Form: S-4/A

Registration of securities issued in business combination transactions

September 3, 2021

Documents

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Table of Contents
As filed with the Securities and Exchange Commission on September 3, 2021
Registration
No. 333-257535
 
 
 
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
AMENDMENT NO.
2
TO
FORM
S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
GS ACQUISITION HOLDINGS CORP II
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
(State or other jurisdiction of
incorporation or organization)
  
6770
(Primary Standard Industrial
Classification Code Number)
  
83-0974996
(I.R.S. Employer
Identification Number)
 
 
200 West Street
New York, NY, 10282
Telephone: (212)
902-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
Thomas R. Knott
Chief Executive Officer
GS Acquisition Holdings Corp II
200 West Street
New York, NY, 10282
Telephone: (212)
902-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
 
Michael J. Aiello
Brian Parness
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212)
310-8000
  
Thomas D. Logan, CEO
Mirion Technologies, Inc.
1218 Menlo Drive
Atlanta, GA 30318
(470) 870-2700
  
Alan F. Denenberg
Stephen Salmon
Bryan M. Quinn
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, CA 94025
(650)
752-2000
   
Valerie Ford Jacob
Freshfields Bruckhaus Deringer LLP
601 Lexington Avenue
New York, NY 10022
(212) 277 4000
 
 
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the transactions.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule
12b-2
of the Exchange Act. (Check one):
 
Large accelerated filer   ☐    Accelerated filer   ☐
       
Non-accelerated filer   ☒    Smaller reporting company   ☐
       
         Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐
If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐
 
 
CALCULATION OF REGISTRATION FEE
 
 
Title of each class of
securities to be registered
  
Amount
to be
registered
(1)
(2)
  
Proposed
maximum
offering price
per unit
  
Proposed
maximum
aggregate
offering price
(3)
  
Amount of
registration fee
(4)
GSAH Class A Common Stock, $0.0001 par value per share
   24,878,039
(2)
   $10.00   $248,780,390.00   $27,141.94
(5)
 
 
 
(1)
Based on the maximum number of shares of Class A common stock, par value $0.0001 per share, of the registrant estimated to be issuable in connection with the Business Combination described herein, excluding (1) the portion of such shares issuable to certain funds affiliated with Charterhouse Capital Partners LLP and (2) any shares of Class B common stock, par value $0.0001 per share, issuable to certain members of management of Mirion Technologies (TopCo), Ltd.
(2)
Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3)
Computed in accordance with Rule 457 of the Securities Act.
(4)
Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001091.
(5)
The registrant previously paid the registration fee in connection with a prior filing of this Registration Statement.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
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EXPLANATORY NOTE
This proxy statement/prospectus relates to a Business Combination Agreement, dated June 17, 2021 (as amended on September 3, 2021, and as it may be further amended from time to time, the “Business Combination Agreement”), by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “
Company
” or “
GSAH
”), Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares (“
Mirion
”), for the limited purpose set forth therein, 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
”), 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, for the limited purpose set forth therein, the other holders of A Ordinary Shares and B Ordinary Shares from time to time becoming a party thereto by executing a Joinder Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A (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 Business Combination Agreement, among other things and subject to the terms and conditions contained therein, the parties thereto will enter into a business combination transaction, pursuant to which Mirion will combine with a subsidiary of the Company as described below (the “
Business Combination,
” and the transactions contemplated by the Business Combination Agreement, the “
Transactions
”).
The proposed Business Combination will establish the Company as the corporate parent of Mirion. At the Closing, in order to implement a structure similar to that of an
“Up-C,”
the Company will establish a Delaware corporation (“
IntermediateCo
”) as a subsidiary of the Company. Sellers will be permitted to elect to receive equity consideration either in the form of (i) shares of GSAH Class A common stock, par value $0.0001 per share (“
GSAH Class
 A common stock
”) or (ii) “paired interests” consisting of shares of GSAH Class B common stock, par value $0.0001 per share (“
GSAH Class
 B common stock
”) paired together with shares of IntermediateCo Class B common stock, par value $0.0001 per share (“
IntermediateCo Class
 B common stock
”). Holders of shares of IntermediateCo Class B common stock will have a redemption right for such shares to be settled, at the option of the Company, with (i) shares of GSAH Class A common stock (on a
one-for-one
basis) or (ii) a cash amount per share based on an average trailing stock price of GSAH Class A common stock. In the event of a redemption request by a holder of shares of IntermediateCo Class B common stock, the Company may, at its option, effect a direct exchange of cash or Company Class A common stock for shares of IntermediateCo Class B common stock in lieu of such a redemption. Upon redemption or exchange of shares of IntermediateCo Class B common stock, the corresponding shares of GSAH Class B common stock will be cancelled. The Company will hold 100% of the voting shares of IntermediateCo Class A common stock, par value $0.0001 per share (“
IntermediateCo Class
 A common stock
”). As further described in the Second Amended and Restated Certificate of Incorporation to be in effect after the Closing, each holder of the Company’s Class B common stock will be entitled to one vote for each share of GSAH Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote and the holders of GSAH Class B common stock shall not be entitled to dividends of cash or property on such shares of GSAH Class B common stock.
Subject to the terms of the Business Combination Agreement, the consideration to be paid in connection with the Business Combination is $1,700,000,000 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 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. 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 GSAH Class A common stock or shares of GSAH Class B common stock combined with shares of IntermediateCo Class B common stock that will be majority owned by the Company.
 
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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 of immediately prior to the closing of the Business Combination (the “
Closing
”), plus (iii) the amounts delivered pursuant to the Mirion Debt Refinancing (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 (“
GSAM Holdings
”) of shares of GSAH Class A common stock, pursuant to the Backstop Agreement, 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
”).
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 GSAH Class A common stock for an aggregate purchase price equal to $900,000,000 (the “
PIPE Investment
” and, such shares, the “
PIPE Shares
”). The PIPE Investment will be consummated substantially concurrently with the Closing.
This proxy statement/prospectus serves as:
 
•
 
a proxy statement/prospectus for the special meeting of the Company, where the GSAH stockholders will vote on, among other things, proposals to (i) approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, (ii) approve the issuance of GSAH Common Stock in connection with (x) the Transactions (including as may be required under the NYSE) and (y) the PIPE Investment; (iii) adopt the Company’s second amended and restated certificate of incorporation (excluding the Class A Common Stock Proposal), (iv) approve, on a
non-binding
basis, certain governance provisions in the Company’s second amended and restated certificate of incorporation; (v) approve the Mirion Technologies, Inc. Omnibus Incentive Plan; (vi) elect the directors constituting the board of directors of the post-combination company; (vii) approve the increase in the number of authorized shares of GSAH Class A common stock of the Company; and (viii) approve the adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing; and
 
•
 
a prospectus for the shares of GSAH Class A common stock (other than to certain funds affiliated with Charterhouse Capital Partners LLP and GSAH Class B common stock that certain of Mirion’s shareholders will receive as consideration in the Transactions).
 
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PRELIMINARY — SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2021
GS ACQUISITION HOLDINGS CORP II
200 West Street
New York, NY 10282
Dear GS Acquisition Holdings Corp II Stockholder:
We cordially invite you to attend a special meeting (the “
Special Meeting
”) of the stockholders of GS Acquisition Holdings Corp II, a Delaware corporation (“
we
,” “
us
,” “
our
”, “
GSAH
” or the “
Company
”), which will be held via live webcast on [●] at [●] a.m. [Eastern Time] or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The special meeting can be accessed by visiting [●], where you will be able to listen to the meeting live and vote during the meeting.
On June 17, 2021, the Company entered into a business combination agreement (as amended on September 3, 2021, and as it may be further amended from time to time, the “
Business Combination Agreement
”) with Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares (“
Mirion
”), for the limited purpose set forth therein, 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
”), 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, for the limited purpose set forth therein, the other holders of A Ordinary Shares and B Ordinary Shares from time to time becoming a party thereto by executing a Joinder Agreement (each, a “
Seller
” and, collectively, the “
Sellers
”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A (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 Business Combination Agreement, among other things and subject to the terms and conditions contained therein, the parties thereto will enter into a business combination transaction, pursuant to which Mirion will combine with a subsidiary of the Company as described below (the “
Business Combination,
” and the transactions contemplated by the Business Combination Agreement, the “
Transactions
”).
The proposed Business Combination will establish the Company as the corporate parent of Mirion. At the Closing, in order to implement a structure similar to that of an
“Up-C,”
the Company will establish a Delaware corporation (“
IntermediateCo
”) as a subsidiary of the Company. Sellers will be permitted to elect to receive equity consideration either in the form of (i) shares of GSAH Class A common stock, par value $0.0001 per share (“
GSAH Class
 A common stock
”) or (ii) “paired interests” consisting of shares of GSAH Class B common stock paired together with shares of IntermediateCo Class B common stock, par value $0.0001 per share (“
IntermediateCo Class
 B common stock
”). Holders of shares of IntermediateCo Class B common stock will have a redemption right for such shares to be settled, at the option of the Company, with (i) shares of GSAH Class A common stock (on a
one-for-one
basis) or (ii) a cash amount per share based on an average trailing stock price of GSAH Class A common stock. In the event of a redemption request by a holder of shares of IntermediateCo Class B common stock, the Company may, at its option, effect a direct exchange of cash or Company Class A common stock for shares of IntermediateCo Class B common stock in lieu of such a redemption. Upon redemption or exchange of shares of IntermediateCo Class B common stock, the corresponding shares of GSAH Class B common stock will be cancelled. The Company will hold 100% of the voting shares of IntermediateCo Class A common stock, par value $0.0001 per share (“
IntermediateCo Class
 A common stock
”). As further described in the Company’s Amended and Restated Certificate of Incorporation to be in effect after the Closing, each holder of the GSAH Class B common stock will be entitled to one vote for each share of GSAH Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote and the holders of GSAH Class B common stock shall not be entitled to dividends of cash or property on such shares of GSAH Class B common stock.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, the consideration to be paid in connection with the Business Combination is $1,700,000,000 and will be paid in a
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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 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. 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 GSAH Class A common stock or shares of GSAH Class B common stock combined with shares of IntermediateCo Class B common stock 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 of immediately prior to the closing of the Business Combination (the “
Closing
”), plus (iii) the amounts delivered pursuant to the Mirion Debt Refinancing (as defined in the 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 (“
GSAM Holdings
”) of shares of GSAH Class A common stock, pursuant to the Backstop Agreement, 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
”).
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 GSAH Class A common stock for an aggregate purchase price equal to $900,000,000 (the “
PIPE Investment
” and, such shares, the “
PIPE Shares
”). The PIPE Investment will be consummated substantially concurrently with the Closing.
In connection with the Business Combination, certain other related agreements have been, or will be entered into on or prior to the date the Business Combination is consummated including the Amended and Restated Registration Rights Agreement, the Subscription Agreements, the Backstop Agreement, the Option Agreements and the Amended and Restated Sponsor Agreement, in each case, as defined in the accompanying proxy statement/prospectus. For additional information, see “
Proposal No. 1—Approval of the Business Combination—Related Agreements
” in the accompanying proxy statement/prospectus.
At the Special Meeting, our stockholders will be asked to consider and vote upon: among other things, proposals to (i) approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination (the “
Business Combination Proposal
”), (ii) approve the issuance of GSAH Common Stock in connection with (x) the Transactions (including as may be required under the NYSE) and (y) the PIPE Investment; (iii) adopt the Company’s second amended and restated certificate of incorporation (the “
Charter Proposal
”), (iii) approve, on a
non-binding
basis, certain governance provisions in the Company’s second amended and restated certificate of incorporation (the “
Governance Proposal
”), (vi) approve the Mirion Technologies, Inc. Omnibus Incentive Plan; (vi) elect nine directors constituting the board of directors of the post-combination company; (vii) approve the increase in the number of authorized shares of GSAH Class A common stock of the Company (the “Class A Common Stock Proposal”); and (viii) adjourn the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (the “
Adjournment Proposal
”). The Transactions contemplated by this Business Combination Agreement will be consummated only if the Business Combination Proposal, the NYSE Proposal, the Charter Proposal and the Director Election Proposal (collectively, the “
Condition Precedent Proposals
”) are approved at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.
 
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Our publicly-traded GSAH Class A common stock, units and warrants are currently listed on the NYSE under the symbols “GSAH,” “GSAH.U” and “GSAH WS,” respectively. We intend to apply to continue the listing of GSAH Class A common stock and warrants on the NYSE under the symbols “MIR” and “MIR.WS,” respectively, upon the closing of the Business Combination, though such securities may not be listed, for instance if there is not a sufficient number of round lot holders. At the closing of the Business Combination, each unit will separate into its components consisting of one share of GSAH Class A common stock and one-fourth of one warrant. GSAH is currently awaiting preliminary listing approval from NYSE in order to submit its listing application and believes the combined entity will satisfy all criteria for listing upon completion of the Business Combination. As such, GSAH expects to obtain NYSE listing approval before the Closing; notwithstanding, GSAH can provide no assurances that NYSE will approve the listing application. NYSE’s determination may not be known at the time stockholders are asked to vote on the Business Combination and the closing is not conditioned on NYSE’s approval of the continued listing, but the closing of the PIPE Investment is conditioned on the PIPE Shares being listed on the NYSE.
Pursuant to our Amended and Restated Certificate of Incorporation (the “
GSAH Certificate of Incorporation
”), a holder of our public shares (a “
public stockholder
”) may request that we redeem all or a portion of such stockholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, N.A., our transfer agent, directly and instruct it to do so.
Public stockholders may elect to redeem their public shares even if they vote “
for
” the Business Combination Proposal or any other proposal
. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, bank or other nominee. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds, including by timely delivering its shares to our transfer agent, we will redeem such public shares for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “
trust account
”), calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). For illustrative purposes, as of [●], 2021, this would have amounted to approximately $[●] per outstanding public share. If a public stockholder properly exercises its redemption rights in full, then it will be electing to exchange all of its public shares for cash and will not own any public shares of the post-business combination company. See “
Special Meeting of GSAH Stockholders—Redemption Rights
” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of our public stockholders exercise their redemption rights with respect to their shares of GSAH Class A common stock.
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “
group
” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. In addition, pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001. In such case, we would not proceed with the redemption of our public shares and the Business Combination, and instead may search for an alternate initial business combination.
The Business Combination Agreement is also subject to the satisfaction or waiver of certain closing conditions as described in the accompanying proxy statement/prospectus. These conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. There
 
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can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.
GS Sponsor II LLC (the “
Sponsor
”) and GS Acquisition Holdings II Employee Participation LLC have each agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals to be voted upon at the Special Meeting, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of our common stock held by them. Our shares of GSAH Class B common stock will be excluded from the pro rata calculation used to determine the
per-share
redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and the other holders of GSAH Class B common stock own an aggregate of 20% of our outstanding shares of common stock.
We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Information about the Special Meeting, the Business Combination and other related business to be considered by the Company’s stockholders at the Special Meeting is included in the accompanying proxy statement/prospectus.
Whether or not you plan to attend the Special Meeting, all of our stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of the Company and Mirion, carefully and in its entirety. In particular, you should also carefully consider the risk factors described in “
Risk Factors
” beginning on page [
●
] of the accompanying proxy statement/prospectus.
After careful consideration, our Board of Directors has unanimously approved the Business Combination Agreement and the Business Combination, and unanimously recommends that our stockholders vote “FOR” adoption of the Business Combination Agreement and approval of the Business Combination, and “FOR” all other proposals presented to our stockholders in the accompanying proxy statement/prospectus. When you consider our Board of Directors’ recommendation of these proposals, you should keep in mind that our directors have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “
Certain Relationships and Related Persons Transactions
” for additional information.
The approval of each of the Business Combination Proposal, the Governance Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. The approval of the Charter Proposal requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the Special Meeting. The Class A Common Stock Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Class A common stock entitled to vote thereon at the Special Meeting. Directors are elected by a plurality of the votes cast in the Director Election Proposal; this means that the nine individuals nominated for election to our Board of Directors who receive the most “
FOR
” votes will be elected to the Board of Directors following the Closing.
Your vote is very important
. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.
If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct
 
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your broker, bank or other nominee how to vote, and do not attend the Special Meeting via the virtual meeting website, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will not be voted.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS BEFORE THE SCHEDULED DATE OF THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of our Board of Directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
 
Sincerely,
 
/s/ Thomas R. Knott
Thomas R. Knott
Chief Executive Officer, Chief Financial Officer and Secretary
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The accompanying proxy statement/prospectus is dated [●], 2021 and is expected to be first mailed to our stockholders on or about [●], 2021.
 
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NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS OF GS ACQUISITION HOLDINGS CORP II
TO BE HELD [
●
], 2021
To the Stockholders of GS Acquisition Holdings Corp II:
NOTICE IS HEREBY GIVEN that a special meeting (the “
Special Meeting
”) of the stockholders of GS Acquisition Holdings Corp II, a Delaware corporation (“we,” “us,” “
our
” or the “
Company
”), will be held via live webcast on [●] at [●] a.m. [Eastern Time]. The special meeting can be accessed by visiting [●], where you will be able to listen to the meeting live and vote during the meeting.
You are cordially invited to attend the Special Meeting to conduct the following items of business:
 
•
 
Proposal No. 1—Approval of the Business Combination
—To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of June 17, 2021 (as amended on September 3, 2021, and as it may be further amended from time to time, the “
Business Combination Agreement
”), by and among the Company, Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares “
Mirion
”, for the limited purpose set forth therein, 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
”), for the limited purpose set forth therein, each of the other persons set forth on Annex I thereto and, for the limited purpose set forth therein, the other holders of A Ordinary Shares and B Ordinary Shares from time to time becoming a party thereto by executing a Joinder Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A;
 
•
 
Proposal No. 2—The NYSE Proposal
—To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “
NYSE
”), (a) the issuance of more than 20% of the Company’s outstanding Class A common stock in connection with the Business Combination, including the PIPE Investment, and (b) the issuance of shares of the GSAH Class A common stock and the GSAH Class B common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Business Combination (we refer to this proposal as the “
NYSE Proposal
”);
 
•
 
Proposal No. 3—The Charter Proposal
—To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation in the form attached to the accompanying proxy statement/prospectus as Annex B (the “
New Mirion Charter
”), excluding the Class A Common Stock Proposal, which, if approved, would take effect upon the closing of the Business Combination (we refer to this proposal as the “
Charter Proposal
”);
 
•
 
Proposal No.
 4—The Governance Proposals
– To consider and vote upon a proposal to approve, on a
non-binding
advisory basis, certain governance provisions in the New Mirion Charter, presented separately in accordance with the United States Securities and Exchange Commission (“
SEC
”) requirements (we refer to this proposal as the “
Governance Proposal
”);
 
•
 
Proposal No. 5—The Director Election Proposal
—To consider and vote upon a proposal to elect nine directors to serve, effective upon the closing of the Business Combination, on our Board of Directors until the 2022 annual meeting of stockholders, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death (we refer to this proposal as the “
Director Election Proposal
”);
 
•
 
Proposal No. 6—The Incentive Plan Proposal
—To consider and vote upon a proposal to approve the Mirion Technologies, Inc. Omnibus Incentive Plan (the “
Incentive Plan
”), including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the “
Incentive Plan Proposal
”);
 
•
 
Proposal No. 7—
The Class A Common Stock Proposal—To consider and vote upon a proposal to increase the total number of authorized shares of GSAH Class A common stock from 500,000,000 to 2,000,000,000 (we refer to this proposal as the “
Class A Common
Stock Proposal
”); and
 
•
 
Proposal No. 8—The Adjournment Proposal
—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the
Table of Contents
 
event that there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting (we refer to this proposal as the “
Adjournment Proposal
”).
The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.
The record date for the Special Meeting is [●], 2021. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.
Pursuant to our Amended and Restated Certificate of Incorporation (the “
GSAH Certificate of Incorporation
”), a holder of our public shares (a “
public stockholder
”) may request that we redeem all or a portion of such stockholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, N.A., our transfer agent, directly and instruct it to do so.
Public stockholders may elect to redeem their public shares even if they vote “
for
” the Business Combination Proposal or any other proposal
. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, bank or other nominee. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds, including timely delivering its shares to our transfer agent, we will redeem such public shares for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “
trust account
”), calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). For illustrative purposes, as of [●], 2021, this would have amounted to approximately $[●] per outstanding public share. If a public stockholder properly exercises its redemption rights in full, then it will be electing to exchange all of its public shares for cash and will not own any public shares of the post-business combination company. See “
Special Meeting of GSAH Stockholders—Redemption Rights
” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in this proxy statement/prospectus assumes that none of our public stockholders exercise their redemption rights with respect to their shares of GSAH Class A common stock.
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “
group
” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. In addition, pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001. In such case, we would not proceed with the redemption of our public shares and the Business Combination, and instead may search for an alternate initial business combination.
GS Sponsor II LLC (the “
Sponsor
”) and GS Acquisition Holdings II Employee Participation LLC have each agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the Special Meeting, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares held by them. Our shares of GSAH
 
ii
Class B common stock will be excluded from the pro rata calculation used to determine the
per-share
redemption price. As of the date of this proxy statement/prospectus, the Sponsor and our officer and directors own an aggregate of 20% of our outstanding shares of Company common stock.
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 GSAH Class A common stock for an aggregate purchase price equal to $900,000,000 (the “
PIPE Investment
” and, such shares, the “
PIPE Shares
”). The PIPE Investment will be consummated substantially concurrently with the Closing.
Your vote is very important
. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.
Your attention is directed to the remainder of this proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling: (877) 456-3463 (toll free) or Banks and Brokers may call collect: (212) 750-5833.
 
