November 12, 2020, the Sponsor agreed to loan us up to an aggregate of
$2,000,000 pursuant to the working capital note (the "Working Capital Note").
Any amounts borrowed under the Working Capital Note are
non-interest
bearing, unsecured and are due at the earlier of the date we are required to
complete our Initial Business Combination pursuant to our amended and restated
certificate of incorporation, as amended from time to time, and the closing of
the Initial Business Combination. As of June 30, 2021, we borrowed $2,000,000
under the Working Capital Note.
On August 12, 2021, we entered into a letter agreement with the Sponsor (the
"Letter Agreement") pursuant to which the Sponsor agreed that if the Business
Combination does not close on or before July 2, 2022, or if before such date the
Business Combination Agreement is terminated, it will pay any costs and expenses
incurred by us (the "Additional Expenses") in excess of any expenses that are
paid (i) with our working capital or (ii) with funds borrowed by us under the
Working Capital Note; provided that the maximum amount of Additional Expenses
payable by the Sponsor shall not exceed $15,000,000. Any amounts paid by the
Sponsor under the Letter Agreement are non-interest bearing and unsecured. As of
August 13, 2021, the Sponsor has not paid any amounts under the Letter
Agreement.

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Off-Balance
Sheet Arrangements
We have no obligations, assets or liabilities which would be considered
off-balance sheet arrangements. We do not participate in transactions that
create relationships with unconsolidated entities or financial partnerships,
often referred to as variable interest entities, which would have been
established for the purpose of facilitating
off-balance
sheet arrangements.
We have not entered into any
off-balance
sheet financing arrangements, established any special purpose entities,
guaranteed any debt or commitments of other entities, or entered into any
non-financial
agreements involving assets.
Contractual Obligations
At June 30, 2021, we did not have any long-term debt, capital lease obligations,
operating lease obligations or long-term liabilities. On June 29, 2020, we
entered into an administrative support agreement pursuant to which we have
agreed to pay an affiliate of the Sponsor a total of $10,000 per month for
office space, administrative and support services. Upon the earlier of the
completion of the Initial Business Combination and the Company's liquidation, we
will cease paying these monthly fees. For the three and six months ended
June 30, 2021, we incurred expenses of $30,000 and $60,000, respectively, under
this agreement.
The underwriters of the Public Offering are entitled to underwriting discounts
and commissions of 5.5%, of which 2.0% ($15,000,000) was paid at the closing of
the Public Offering and 3.5% ($26,250,000) was deferred. The deferred
underwriting discount will be paid to the underwriters upon the completion of
the Initial Business Combination.
Critical Accounting Policies/Estimates
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the condensed financial statements, and expenses during the periods
reported. Actual results could materially differ from those estimates. We have
identified the following as our critical accounting policies:
Net Income Per Common Share
Net income per share of common stock is computed by dividing net income by the
weighted average number of common shares outstanding during the period. We apply
the
two-class
method in calculating earnings per share. Accretion associated with the
redeemable shares of Class A common stock is excluded from earnings per share as
the redemption value exceeds fair value.
As of June 30, 2021, we had outstanding warrants to purchase of up to 27,250,000
shares of Class A common stock. The weighted average of these shares was
excluded from the calculation of diluted net income per share of common stock
since the exercise of the warrants is contingent upon the occurrence of future
events. As of June 30, 2021, we did not have any dilutive securities or other
contracts that could, potentially, be exercised or converted into shares of
common stock and then share in our earnings. As a result, diluted net income per
common share is the same as basic net income per common share for the periods.
Redeemable Shares of Class A Common Stock
All of the 75,000,000 shares of Class A common stock sold as parts of the Units
in the Public Offering contain a redemption feature. In accordance with the
Accounting Standards Codification
480-10-S99-3A
("ASC 480"), "Classification and Measurement of Redeemable Securities",
redemption provisions not solely within the control of the Company require the
security to be classified outside of permanent equity. Ordinary liquidation
events, which involve the redemption and liquidation of all of the entity's
equity instruments, are excluded from the provisions of ASC 480. The Company
classifies all shares of Class A common stock as redeemable.
Warrant Liability
We account for the warrants in accordance with the guidance contained in
Accounting Standards Codification 815 ("ASC 815"), "Derivatives and Hedging",
under which the warrants do not meet the criteria for equity treatment and must
be recorded as derivative liabilities. Accordingly, we classify the warrants as
liabilities at their fair value and adjusts the warrants to fair value at each
reporting period. This liability is subject to re-measurement at each balance
sheet date until the warrants are exercised, and any change in fair value is
recognized in our statement of operations. The fair value of the Private
Placement Warrants have been estimated using a Black-Scholes-Merton model and
the fair value of Public Warrants issued in connection with the Public Offering
have been measured based on the listed market price of such Public Warrants.
Profit Interests
Membership interests issued by the Sponsor as profits interests represent
compensation to certain individuals for services the Company receives from these
individuals through closing of the Business Combination. Although the Company is
not a direct party to the profits interests, it attributes compensation expense
equal to the change in the fair value of these arrangements. There was no impact
of compensation expense attribution for the three months or six months ended
June 2021 or June 2020.
Subscription Agreements
The Subscription Agreements involve only physical settlement in a fixed number,
it qualifies for equity classification under Accounting Standards Codification
815 ("ASC 815"), "Derivatives and Hedging", and, therefore, is not periodically
remeasured to fair value.
Backstop Agreement
The Backstop Agreement involves a conditional obligation that the Company must
settle by issuing a variable number of its shares, where the monetary value is
predominantly based on variations in something other than the fair value of the
Company's shares, it is initially and subsequently measured at fair value under
Accounting Standards Codification ("ASC") 480, "Distinguishing Liabilities from
Equity."
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective,
accounting pronouncements, if currently adopted, would have a material effect on
our financial statements.

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