By Order of the Board of Directors
 
/s/ Thomas R. Knott
Thomas R. Knott
Chief Executive Officer, Chief Financial Officer and Secretary
New York, NY
[●], 2021
 
iii
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F-1
 
ANNEXES
 
i
SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:
 
•  
“
A Ordinary Shares
” are to the A Ordinary Shares of $0.01 each in the capital of Mirion, having the rights set out in the Existing Company Articles;
 
•  
“
Amended and Restated Registration Rights Agreement
” are to that certain Amended and Restated Registration Rights Agreement, dated as of the Closing, by and between the GS Holders and the Sellers a copy of which is attached to this proxy statement/prospectus as Annex F as it may be further amended from time to time;
 
•  
“
Amended and Restated Sponsor Agreement
” are to that certain Amended and Restated Sponsor Agreement, the Company, dated June 29, 2020, by and among the Insiders;
 
•  
“
ASC 480
” are to the Accounting Standards Codification
480-10-S99-3A
 
•  
“
ASC 815
” are to the Accounting Standards Codification 815;
 
•  
“
Available Closing Cash
” are to 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 of immediately prior to the closing of the Business Combination, plus (iii) the amounts delivered pursuant to the Mirion Debt Refinancing (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, plus (v) the proceeds, if any, from the sale by the Company to GSAM Holdings of shares of GSAH Class A common stock, pursuant to the Backstop Agreement, 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;
 
•  
“
B Ordinary Shares
” are to the B Ordinary Shares of $0.01 each in the capital of Mirion, having the rights set out in the Existing Company Articles;
 
•  
“
Backstop Agreement
” are to that certain Backstop Agreement, dated as of June 17, 2021, by and between the Company and GSAM Holdings;
 
•  
“
Board
,” “
Board of Directors
,” or “
GSAH Board
” are to the board of directors of the Company;
 
•  
“
Business Combination
” are to the transactions contemplated by the Business Combination Agreement;
 
•  
“
Business Combination Agreement
” are to that certain Business Combination Agreement, dated June 17, 2021 (as amended on September 3, 2021, and as it may be further amended from time to time), by and among GSAH, Mirion, the Charterhouse Parties (each acting by its general partner, Charterhouse General Partners (IX) Limited), the other Supporting Mirion Holders, and, Joining Sellers.
 
•  
“
Cash Consideration
” are to $1,310,000,000; provided, however, if the Minimum Cash Condition is not satisfied, and the Company and the Charterhouse Parties elect to waive the Minimum Cash Condition within fifteen (15) Business Days of receipt by the Company and the Charterhouse Parties of a written notice from the SPAC that the Minimum Cash Condition has not been satisfied and is incapable of being satisfied, “
Cash Consideration
” shall mean $1,310,000,000 less the Cash Shortfall;
 
•  
“
Cash Shortfall
” are to “ the amount by which $1,310,000,000 exceeds the Available Closing Cash;
 
•  
“
Charterhouse Demand Period
” are to the exclusive right for Charterhouse Holders to for a
90-day
period beginning on the 181st day after the Closing to exercise a single demand right;
 
•  
“
Charterhouse Director Nomination Agreement
” are to that certain Director Nomination Agreement, dated as of June 17, 2021 and as may be amended, restated or otherwise modified from time to time, by and among the Company and the Charterhouse Parties.
 
1
Table of Contents
•  
“
Charterhouse Holders
” or the “
Charterhouse Parties
” are to CCP IX LP No. 1, CCP IX LP No. 2, CCP IX
Co-Investment
LP and CCP IX
Co-Investment
No. 2 LP (each acting by its general partner, Charterhouse General Partners (IX) Limited);
 
•  
“
Closing
” are to the consummation of the Transactions;
 
•  
“
Closing Date
” are to the date on which the Transactions are consummated;
 
•  
“
Code
” are to the Internal Revenue Code of 1986, as amended;
 
•  
“
Common Stock
” are to the GSAH Class A common stock and the GSAH Class B common stock, together;
 
•  
“
Company
,” “
GSAH
,” “
we
,” “
us
,” and “
our
” are to GS Acquisition Holdings Corp II, including, as applicable, following the consummation of the Business Combination (at which time, it will have changed its name to Mirion Technologies, Inc.);
 
•  
“
Condition Precedent Proposal
” are to the NYSE Proposal, the Charter Proposal and the Director Election Proposal;
 
•  
“COVID-19”
are to
SARS-CoV-2
or
COVID-19,
and any evolutions thereof or any other epidemics, pandemics or disease outbreaks;
 
•  
“
Demanding Holders
” are to each of (i) the Charterhouse Parties, (ii) the GS Holders or (iii) the holders of at least thirty percent (30%) in interest of the then outstanding registrable securities;
 
•  
“
DGCL
” are to the General Corporation Law of the State of Delaware;
 
•  
“
DTC
” are to The Depository Trust Company;
 
•  
“
DWAC
” are to the Deposit Withdrawal at Custodian;
 
•  
“
Exchange Act
” are to the Securities Exchange Act of 1934, as amended;
 
•  
“
Existing Mirion Articles
” are to Mirion’s Memorandum and Articles of Association, as in effect on the date of the Business Combination, and following the effectiveness of the Mirion Articles Amendment, as so amended and restated;
 
•  
“
Existing Mirion Shares
” are to, collectively, the A Ordinary Shares and the B Ordinary Shares;
 
•  
“
Exit
” are to the transfer of shares (whether through a single transaction or a series of transaction) as a result of which any person, or persons connected (as defined in Section 252 of the U.K. Companies Act) or acting in concert (as defined in the City Code on Takeovers and Mergers) with such person, holds more than 50% of the Class A and Class B ordinary shares of Mirion;
 
•  
“
Exit Bonuses
” are to the cash bonuses that certain executive officers of Mirion are entitled to subject to the applicable executive officer remaining actively employed with Mirion in good standing through the date of such Exit;
 
•  
“
FATCA
” are to the Foreign Account Tax Compliance Act;
 
•  
“
FDI
” are to foreign direct investment;
 
•  
“
fiscal 2021
” are to the twelve months ended June 30, 2021;
 
•  
“
fiscal 2020
” are to the twelve months ended June 30, 2020;
 
•  
“
FCPA
” are to the United States Foreign Corrupt Practices Act;
 
•  
“
founder shares
” are to the shares of GSAH Class B common stock, of which 18,750,000 shares are outstanding as of the date of this proxy statement/prospectus (17,425,000 shares of which are held by the Sponsor and 1,325,000 shares of which are held by GS Employee Participation);
 
•  
“
Freed Employment Agreement
” are to that certain Employment Agreement, dated as of July 16, 2016, by and between Mirion Technologies, Inc. and Mike Freed;
 
2
Table of Contents
•  
“
FTC
” are to the U.S. Federal Trade Commission;
 
•  
“
GAAP
” are to the Generally Accepted Accounting Principles in the United States of America;
 
•  
“
Goldman Sachs
” are to The Goldman Sachs Group, Inc., a Delaware corporation (NYSE: GS) and its affiliates (other than the Company);
 
•  
“
GSAH
” are to GS Acquisition Holdings Corp II, prior to the consummation of the Business Combination;
 
•  
“
GSAH Certificate of Incorporation
” are to GSAH’s amended and restated certificate of incorporation, dated June 29, 2020;
 
•  
“
GSAH
Class
 A common stock
” are to the GSAH Class A common stock, par value $0.0001 per share;
 
•  
“
GSAH
Class
 B common stock
” are to the GSAH Class B common stock, par value $0.0001 per share;
 
•  
“
GSAH common stock
” are to, collectively, the GSAH Class A common stock and GSAH Class B common stock;
 
•  
“
GSAM
” are to Goldman Sachs Asset Management, a division of The Goldman Sachs Group, Inc.;
 
•  
“
GSAM Holdings
” are to GSAM Holdings LLC;
 
•  
“
GS Director Nomination Agreement
” are to that certain Director Nomination Agreement, dated as of June 17, 2021, and as may be amended, restated or otherwise modified from time to time, by and among the Company and the Sponsor;
 
•  
“
GS Employee Participation
” are to GS Acquisition Holdings II Employee Participation LLC;
 
•  
“
GS Holders
” are to, collectively, the Sponsor, GS Employee Participation, GSAM Holdings;
 
•  
“
HSR Act
” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
 
•  
“
Incentive Plan
” are to the Mirion Technologies, Inc. Ombnibus Equity Incentive Plan attached to this proxy statement/prospectus as Annex I;
 
•  
“
Initial Stockholders
” are to the Sponsor and GS Employee Participation who collectively hold all of our founder shares;
 
•  
“
Insiders
” are to the Company, the Sponsor, GSAM Holdings and GS Employee Participation;
 
•  
“
IntermediateCo
” are to Mirion IntermediateCo, Inc., a Delaware corporation;
 
•  
“
IntermediateCo Charter
” are to the proposed Certificate of Incorporation of IntermediateCo, in the form set forth as Exhibit C of the Business Combination Agreement;
 
•  
“
IntermediateCo Class
 A common stock
” are to the IntermediateCo Class A common stock, par value $0.0001 per share;
 
•  
“
IntermediateCo Class
 B common stock
” are to the IntermediateCo Class B common stock, par value $0.0001 per share;
 
•  
“
Investment Company Act
” are to the Investment Company Act of 1940, as amended;
 
•  
“
IPO
” or “
initial public offering
” are to GSAH’s initial public offering, consummated on July 2, 2020;
 
•  
“
JOBS Act
” are to the Jumpstart Our Business Startups Act of 2012;
 
•  
“
Joining Sellers
” are to holders of A Ordinary Shares and B Ordinary Shares from time to time becoming party to the Business Combination Agreement by executing a Joinder Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A;
 
•  
“
Logan Employment Agreement
” are to that certain Employment Agreement, dated as August 15, 2006, by and between Mirion and Thomas D. Logan, as amended;
 
3
Table of Contents
•  
“
management
” or “
management team
” of an entity are to the officers and directors of such entity;
 
•  
“Management Notes”
are to payment-in-kind loan notes issued by UKTopco to certain members of Mirion management;
 
•  
“
maximum redemption scenario
” are to a scenario in which, in connection with the Business Combination, the maximum number of shares of GSAH Class A common stock are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’
pro-rata
allocation along with the proceeds from the PIPE Investment are sufficient to satisfy the Minimum Cash Condition. Based on the amount of $750.1 million in our trust account as of June 30, 2021, including accrued dividends, and taking into account the anticipated gross proceeds of approximately $900.0 million from the PIPE Investment, approximately 36.8 million shares of GSAH Class A common stock may be redeemed and still enable GSAH to have sufficient cash to satisfy the cash closing conditions in the Business Combination Agreement;
 
•  
“
Ministry
” are to the Finnish Ministry of Economic Affairs and Employment;
 
•  
“
Minimum Cash Condition
” are to the $1,310 million available for Cash Consideration;
 
•  
“
Mirion
” or “
Mirion TopCo
” are to Mirion Technologies (TopCo), Ltd;
 
•  
“
Mirion Articles Amendment
” are to no later than ten (10) Business Days following the date of the Business Combination Agreement, Mirion and the Supporting Mirion Holders took, or caused to be taken, such actions as were required to amend and restate the Existing Mirion Articles in the form set forth as Exhibit P of the Business Combination Agreement;
 
•  
“
Mirion Credit Agreement
” are to Mirion’s credit agreement, together with all related loan documents, as entered into in March 2019 and as amended thereafter;
 
•  
“
Mirion Debt Refinancin
g” are to the repayment, refinancing or payment of consent fees related to the existing indebtedness of Mirion and its subsidiaries under the Mirion Credit Agreement;
 
•  
“
Monitoring Act
” are to the Finnish Act on the Monitoring of Foreign Corporate Acquisitions;
 
•  
“
New Mirion
” are to the name of the Company following the consummation of the Transactions;
 
•  
“
New Mirion Board
” are to the Board of Directors of New Mirion;
 
•  
“
New Mirion Bylaws
” are to the proposed Amended and Restated Bylaws of the Company, a form of which is attached hereto as Annex C, which will become the Company’s bylaws upon the consummation of the Business Combination;
 
•  
“
New Mirion Charter
” are to the proposed Second Amended and Restated Certificate of Incorporation of the Company, a form of which is attached hereto as Annex B, which will become the Company’s certificate of incorporation upon the consummation of the Business Combination;
 
•  
“
New Mirion Class
 A common stock
” are to GSAH Class A common stock upon the consummation of the Business Combination;
 
•  
“
New Mirion Class
 B common stock
” are to GSAH Class B common stock upon the consummation of the Business Combination;
 
•  
“
New Mirion common stock
” are to New Mirion Class A common stock together with New Mirion Class B common stock;
 
•  
“
New Mirion Organizational Documents
” are to the New Mirion Bylaws and the New Mirion Charter;
 
•  
“
NYSE
” are to the New York Stock Exchange;
 
•  
“
no redemption scenario
” are to a scenario in which, in connection with the Business Combination, no shares of GSAH Class A common stock are redeemed;
 
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•  
“
Non-Reliance
Periods
” are to, collectively, the Company’s audited balance sheet as of July 2, 2020, unaudited interim financial statements for the quarterly period ended September 30, 2020 and audited financial statements as of and for the period ended December 31, 2020, as reported in the Company’s Current Report on Form
8-K
filed July 9, 2020, Quarterly Report on Form
10-Q
filed November 13, 2020 and Annual Report on Form
10-K
filed on March 31, 2021, respectively;
 
•  
“
NPP
” are to nuclear power plant;
 
•  
“
Option Agreement
” are to that certain Option Agreement, dated as of the Closing, by and among GSAM Holdings and certain Sellers;
 
•  
“
PIPE Investment
” are to the private placement pursuant to which the PIPE Investors have collectively subscribed for 90,000,000 shares of GSAH Class A common stock for an aggregate purchase price equal to $900,000,000 (the “
PIPE Investment
”);
 
•  
“
PIPE Investors
” are to GSAM Holdings and certain other “
accredited investors
” (as defined in Rule 501 under the Securities Act) that will invest in the PIPE Investment;
 
•  
“
PIPE Shares
” are to the GSAH Class A common stock issued in connection with the PIPE Investment;
 
•  
“PIK Notes”
are to the Shareholder Notes and the Management Notes;
 
•  
“
post-business combination company
” are to the Company following the consummation of the Business Combination;
 
•  
“
primary capital
” are to the cash available at Closing to the combined company to operate the post-closing business and for general corporate purposes;
 
•  
“
private placement warrants
” are to the 8.5 million private placement warrants outstanding as of the date of this proxy statement/prospectus;
 
•  
“
public shares
” are to the shares of GSAH Class A common stock (including those that underlie the units) that were initially offered and sold by GSAH in its IPO;
 
•  
“
public stockholders
” are to the holders of our public shares (including the Sponsor and the other holders of GSAH Class B common stock, provided that each of their status as a “
public stockholder
” shall only exist with respect to such public shares);
 
•  
“
public warrants
” are to the redeemable warrants (including those that underlie the units) that were initially offered and sold by GSAH in its IPO;
 
•  
“
redemption
” are to each redemption of public shares for cash pursuant to the GSAH Certificate of Incorporation;
 
•  
“
RRA Parties
” are to, collectively, the GS Holders, the Sellers and each other person who executes a joinder to the Amended and Restated Registration Rights Agreements;
 
•  
“
Sarbanes-Oxley Act
” are to the Sarbanes-Oxley Act of 2002;
 
•  
“
Schopfer Employment Agreement
” are to that certain Third Amended and Restated Employment Agreement, dated as of May 1, 2021, by and between Brian Schopfer and Mirion;
 
•  
“
Schopfer Severance Period
” are to that certain twelve (12)-month period after the date of Brian Schopfer’s termination during which he will be entitled, in addition to any accrued amount, to (i) a continuation of his annual base salary, (ii) a pro rata portion of Mr. Schopfer’s annual incentive bonus for the fiscal year in which the termination of his employment with Mirion occurs, payable at the same time as such payment would otherwise have been made to Mr. Schopfer had his employment with Mirion not been terminated, and (iii) continued payment by Mirion, for the Schopfer Severance Period or, if earlier, until the date on which Mr. Schopfer commences employment with and becomes eligible for health care benefits from a new employer, of the premiums associated with group health continuation coverage premiums for Mr. Schopfer and his dependents under COBRA;
 
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Table of Contents
•  
“
SEC
” are to the U.S. Securities and Exchange Commission;
 
•  
“
Securities Act
” are to the Securities Act of 1933, as amended;
 
•  
“
Sellers
” are to, collectively, the Joining Sellers and the other Supporting Mirion Holders;
 
•  
“Shareholder Notes”
are to payment-in-kind loan notes issued by UKTopco to certain Mirion TopCo shareholders;
 
•  
“
Special Meeting
” are to the special meeting of the stockholders of the Company that is the subject of this proxy statement/prospectus;
 
•  
“
Sponsor
” or “GS Sponsor” are to GS Sponsor II LLC, a Delaware limited liability company;
 
•  
“
Subscription Agreements
” are to, collectively, those certain subscription agreements entered into between the Company and the PIPE Investors;
 
•  
“
Supporting Mirion Holders
” are to the parties set forth on Annex I of the Business Combination Agreement, together with the Charterhouse Parties;
 
•  
“
Total Consideration
” are to $1,700,000,000;
 
•  
“
Transaction Payments
” are to are to any compensatory payments or benefits to which Thomas D. Logan becomes entitled in connection with a change in ownership or effective control (under Section 280G(b)(2) of the Code) of Mirion;
 
•  
“
Transactions
” are to the Business Combination and the other transactions as contemplated by the Business Combination Agreement;
 
•  
“
transfer agent
” are to Continental Stock Transfer & Trust Company, N.A. (“
Continental
”);
 
•  
“
trust account
” are to the trust account of GSAH that holds proceeds from its IPO and the sale of the private placement warrants;
 
•  
“
trustee
” are to Wilmington Trust, N.A.;
 
•  
“
UKBA
” are to the UK Anti-Bribery Act;
 
•  
“
UKTopco
” are to Mirion Technologies (HoldingSub1), Ltd.;
 
•  
“
units
” are to the units of the Company, each unit representing one share of GSAH Class A common stock and
one-third
of one redeemable warrant to acquire one share of GSAH Class A common stock, that were initially offered and sold by GSAH in its IPO (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);
 
•  
“
warrants
” are to public warrants and private placement warrants.
Unless otherwise stated in this proxy statement/prospectus or as the context otherwise requires, (1) all references in this proxy statement/prospectus to Class A common stock or warrants include such securities underlying the units and (2) all references in this proxy statement/prospectus to public stockholders who “
properly exercise their redemption rights
” or similar references mean public stockholders who properly exercise, and do not properly withdraw, such election.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the potential Business Combination, of the Company. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “seeks,” “plans,” “scheduled,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management.
Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:
 
•  
GSAH’s ability to complete the Business Combination or, if GSAH does not complete the Business Combination, any other initial business combination;
 
•  
satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things: the satisfaction or waiver of certain customary closing conditions, including, among others, the Minimum Cash Condition, receipt of approvals from governmental authorities in certain foreign jurisdictions (or expiration of applicable waiting periods in those jurisdictions), the existence of no material adverse effect at the Company or Mirion and receipt of certain stockholder approvals contemplated by this proxy statement/prospectus;
 
•  
the occurrence of any other event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;
 
•  
the projected financial information, anticipated growth rate, and market opportunity of Mirion;
 
•  
the ability to obtain or maintain the listing of the post-business combination company’s Class A common stock, warrants and units on the NYSE following the Business Combination;
 
•  
our public securities’ potential liquidity and trading;
 
•  
our ability to consummate the PIPE Investment or raise financing in the future;
 
•  
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;
 
•  
members of GSAH’s management team allocating their time to other businesses and potentially having conflicts of interest with GSAH’s business or in approving the Business Combination;
 
•  
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
 
•  
factors relating to the business, operations and financial performance of Mirion and its subsidiaries, including:
 
  •  
global economic weakness and uncertainty;
 
  •  
risks relating to the continued growth of Mirion’s customers’ markets;
 
  •  
failure to meet or anticipate technology changes;
 
  •  
the unpredictability of Mirion’s future operational results;
 
  •  
disruption of Mirion’s customers’ orders or Mirion’s customers’ markets;
 
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  •  
less favorable contractual terms with large customers;
 
  •  
risks associated with governmental contracts;
 
  •  
failure to mitigate risks associated with long-term fixed price contracts;
 
  •  
risks associated with information technology disruption or security;
 
  •  
risks associated with the implementation and enhancement of information systems;
 
  •  
failure to properly manage Mirion’s supply chain or difficulties with third-party manufacturers;
 
  •  
competition in the infrastructure technologies industry;
 
  •  
failure to realize the expected benefit from any rationalization and improvement efforts;
 
  •  
disruption of, or changes in, Mirion’s independent sales representatives, distributors and original equipment manufacturers;
 
  •  
failure to obtain performance and other guarantees from financial institutions;
 
  •  
failure to realize sales expected from Mirion’s backlog of orders and contracts;
 
  •  
changes to law, including tax law;
 
  •  
ongoing tax audits;
 
  •  
risks associated with future legislation and regulation of Mirion’s customers’ markets both in the United States and abroad;
 
  •  
costs or liabilities associated with product liability;
 
  •  
Mirion’s ability to attract, train and retain key members of its leadership team and other qualified personnel;
 
  •  
the adequacy of Mirion’s insurance coverage;
 
  •  
a failure to benefit from future acquisitions;
 
  •  
failure to realize the value of goodwill and intangible assets;
 
  •  
the global scope of Mirion’s operations;
 
  •  
risks associated with Mirion’s sales and operations in emerging markets;
 
  •  
exposure to fluctuations in foreign currency exchange rates;
 
  •  
Mirion’s ability to comply with various laws and regulations and the costs associated with legal compliance;
 
  •  
adverse outcomes to any legal claims and proceedings filed by or against us;
 
  •  
Mirion’s ability to protect or enforce its proprietary rights on which its business depends;
 
  •  
third party intellectual property infringement claims;
 
  •  
liabilities associated with environmental, health and safety matters;
 
  •  
risks associated with Mirion’s limited history of operating as an independent company;
 
  •  
potential net losses in future periods; and
 
•  
other factors detailed under the section entitled “Risk Factors.”
The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us or Mirion. There can be no assurance
 
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that future developments affecting us or Mirion will be those that we or Mirion have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond GSAH’s control or the control of Mirion) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “
Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Neither we nor Mirion undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before any GSAH stockholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the Special Meeting, such stockholder should be aware that the occurrence of the events described in the “
Risk Factors
” section and elsewhere in this proxy statement/prospectus may adversely affect us.
 
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SUMMARY TERM SHEET
This summary term sheet, together with the sections entitled “
Questions and Answers About the Proposals for Our Stockholders
” and “
Summary of the Proxy statement/prospectus
,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read this proxy statement/prospectus, including the attached Annexes and the accompanying financial statements of the Company and Mirion, carefully and in its entirety for a more complete understanding of the matters to be considered at the Special Meeting.
 
•  
GS Acquisition Holdings Corp II, a Delaware corporation, (the “
Company
” or “
GSAH
”) is a special purpose acquisition company 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.
 
•  
On July 2, 2020, we completed our IPO of 75,000,000 units, including 5,000,000 units issued pursuant to the partial exercise by the underwriters of their option to purchase additional units in full, at a price of $10.00 per unit, generating proceeds to us of $750,000,000 before underwriting discounts and expenses. Each unit consisted of one share of GSAH Class A common stock and
one-quarter
of one redeemable warrant, with each whole warrant exercisable for one share of GSAH Class A common stock at a price of $11.50 per share. Simultaneously with the closing of the IPO, we closed the private placement of an aggregate of 8,500,000 warrants, each exercisable to purchase one share of GSAH Class A common stock 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. Each warrant sold in the IPO and the private placement will become exercisable 30 days after the completion of our initial business combination, and will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. Subject to the terms and conditions contained in the warrant agreement governing the warrants (the “
warrant agreement
”), we may redeem the warrants either for cash once the warrants become exercisable or for shares of GSAH Class A common stock commencing 90 days after the warrants become exercisable. For more information regarding the warrants, please see the section entitled “
Description of New Mirion Securities.
”
 
•  
Mirion provides products, services and software that allow its customers to safely leverage the power of ionizing radiation for the greater good of humanity. Mirion’s solutions have critical applications in the medical, nuclear energy and defense markets, as well as in laboratories and scientific research, analysis and space exploration. Many of Mirion’s markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. Throughout Mirion’s history, Mirion has successfully leveraged the strength of its expertise in ionizing radiation to continually drive innovation and expand the commercial applications of its core technology competencies. Through its facilities in 12 countries, Mirion supplies its solutions in the Americas, Europe, Africa, the Middle East and Asia Pacific regions.
 
•  
On June 17, 2021, the Company, Mirion, for the limited purpose set forth therein, the Charterhouse Parties, for the limited purpose set forth therein, the other Supporting Mirion Holders and, for the limited purpose set forth therein, the other holders of Existing Mirion Shares from time to time becoming a party thereto by executing a Joinder Agreement, entered into the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A.
 
•  
Pursuant to the terms of the Business Combination Agreement, the parties thereto will enter into a business combination transaction pursuant to which Mirion will combine with a subsidiary of the Company.
 
•  
The proposed Business Combination will establish the Company as the corporate parent of Mirion. At the Closing, in order to implement a structure similar to that of an
“Up-C,”
the Company will establish a Delaware corporation (“
IntermediateCo
”) as a subsidiary of the Company. Sellers will be permitted to elect to receive equity consideration either in the form of (i) shares of GSAH Class A common stock or (ii) “paired interests” consisting of shares of GSAH Class B common stock paired together with shares of IntermediateCo’s Class B common stock. Holders of shares of IntermediateCo’s Class B common stock will
 
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have a redemption right for such shares to be settled, at the option of the Company, with (i) shares of GSAH Class A common stock (on a
one-for-one
basis) or (ii) a cash amount per share based on an average trailing stock price of GSAH Class A common stock. In the event of a redemption request by a holder of shares of IntermediateCo Class B common stock, the Company may, at its option, effect a direct exchange of cash or Company Class A common stock for shares of IntermediateCo Class B common stock in lieu of such a redemption. Upon redemption or exchange of shares of IntermediateCo Class B common stock, the corresponding shares of GSAH Class B common stock will be cancelled. The Company will hold 100% of the voting shares of IntermediateCo Class A common stock. As further described in the New Mirion Charter to be in effect after the Closing, each holder of GSAH Class B common stock will be entitled to one vote for each share of GSAH Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote and the holders of GSAH Class B common stock shall not be entitled to dividends of cash or property on such shares of GSAH Class B common stock.
 
•  
In accordance with the terms of the Business Combination Agreement, and subject to the adjustments set forth therein, the consideration to be paid in connection with the Business Combination is $1,700,000,000 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 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. In exchange for the A Ordinary Shares, the B Ordinary Shares 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 GSAH Class A common stock or shares of GSAH Class B common stock combined with shares of IntermediateCo Class B common stock 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 of immediately prior to the Closing, plus (iii) the amounts delivered pursuant to the Mirion Debt Refinancing, plus (iv) the cash and cash equivalents of Mirion and its subsidiaries on a consolidated basis as of the Closing Date, plus (v) the proceeds, if any, from the sale by the Company to GSAM Holdings of shares of GSAH Class A common stock, pursuant to the Backstop Agreement, 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.
 
•  
Concurrently with the execution of the Business Combination Agreement, the Company entered into the Subscription Agreements with 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 GSAH Class A common stock for an aggregate purchase price equal to $900,000,000. The PIPE Investment will be consummated substantially concurrently with the Closing.
It is anticipated that, upon completion of the Business Combination:
 
  •  
the PIPE Investors (including GSAM Holdings, assuming no syndication of its subscription) will own approximately 44% of the outstanding GSAH common stock;
 
  •  
our public stockholders will own approximately 37% of the outstanding GSAH common stock;
 
  •  
the Sellers, other than current members of Mirion management, will own approximately 15% of outstanding GSAH common stock;
 
  •  
Sellers who are current members of Mirion management will own approximately 4% of the outstanding GSAH common stock; and
 
  •  
the GS Sponsor will own 0% of the outstanding GSAH common stock (assuming, for this purpose, that none of the founder shares’ performance vesting conditions have been satisfied at the time of completion of the Business Combination). Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such
 
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founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares.
These levels of ownership interest: (i) assume that no public shares are elected to be redeemed in connection with the Business Combination, (ii) exclude the 18,750,000 outstanding founder shares held by the GS Sponsor (all of which are subject to the performance vesting conditions and forfeiture as described herein), (iii) assume no exercise of any warrants to purchase Class A common stock that will remain outstanding immediately following the Business Combination and (iv) exclude the issuance of any shares under the Incentive Plan following the Business Combination. If the actual facts are different from these assumptions, the above levels of ownership interest will be different.
For more information, see “
Summary of the Proxy Statement/Prospectus—Ownership of the Company Following the Business Combination
” and “
Unaudited Pro Forma Condensed Combined Financial Information
.”
 
•  
In evaluating the Business Combination, our Board considered a number of factors, including Mirion’s highly attractive business model, Mirion’s deep relationships with a diverse customer base, Mirion’s strong recurring revenue, Mirion’s experienced and proven management team, Mirion’s strong balance sheet, other alternatives, terms of the Business Combination Agreement, continued ownership by sellers and the role of the independent directors. For more information about our decision-making process, as well as other factors, uncertainties and risks considered, see the section entitled “
Proposal No. 1—Approval of the
Business Combination— GSAH’s Board of Directors’ Reasons for the Approval of the Business Combination.
”
 
•  
Pursuant to the GSAH Certificate of Incorporation, a public stockholder may request that we redeem all or a portion of such stockholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, N.A., our transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal or any other proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, bank or other nominee. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds, including by timely delivering its shares to our transfer agent, we will redeem such public shares for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). For illustrative purposes, as of [●], 2021, this would have amounted to approximately $10.25 per outstanding public share. If a public stockholder properly exercises its redemption rights in full, then it will be electing to exchange all of its public shares for cash and will not own any public shares of the post-business combination company. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination. Please see the section entitled “
Special Meeting of GSAH Stockholders—Redemption Rights
.”
 
•  
In addition to voting on the proposal to approve and adopt the Business Combination Agreement and approve the Business Combination (we refer to this proposal as the “
Business Combination Proposal
”), at the Special Meeting, our stockholders will be asked to vote upon:
 
  •  
a proposal to approve, for purposes of complying with applicable listing rules of NYSE, (a) the issuance of more than 20% of the Company’s outstanding Class A common stock in connection with the Business Combination, including the PIPE Investment, and (b) the issuance of shares of the Company’s Class A common stock and the Company’s Class B common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Business Combination (we refer to this proposal as the “
NYSE Proposal
”);
 
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  •  
a proposal relating to adopting the New Mirion Charter (other than the Class A Common Stock Proposal), which, if approved, would take effect upon the closing of the Business Combination (we refer to this proposal as the “
Charter Proposal
”);
 
  •  
a proposal to approve, on a
non-binding
basis, certain governance provisions in the New Mirion Charter, in accordance with SEC requirements (we refer to this proposal as the “
Governance Proposal
”);
 
  •  
a proposal to elect nine directors to serve, effective upon the closing of the Business Combination, with each director on our Board having a term that expires at the post-business combination company’s annual meeting of stockholders in 2022, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death (we refer to this proposal as the “
Director Election Proposal
”);
 
  •  
a proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the “
Incentive Plan Proposal
”);
 
  •  
a proposal to increase the total number of authorized shares of GSAH Class A common stock from 500,000,000 to 2,000,000,000; and
 
  •  
a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting (we refer to this proposal as the “
Adjournment Proposal
”).
See “
Proposal No. 1—Approval of the Business Combination,” “Proposal No.
 2—The NYSE Proposal,” “Proposal No.
 3—The Charter Proposal,” “Proposal No.
 4—The Governance Proposal,” “Proposal No. 5—The Director Election Proposal,” “Proposal No. 6—The Incentive Plan Proposal,” “Proposal No. 7—The Class A Common Stock Proposal” and “Proposal No. 8—The Adjournment Proposal.”
The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.
 
•  
Upon consummation of the Business Combination, our Board anticipates increasing its initial size from five directors to nine directors, with each director on our Board having a term that expires at the post-business combination company’s annual meeting of stockholders in 2022, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the sections entitled “
Proposal No. 5—The Director Election Proposal
” and “
Management of New Mirion Following the Business Combination
” for additional information.
 
•  
Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, (i) the Company having at least an aggregate of $1.310 billion in cash available at Closing; (ii) the registration statement becoming effective in accordance with the Securities Act; (iii) customary bringdown conditions; (iv) no material adverse effect of either the Company or Mirion 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. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. For more information about the closing conditions to the Business Combination, please see the section entitled “
Proposal No. 1—Approval of the Business Combination—The Business Combination Agreement—Conditions to Closing of the Business Combination
.”
 
•  
The proposed Business Combination, including our business following the Business Combination, involves numerous risks. For more information about these risks, please see the section entitled “
Risk Factors.
”
 
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•  
When you consider the recommendation of our Board in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor and our directors have interests in such proposal that are different from, or in addition to, those of our stockholders and warrant holders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Business Combination Proposal. GSAH stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. See “
Proposal No. 1—Approval of the Business Combination—Interests of Goldman Sachs Parties and Certain Other Persons in the Business Combination.
”
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR OUR STOCKHOLDERS
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge our stockholders to read this proxy statement/prospectus, including the Annexes and the accompanying financial statements of the Company and Mirion carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Special Meeting, which will be held via live webcast on [
●
], 2021 at [
●
] a.m. [Eastern Time], or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.
 
Q:
Why am I receiving this proxy statement/prospectus?
 
A:
Our stockholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. The Business Combination Agreement provides for, among other things, the parties thereto entering into a business combination transaction pursuant to which Mirion will combine with a subsidiary of the Company.
The proposed Business Combination will establish the Company as the corporate parent of Mirion. At the Closing, in order to implement a structure similar to that of an
“Up-C,”
the Company will establish a Delaware corporation, IntermediateCo, as a subsidiary of the Company. Sellers will be permitted to elect to receive equity consideration either in the form of (i) shares of GSAH Class A common stock or (ii) “paired interests” consisting of shares of GSAH Class B common stock paired together with shares of IntermediateCo Class B common stock. Holders of shares of IntermediateCo Class B common stock will have a redemption right for such shares to be settled, at the option of the Company, with (i) shares of GSAH Class A common stock (on a
one-for-one
basis) or (ii) a cash amount per share based on an average trailing stock price of GSAH Class A common stock. In the event of a redemption request by a holder of shares of IntermediateCo Class B common stock, the Company may, at its option, effect a direct exchange of cash or Company Class A common stock for shares of IntermediateCo Class B common stock in lieu of such a redemption. Upon redemption or exchange of shares of IntermediateCo Class B common stock, the corresponding shares of GSAH Class B common stock will be cancelled. The Company will hold 100% of the voting shares of IntermediateCo Class A common stock. As further described in the New Mirion Charter to be in effect after the Closing, each holder of GSAH Class B common stock will be entitled to one vote for each share of GSAH Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote and the holders of GSAH Class B common stock shall not be entitled to dividends of cash or property on such shares of GSAH Class B common stock
See the section entitled “
Proposal No. 1—Approval of the Business Combination
” for more detail.
A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it carefully and in its entirety.
THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER READING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF THE COMPANY AND MIRION, CAREFULLY AND IN ITS ENTIRETY.
 
Q:
When and where is the Special Meeting?
 
A:
The Special Meeting will be held via live webcast on [●], 2021 at [●]:00 a.m. [Eastern Time], or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The special meeting can be accessed by visiting [●], where you will be able to listen to the meeting live and vote during the meeting.
 
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Q:
What are the specific proposals on which I am being asked to vote at the Special Meeting?
 
A:
In addition to voting on a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination, at the Special Meeting, GSAH is asking holders of its common stock to consider and vote upon:
 
•  
a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, (a) the issuance of more than 20% of the Company’s outstanding Class A common stock in connection with the Business Combination, including the PIPE Investment, and (b) the issuance of shares of the Company’s Class A common stock and the Company’s Class B common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Business Combination;
 
•  
a proposal relating to adopting the New Mirion Charter, which, if approved, would take effect upon the closing of the Business Combination;
 
•  
a proposal to approve, on a
non-binding
basis, certain governance provisions in the New Mirion Charter;
 
•  
a proposal to elect nine directors to serve, effective upon the closing of the Business Combination, with each director on our Board having a term that expires at the post-business combination company’s annual meeting of stockholders in 2022, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death;
 
•  
a proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan; and
 
•  
a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting.
If our stockholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated. See “
Proposal No. 1—Approval of the Business Combination,” “Proposal No.
 2—The NYSE Proposal,” “Proposal No.
 3—The Charter Proposal,” “Proposal No.
 4—The Governance Proposal,” “Proposal No.
 5—The Director Election Proposal,” “Proposal No.
 6—The Incentive Plan Proposal,” “Proposal No. 7—The Class A Common Stock Proposal” and “Proposal No. 8—The Adjournment Proposal.”
We will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Our stockholders should read it carefully and in its entirety.
After careful consideration, GSAH’s Board of Directors has determined that the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Governance Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal are in the best interests of GSAH and its stockholders and unanimously recommends that you vote or give instruction to vote “
FOR
” each of those proposals.
The existence of financial and personal interests of one or more of GSAH’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of GSAH and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See “
Proposal No. 1—Approval of the Business Combination—Interest of Goldman Sachs Parties and Certain Other Persons in the Business Combination
” for a further discussion of these considerations.
 
Q:
Are the proposals conditioned on one another?
 
A:
Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.
 
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Q:
Why is GSAH proposing the Business Combination?
 
A:
GSAH was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Mirion provides products, services and software that allow its customers to safely leverage the power of ionizing radiation for the greater good of humanity. Mirion’s solutions have critical applications in the medical, nuclear energy and defense markets, as well as in laboratories and scientific research, analysis and space exploration. Many of Mirion’s markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. Throughout Mirion’s history, Mirion has successfully leveraged the strength of its expertise in ionizing radiation to continually drive innovation and expand the commercial applications of its core technology competencies. Through its facilities in 12 countries, Mirion supplies its solutions in the Americas, Europe, Africa, the Middle East and Asia Pacific regions. For more information about Mirion see “
Information about Mirion.
”
Based on its due diligence investigations of Mirion and the industry in which it operates, including the financial and other information provided by Mirion in the course of our due diligence investigations, our Board believes that the Business Combination with Mirion is in the best interests of us and our stockholders and presents an opportunity to increase stockholder value. However, there is no assurance of this. See “
Proposal No. 1—Approval of the Business Combination— GSAH’s Board of Directors’ Reasons for the Approval of the Business Combination
” for additional information.
Although our Board believes that the Business Combination with Mirion presents a unique business combination opportunity and is in the best interests of us and our stockholders, our Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “
Proposal No. 1—Approval of the Business Combination— GSAH’s Board of Directors’ Reasons for the Approval of the Business Combination
,” as well as in the sections entitled “
Risk Factors— Risks Related to Mirion’s Business
.”
 
Q:
What will Mirion stockholders receive in return for GSAH’s acquisition of all of the outstanding equity interests of Mirion?
 
A:
As a result of and upon the consummation of the Business Combination, among other things, all outstanding equity interests of Mirion will be cancelled in exchange for the right to receive the Transaction Consideration.
Subject to the terms of the Business Combination Agreement, the consideration to be paid in connection with the Business Combination is $1,700,000,000 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 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. In exchange for the A Ordinary Shares of $0.01, the B Ordinary Shares of $0.01 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 IntermediateCo Class B common stock 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 of immediately prior to the Closing, plus (iii) the amounts delivered pursuant to the Mirion Debt Refinancing, plus (iv) the cash and cash equivalents of Mirion and its subsidiaries on a consolidated basis as of the Closing Date, plus (v) the proceeds, if any, from the sale by the Company to GSAM Holdings of shares of the Company’s Class A
 
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common stock, pursuant to the Backstop Agreement, less (vi) the total amount required to be paid to fully satisfy all obligations related to the Mirion Credit Agreement as of the Closing Date, less (vii) certain transaction expenses, less (viii) $50,000,000.
For further details, see “
Proposal No. 1—Approval of the Business Combination—The Business Combination Agreement
.”
 
Q:
What equity stake will current stockholders of GSAH and the PIPE Investors, including GSAM Holdings, hold in us after the closing?
 
A:
As of June 30, 2021, there were 93,750,000 shares of GSAH common stock outstanding, which includes the 18,750,000 founder shares held by the GS Sponsor and the 75,000,000 public shares. As of June 30, 2021, there are outstanding warrants to purchase an aggregate of 27,250,000 shares of GSAH common stock, which includes 8,500,000 private placement warrants held by the Sponsor and approximately 18,750,000 public warrants. Therefore, as of June 30, 2021 (without giving effect to the Business Combination), our fully diluted share capital would be approximately 121,000,000 shares of GSAH common stock.
It is anticipated that, upon completion of the Business Combination:
 
•  
the PIPE Investors (including GSAM Holdings, assuming no syndication of its subscription) will own approximately 44% of the outstanding GSAH common stock;
 
•  
our public stockholders will own approximately 37% of the outstanding GSAH common stock;
 
•  
the Sellers, other than current members of Mirion management, will own approximately 15% of outstanding GSAH common stock;
 
•  
Sellers who are current members of Mirion management will own approximately 4% of the outstanding GSAH common stock; and
 
•  
the GS Sponsor will own 0% of the outstanding GSAH common stock (assuming, for this purpose, that none of the founder shares’ performance vesting conditions have been satisfied at the time of completion of the Business Combination). Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares.
These levels of ownership interest (i) assume that no public shares are elected to be redeemed in connection with the Business Combination, (ii) exclude the 18,750,000 outstanding founder shares held by the GS Sponsor (all of which are subject to the performance vesting conditions and forfeiture as described herein), (iii) assume no exercise of any warrants to purchase Class A common stock that will remain outstanding immediately following the Business Combination and (iv) exclude the issuance of any shares under the Incentive Plan following the Business Combination. In addition, the consideration to be paid to the Mirion Sellers in connection with the Business Combination is allocated first in respect of the PIK Notes and second in respect of the Existing Mirion Shares. The consideration to be paid to the Mirion Sellers in connection with the Business Combination is allocated first in respect of the PIK Notes and second in respect of the Existing Mirion Shares. The PIK Notes accrue payment-in-kind (PIK) interest daily at a rate of 11.5% annually (the Shareholder Notes accrue PIK interest daily at a rate of 11.5% annually (other than a $70 million tranche that accrues interest at a rate of 6.0% annually until October 1, 2021 and then accrues interest at a rate of 11.5% annually) with the interest added to the outstanding principal amount on December 31 of each year in arrears and the Management Notes accrue PIK interest daily at a rate of 11.5% annually with half of such annual amount added to the outstanding principal amount on December 31 of each year in arrears while the remaining half is payable in cash on December 31 of each year). The PIK Notes are contemplated to be acquired by GSAH at the Closing for a price equal to the full outstanding principal amount together with all accrued but unpaid interest up to but excluding the Closing Date using a
 
18
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portion of the Business Combination consideration. In connection with the Closing, GSAH will contribute the PIK Notes to Mirion Topco and then the PIK Notes will be extinguished in full. See “
Certain Relationships and Related Persons Transactions—Mirion’s Related Person Transactions—Shareholder Notes
.” Accordingly, as the amount of accrued and unpaid interest from the PIK Notes increases, the holders of the PIK Notes will receive more of the Business Combination consideration as compared to the holders of the Existing Mirion Shares. Mirion Sellers (excluding members of Mirion management) hold significantly more of the outstanding principal amount of the PIK Notes than members of Mirion management and, accordingly, Mirion Sellers (excluding members of Mirion management) will receive proportionally more of the Business Combination consideration than members of Mirion management over time as the PIK Notes accrue additional unpaid interest. This has the effect over time of increasing the number of shares of GSAH Class A common stock to be issued to the Mirion Sellers (excluding members of Mirion management) and reducing the number of shares of GSAH Class B common stock that will be issued to Mirion management (there is no incremental dilution to Public Stockholders). For purposes of the ownership levels described herein, we have assumed an amount of principal and interest of the PIK Notes as if the Closing Date will be October 31, 2021, but for all other purposes have assumed the Closing Date will be June 30, 2021.
If the actual facts are different from these assumptions, the above levels of ownership interest will be different.
The founder shares are subject to vesting in three equal tranches, based on the volume-weighted average price of the Company’s GSAH Class A common stock being greater than or equal to $12.00, $14.00 and $16.00 per share (each, a “Founder Share Vesting Event”) for any 20 trading days in any 30 consecutive trading day period. Vesting of the founder shares will be accelerated upon certain sale events based on the per share price of the GSAH Class A common stock in such sale event. Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares. The founder shares will be forfeited to the Company for no consideration if they fail to vest within five years of the closing of the Business Combination.
In conjunction with the Business Combination Agreement, the Sponsor issued 3,200,000 membership interests to Thomas Logan, the Chief Executive Officer of Mirion, 700,000 membership interests to Brian Schopfer, the Chief Financial Officer of Mirion, and 4,200,000 membership interests to Lawrence Kingsley, who is expected to be Chairman of the Board of New Mirion (collectively, the “Profits Interests”). The Profits Interests are intended to be treated as profits interests for U.S. income tax purposes, pursuant to which Messrs. Logan, Schopfer and Kingsley 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. See “
Certain Relationships and Related Persons Transactions—Mirion’s Related Person Transactions—Profits Interests
.”
In addition, we expect that the Sellers who are current members of Mirion’s management team will elect to receive shares of GSAH Class B common stock of the Company that will have voting rights but no economic interest in the Company, paired with shares of IntermediateCo Class B common stock
(non-voting)
of a newly formed subsidiary (IntermediateCo) of GSAH (the “Paired Interests”). The share calculations assume that only members of Mirion’s management team will elect to receive shares of GSAH Class B common stock and that the other Sellers receiving shares of GSAH common stock will elect to receive shares of GSAH Class A common stock.
The following table illustrates varying ownership levels in New Mirion (as a percentage of outstanding common stock) immediately following the consummation of the Business Combination based on the
 
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assumptions above plus a “maximum redemption” scenario which assumes the maximum number of shares of GSAH Class A common stock are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation along with the proceeds from the PIPE Investment are sufficient to fund the Minimum Cash Condition.
 
     Pro Forma Class A Share Ownership in the Company  
     No Redemptions     Maximum Redemptions
(1)
  
     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		  
PIPE Investors
(2)
      90.0        44 %      90.0        50 % 
Public Stockholders
      75.0        37 %      38.2        21 % 
Mirion Sellers (excluding Mirion Management 
(3)
      30.0        15 %      30.0        17 % 
GS Sponsor
(4)
      —          0 %      —          0 % 
GS Backstop
(5)
      —          0 %      12.5        7 % 
     Pro Forma Class B Share Ownership in the Company  
     No Redemptions     Maximum Redemptions  
     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		  
Mirion Management
(3)(4)
      9.0        4 %      9.0        5 % 
 
(1)
Assumes that approximately 36.8 million public shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination in order to satisfy the related Minimum Cash Condition contained in the Business Combination Agreement) are redeemed in connection with the Business Combination.
(2)
Includes 20 million GSAH Class A shares subscribed for by GSAM Holdings, assuming no syndication of its subscription.
(3)
Mirion Sellers have the option of receiving either shares of GSAH Class A common stock or Paired Interests at closing. We have assumed that all Mirion Sellers with the exception of members of Mirion management will elect to receive GSAH Class A common stock.
(4)
Excludes 18,750,000 founder shares that convert from shares of GSAH Class B common stock to shares of GSAH Class A common stock upon the closing of the Business Combination and are subject to certain vesting and forfeiture conditions described above.
(5)
Neither the Backstop Agreement nor the Option Agreement is exercisable in the no redemptions scenario because there will not be a Cash Shortfall. The maximum redemptions scenario assumes there is a Cash Shortfall such that GSAM Holdings will purchase 12,500,000 shares of GSAH Class A common stock from GSAH under the Backstop Agreement. If GSAH exercises its rights under the Backstop Agreement for less than 12,500,000 shares of GSAH Class A common stock, GSAM Holdings has the right, but not the obligation, under the Option Agreement to purchase from the Mirion Sellers party to the Option Agreement up to the difference of 12,500,000 shares of GSAH Class A common stock and the amount of shares purchased under the Backstop Agreement. The Option Agreement is not exercisable in the maximum redemptions scenario because this scenario assumes the Backstop Agreement is exercised in full and the Option Agreement is only exercisable if the Backstop Agreement is exercised for less than 12,500,000 shares of GSAH Class A common stock. See “
Summary of the Proxy Statement/Prospectus—Related Agreements—Backstop Agreement
” and “
Summary of the Proxy Statement/Prospectus—Related Agreements—Option Agreement
.”
For more information, see “
Summary of the Proxy Statement/Prospectus—Ownership of the Company Following the Business Combination
” and “
Unaudited Pro Forma Condensed Combined Financial Information
.”
 
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Q:
What will happen in the Business Combination?
 
A:
Pursuant to the Business Combination Agreement, among other things and subject to the terms and conditions contained therein, the parties thereto will enter into a business combination transaction, pursuant to which Mirion will combine with a subsidiary of the Company as described below.
The proposed Business Combination will establish the Company as the corporate parent of Mirion. At the Closing, in order to implement a structure similar to that of an
“Up-C,”
the Company will establish a Delaware corporation, IntermediateCo, as a subsidiary of the Company. Sellers will be permitted to elect to receive equity consideration either in the form of (i) shares of the Company’s Class A common stock or (ii) “paired interests” consisting of shares of GSAH Class B common stock paired together with shares of IntermediateCo Class B common stock. Holders of shares of IntermediateCo Class B common stock will have a redemption right for such shares to be settled, at the option of the Company, with (i) shares of GSAH Class A common stock (on a
one-for-one
basis) or (ii) a cash amount per share based on an average trailing stock price of the Company’s Class A common stock. In the event of a redemption request by a holder of shares of IntermediateCo Class B common stock, the Company may, at its option, effect a direct exchange of cash or GSAH Class A common stock for shares of IntermediateCo Class B common stock in lieu of such a redemption. Upon redemption or exchange of shares of IntermediateCo’s Class B common stock, the corresponding shares of GSAH Class B common stock will be cancelled. The Company will hold 100% of the voting shares of IntermediateCo Class A common stock. As further described in the New Mirion Charter to be in effect after the Closing, each holder of GSAH Class B common stock will be entitled to one vote for each share of GSAH Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote and the holders of GSAH Class B common stock shall not be entitled to dividends of cash or property on such shares of GSAH Class B common stock.
See the section entitled “
Proposal No. 1—Approval of the Business Combination
” for more detail.
 
Q:
Following the Business Combination, will the Company’s securities continue to trade on a stock exchange?
 
A:
Yes. We intend to apply to continue the listing of GSAH Class A common stock and warrants on the NYSE under the symbols “MIR” and “MIR.WS,” respectively, upon the closing of the Business Combination, though such securities may not be listed, for instance if there is not a sufficient number of round lot holders. At the closing of the Business Combination, each unit will separate into its components consisting of one share of GSAH Class A common stock and one-fourth of one warrant. GSAH is currently awaiting preliminary listing approval from NYSE in order to submit its listing application and believes the combined entity will satisfy all criteria for listing upon completion of the Business Combination. As such, GSAH expects to obtain NYSE listing approval prior to the Closing notwithstanding, GSAH can provide no assurances that NYSE will approve the listing application. NYSE’s determination may not be known at the time stockholders are asked to vote on the Business Combination and the closing is not conditioned on NYSE’s approval of the continued listing, but the closing of the PIPE Investment is conditioned on the PIPE Shares being listed on the NYSE.
 
Q:
How has the announcement of the Business Combination affected the trading price of GSAH Class A common stock?
 
A:
On June 16, 2021, the trading date before the public announcement of the Business Combination, GSAH’s public units, GSAH Class A common stock and warrants closed at $10.43, $10.00 and $1.81, respectively. On September 2, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the Company’s public units, Class A common stock and warrants closed at $10.36, $9.96 and $1.65, respectively.
 
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Q:
Is the Business Combination the first step in a “going private” transaction?
 
A:
No. The Company does not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Mirion to access the U.S. public markets.
 
Q:
Will the management of Mirion change in the Business Combination?
 
A:
We anticipate that all of the executive officers of Mirion will remain with the post-business combination company.
Additionally, Thomas D. Logan, Lawrence D. Kingsley, Jyothsna (Jo) Natauri, Christopher Warren, Steven Etzel, [●], [●], [●] and [●] have each been nominated to serve as directors of the post-business combination company upon completion of the Business Combination. Please see the sections entitled
“Proposal No.
 5—The Director Election Proposal
” and “
Management of New Mirion Following the Business Combination
” for additional information.
 
Q:
Will the Company obtain new financing in connection with the Business Combination?
 
A:
Yes. The PIPE Investors have agreed to purchase in the aggregate approximately 90,000,000 shares of GSAH Class A common stock, for approximately $900,000,000 of gross proceeds, in the PIPE Investment. The PIPE Investment is contingent upon, among other things, stockholder approval of the Business Combination Proposal and the closing of the Business Combination. See “
Proposal No. 1—Approval of the Business Combination—Related Agreements—Subscription
Agreements
.” In addition, a subsidiary of Mirion entered into a debt commitment letter in connection with the Business Combination Agreement. The funds under the debt commitment letter are available to, among other things, (i) fund the Business Combination, (ii) repay and terminate the existing indebtedness of certain subsidiaries of Mirion and (iii) pay all fees, premiums, expenses and other transaction costs incurred in connection with the foregoing. The aggregate commitment of the senior secured credit facilities consists of a $830 million dollar-denominated first lien term facility and a $90 million revolving facility. See “
Description of New Mirion Indebtedness
.”
 
Q:
What conditions must be satisfied to complete the Business Combination?
 
A:
The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) 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. Any of the conditions to the obligations of GSAH, Mirion and the Sellers may be waived in writing by mutual agreement of GSAH, Mirion and the Charterhouse Parties. Any of the conditions to the obligations of GSAH may only be waived in writing by GSAH. In addition, any of the conditions to the obligations of Mirion and the Sellers may only be waived in writing by mutual agreement of Mirion and the Charterhouse Parties. For more information about conditions to the consummation of the Business Combination, see “
Proposal No. 1—Approval of the Business Combination—The Business Combination Agreement
.”
 
Q:
When do you expect the Business Combination to be completed?
 
A:
It is currently expected that the Business Combination will be consummated in the second half of 2021. This date depends, among other things, on the approval of the proposals to be put to GSAH’s stockholders at the Special Meeting and certain regulatory approvals. However, such meeting could be adjourned if the Adjournment Proposal is adopted by GSAH’s Stockholders at the Special Meeting and GSAH elects to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of
 
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Table of Contents
  proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting. For a description of the conditions for the completion of the Business Combination, see “
Proposal No. 1—Approval of the Business Combination—The Business Combination Agreement
.”
 
Q:
What happens if the Business Combination is not consummated?
 
A:
If GSAH is not able to complete the Business Combination with Mirion by July 2, 2022 (or if such date is extended at a duly called meeting of stockholders, such later date) and is not able to complete another business combination by such date, GSAH will (1) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest but less taxes payable (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of GSAH’s remaining stockholders and GSAH’s Board, dissolve and liquidate, subject in each case to GSAH’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
 
Q:
How many votes do I have at the Special Meeting?
 
A:
Our stockholders are entitled to one vote on each proposal presented at the Special Meeting for each share of our common stock held of record as of [●], 2021 the record date for the Special Meeting. As of the close of business on the record date, there were [●] outstanding shares of our common stock.
 
Q:
Did GSAH’s Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
 
A:
No. Neither the GSAH Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that we are paying for Mirion is fair to us from a financial point of view. Neither the GSAH Board nor any committee thereof obtained a third party valuation in connection with the Business Combination. In analyzing the Business Combination, the GSAH Board conducted due diligence on Mirion and reviewed comparisons of selected financial data of Mirion with certain of its peers in the industry and the financial terms set forth in the Business Combination Agreement. Based on the foregoing, the GSAH Board concluded that the Business Combination was in the best interest of GSAH’s stockholders.
 
Q:
Do I have redemption rights?
 
A:
If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public stockholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal or any other proposal set forth herein. If you wish to exercise your redemption rights, see the answer to the next question: “
How do I exercise my redemption rights?
”
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of
 
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that 15% limit would not be redeemed for cash. In addition, pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001. In such case, we would not proceed with the redemption of our public shares and the Business Combination, and instead may search for an alternate initial business combination.
The Sponsor and GS Employee Participation have each agreed to waive their redemption rights with respect to all of the shares of our common stock held by them in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the
per-share
redemption price.
 
Q:
How do I exercise my redemption rights?
 
A:
If you are a public stockholder and wish to exercise your right to redeem the public shares, you must:
 
  (1)
(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;
 
  (2)
prior to 5:00 p.m. Eastern Time on [●], 2021 (two business days before the scheduled date of the Special Meeting) submit a written request to Continental Trust & Transfer Company N.A., our transfer agent, that we redeem all or a portion of your public shares for cash, affirmatively certifying in your request if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in
Section 13d-3
of the Exchange Act) with any other stockholder with respect to shares of our common stock at the following address:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-Mail: mzimkind@continentalstock.com
        ;
 a
nd
 
  (3)
deliver your public shares either physically or electronically through the Deposit Withdrawal at Custodian (“
DWAC
”) system of The Depository Trust Company (“
DTC
”) to our transfer agent.
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [
●
], 2021 (two business days before the scheduled date of the Special Meeting) in order for their shares to be redeemed.
The address of our transfer agent is listed under the question “
Who can help answer my questions?
” below.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.
 
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Public stockholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of [●], 2021, this would have amounted to approximately $[●] per outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of GSAH’s creditors, if any, which could have priority over the claims of the public stockholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for exercising redemption requests (being two business days before the scheduled date of the Special Meeting) and thereafter, with our consent, until the consummation of the Business Combination. If you deliver your shares for redemption to our transfer agent, and later decide prior to such deadline not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting our transfer agent at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by our transfer agent prior to the vote taken with respect to the Business Combination Proposal at the Special Meeting (or if we so elect, prior to the consummation of the Business Combination).
No request for redemption will be
honored unless the holder’s public shares have been delivered (either physically or electronically) to our transfer agent, at least two business days before the scheduled date of the Special Meeting.
If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable).
If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
 
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
 
A:
No. Holders of outstanding units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If you hold your units through a broker, bank or other nominee, you must notify your broker, bank or other nominee that you elect to separate the units into the underlying public shares and warrants, or if you hold units registered in your own name, you must contact our transfer agent directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to our transfer agent, by 5:00 p.m., Eastern Time, on [●], 2021 (two business days before the scheduled date of the Special Meeting) in order to exercise your redemption rights with respect to your public shares.
 
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
 
A:
The U.S. federal income tax consequences to a stockholder of exercising its redemption rights will depend on the particular facts and circumstances. Please see the section entitled “
Proposal No. 1—Approval of the Business Combination—United States Federal Income Tax Considerations to Stockholders Exercising Redemption Rights
.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
 
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Q:
Can the Sponsor or our officer and directors redeem their founder shares in connection with consummation of the Business Combination?
 
A:
No. The Sponsor and GS Employee Participation have each agreed to waive their redemption rights with respect to all of the founder shares in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the
per-share
redemption price.
 
Q:
Is there a limit on the number of shares I may redeem?
 
A:
Yes. A public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. However, in no event is your ability to vote all of your shares (including those shares held by you or by a “group” in excess of 15% of the shares sold in our IPO) for or against our Business Combination restricted.
 
Q:
Is there a limit on the total number of shares that may be redeemed?
 
A:
Yes. Pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001. In such case, we would not proceed with the redemption of our public shares and the Business Combination, and instead may search for an alternate initial business combination.
 
Q:
Will how I vote affect my ability to exercise redemption rights?
 
A:
No. Stockholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal or any other proposal set forth herein. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.
 
Q:
If I am a Company warrant holder, can I exercise redemption rights with respect to my warrants?
 
A:
No. The holders of our warrants have no redemption rights with respect to our warrants.
 
Q:
Do I have appraisal rights in connection with the proposed Business Combination?
 
A:
No. Neither our stockholders nor our warrant holders have appraisal rights in connection with the Business Combination under the DGCL.
 
Q:
What happens to the funds deposited in the trust account after consummation of the Business Combination?
 
A:
Following the closing of the IPO, an amount equal to $750 million ($10.00 per unit) of the net proceeds from the IPO and the sale of the private placement warrants was placed in the trust account. As of the record date, [●], 2021, funds in the trust account totaled $[●], including $[●] of accrued dividends. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the closing of the Business Combination), (2) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the
 
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  GSAH Certificate of Incorporation to modify the substance or timing of GSAH’s obligation to redeem 100% of its public shares if it does not complete its initial business combination by July 2, 2022; and (3) the redemption of all of the public shares if GSAH is unable to complete its initial business combination by July 2, 2022 (or if such date is extended at a duly called meeting of stockholders, such later date), subject to applicable law.
Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of our public shares who properly exercise their redemption rights; to pay a portion of the Cash Consideration and transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of the post-business combination company. See “
Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination
.”
 
Q:
What do I need to do now?
 
A:
You are urged to read this proxy statement/prospectus, including the Annexes and the accompanying financial statements of the Company and Mirion, carefully and in its entirety and to consider how the Business Combination will affect you as a stockholder or warrant holder. Our stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
 
Q:
How do I vote?
 
A:
If you are a holder of record of shares of our common stock on the record date for the Special Meeting, you may vote during the Special Meeting via the meeting website or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed
postage-paid envelope.
If you hold your shares in “street name,”
which
means your shares are held of record by a broker, bank or other nominee, you should contact your
broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote via the special meeting website, obtain a valid proxy from your broker, bank or other nominee.
 
Q:
If my shares are held in “street name,” will my broker, bank or other nominee automatically vote my shares for me?
 
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your broker, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to
non-discretionary
matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. We believe all of the proposals presented to our stockholders will be considered
non-discretionary
and therefore your broker, bank or other nominee will not vote your shares without your instruction. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker, bank or other nominee on a particular proposal on which your broker, bank or other nominee does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker
non-vote.”
An abstention will be counted towards the quorum requirement for each of the proposals
 
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  presented at the Special Meeting but a broker
non-vote
will not. In connection with (i) the Business Combination Proposal and the Adjournment Proposal, abstentions and broker
non-votes
will have no effect, (ii) the NYSE Proposal and the Incentive Plan Proposal, abstentions will be counted as a vote cast at the Special Meeting and will have the same effect as a vote “AGAINST” the proposal but broker
non-votes
will have no effect and (iii) the Charter Proposal, abstentions and broker
non-votes
will have the same effect as voting “AGAINST” the proposal.
 
Q:
Who is entitled to vote at the Special Meeting?
 
A:
GSAH has fixed [●], 2021 as the record date for the Special Meeting. If you were a stockholder of GSAH at the close of business on the record date, you are entitled to vote on matters that come before the Special Meeting. However, a stockholder may only vote his, her or its shares if he, she or it is present at the Special Meeting by attendance via the virtual meeting website or is represented by proxy at the Special Meeting.
 
Q:
What happens if I sell my shares of common stock before the Special Meeting?
 
A:
The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of common stock after the applicable record date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting with respect to such shares but the transferee, and not you, will have the ability to redeem such shares (if time permits).
 
Q:
What constitutes a quorum at the Special Meeting?
 
A:
A majority of the outstanding shares of our common stock entitled to vote as of the record date at the Special Meeting must be present by attendance via the virtual meeting website or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for purposes of determining a quorum but broker
non-votes
will not. Our Initial Stockholders, who currently own approximately 20% of our outstanding shares of common stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. Based on the number of outstanding shares of our common stock as of the record date for the Special Meeting, [●] shares of our common stock will be required to achieve a quorum at the Special Meeting.
 
Q:
What vote is required to approve each proposal at the Special Meeting?
 
A:
The following votes are required for each proposal at the Special Meeting:
 
•  
The approval of each of the Business Combination Proposal, the Governance Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. Generally, only votes “FOR” or “AGAINST” are considered to be votes cast. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to the such proposals, will have no effect on such proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on such proposals.
 
•  
NYSE Proposal:
The approval of the NYSE Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of our outstanding shares of common stock represented at the Special Meeting via the virtual website or by proxy and entitled to vote thereon at the Special Meeting. A Company stockholder’s failure to vote by proxy or to vote during the Special Meeting and a broker
non-vote
with regard to the NYSE Proposal will have no effect on the NYSE Proposal. The NYSE considers abstentions to be votes cast and included in the number of shares of which a majority is required to vote in favor.
 
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Accordingly, abstentions will have the same effect as a vote “AGAINST” the NYSE Proposal.
 
•  
Charter Proposal:
The approval of the Charter Proposal requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to the Charter Proposal will have the same effect as a vote “AGAINST” the Charter Proposal.
 
•  
Director Election Proposal:
Directors are elected by a plurality of all of the votes cast by holders of shares of common stock represented at the Special Meeting via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. This means that the nine director nominees who receive the most affirmative votes will be elected to serve as directors following the closing of the Business Combination. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions and broker
non-votes
will have no effect on the election of directors.
 
•  
Class A Common Stock Proposal:
The approval of the Class A Common Stock Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Class A common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Class A Common Stock Proposal will have the same effect as a vote “AGAINST” the Class A Common Stock Proposal.
See “
How does the Initial Stockholders intend to vote their shares?
” for information on how the Initial Stockholders intend to vote their shares.
 
Q:
Why is GSAH proposing the governance proposal?
 
A:
As required by applicable SEC guidance, GSAH is requesting that its stockholders vote upon, on a
non-binding
advisory basis, a proposal to approve certain governance provisions contained in the New Mirion Charter that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law separate and apart from the Charter Proposal, but pursuant to SEC guidance, GSAH is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on GSAH and the Board (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the governance proposal (separate and apart from approval of the Charter Proposal). Please see the section entitled “
Proposal No.
 4—The Governance Proposal
.”
 
Q:
What are the recommendations of GSAH’s Board?
 
A:
GSAH’s Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of GSAH’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the NYSE Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposal, “FOR” each of the director nominees set forth in the Director Election Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Class A Common Stock Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.
The existence of financial and personal interests of one or more of GSAH’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of GSAH and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “
Proposal No. 1—Approval of the Business Combination—GSAH’s Board of Directors’ Reasons for the Approval of the Business Combination
” for a further discussion of these considerations.
 
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Q:
How do the Initial Stockholders intend to vote their shares?
 
A:
The Sponsor and GS Employee Participation have each agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the Special Meeting (other than the Class A Common Stock Proposal). As of the date of this proxy statement/prospectus, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Mirion Stockholder or our or their respective directors, officers, advisors or respective affiliates may (1) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (2) execute agreements to purchase such shares from such investors in the future, or (3) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of GSAH’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Mirion stockholder or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (1) increase the likelihood of approving the Condition Precedent Proposals and (2) limit the number of public shares electing to redeem, including to satisfy any redemption threshold.
Entering into any such arrangements may have an adverse effect on the market price of our common stock (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form
8-K
to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Special Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
 
Q:
May I change my vote after I have mailed my signed proxy card?
 
A:
Yes. GSAH stockholders may send a later-dated, signed proxy card to GSAH’s Secretary at GSAH’s address set forth below so that it is received by GSAH’s Secretary prior to the vote at the Special Meeting (which is scheduled to take place on [●], 2021) or attend the Special Meeting via the virtual Special Meeting website and vote. GSAH stockholders also may revoke their proxy by sending a notice of revocation to GSAH’s Secretary, which must be received by GSAH’s Secretary prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or other nominee, you must contact your broker, bank or other nominee to change your vote.
 
Q:
If I am not going to attend the Special Meeting via the virtual Special Meeting website, should I return my proxy card instead?
 
A:
Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully and in its entirety, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
 
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Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
 
A:
If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting.
 
Q:
What happens if I fail to take any action with respect to the Special Meeting?
 
A:
If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and the Business Combination is consummated, you will become a stockholder or warrant holder of the post-business combination company, as applicable. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will remain a stockholder or warrant holder of GSAH, as applicable. However, if you fail to vote with respect to the Special Meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).
 
Q:
What should I do with my stock certificates, warrant certificates or unit certificates?
 
A:
Our stockholders who exercise their redemption rights must deliver (either physically or electronically) their stock certificates to our transfer agent prior to the Special Meeting.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [●], 2021 (two business days before the scheduled date of the Special Meeting) in order for their shares to be redeemed.
Our warrant holders should not submit the certificates relating to their warrants. Public stockholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the stock certificates relating to their public shares.
 
Q:
What should I do if I receive more than one set of voting materials?
 
A:
GSAH stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of our common stock.
 
Q:
Who will solicit and pay the cost of soliciting proxies for the Special Meeting?
 
A:
We will pay the cost of soliciting proxies for the Special Meeting. GSAH has engaged Innisfree M&A Incorporated (“
Innisfree
”) to assist in the solicitation of proxies for the Special Meeting. GSAH has agreed to pay Innisfree a fee of $40,000, plus disbursements. GSAH will reimburse Innisfree for reasonable
out-of-pocket
expenses and will indemnify Innisfree and its affiliates against certain claims, liabilities, losses, damages and expenses. GSAH will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. GSAH’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or during the Special Meeting via the Special Meeting website. They will not be paid any additional amounts for soliciting proxies.
 
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Table of Contents
Q:
Who can help answer my questions?
 
A:
If you have questions about the proposals or the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:
Innisfree M&A Incorporated (“
Innisfree
”)
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll free: (877) 456-3463
Banks and Brokers may call collect: (212) 750-5833
You also may obtain additional information about GSAH from documents filed with the SEC by following the instructions in the section entitled “
Where You Can Find More Information
.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your public shares (either physically or electronically through DTC’s DWAC System) to Continental Stock Transfer & Trust Company, N.A., our transfer agent, at the address below prior to the Special Meeting.
Holders must complete the procedures for electing to redeem their
public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [
●
], 2021 (two business days before the scheduled date of the Special Meeting) in order for their shares to be redeemed.
If you have questions regarding the certification of your position or delivery of your stock, please contact Continental Stock Transfer & Trust Company, N.A.:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-Mail:
mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and the accompanying financial statements of the Company and Mirion, carefully and in its entirety. The Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1—Approval of the Business Combination.”
Unless otherwise specified, all share calculations (i) assume that no public shares are elected to be redeemed in connection with the Business Combination, (ii) exclude the 18,750,000 outstanding founder shares held by the GS Sponsor (all of which are subject to the performance vesting conditions and forfeiture as described herein), (iii) assume no exercise of any warrants to purchase GSAH Class A common stock that will remain outstanding immediately following the Business Combination, (iv) exclude the issuance of any shares under the Incentive Plan following the Business Combination and (v) assume that only members of Mirion’s management team will elect to receive shares of GSAH Class B common stock and that the other Sellers receiving shares of GSAH common stock will elect to receive shares of GSAH Class A common stock. If the actual facts are different from these assumptions, the share calculations, including ownership interest of the post-business combination company, will be different.
Parties to the Business Combination
The Company
GS Acquisition Holdings Corp II is a blank check company incorporated as a Delaware corporation on May 31, 2018, 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. GSAH has neither engaged in any operations nor generated any operating revenue to date. Based on GSAH’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.
On July 2, 2020, GSAH completed its IPO of 75,000,000 units, including 5,000,000 units issued pursuant to the partial exercise by the underwriters of their option to purchase additional units in full, at a price of $10.00 per unit, generating proceeds to us of $750,000,000 before underwriting discounts and expenses. Each unit consisted of one share of GSAH Class A common stock and
one-quarter
of one redeemable warrant, with each whole warrant exercisable for one share of GSAH Class A common stock at a price of $11.50 per share. Simultaneously with the closing of the IPO, GSAH closed the private placement of an aggregate of 8,500,000 warrants, each exercisable to purchase one share of GSAH Class A common stock 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. Each warrant sold in the IPO and the private placement will become exercisable 30 days after the completion of our initial business combination, and will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. Subject to the terms and conditions contained in the warrant agreement, the warrants may be redeemed either for cash once they become exercisable or for shares of GSAH Class A common stock commencing 90 days after they become exercisable.
On the closing date of the IPO, GSAH placed $750,000,000 of proceeds (including $26,250,000 of deferred underwriting discount) from the IPO and the sale of the private placement warrants into the trust account. The proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money
 
 
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market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the closing of the Business Combination), (2) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the GSAH Certificate of Incorporation to modify the substance or timing of GSAH’s obligation to redeem 100% of its public shares if it does not complete its initial business combination by July 2, 2022; and (3) the redemption of all of the public shares if GSAH is unable to complete its initial business combination by July 2, 2022 (or if such date is extended at a duly called meeting of stockholders, such later date), subject to applicable law.
GSAH’s publicly-traded Class A common stock, units and warrants are currently listed on the NYSE under the symbols “GSAH,” “GSAH.U” and “GSAH WS,” respectively. We intend to apply to continue the listing of GSAH Class A common stock and warrants on the NYSE under the symbols “MIR,” and “MIR.WS,” respectively, upon the closing of the Business Combination. At the closing of the Business Combination, each unit will separate into its components consisting of one share of GSAH Class A common stock and one-fourth of one warrant.
GSAH’s principal executive office is located at 200 West Street, New York, New York 10282 and its telephone number is (212)
902-1000.
GSAH’s corporate website address is www.GSacquisition.com. GSAH’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
Mirion
Mirion provides products, services and software that allow its customers to safely leverage the power of ionizing radiation for the greater good of humanity. Mirion’s solutions have critical applications in the medical, nuclear energy and defense markets, as well as in laboratories and scientific research, analysis and space exploration. Many of Mirion’s markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. Throughout Mirion’s history, Mirion has successfully leveraged the strength of its expertise in ionizing radiation to continually drive innovation and expand the commercial applications of its core technology competencies. Through its facilities in 12 countries, Mirion supplies its solutions in the Americas, Europe, Africa, the Middle East and Asia Pacific regions. As of June 30, 2021 and June 30, 2020, Mirion had an accumulated deficit of $888.0 million and $729.7 million, respectively. For fiscal 2021 Mirion experienced a net loss of $158.4 million.
Mirion’s principal executive office is located at 1218 Menlo Drive, Atlanta, GA 30318.
For more information about Mirion see “
Information about Mirion
.”
The following is a summary of the proposals to be put to GSAH stockholders at the Special Meeting and certain transactions contemplated by the Business Combination Agreement. Each of the proposals below, except the Adjournment Proposal, is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting.
Business Combination Proposal
As discussed in this proxy statement/prospectus, we are asking our stockholders to approve and adopt the Business Combination Agreement, dated as of June 17, 2021 (as amended), by and among GSAH, Mirion, and the Sellers, a copy of which is attached to this proxy statement/prospectus as Annex A. The Business Combination Agreement provides that, among other things, the parties thereto will enter into the Business Combination pursuant to which Mirion will combine with a subsidiary of the Company. See “
Proposal No. 1—Approval of the Business Combination.
”
 
 
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Structure of the Transactions
On June 17, 2021, the Company, Mirion, for the limited purpose set forth therein, the Charterhouse Parties, for the limited purpose set forth therein, the other Supporting Mirion Holders and, for the limited purpose set forth therein, the other holders of Existing Mirion Shares from time to time becoming a party thereto by executing a Joinder Agreement, entered into the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A.
Pursuant to the terms of the Business Combination Agreement, the parties thereto will enter into a business combination transaction pursuant to which Mirion will combine with a subsidiary of the Company.
The proposed Business Combination will establish the Company as the corporate parent of Mirion. At the Closing, in order to implement a structure similar to that of an
“Up-C,”
the Company will establish a Delaware corporation (“
IntermediateCo
”) as a subsidiary of the Company that will merge with and into Mirion TopCo with Mirion TopCo surviving. Sellers will be permitted to elect to receive equity consideration either in the form of (i) shares of GSAH Class A common stock or (ii) “paired interests” consisting of shares of Company Class B common stock paired together with shares of IntermediateCo Class B common stock.
We expect the Mirion Sellers (excluding members of Mirion management) to elect to receive shares of GSAH Class A Common Stock and members of Mirion management to elect to receive shares of GSAH Class B Common Stock.
Holders of shares of IntermediateCo Class B common stock will have a redemption right for such shares to be settled, at the option of the Company, with (i) shares of Company Class A common stock (on a
one-for-one
basis) or (ii) a cash amount per share based on an average trailing stock price of Company Class A common stock. In the event of a redemption request by a holder of shares of IntermediateCo Class B common stock, the Company may, at its option, effect a direct exchange of cash or Company Class A common stock for shares of IntermediateCo Class B common stock in lieu of such a redemption. Upon redemption or exchange of shares of IntermediateCo Class B common stock, the corresponding shares of Company Class B common stock will be cancelled. The Company will hold 100% of the voting shares of IntermediateCo Class A common stock and greater than 80% of the shares of IntermediateCo Class B common stock. As further described in the New Mirion Charter to be in effect after the Closing, each holder of Company Class B common stock will be entitled to one vote for each share of Company Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote and the holders of Company Class B common stock shall not be entitled to dividends of cash or property on such shares of Company Class B common stock. See “
Description of New Mirion Securities
.”
The structure of the Business Combination and the resulting combined enterprise was selected because it facilitated multiple goals for the Business Combination in a tax-efficient manner – i.e., it permits GSAH stockholders, GSAH warrant holders and shareholders of Mirion TopCo, including members of Mirion management, in each case, who are U.S. taxpayers to participate in the Business Combination while deferring U.S. taxation until such time as the applicable investor exits its investment in the combined enterprise. For example, the structure enables the public company to exercise full control over the Mirion operating entities and to file consolidated U.S. federal income tax returns with Mirion’s U.S. operating subsidiaries. It also affords the shareholders of GSAH Class A common stock and GSAH Class B common stock voting power commensurate with their economic interests in combined enterprise. The parties considered a number of alternative structures, including those more commonly used in business combinations undertaken by special purpose acquisition companies. However, in light of Mirion’s current status as a non-U.S. entity treated as a partnership for U.S. federal income tax purposes, the significant amount of cash consideration contemplated by the Business Combination Agreement and other relevant factors, it was determined that none of those alternative structures
 
 
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could facilitate the tax-efficient achievement of the goals of the Business Combination as well as the selected structure. As it pertains to members of Mirion management who are U.S. taxpayers, the ability of Mirion TopCo shareholders to elect to receive shares of GSAH Class B Common Stock is expected to facilitate their tax-efficient participation in the Business Combination. The structure does not provide other advantages particular to members of Mirion management and does not advantage or disadvantage other Mirion TopCo shareholders, who are not U.S. taxpayers and therefore generally are not subject to U.S. taxation. Moreover, the structure does not advantage or disadvantage any GSAH stockholders, GSAH warrant holders or the PIPE Investors, beyond permitting those who are U.S. taxpayers to participate in the Business Combination in a tax-efficient manner (which they may do without holding paired interests, as they are merely retaining their current interests in GSAH). Accordingly, only Mirion Sellers who are receiving new equity interests as part of the Business Combination and who are U.S. taxpayers, such as Mirion management, need to elect to receive paired interests to participate in the Business Combination in a tax-efficient manner. Furthermore, Mirion Sellers subject to tax in other jurisdictions may find it to be more tax-efficient to elect to receive shares of GSAH Class A common stock. As a result, we expect Mirion Sellers who are not U.S. taxpayers to elect to receive shares of GSAH Class A common stock, and we expect members of Mirion management who are U.S. taxpayers to elect to receive paired interests. For example, the Charterhouse Parties elected to receive shares of GSAH Class A common stock in connection with the execution of the Business Combination Agreement, and we expect other parties to make their elections after this registration statement is effective.

 
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The following diagram illustrates the ownership structure of GSAH immediately following the Business Combination (percentages shown as basic ownership of common stock) and based on the assumptions described under “—
Ownership of the Company Following the Business Combination
” and assuming that no GSAH public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in GSAH’s trust account:
 
 
 
(1)
Includes 20,000,000 GSAH Class A shares subscribed for by GSAM Holdings, assuming no syndication of its subscription. Neither the Backstop Agreement nor the Option Agreement is exercisable in the no redemptions scenario as shown above because there will be not be a Cash Shortfall. See “
—Related Agreements—Backstop Agreement
” and “
—Related Agreements—Option Agreement
.”
(2)
Excludes 18,750,000 founder shares that convert from shares of GSAH Class B common stock to shares of GSAH Class A common stock upon the closing of the Business Combination and are subject to certain vesting and forfeiture conditions described elsewhere in this prospectus.
 
 
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Consideration to the Sellers in the Business Combination
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 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. 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 GSAH’s Class A common stock or shares of GSAH’s Class B common stock combined with shares of Class B common stock of a to be formed Delaware corporation that will be majority owned and controlled by GSAH. The Available Closing Cash will be an amount equal to (i) the amount of funds contained in GSAH’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 GSAH pursuant to the Subscription Agreements 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 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 GSAH to GSAM Holdings LLC (“
GSAM Holdings
”) of shares of the GSAH Class A common stock, pursuant to the Backstop Agreement, 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
”).
Mirion Material Adverse Effect
Under the Business Combination Agreement, certain representations and warranties of Mirion are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. In addition, it is a condition to the performance of GSAH’s obligations to close the transactions contemplated by the Business Combination Agreement that no Material Adverse Effect occurs between signing and Closing. Pursuant to the Business Combination Agreement, a “Material Adverse Effect” means any state of facts, development, effect, change, circumstance, event or occurrence, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the business, assets, results of operations or financial condition of Mirion and its subsidiaries, taken as a whole;
provided
,
however
, that in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute a “Material Adverse Effect” or be taken into account in determining whether a “Material Adverse Effect” has occurred or would reasonably be expected to occur: (i) any change in law or GAAP or any interpretation or enforcement thereof, (ii) any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally, (iii) any national or international political or social conditions in countries in which, or in the proximate geographic region in which, Mirion or any of its subsidiaries operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any military installation, equipment or personnel of the United States or such other country, (iv) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of God or other force majeure event, (v) any change generally affecting any of the industries or markets in which Mirion or any of its subsidiaries operates, (vi) the announcement or execution of the Business Combination Agreement, or the pendency, performance or consummation of the transactions contemplated thereby, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners,
 
 
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licensors, providers or employees, (vii) the taking of any action required by the terms of Business Combination Agreement or with the prior written consent of GSAH, (viii) any failure of Mirion and its subsidiaries, taken as a whole, to meet any projections, forecasts or budgets (provided that clause (viii) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in, or contributed to, or would reasonably be expected to result in, a Material Adverse Effect, to the extent that such change or effect is not otherwise excluded from this definition of Material Adverse Effect) and
(ix) COVID-19
or any other epidemic, pandemic or disease outbreak, or any law, directive, pronouncement or guideline issued by a governmental authority, the Centers for Disease Control and Prevention (or similar national or international organization), the World Health Organization or industry group providing for business closures, changes to business operations,
“sheltering-in-place”
or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including the
COVID-19
pandemic) or any change in such law, directive, pronouncement or guideline or interpretation thereof following the date of the Business Combination Agreement or Mirion’s or any of its subsidiaries’ compliance therewith;
provided
that, in the case of clauses (i)-(v) and (ix), such changes may be taken into account to the extent that such changes have had a disproportionate impact on Mirion and its subsidiaries, taken as a whole, as compared to other competitors or similarly situated companies operating in the industries or markets in which the Mirion and its subsidiaries operate.
Seller Material Adverse Effect
Under the Business Combination Agreement, certain representations and warranties of the Sellers are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, a “Seller Material Adverse Effect” means, with respect to the Sellers, any state of facts, development, effect, change, circumstance, event or occurrence that, individually or in the aggregate, has prevented, materially delayed or materially impaired, or would reasonably be expected to prevent, materially delay or materially impair, the ability of the Sellers, considered as a group, to consummate the transactions contemplated by the Business Combination Agreement.
SPAC Material Adverse Effect
Under the Business Combination Agreement, certain representations and warranties of GSAH are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. In addition, it is a condition to the performance of Mirion and the Sellers’ obligations to close the transactions contemplated by the Business Combination Agreement that no SPAC Material Adverse Effect occurs between signing and Closing. Pursuant to the Business Combination Agreement, a “SPAC Material Adverse Effect” means, with respect to the SPAC, any state of facts, development, effect, change, circumstance, event or occurrence that, individually or in the aggregate, has prevented, materially delayed or materially impaired, or would reasonably be expected to prevent, materially delay or materially impair, the ability of the SPAC to consummate the transactions contemplated by the Business Combination Agreement.
Closing of the Business Combination
The Closing of the Business Combination is expected to occur by electronic exchange of documents at 10:00 a.m. Eastern Time, which will not be later than the third business day after the satisfaction or waiver of the conditions described below under the subsection “
—Conditions to Closing of the Business Combination
.” Notwithstanding the foregoing, the Closing of the Business Combination may occur at such other time, date and location as may be mutually agreed upon in writing by GSAH, Mirion and the Charterhouse Parties.
 
 
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Conditions to Closing of the Business Combination—Conditions to Each Party’s Obligations
The respective obligations of the parties to the Business Combination Agreement to effect the Closing and the other transactions contemplated by the Business Combination Agreement are subject to the satisfaction, at or prior to the Closing of the Business Combination, of each of the following conditions:
 
  •  
No provision of law, and no judgment, injunction, order or decree of any applicable governmental authority, will prohibit the consummation of the Closing.
 
  •  
Any applicable waiting period under the HSR Act (and any extensions thereof or any timing agreements, understandings or commitments obtained by request or other action of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) will have expired or been terminated.
 
  •  
The parties to the Business Combination Agreement will have received specified
pre-Closing
authorizations, consents, clearances, waivers and approvals of certain governmental authorities in connection with the execution, delivery and performance of the Business Combination Agreement and the transactions contemplated thereunder.
 
  •  
The Registration Statement will have become effective in accordance with the Securities Act, no stop order shall have been issued by the SEC with respect to the Registration Statement and no action seeking such stop order shall have been threatened or initiated.
 
  •  
The required vote of GSAH’s stockholders to approve the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Adjournment Proposal shall have been duly obtained in accordance with the DGCL, the GSAH Certificate of Incorporation and bylaws, and the rules and regulations of the NYSE.
 
  •  
GSAH will have at least $5,000,001 of net tangible assets following the exercise of any redemption rights by the Company’s holders of Class A common stock in accordance with the GSAH Certificate of Incorporation and bylaws.
Conditions to Closing of the Business Combination—Conditions to GSAH’s Obligations
The obligation of GSAH to consummate the Closing is subject to the satisfaction, at or prior to the Closing of the Business Combination, of each of the following conditions, any of which may be waived, in writing, by GSAH:
 
  •  
Mirion and the Sellers will have performed in all material respects all of their respective obligations under the Business Combination Agreement required to be performed thereby on or prior to the Closing Date.
 
  •  
(i) The representations and warranties of Mirion contained in Section 4.09(b) of the Business Combination Agreement must be true and correct in all respects as of the date of the Business Combination Agreement and as of the Closing Date, as if made at and as of the Closing Date; (ii) the fundamental representations and warranties of Mirion (i.e., representations related to organization and qualification, capitalization, authority and brokers) must be true and correct in all but de minimis respects (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the date of the Business Combination Agreement and as of the Closing Date, as if made at and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct in all but de minimis respects at and as of such earlier date); and (iii) each other representation and warranty of Mirion contained in Article 4 of the Business Combination Agreement must be true and correct (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the date of the Business Combination Agreement and as of the Closing Date, as if made at and as of the Closing Date (except to the extent such representations and
 
 
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warranties expressly relate to an earlier date, and in such case, shall be true and correct at and as of such earlier date), except, in the case of this clause (iii), where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.
 
  •  
The representations and warranties of the Sellers contained in Article 3 of the Business Combination Agreement must be true and correct (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the date of the Business Combination Agreement and as of the Closing Date, as if made at and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct at and as of such earlier date), except where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Seller Material Adverse Effect.
 
  •  
GSAH will have received a certificate signed by an officer of Mirion, dated the Closing Date, certifying that the conditions specified in the three immediately preceding bullet points have been fulfilled.
 
  •  
A majority of the holders of the A Ordinary Shares and the B Ordinary Shares of Mirion will have delivered the drag along notice, which they have agreed to do within five business days of the effectiveness of this registration statement.
 
  •  
No Material Adverse Effect will have occurred since the date of the Business Combination Agreement.
 
  •  
Mirion and its subsidiaries will have issued notice of suspension or termination of any contracts to certain sales channel partners and otherwise ceased doing business with such sales channel partners as requested in writing by GSAH.
Conditions to Closing of the Business Combination—Conditions to Mirion’s and the Sellers’ Obligations
The obligation of Mirion and the Sellers to consummate the Closing are subject to the satisfaction, at or prior to the Closing of the Business Combination, of each of the following conditions, any of which may be waived, in writing, by Mirion and the Charterhouse Parties:
 
  •  
GSAH will have performed in all material respects all of its obligations under the Business Combination Agreement required to be performed by it on or prior to the Closing Date.
 
  •  
(i) The representations and warranties of GSAH contained in Section 5.09(b) of the Business Combination Agreement must be true and correct in all respects as of the Closing Date, as if made at and as of such date; (ii) the fundamental representations and warranties of GSAH (i.e., representations related to organization and qualification, capitalization, authority and brokers) must be true and correct (without giving effect to any limitations as to “materiality” or “material adverse effect” or any similar limitation set forth therein) in all but de minimis respects as of the Closing Date, as if made at and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct in all but de minimis respects at and as of such earlier date); and (iii) each other representation and warranty of GSAH contained in Article 5 of the Business Combination Agreement shall be true and correct (without giving effect to any limitations as to “materiality” or “material adverse effect” or any similar limitation set forth therein) as of the Closing Date, as if made at and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct at and as of such earlier date), except, in the case of this clause (iii), where the failure to be so true and correct has not had, and would not reasonably be expected to have, a SPAC Material Adverse Effect.
 
  •  
Mirion will have received a certificate signed by an officer of GSAH, dated the Closing Date, certifying that the conditions specified in the two immediately preceding bullets have been fulfilled.

 
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  •  
The Available Closing Cash will not be less than $1,310,000,000.
 
  •  
Since the date of the Business Combination Agreement, there will have been no development, effect, change, circumstance, event or occurrence, that, individually or in the aggregate, has had, or would reasonably be expected to have a SPAC Material Adverse Effect.
Representations and Warranties
Under the Business Combination Agreement, the Sellers made customary representations and warranties about such Seller relating to: existence and power; authorization; governmental authorization; noncontravention; ownership; and brokers’ fees.
Under the Business Combination Agreement, Mirion made customary representations and warranties about it relating to: existence and power; authorization; governmental authorization; noncontravention; capitalization; subsidiaries; financial statements; absence of certain changes; undisclosed material liabilities; material contracts; litigation; compliance with laws and court orders; real property; intellectual property; insurance coverage; employees; employee benefit plans; taxes; environmental matters; affiliate transactions; brokers’ fees; anti-bribery; anti-corruption; international trade; sanctions; data privacy; customers and suppliers; product liabilities and recalls; PPP loans; and debt financing.
Under the Business Combination Agreement, GSAH made customary representations and warranties about it relating to: corporate existence and power; authorization; governmental authorization; noncontravention; capital structure; SEC documents; controls; listing; registration statement and proxy statement; absence of certain changes; litigation; compliance with applicable laws; taxes; employees and employee benefit plans; affiliate transactions; properties; brokers’ fees; financial ability; PIPE financing; and trust account.
Covenants of the Parties
Covenants of Mirion
Mirion made certain covenants under the Business Combination Agreement, including, among other things, the covenants set forth below.
 
  •  
Mirion has agreed to, and to cause its subsidiaries to, from the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, operate in the ordinary course of business consistent with past practice.
 
  •  
Subject to certain exceptions, from the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, Mirion will not, and will cause its subsidiaries not to:
 
  •  
change or amend its organizational documents;
 
  •  
make, declare, set aside, establish a record date for or pay any dividend or distribution;
 
  •  
enter into, assume, assign, partially or completely amend any material term of, modify any material term of or terminate any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Mirion or its subsidiaries is a party or by which it is bound, other than in the ordinary course of business consistent with past practice;
 
  •  
(i) issue, deliver, sell, transfer, pledge, dispose of or place any lien (other than a permitted lien) on any shares or any other equity or voting securities of Mirion or any of its subsidiaries or (ii) issue any securities (including any shares, voting securities or loan capital) or grant

 
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any options, appreciation rights, share units, profits interests, warrants or other rights to purchase or obtain any shares or any other equity or voting securities or loan capital of Mirion and/or any of its subsidiaries;
 
  •  
sell, assign, transfer, convey, abandon, subject to a lien, or otherwise dispose of any owned real property;
 
  •  
sell, assign, transfer, convey, lease, license, abandon, allow to lapse or expire, subject to or grant any lien (other than permitted liens) on, or otherwise dispose of, any material assets, rights or properties (including leased real property) of Mirion and its subsidiaries, taken as a whole, other than in the ordinary course of business;
 
  •  
waive, release, compromise, settle or satisfy any pending or threatened claim or compromise or settle any liability, (i) if such settlement would require payment by Mirion in an amount greater than $1,000,000 individually or in the aggregate, (ii) to the extent such settlement includes an agreement to accept or concede material injunctive relief or (iii) to the extent such settlement involves a governmental authority or alleged criminal wrongdoing;
 
  •  
agree to modify in any respect materially adverse to Mirion and its subsidiaries any confidentiality or similar contract or agreement to which Mirion or any of its subsidiaries are a party;
 
  •  
directly or indirectly acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity interest in, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or Person or division thereof;
 
  •  
make any loans or advance any money or other property;
 
  •  
redeem, purchase or otherwise acquire any shares (or other equity interests) of Mirion or any of its subsidiaries or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of capital stock (or other equity interests) of Mirion or any of its subsidiaries;
 
  •  
adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any shares or other equity interests or securities of Mirion;
 
  •  
make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated assets, liabilities or results of operations of Mirion and its subsidiaries;
 
  •  
adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation or recapitalization;
 
  •  
make, change or revoke any material tax election, adopt or change any material accounting method with respect to taxes, file any amended material tax return, settle or compromise any material tax liability, surrender any right to claim a material refund of taxes, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment (other than any extension pursuant to an extension to file any tax return), change its tax residence or start to trade to a material extent through a permanent establishment or other taxable presence, or enter into any material closing agreement with respect to any tax;
 
  •  
(i) increase or grant any increase in the compensation, bonus, or other benefits (other than de minimis fringe or other benefits) of, or pay, grant or promise any bonus to, certain key employees; (ii) grant or pay any severance or change in control pay or benefits to, or

 
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otherwise increase the severance or change in control pay or benefits of, any current or former service provider; (iii) enter into, amend (other than immaterial amendments) or terminate any employee benefit plan, policy, program, agreement, trust or arrangement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or
non-de
minimis benefits under any employee plan; (v) grant any equity or equity based compensation awards; or (vi) hire or terminate (other than for cause) certain key employees;
 
  •  
voluntarily fail to maintain in full force and effect material insurance policies covering the Mirion and its subsidiaries and their respective properties, assets and businesses in a form and amount consistent with past practices;
 
  •  
enter into any transaction or amend in any material respect any existing agreement with any related party;
 
  •  
enter into any agreement that materially restricts the ability of Mirion or its subsidiaries to engage or compete in any line of business or enter into a new line of business;
 
  •  
make any capital expenditure that in the aggregate exceeds $2,500,000;
 
  •  
receive, collect, compile, use, store, process, share, safeguard, secure (technically, physically or administratively), dispose of, destroy, disclose, or transfer (including cross-border) any personal information (or fail to do any of the foregoing, as applicable) in violation of any (i) applicable privacy laws, (ii) external-facing privacy policies or notices of, or (iii) contractual obligations with respect to any personal information;
 
  •  
incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness; and
 
  •  
enter into, assume, assign, partially or completely amend any material term of, modify any material term of or terminate certain material contracts for which payments to or from Mirion or any of its subsidiaries would be expected to exceed $5,000,000 annually or $20,000,000 in the aggregate.
 
  •  
Subject to confidentiality obligations and certain other restrictions, Mirion will, and will cause its subsidiaries to, afford to GSAH reasonable access to Mirion’s properties, books, contracts, commitments, records and appropriate officers and employees, and will use its commercially reasonable efforts to furnish GSAH with financial and operating data and other information concerning the affairs of Mirion and its subsidiaries as GSAH may reasonably request solely for purposes of consummating the transactions contemplated by the Business Combination Agreement.
 
  •  
Mirion and each Seller (on behalf of itself and its respective controlled affiliates) waives any past, present or future claim of any kind against, and any right to access, the Trust Account, the trustee and GSAH, or to collect from the Trust Account any monies that may be owed to them by GSAH or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever.
 
  •  
The Charterhouse Parties have agreed to exercise their drag-along right and to send a drag-along notice to the Mirion shareholders within five business days following the date this registration statement becomes effective. If any holders of Existing Mirion Shares, having been served such drag-along notice, have not delivered the relevant joinder agreement and election agreement by the fifth day prior to the Closing Date, such documents will be delivered on their behalf by an authorized individual pursuant to the Existing Mirion Articles. In the event any holders of Existing Mirion Shares fail to deliver their individual election notice, they will be deemed to have elected to receive GSAH Class A common stock as their consideration under the Business Combination Agreement.

 
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  •  
Mirion, the Charterhouse Parties and GSAH will use their reasonable best efforts to agree on a final steps plan regarding certain
pre-Closing
transactions. Prior to the Closing, Mirion will, and will cause its subsidiaries to, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to effectuate the agreed-upon
pre-Closing
step plan, with such amendments, modifications,
re-orderings
and the like as Mirion may determine to be reasonably necessary and desirable to effect the transactions contemplated by the Business Combination Agreement, subject to certain consent rights of GSAH and the Charterhouse Parties.
 
  •  
Mirion will take certain actions to supplement existing policies, procedures and practices concerning sales channel partners, including ceasing to do business with channel partners in certain jurisdictions, if requested by GSAH.
 
  •  
Mirion and the Sellers will settle and terminate certain related party agreements.
 
  •  
Mirion will reasonably cooperate with GSAH and GSAH’s lender to obtain, owner’s and lender’s title insurance policies with respect to owned real property, dated as of the Closing Date, issued from a title insurance company and in amounts reasonably satisfactory to GSAH, including to deliver such customary affidavits from officers of Mirion and its subsidiaries as reasonably requested by the title insurance company, including any affidavit required by the title company in order to issue a
“non-imputation”
endorsement.
 
  •  
Neither Mirion, any Seller nor any of their respective controlled affiliates, directly or indirectly, will engage in any transactions involving the securities of GSAH prior to the time of the making of a public announcement regarding all of the material terms of the transactions contemplated by the Business Combination Agreement.
 
  •  
No later than ten (10) Business Days prior to the Closing, Mirion will take such action as may be necessary such that, as of the Closing, (i) certain loan agreements between Mirion and certain of its officers will be terminated and of no further continued force or effect without any obligations or liabilities surviving the Closing, and (ii) all accounts payable to either party to such agreements will be settled and fully discharged with no further obligation or liability to either party.
 
  •  
Mirion will cause Mirion Technologies (HoldingSub2) Ltd., a limited liability company incorporated in England and Wales with a company number 09299632 (the “
DCL Beneficiary
”) to use its reasonable best efforts to, and will cause each of its subsidiaries to use its reasonable best efforts to, arrange and obtain debt financing on terms and conditions not less favorable than (taken as a whole) those set forth in the debt commitment letter delivered by Mirion in connection with the execution of the Business Combination Agreement (or such other terms as are reasonably acceptable to the DCL Beneficiary and GSAH).
 
  •  
Prior to the Closing, Mirion will, or shall cause its applicable subsidiaries to, repay in full any loans applied for or received by Mirion or any of its subsidiaries pursuant to the Paycheck Protection Program (“
PPP Loans
”) outstanding as of the date of the Business Combination Agreement (including any PPP Loans that as of the date of the Business Combination Agreement are subject to (i) an application for forgiveness, (ii) an audit by the U.S. Small Business Administration or the lender of such PPP Loan, or (iii) an escrow agreement).
 
  •  
Neither Mirion nor any Seller will take, nor will Mirion or any Seller permit any of their respective affiliates or representatives to take, whether directly or indirectly, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any person or entity concerning any purchase of any of Mirion’s equity securities or the issuance and sale of any securities of, or membership interests in, Mirion or its subsidiaries or any merger or sale of substantial assets involving Mirion or its subsidiaries, other than immaterial assets or assets sold in the ordinary course of business.

 
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Covenants of GSAH
GSAH made certain covenants under the Business Combination Agreement, including, among other things, the covenants set forth below.
 
  •  
Subject to certain exceptions, from the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, GSAH will not:
 
  •  
change, modify or amend the Trust Agreement, or organizational documents;
 
  •  
declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, GSAH; split, combine or reclassify any capital stock of, or other equity interests in, GSAH; or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, GSAH;
 
  •  
make, change or revoke any material tax election, adopt or change any material accounting method with respect to taxes, file any amended material tax return, settle or compromise any material tax liability, surrender any right to claim a material refund of taxes, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment (other than any extension pursuant to an extension to file any tax return), change its tax residence or start to trade to a material extent through a permanent establishment other taxable presence, or enter into any material closing agreement with respect to any tax;
 
  •  
enter into, renew or amend in any material respect any transaction or contract with a related party of GSAH;
 
  •  
waive, release, compromise, settle or satisfy any pending or threatened material claim or compromise or settle any liability;
 
  •  
incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness;
 
  •  
offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, GSAH or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests;
 
  •  
amend, modify or waive any of the terms or rights set forth in any private placement warrant; or
 
  •  
merge or consolidate, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of GSAH.
 
  •  
GSAH will take all necessary action to cause the Board of Directors GSAH as of immediately following the Closing to consist of nine (9) directors, of whom one (1) shall be the Chief Executive Officer of GSAH upon the Closing (i.e., the Chief Executive Officer of Mirion immediately prior to the Closing), two (2) shall be named by the Sponsor, one (1) shall be named by the Charterhouse Parties and the remainder shall be mutually agreed by the Charterhouse Parties, Mirion and GSAH prior to the Closing.
 
  •  
Prior to the Closing, GSAH will file an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware in the form agreed by the parties to the Business Combination Agreement.

 
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  •  
Concurrently with the Closing, GSAH shall cause the existing Registration Rights Agreement, dated June 29, 2020, to be amended and restated in the form of the Amended and Restated Registration Rights Agreement agreed by the parties to the Business Combination Agreement.
 
  •  
GSAH will use reasonable best efforts to ensure that it remains listed as a public company, and that shares of Class A common stock of GSAH remain listed, on the NYSE.
 
  •  
GSAH shall use reasonable best efforts to keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable law.
 
  •  
Unless otherwise approved in writing by Mirion and the Charterhouse Parties, GSAH will not permit any material amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the Subscription Agreements in any manner adverse to Mirion or the Charterhouse Parties. GSAH will use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the PIPE Subscription Agreements to cause the PIPE Investors to pay the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms.
 
  •  
Unless otherwise approved in writing by Mirion and the Charterhouse Parties, GSAH will not permit any material amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacement or termination of, the Backstop Agreement in any manner adverse to Mirion or the Charterhouse Parties.
 
  •  
Upon the satisfaction (or waiver by GSAH) of the conditions set forth in Article 11 of the Business Combination Agreement, and in accordance with and pursuant to the Trust Agreement at the Closing, (A) GSAH will cause the documents, opinions and notices required to be delivered to the trustee pursuant to the Trust Agreement to be so delivered and (B) GSAH will make arrangements to cause the trustee to (1) pay as and when due all amounts payable to all holders, as of the date of the Business Combination Agreement, of Class A common stock and Class B common stock of GSAH who shall have previously validly elected to redeem their shares pursuant to a redemption of such stockholders shares and (2) promptly thereafter, pay all remaining amounts then available in the Trust Account in accordance with the Business Combination Agreement and the Trust Agreement.
 
  •  
GSAH will use its reasonable best efforts to, and will cause its respective representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the debt financing as may be reasonably requested by Mirion that is necessary or customary for financings of the type contemplated by the debt commitment letter.
 
  •  
Subject to certain limitations, GSAH agrees to take all steps necessary or advisable to eliminate impediments under any antitrust, competition, or other applicable law (including mitigation measures imposed by CFIUS, ITAR or MINEFI) that are asserted by any governmental authority or any other party having jurisdiction over the transactions contemplated by the Business Combination Agreement.
 
  •  
GSAH will not take, nor will it permit any of its affiliates or representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person or entity, concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination.

 
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Joint Covenants
 
  •  
GSAH, the Sellers and Mirion will use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable under applicable law to consummate the transactions contemplated by the Business Combination Agreement.
 
  •  
The Sellers, GSAH and Mirion will cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any governmental authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by the Business Combination Agreement and (ii) in using their respective reasonable best efforts to take such actions or make any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.
 
  •  
The parties to the Business Combination Agreement will negotiate in good faith to establish a directors’ and officers’ liability insurance policy, to be in place as of the Closing, that includes full prior acts coverage and continuity.
 
  •  
The parties to the Business Combination Agreement will consult with each other before issuing any press release or making any public statement with respect to the Business Combination Agreement or the transactions contemplated thereby and will not issue any such press release or make any such public statement prior to such consultation.
 
  •  
Each party to the Business Combination Agreement shall give prompt notice to the other parties of (a) certain actions or investigations; (b) the occurrence or
non-occurrence
of any event whose occurrence or
non-occurrence,
as the case may be, could reasonably be expected to cause any condition set forth in Section 11.02 or Section 11.03 of the Business Combination Agreement not to be satisfied at any time from the date the Business Combination Agreement to the Closing; (c) any notice or other communication from any third-party alleging that the consent of such third-party is or may be required in connection with the transactions contemplated by the Business Combination Agreement; and (d) any regulatory notice, report or results of inspection from a governmental authority in respect of the transactions contemplated by the Business Combination Agreement.
Survival of Representations, Warranties and Covenants; No Indemnification
None of the representations, warranties, covenants and agreements in the Business Combination Agreement or in any instrument, document or certificate delivered pursuant to the Business Combination Agreement survive the Closing, except for those covenants and agreements contained therein which by their terms expressly apply in whole or in part after the Closing and then only to such extent until such covenants and agreements have been fully performed. Neither Mirion nor the Sellers will have any indemnification obligations pursuant to the Business Combination Agreement. None of the foregoing will limit the rights of GSAH to pursue recoveries under any buyer-side representations and warranties insurance policy.
Termination
The Business Combination Agreement may be terminated at any time prior to the Closing as follows:
 
  •  
by mutual written agreement of GSAH, Mirion and the Charterhouse Parties;
 
  •  
by GSAH, on the one hand, and Mirion and the Charterhouse Parties, on the other hand, if the Closing has not been consummated on or before November 30, 2021 (as may be extended under the Business Combination Agreement, or by mutual agreement of the parties, the “
End Date
”); provided, however, that if the conditions specified in Sections 11.01(b) and 11.01(c) of the Business Combination Agreement have not been satisfied by November 30, 2021, either GSAH, on the one hand, or Mirion

 
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and the Charterhouse Parties, on the other hand, may by written notice to the other party, extend the End Date to January 31, 2022; provided, further however, that if, following such extension of the End Date, the conditions specified in Sections 11.01(b) and 11.01(c) of the Business Combination Agreement have not been satisfied by January 31, 2022 because of a failure to receive the specified approval or approvals noted on Section 11.01(c) of the Company Disclosure Schedule, either GSAH, on the one hand, or Mirion and the Charterhouse Parties, on the other hand, may by written notice to the other party, extend the End Date to March 31, 2022;
 
  •  
by written notice from either Mirion and the Charterhouse Parties, on the one hand, or GSAH, on the other hand, to the other(s) if consummation of the transactions contemplated by the Business Combination Agreement would violate any nonappealable final order, decree or judgment of any court or governmental authority having competent jurisdiction;
 
  •  
by written notice to Mirion and the Charterhouse Parties from GSAH if there is any breach of any representation, warranty or covenant on the part of Mirion or the Sellers set forth in the Business Combination Agreement, such that the conditions specified in Sections 11.02(a), 11.02(b) and 11.02(c) of the Business Combination Agreement would not be satisfied at the Closing, subject to applicable cure periods as specified in the Business Combination Agreement;
 
  •  
by written notice to GSAH from Mirion and the Charterhouse Parties if there is any breach of any representation, warranty or covenant on the part of GSAH set forth the Business Combination Agreement, such that the conditions specified in Sections 11.03(a) and 11.03(b) of the Business Combination Agreement would not be satisfied at the Closing, subject to applicable cure periods as specified in the Business Combination Agreement;
 
  •  
by written notice from either Mirion and the Charterhouse Parties, on the one hand, GSAH, on the other hand, to the other(s) if the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Class A Common Stock Proposal and the Adjournment Proposal by the required vote of GSAH’s stockholders is not obtained; or
 
  •  
by written notice from either Mirion and the Charterhouse Parties, on the one hand, or GSAH, on the other hand, to the other(s) if the Minimum Cash Condition is incapable of being satisfied and Mirion and the Charterhouse Parties have not waived the Minimum Cash Condition within fifteen (15) Business Days of receipt by Mirion and the Charterhouse Parties of a written notice from GSAH that the Minimum Cash Condition has not been satisfied and is incapable of being satisfied.
If the Business Combination Agreement is terminated, the Business Combination Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, shareholders, stockholders, directors, officers, employees, agents, consultants or representatives to the other parties to the Business Combination Agreement; provided that if such termination shall result from (i) fraud, (ii) the knowing and willful failure of a party to fulfill a condition to the performance of the obligations of the other party, (iii) the knowing and willful failure of a party to perform a covenant of the Business Combination Agreement or (iv) the knowing and willful breach by a party thereto of any representation or warranty or agreement contained herein, such party will, subject to the terms of the Business Combination Agreement, be fully liable for any and all losses, damages, claims, costs or expenses incurred or suffered by the other parties as a result of such failure or breach.
Amendments
Any provision of the Business Combination Agreement may be amended if such amendment is in writing and is signed by each of Mirion, GSAH and the Charterhouse Parties, on behalf of the Sellers.


 
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Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement. For additional information, see “
Proposal No.
 1—Approval of the Business Combination—Related Agreements
.”
Amended and Restated Sponsor Agreement
In connection with the execution of the Agreement, the Company amended and restated that certain letter, dated June 29, 2020, by and among the Company, the Sponsor, GSAM Holdings and GS Employee Participation (collectively, the “
Insiders
”), pursuant to which, among other things, the Company and the Insiders agreed (i) to vote any shares of the Company’s securities in favor of the Business Combination and other Business Combination proposals, (ii) not to redeem any shares of the GSAH Class A common stock or the founder shares, in connection with the optional stockholder redemption, (iii) not to transfer any founder shares until the earlier of (x) the one year anniversary of the Closing Date and (y) the day following the trading date when the last reported sale price of the GSAH Class A common stock first equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period commencing at least 150 days after the Closing Date, subject to the clear market provisions in the Amended and Restated Registration Rights Agreement, (iv) not to transfer any shares issued to GSAM Holdings as part of the PIPE Investment if such shares are retained by GSAM Holdings or its affiliates (but, for the avoidance of doubt, not if distributed to GSAM Holdings’ or its permitted transferees’ employees, investment partners or clients) for a period of 180 days after the Closing, subject to the clear market provisions in the Amended and Restated Registration Rights Agreement, and (v) to be bound to certain other obligations as described in the Amended and Restated Sponsor Agreement.
Additionally, the founder shares will be subject to vesting in three equal tranches, based on the volume weighted average price of the GSAH Class A common stock being greater than or equal to $12.00, $14.00 and $16.00, respectively, per share for any 20 trading days in any 30 consecutive trading day period. Such founder shares will be forfeited to the Company for no consideration if they fail to vest within five years of the Closing. The Sponsor has issued membership interests intended to be treated as profits interests for U.S. income tax purposes to each of Lawrence D. Kingsley, who will serve as Chairman of the Board of the Company when the Business Combination closes, Thomas Logan, Chief Executive Officer of Mirion, and Brian Schopfer, Chief Financial Officer of Mirion, whereby such individuals will have an indirect interest in the founder shares held by the Sponsor, subject to vesting upon the satisfaction of service, performance and other conditions, including the Closing.
Each of the holders of the founder shares have agreed to waive the anti-dilution adjustments provided for in the Company’s Amended and Restated Certificate of Incorporation applicable to the founder shares in connection with the Business Combination, including the PIPE Investment. As a result of such waiver, the 18,750,000 founder shares will automatically convert into shares of the GSAH Class A common stock on a
one-for-one
basis upon the consummation of the Business Combination.
The foregoing description of the Amended and Restated Sponsor Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amended and Restated Sponsor Agreement, a copy of which is attached hereto as Annex D and is incorporated herein by reference.
Subscription Agreements
Concurrently with the execution of the Agreement, the Company entered into Subscription Agreements with the PIPE Investors, pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have


 
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collectively subscribed for 90,000,000 shares of the GSAH Class A common stock for an aggregate purchase price equal to $900,000,000. The PIPE Investment will be consummated substantially concurrently with the Closing.
The Subscription Agreements for the PIPE Investors (other than GSAM Holdings, 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, and use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (x) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” such registration statement) following the Closing and (y) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review. Such registration statement is required to be kept effective until the earliest of (i) the date the PIPE Shares thereunder have been sold by the
non-GSAM
PIPE Investors, (ii) the date the PIPE Shares may be sold without restrictions under Rule 144 under the Securities Act, including without limitation, any volume and manner of sale restrictions that may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and (iii) three years after effectiveness of such registration statement.
The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms; (ii) upon the mutual written agreement of the parties to such Subscription Agreement; (iii) the conditions contained in the Subscription Agreement not being satisfied or waived prior to the Closing; and (iv) the first anniversary of the date of the Subscription Agreement if the closing pursuant to the Subscription Agreement has not yet occurred.
The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Subscription Agreement, a copy of which is attached hereto as Annex E and is incorporated herein by reference.
Amended and Restated Registration Rights Agreement
At the Closing, the Company will enter into the Amended and Restated Registration Rights Agreement with the GS Holders and the Sellers (collectively, with each other person who has executed and delivered a joinder thereto, the “
RRA Parties
”), pursuant to which the RRA Parties will be entitled to registration rights in respect of certain shares of the GSAH Class A common stock and certain other equity securities of the Company that are held by the RRA Parties from time to time.
The Amended and Restated Registration Rights Agreement provides that the Company will use commercially reasonable efforts to file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale of certain shares of the GSAH Class A common stock and certain other equity securities of the Company held by the RRA Parties as soon as reasonably practicable but no later than 30 calendar days following the consummation of the Business Combination and use its commercially reasonably efforts to have such shelf registration statement declared effective as soon as reasonably practicable after the filing thereof and no later than the earlier of (x) the 90th calendar day following the filing date if the SEC notifies the Company that it will “review” such shelf registration statement and (y) the 10th business day after the date the Company is notified in writing by the SEC that such shelf registration statement will not be “reviewed” or will not be subject to further review.
Each of (i) the Charterhouse Parties, (ii) the GS Holders or (iii) the holders of at least thirty percent (30%) in interest of the then outstanding registrable securities (each of (i), (ii) or (iii), the “
Demanding Holders
”) will be

 
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entitled to demand registration rights in connection with an underwritten offering. The Charterhouse Parties have an exclusive right for a
90-day
period beginning on the 181st day after the Closing (the “
Charterhouse Demand Period
”) to exercise a single demand right. The Demanding Holders will be, at any time and from time to time on or after the date the Charterhouse Demand Period ends, entitled to demand registrations of all or part of their registrable securities. Such demand registrations are subject to certain offering thresholds, applicable
lock-up
restrictions and certain other conditions.
In addition, the RRA Parties have certain “piggy-back” registration rights. The Amended and Restated Registration Rights Agreement includes customary indemnification and confidentiality provisions. The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Amended and Restated Registration Rights Agreement.
The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Amended and Restated Registration Rights Agreement, a copy of which is attached hereto as Annex F and is incorporated herein by reference.
Backstop Agreement
In connection with the execution of the Agreement, GSAM Holdings and the Company have entered into the Backstop Agreement pursuant to which GSAM Holdings has committed to purchase from the Company up to 12,500,000 shares of the GSAH Class A common stock at a price per share equal to $10.00 immediately prior to (and contingent upon) the Closing, solely to the extent necessary to fund any valid redemptions by the Company’s stockholders that results in the Cash Shortfall being greater than zero dollars, contingent upon the terms and subject to the conditions set forth in the Backstop Agreement.
The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Backstop Agreement, a copy of which is attached hereto as Annex G and is incorporated herein by reference.
Option Agreement
In connection with the execution of the Agreement, at the Closing, GSAM Holdings and certain of the Sellers will enter into the Option Agreement pursuant to which such Sellers will agree to, at the option of GSAM Holdings and subject to there being a partial exercise of the Backstop Agreement as described above, sell to GSAM Holdings up to 12,500,000 shares of the GSAH Class A common stock to be received by such Sellers pursuant to the Business Combination Agreement at the Closing at a price per share equal to $10.00 in cash, on the terms and subject to the conditions set forth in the Option Agreement. In the event there are sufficient redemptions of public shares such that there is a Cash Shortfall, the Company may exercise its rights under the Backstop Agreement to require GSAM Holdings to purchase up to 12,500,000 shares of GSAH Class A common stock to cover such Cash Shortfall as described above. If the Company exercises its rights under the Backstop Agreement for less than 12,500,000 shares of GSAH Class A common stock, GSAM Holdings has the right, but not the obligation, under the Option Agreement to purchase up to the difference of 12,500,000 shares of GSAH Class A common stock and the amount of shares purchased under the Backstop Agreement from the Sellers party to the Option Agreement.
The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Option Agreement, a copy of which is attached hereto as Annex H and is incorporated herein by reference.

 
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Ownership of the Company Following the Business Combination
As of June 30, 2021, there were 93,750,000 shares of GSAH common stock outstanding, which includes the 18,750,000 founder shares held by the GS Sponsor and the 75,000,000 public shares. As of June 30, 2021, there were outstanding warrants to purchase an aggregate of 27,250,000 shares of GSAH common stock, which includes 8,500,000 private placement warrants held by the Sponsor and approximately 18,750,000 public warrants. Therefore, as of June 30, 2021 (without giving effect to the Business Combination), our fully diluted share capital would be approximately 121,000,000 shares of GSAH common stock.
It is anticipated that, upon completion of the Business Combination:
 
  •  
the PIPE Investors (including GSAM Holdings, assuming no syndication of its subscription) will own approximately 44% of the outstanding GSAH common stock;
 
  •  
our public stockholders will own approximately 37% of the outstanding GSAH common stock;
 
  •  
the Sellers, other than current members of Mirion management, will own approximately 15% of outstanding GSAH common stock;
 
  •  
Sellers who are current members of Mirion management will own approximately 4% of the outstanding GSAH common stock; and
 
  •  
the GS Sponsor will own 0% of the outstanding GSAH common stock (assuming, for this purpose, that none of the founder shares’ performance vesting conditions have been satisfied at the time of completion of the Business Combination). Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares.
These levels of ownership interest (i) assume that no public shares are elected to be redeemed in connection with the Business Combination, (ii) exclude the 18,750,000 outstanding founder shares held by the GS Sponsor (all of which are subject to the performance vesting conditions and forfeiture as described herein), (iii) assume no exercise of any warrants to purchase Class A common stock that will remain outstanding immediately following the Business Combination, (iv) exclude the issuance of any shares under the Incentive Plan following the Business Combination and (v) assume that only members of Mirion’s management team will elect to receive shares of GSAH Class B common stock and that the other Sellers receiving shares of GSAH common stock will elect to receive shares of GSAH Class A common stock. The consideration to be paid to the Mirion Sellers in connection with the Business Combination is allocated first in respect of the PIK Notes and second in respect of the Existing Mirion Shares. The PIK Notes accrue payment-in-kind (PIK) interest daily at a rate of 11.5% annually (the Shareholder Notes accrue PIK interest daily at a rate of 11.5% annually (other than a $70 million tranche that accrues interest at a rate of 6.0% annually until October 1, 2021 and then accrues interest at a rate of 11.5% annually) with the interest added to the outstanding principal amount on December 31 of each year in arrears and the Management Notes accrue PIK interest daily at a rate of 11.5% annually with half of such annual amount added to the outstanding principal amount on December 31 of each year in arrears while the remaining half is payable in cash on December 31 of each year). The PIK Notes are contemplated to be acquired by GSAH at the Closing for a price equal to the full outstanding principal amount together with all accrued but unpaid interest up to but excluding the Closing Date using a portion of the Business Combination consideration. In connection with the Closing, GSAH will contribute the PIK Notes to Mirion Topco and then the PIK Notes will be extinguished in full. See “C
ertain Relationships and Related Persons Transactions—Mirion’s Related Person Transactions—Shareholder Notes
.” Accordingly, as the amount of accrued and unpaid interest from the PIK Notes increases, the holders of the PIK Notes will receive more of the Business Combination consideration as compared to the holders of the Existing Mirion Shares. Mirion Sellers (excluding members of Mirion

 
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management) hold significantly more of the outstanding principal amount of the PIK Notes than members of Mirion management and, accordingly, Mirion Sellers (excluding members of Mirion management) will receive proportionally more of the Business Combination consideration than members of Mirion management over time as the PIK Notes accrue additional unpaid interest. This has the effect over time of increasing the number of shares of GSAH Class A common stock to be issued to the Mirion Sellers (excluding members of Mirion management) and reducing the number of shares of GSAH Class B common stock that will be issued to Mirion management (there is no incremental dilution to Public Stockholders). For purposes of the ownership levels described herein, we have assumed an amount of principal and interest of the PIK Notes as if the Closing Date will be October 31, 2021, but for all other purposes have assumed the Closing Date will be June 30, 2021.
If the actual facts are different from these assumptions, the above levels of ownership interest will be different.
The founder shares are subject to vesting in three equal tranches, based on the volume-weighted average price of the Company’s GSAH Class A common stock being greater than or equal to $12.00, $14.00 and $16.00 per share for any 20 trading days in any 30 consecutive trading day period. Vesting of the founder shares will be accelerated upon certain sale events based on the per share price of the GSAH Class A common stock in such sale event. Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares. The founder shares will be forfeited to the Company for no consideration if they fail to vest within five years of the closing of the Business Combination.
In conjunction with the Business Combination Agreement, the Sponsor issued 3,200,000 membership interests to Thomas Logan, the Chief Executive Officer of Mirion, 700,000 membership interests to Brian Schopfer, the Chief Financial Officer of Mirion, and 4,200,000 membership interests to Lawrence Kingsley, who is expected to be Chairman of the Board of New Mirion. These Profits Interests are intended to be treated as profits interests for U.S. income tax purposes, pursuant to which Messrs. Logan, Schopfer and Kingsley 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. See “
Certain Relationships and Related Persons Transactions—Mirion’s Related Person Transactions—Profits Interests
.”
In addition, we expect that the Sellers who are current members of Mirion’s management team will elect to receive shares of GSAH Class B common stock of the Company that will have voting rights but no economic interest in the Company, paired with shares of IntermediateCo Class B common stock (non-voting) of a newly formed subsidiary (IntermediateCo) of GSAH. The share calculations assume that only members of Mirion’s management team will elect to receive shares of GSAH Class B common stock and that the other Sellers receiving shares of GSAH common stock will elect to receive shares of GSAH Class A common stock.

 
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The following table illustrates varying ownership levels in New Mirion (as a percentage of outstanding common stock) immediately following the consummation of the Business Combination based on the assumptions above plus a “maximum redemption ” scenario which assumes the maximum number of shares of GSAH Class A common stock are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation along with the proceeds from the PIPE Investment are sufficient to fund the Minimum Cash Condition.
 
     Pro Forma Class A Share Ownership in the Company  
     No Redemptions     Maximum Redemptions 
(1)
  
     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		  
PIPE Investors
(2)
      90.0        44 %      90.0        50 % 
Public Stockholders
      75.0        37 %      38.2        21 % 
Mirion Sellers (excluding Mirion Management) 
(3)
      30.0        15 %      30.0        17 % 
GS Sponsor
(4)
      —          0 %      —          0 % 
GS Backstop
(5)
      —          0 %      12.5        7 % 
 
     Pro Forma Class B Share Ownership in the Company  
     No Redemptions     Maximum Redemptions  
     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		  
Mirion Management
(3)
      9.0        4 %      9.0        5 % 
 
(1)
Assumes that approximately 36.8 million public shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination in order to satisfy the related Minimum Cash Condition contained in the Business Combination Agreement) are redeemed in connection with the Business Combination.
(2)
Includes 20 million GSAH Class A shares subscribed for by GSAM Holdings, assuming no syndication of its subscription.
(3)
Mirion Sellers have the option of receiving either shares of GSAH Class A common stock or Paired Interests at closing. We have assumed that all Mirion Sellers with the exception of members of Mirion management will elect to receive GSAH Class A common stock.
(4)
Excludes 18,750,000 founder shares that convert from shares of GSAH Class B common stock to shares of GSAH Class A common stock upon the closing of the Business Combination and are subject to certain vesting and forfeiture conditions described above.
(5)
Neither the Backstop Agreement nor the Option Agreement is exercisable in the no redemptions scenario because there will not be a Cash Shortfall. The maximum redemptions scenario assumes there is a Cash Shortfall such that GSAM Holdings will purchase 12,500,000 shares of GSAH Class A common stock from GSAH under the Backstop Agreement. If GSAH exercises its rights under the Backstop Agreement for less than 12,500,000 shares of GSAH Class A common stock, GSAM Holdings has the right, but not the obligation, under the Option Agreement to purchase from the Mirion Sellers party to the Option Agreement up to the difference of 12,500,000 shares of GSAH Class A common stock and the amount of shares purchased under the Backstop Agreement. The Option Agreement is not exercisable in the maximum redemptions scenario because this scenario assumes the Backstop Agreement is exercised in full and the Option Agreement is only exercisable if the Backstop Agreement is exercised for less than 12,500,000 shares of GSAH Class A common stock. See “
Summary of the Proxy Statement/Prospectus—Related Agreements—Backstop Agreement” and “Summary of the Proxy Statement/Prospectus—Related Agreements—Option Agreement.
”

 
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In the event that more than approximately 36.8 million public shares are redeemed and Mirion and the Charterhouse Parties waive the Minimum Cash Condition, Cash Consideration will be reduced by $10.00 for each additional redemption and additional shares of GSAH common stock will be issued to the Sellers at an assumed value of $10.00 per share in lieu thereof.
The following summarizes the pro forma GSAH Class A and GSAH Class B common stock ownership (as a percentage of outstanding common stock) under a scenario where 100% of the outstanding public shares were redeemed:
 
     Pro Forma Class A Share
Ownership in the Company		  
     100% Redemptions  
     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		  
PIPE Investors
(1)
      90.0        50 % 
Public Stockholders
      —          0 % 
Mirion Sellers (excluding Mirion Management) 
(2)
      68.0        38 % 
GS Sponsor
(3)
      —          0 % 
GS Backstop
(4)
      12.5        7 % 
 
     Pro Forma Class B Share
Ownership in the Company		  
     100% Redemptions  
     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		  
Mirion Management
(2)
      9.1        5 % 
 
(1)
Includes 20 million GSAH Class A shares subscribed for by GSAM Holdings, assuming no syndication of its subscription.
(2)
Mirion Sellers have the option of receiving either shares of GSAH Class A common stock or Paired Interests at closing. We have assumed that all Mirion Sellers with the exception of members of management will elect to receive GSAH Class A shares.
(3)
Excludes 18,750,000 founder shares that convert from shares of GSAH Class B common stock to shares of GSAH Class A common stock upon the closing of the Business Combination and are subject to certain vesting and forfeiture conditions described below. Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares.
(4)
The 100% redemptions scenario assumes there is a Cash Shortfall such that GSAM Holdings will purchase 12,500,000 shares of GSAH Class A common stock under the Backstop Agreement. The Option Agreement is not exercisable in the 100% redemptions scenario because this scenario assumes the Backstop Agreement is exercised in full and the Option Agreement is only exercisable if the Backstop Agreement is exercised for less than 12,500,000 shares of GSAH Class A common stock. See “
Summary of the Proxy Statement/Prospectus—Related Agreements—Backstop Agreement” and “Summary of the Proxy Statement/Prospectus—Related Agreements—Option Agreement
.”
For more information, see “
Unaudited Pro Forma Condensed Combined Financial Information
.”

 
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Date, Time and Place of the Special Meeting of GSAH’s Stockholders
The Special Meeting will be held via live webcast on [●] at [●]:00 a.m. [Eastern Time], or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The special meeting can be accessed by visiting [●], where you will be able to listen to the meeting live and vote during the meeting.
Voting Power; Record Date
GSAH stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of Common Stock at the close of business on [●], 2021 which is the “record date” for the Special Meeting. Stockholders are entitled to one vote on each proposal presented at the Special Meeting for each share of our common stock held of record as of [●], 2021 the record date for the Special Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. GSAH’s warrants do not have voting rights with respect to the proposals to be presented at the Special Meeting. As of the close of business on the record date, there were [●] outstanding shares of our common stock.
Proposals to be Put to the Stockholders of GSAH at the Special Meeting
In addition to the Business Combination Proposal, our stockholders will be asked to consider and vote upon the following proposals at the Special Meeting:
NYSE Proposal
Assuming the Business Combination Proposal is approved, our stockholders will also be asked to consider and approve, for purposes of complying with applicable listing rules of the NYSE, (a) the issuance of more than 20% of the Company’s outstanding Class A common stock in connection with the Business Combination, including the PIPE Investment, and (b) the issuance of shares of the GSAH Class A common stock and the GSAH Class B common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Business Combination. For further details, see “
Proposal No. 2—The NYSE Proposal
.”
Charter Proposal
Assuming the Business Combination Proposal and the NYSE Proposal are approved, our stockholders will also be asked to consider and act upon a proposal relating to adopting the New Mirion Charter in the form attached hereto as Annex B, which, if approved, would take effect upon the closing of the Business Combination. For further details, see “
Proposal No. 3—The Charter Proposal.
”
Governance Proposal
Assuming the Business Combination Proposal, the Charter Proposal and the NYSE Proposal are approved, our stockholders will also be asked to consider and approve, on a
non-binding
advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with SEC requirements, which, if approved, would take effect upon the closing of the Business Combination. For further details, see “
Proposal No. 4—The Governance Proposal.
”
Director Election Proposal
Assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved, our stockholders will also be asked to consider and vote upon a proposal to elect nine directors to serve, effective

 
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upon the closing of the Business Combination, with each director on our Board having a term that expires at the post-business combination company’s annual meeting of stockholders in 2022, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. For further details, see “
Proposal No. 5—The Director Election Proposal.
”
Incentive Plan Proposal
Assuming the Business Combination Proposal, the NYSE Proposal, the Charter Proposal and the Director Election Proposal are approved, our stockholders will also be asked to consider and vote upon a proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan. For further details, see “
Proposal No. 6—The Incentive Plan Proposal.
”
Class A Common Stock Proposal
Assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved, our stockholders will also be asked to consider and vote upon a proposal to increase the total number of authorized shares of GSAH Class A common stock from 500,000,000 to 2,000,000,000, which, if approved, would take effect upon the closing of the Business Combination. For further details, see “
Proposal No. 7—The Class A Common Stock Proposal
.”
Adjournment Proposal
Our Board may ask our stockholders to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting. For further details, see “
Proposal No. 8—The Adjournment Proposal
.”
Quorum and Required Vote for proposals at the Special Meeting
A majority of the outstanding shares of our common stock entitled to vote as of the record date at the Special Meeting must be present, by attending the Special Meeting via the virtual meeting website or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum but a broker
non-vote
will not. Our Initial Stockholders, who currently own approximately 20% of our outstanding shares of Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. Based on the number of outstanding shares of our common stock as of the record date for the Special Meeting, [●] shares of our common stock will be required to achieve a quorum at the Special Meeting.
The Sponsor and GS Employee Participation have each agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the Special Meeting. As of the date of this proxy statement/prospectus, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.
The proposals presented at the Special Meeting require the following votes:
 
•  
Business Combination Proposal:
The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. Generally, only votes “FOR” or “AGAINST” are considered to be

 
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votes cast. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to the Business Combination Proposal will have no effect on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Business Combination Proposal.
 
•  
NYSE Proposal:
The approval of the NYSE Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of our outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. A Company stockholder’s failure to vote by proxy or to vote during the Special Meeting and a broker
non-vote
with regard to the NYSE Proposal will have no effect on the NYSE Proposal. The NYSE considers abstentions to be votes cast and included in the number of shares of which a majority is required to vote in favor. Accordingly, abstentions will have the same effect as a vote “AGAINST” the NYSE Proposal.
 
•  
Charter Proposal:
The approval of the Charter Proposal requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to the Charter Proposal will have the same effect as a vote “AGAINST” the Charter Proposal.
 
•  
Governance Proposal
: The approval of the Governance Proposal will require the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to the Governance Proposal, will have no effect on the Governance Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Governance Proposal.
 
•  
Director Election Proposal:
Directors are elected by a plurality of all of the votes cast by holders of shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. This means that the nine director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions and broker
non-votes
will have no effect on the election of directors.
 
•  
Incentive Plan Proposal:
The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. A Company stockholder’s failure to vote by proxy or to vote during the Special Meeting and a broker
non-vote
with regard to the Incentive Plan Proposal will have no effect on the Incentive Plan Proposal. The NYSE considers abstentions to be votes cast and included in the number of shares of which a majority is required to vote in favor. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Incentive Plan Proposal.
 
•  
Class A Common Stock Proposal:
The approval of the Class A Common Stock Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Class A common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Class A Common Stock Proposal will have the same effect as a vote “AGAINST” the Class A Common Stock Proposal.
 
•  
Adjournment Proposal:
The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented at the special

 
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meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. Generally, only votes “FOR” or “AGAINST” are considered to be votes cast. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.
Redemption Rights
Pursuant to the GSAH Certificate of Incorporation, a public stockholder may request that we redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
 
(1)
(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;
 
(2)
prior to 5:00 p.m. Eastern Time on [●], 2021 (two business days before the scheduled date of the Special Meeting) submit a written request to Continental Stock Transfer & Trust Company, N.A., our transfer agent, that we redeem all or a portion of your public shares for cash, affirmatively certifying in your request if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in
Section 13d-3
of the Exchange Act) with any other stockholder with respect to shares of our common stock; and
 
(3)
deliver your public shares either physically or electronically through DTC’s DWAC system to our transfer agent.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on [
●
], 2021 (two business days before the scheduled date of the Special Meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.
Public stockholders may elect to redeem their public
shares even if they vote “for” the Business Combination Proposal or any other proposal.
If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, bank or other nominee. If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds, including timely delivering its shares to our transfer agent, we will redeem such public shares for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). For illustrative purposes, as of [●], this would have amounted to approximately $[●] per outstanding public share. If a public stockholder properly exercises its redemption rights in full, then it will be electing to exchange all of its public shares for cash and will not own any public shares of the post-business combination company. See “
Special Meeting of GSAH Stockholders—Redemption Rights
” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to

 
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redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. In addition, pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001. In such case, we would not proceed with the redemption of our public shares and the Business Combination, and instead may search for an alternate initial business combination.
The Sponsor and GS Employee Participation have agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the Special Meeting. As of the date of this proxy statement/prospectus, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.
Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination.
Appraisal Rights
Neither our stockholders nor our warrant holders have appraisal rights in connection with the Business Combination under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. GSAH has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies.
If a stockholder grants a proxy, it may still vote its shares at the special meeting by attendance via the virtual meeting website if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “
Questions and Answers About the Proposals for our Stockholders—May I change my vote after I have mailed my signed proxy card?
”
Interests of Goldman Sachs Parties and Certain Other Persons in the Business Combination
When you consider the recommendation of our Board in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor and our directors have interests in such proposal that are different from, or in addition to, those of our stockholders and warrant holders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Business Combination Proposal. GSAH stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:
 
  •  
If we do not consummate a business combination by July 2, 2022 (or if such date is extended at a duly called meeting of our stockholders, such later date), we would (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the 18,750,000 shares of Class B

 
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common stock owned by our Initial Stockholders, including the Sponsor, would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because the Sponsor and each of our officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 8,500,000 private placement warrants that the Sponsor paid $17 million for will expire worthless. The [-] shares of Class A common stock that the Initial Stockholders will hold following the Business Combination, if unrestricted and freely tradable, would have had aggregate market value of approximately $[-] million based upon the closing price of $[-] per share of Class A common stock on the NYSE on [-], 2021, the most recent practicable date prior to the date of this proxy statement. Given such shares of our common stock will be subject to certain restrictions, we believe such shares have less value. The [-] private placement warrants that the Sponsor will hold following the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $[-] million based upon the closing price of $[-] per warrant on the NYSE on [-], 2021, the most recent practicable date prior to the date of this proxy statement. See the section titled “
Proposal No. 1—Approval of the Business Combination—Interests of
Goldman Sachs Parties and Certain Other Persons in the Business Combination
” for further information on implied ownership levels by and returns to the GSAH stockholders (including the Sponsor) at various prices.
 
  •  
Our existing management team members and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Business Combination Agreement.
 
  •  
In order to protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below: (1) $10.00 per public share; or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.
 
  •  
Upon completion of the Business Combination, an aggregate amount of approximately $33,000,000 in deferred underwriting discount, advisory fees and placement agent fees, will be payable to Goldman Sachs & Co. LLC, an affiliate of us and the Sponsor. In addition, Goldman Sachs will receive a committed financing fee of $18,400,000 in connection with the Debt Financing.
 
  •  
Tom Knott, our Chief Executive Officer, Chief Financial Officer and Secretary, is a Managing Director of Goldman Sachs and Raanan A. Agus, one of our directors, is a Participating Managing Director of Goldman Sachs.
 
  •  
Goldman Sachs Private Credit Funds, affiliates of GSAH, are a current lender to Mirion, holding $137.6 million of the USD Term Loan and €122.8 million of the EUR Term Loan under the Mirion Credit Agreement. GSAH intends to use a portion of the proceeds from the Business Combination, including the PIPE Investment, to repay the outstanding Mirion Credit Agreement and, as a result, such affiliates would receive their pro rata portion of such proceeds.
 
  •  
GSAM Holdings has subscribed for $200 million of the PIPE Investment, for which it will receive up to 20 million shares of our Class A common stock, unless it chooses to syndicate such subscription prior to Closing. See “
Proposal No. 1—Approval of the Business Combination—Related Agreements—Subscription Agreements
.”

 
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  •  
GSAM Holdings and GSAH have entered into the Backstop Agreement pursuant to which GSAM Holdings has committed to purchase from GSAH up to 12,500,000 shares of GSAH’s Class A common stock at a price per share equal to $10.00 immediately prior to (and contingent upon) the Closing, contingent upon the terms and subject to the conditions set forth in the Backstop Agreement. For additional information, see “
Proposal No. 1—Approval of the Business Combination—Related Agreements—Backstop Agreement
.”
 
  •  
GSAM Holdings and Sellers that elect to receive cash for their Existing Mirion Shares at Closing will enter into the Option Agreement, pursuant to which such Sellers will agree to, at the option of GSAM Holdings and subject to there being a partial exercise of the Backstop Agreement, sell to GSAM Holdings up to 12,500,000 shares of the GSAH Class A common stock to be received by such Sellers pursuant to the Business Combination Agreement at the Closing at a price per share equal to $10.00 in cash, on the terms and subject to the conditions set forth in the Option Agreement, see “
Proposal No. 1—Approval of the Business Combination—Related Agreements—Option Agreement
.”
 
  •  
Pursuant to the Amended and Restated Registration Rights Agreement, the Sponsor, GS Employee Participation and GSAM Holdings will have customary registration rights, including demand and piggy-back rights, subject to cooperation and
cut-back
provisions with respect to the shares of Class A common stock and warrants held by such parties. See “
Proposal No. 1—Approval of the Business Combination—Related Agreements—Amended and Restated Registration Rights Agreement
.”
 
  •  
The GS Director Nomination Agreement will grant the Sponsor the ongoing right (but not the obligation) to appoint or nominate to the Board of Directors two (2) individuals, or the GS Sponsor Directors, to serve as director of New Mirion.
 
  •  
The Sponsor and GS Employee Participation have agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the Special Meeting. See “
Proposal No. 1—Approval of the Business Combination—Related Agreements—
Amended and Restated Sponsor Agreement
.” As of the date of this proxy statement, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.
The existence of financial and personal interests of one or more of GSAH’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of GSAH and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See “
Proposal No. 1—Approval of the Business Combination—
Interests of Goldman Sachs Parties and Certain Other Persons in the Business Combination
” for a further discussion of these considerations.
Recommendation to Stockholders of GSAH
GSAH’s Board of Directors believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of GSAH’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the NYSE Proposal, “FOR” the separate Charter Proposal, “FOR” the Governance Proposal, “FOR” each nominee in the Director Election Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Class A Common Stock Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.
The existence of financial and personal interests of one or more of GSAH’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of GSAH and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “
Proposal No. 1—Approval of the Business Combination—Interests of Goldman Sachs Parties and Certain Other Persons in the Business Combination
” for a further discussion of these considerations.

 
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Sources and Uses of Funds for the Business Combination
The following tables summarize the sources and uses for funding the Business Combination assuming a June 30, 2021 Closing Date, and assume (i) for the “no redemptions” scenario that no public stockholders exercise their redemption rights in connection with the Business Combination and (ii) for the “maximum redemptions” scenario that approximately 36.8 million public shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination in order to satisfy the Minimum Cash Condition) are redeemed in connection with the Business Combination.
 
    
Assuming
No
Redemptions
     
Assuming
Maximum
Redemptions
  
Sources
:
      
Cash inflow from PIPE Investment
(1)
    $ 900.0      $ 900.0  
Cash inflow from the Company’s trust account
      750.0        750.0  
Cash inflow from new debt
(2)
      830.0        830.0  
Cash inflow from balance sheet
      102.0        102.0  
Cash inflow from GS backstop
(3)
      —          125.0  
  
 
 
     
 
 
  
Total sources
    $ 2,582.0      $ 2,707.0  
  
 
 
     
 
 
  
Uses
:
      
Paydown of Mirion third-party debt
(4)
      908.7        908.7  
Payment to Sellers
(5)
      1,310.0        1,310.0  
Payment to redeeming public stockholders
(6)
      —          368.3  
Cash to balance sheet
      293.3        50.0  
Payment of seller transaction expenses
(7)
      11.7        11.7  
Payment of other transaction expenses
(8)
      58.3        58.3  
  
 
 
     
 
 
  
Total uses
    $ 2,582.0      $ 2,707.0  
  
 
 
     
 
 
  
 
(1)
Represents the issuance of 90 million shares of GSAH Class A common stock through the PIPE Investment.
(2)
Represents the assumed issuance of $830.0 million of new debt for the debt refinancing of the Mirion Existing Credit Facility. The interest rate and other terms will vary depending on a variety of factors, including the timing of the debt financing marketing and market conditions existing at such time.
(3)
Represents the cash inflow from the exercise of the option under the Backstop Agreement to require the Backstop Party to purchase up to 12.5 million shares of Class A common stock in the maximum redemption scenario and no exercise such option in the no redemption scenario.
(4)
Reflects the cash used to effect the debt refinancing under Mirion’s Existing Credit Facility.
(5)
Reflects the net cash consideration paid to or on behalf of the Mirion Sellers under the terms of the Business Combination Agreement. This includes the repayment of outstanding notes payable to the Mirion Sellers.
(6)
Reflects the maximum payment that could be made to redeeming public stockholders which would leave sufficient cash to satisfy the Minimum Cash Condition. The maximum amount of redemptions assumed is 36.8 million shares at a price of $10.00 per share.
(7)
Represents the payment of estimated seller transaction and transaction advisor fees and expenses.
(8)
Represents the payment of deferred underwriter discounts and commissions of $26.3 million and an estimated $21.9 million of other acquisition-related transaction and transaction advisor fees and expenses.
For more information, please see the sections entitled “
Unaudited Pro Forma Condensed Combined Financial Information
.”

 
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U.S. Federal Income Tax Considerations
The U.S. federal income tax consequences to a stockholder of exercising its redemption rights will depend on the particular facts and circumstances. Please see the section entitled “
Proposal No. 1—Approval of the Business
Combination—United States Federal Income Tax Considerations to Stockholders Exercising Redemption Rights
.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Expected Accounting Treatment
The Business Combination is accounted for under the scope of Financial Accounting Standards Board’s Accounting Standards Codification (“
ASC
”) Topic 805, Business Combinations (“
ASC 805
”). Pursuant to ASC 805, GSAH has been determined to be the accounting acquirer. Mirion constitutes a business in accordance with ASC 805 and the business combination constitutes a change in control. Accordingly, the business combination will be accounted for using the acquisition method. Under this method of accounting, Mirion will be treated as the “acquired” company for financial reporting purposes and the net assets of the post-business combination company will be stated at fair value, with goodwill or other intangible assets recorded.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (the “
FTC
”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“
Antitrust Division
”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a
30-day
waiting period and any extensions thereto following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted.
At any time before or after consummation of the Business Combination, notwithstanding any future expiration or termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Even following early termination or expiration of the waiting period under the HSR Act, we cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.
Additionally, under applicable laws and regulatory regimes in certain foreign jurisdictions, certain transactions may not be consummated until approval is granted or applicable waiting periods expire or terminate. The Business Combination is subject to applicable foreign direct investment (“
FDI
”) laws in certain jurisdictions, and may not be consummated until approval or expiration of the applicable waiting periods under these FDI laws, including in Finland, France, Germany and possibly the United Kingdom, and may not be completed until such approvals are obtained or the applicable waiting periods have expired.
Additional approvals relating to federal and state regulations pertaining to nuclear and radioactive materials are also required, and those approvals or actions will be sought. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Litigation Matters
On August 3, 2021, a purported stockholder of the Company sent a letter to the Board claiming that the Board is improperly denying holders of GSAH Class A common stock the right under Delaware law to a separate class

 
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vote with respect to the Company’s proposal to increase the number of authorized shares of GSAH Class A common stock in connection with the Business Combination. While the Company believes that no such separate class vote is required and that the claims and allegations in the August 3, 2021 letter are without merit, on September 3, 2021, the Company, Mirion and the Charterhouse Parties, on behalf of the Sellers, entered into Amendment No. 1 to the Business Combination Agreement, which provides, among other things, that the holders of GSAH Class A common stock shall separately vote on the proposal to increase the number of authorized shares of the Company’s Class A common stock. Approval of the Class A Common Stock Proposal is not a condition to the consummation of the Business Combination.
On August 6, 2021, Tim Holtom, a purported GSAH stockholder, filed a complaint (Case No. 654831/2021, the “Holtom Complaint”) in the Supreme Court of the State of New York, County of New York, against GSAH, and members of the GSAH Board (the “Individual Defendants”). The Holtom Complaint asserts a claim for breach of fiduciary duty against the Individual Defendants, and a claim for aiding and abetting the Individual Defendants’ breaches of their fiduciary duties against GSAH. The Holtom Complaint alleges, among other things, that the defendants committed such breaches by causing (or knowingly assisting) the dissemination of a materially incomplete and misleading Registration Statement on Form S-4 concerning the Business Combination.
The Holtom Complaint seeks, among other things, (i) to enjoin the closing of the Proposed Transaction (or, in the event the Proposed Transaction closes, rescission or damages), (ii) an order compelling the dissemination of a Registration Statement free of untrue statements of material fact and which states all material facts necessary to make the statements therein not misleading, (iii) a declaration that defendants violated their fiduciary duties, and (iv) attorneys’ fees and costs.
Emerging Growth Company
GSAH is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in GSAH’s periodic reports and proxy statement/prospectus, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. GSAH has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, GSAH, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of GSAH’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by
non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in

 
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non-convertible
debt securities during the prior three-year period. If the Business Combination is consummated, we currently anticipate losing our “emerging growth company” status at 2022 year end. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Comparison of Stockholder Rights
Following the consummation of the Business Combination, the rights of our stockholders who become New Mirion stockholders in the Business Combination will no longer be governed by the GSAH Certificate of Incorporation and instead will be governed by the New Mirion Charter and the New Mirion Bylaws. See “
Comparison of New Mirion Stockholder Rights
.”
Summary of Risk Factors
In evaluating the proposals to be presented at the Special Meeting, a stockholder should carefully consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented herein. The occurrence of one or more of the events or circumstances described in the section titled “
Risk Factors
,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. Such risks include, but are not limited to:
Risks Related to Mirion’s Business
 
  •  
Mirion’s global operations have exposed Mirion to risks associated with public health crises and epidemics/pandemics, such as
COVID-19.
 
  •  
Mirion has incurred operating losses in the past and expects to incur operating losses in the future.
 
  •  
If Mirion is unable to develop new products or enhance existing products to meet its customers’ needs and compete favorably in the market, Mirion may be unable to attract or retain customers.
 
  •  
Mirion’s sales cycles in certain end markets can be long and unpredictable.
 
  •  
Mirion’s growth plans depend in part on growth through acquisitions, and these plans involve numerous risks. If Mirion is unable to make acquisitions, or if Mirion is not successful in integrating the technologies, operations and personnel of acquired businesses or fail to realize the anticipated benefits of an acquisition, Mirion’s operations may be materially and adversely affected.
 
  •  
Mirion operates as an entrepreneurial, decentralized company, which presents both benefits and certain risks. In particular, significant growth in a decentralized operating model may put strain on certain business group resources and Mirion’s corporate functions, which could materially and adversely affect Mirion’s business, financial condition and results of operations.
 
  •  
A failure to expand Mirion’s manufacturing capacity and scale Mirion’s capabilities to manufacture new products could constrain Mirion’s ability to grow its business.
 
  •  
Mirion derives a significant portion of its revenue from international sales and Mirion’s operations in foreign countries are subject to political, economic, legal and other risks, which could materially and adversely affect Mirion’s business.
 
  •  
Mirion relies on third-party sales representatives and distributors to assist in selling Mirion’s products and services, and the failure of these representatives and distributors to perform as expected or to secure regulatory approvals in jurisdictions where they are required to do so could reduce our future sales.
 
  •  
Mirion is subject to, or may otherwise be impacted by, a variety of federal, state, local and foreign laws and regulatory regimes. Failure to comply with such laws and regulations could subject Mirion to,

 
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among other things, penalties and legal expenses which could have a material and adverse effect on Mirion’s business, or such laws and regulations could otherwise impact Mirion, directly or indirectly, in a manner that has a material and adverse effect on Mirion’s business.
Risks Related to the Business Combination and GSAH
 
  •  
The Sponsor and GS Employee Participation have each agreed to vote in favor of the Business Combination and the other proposals described herein to be presented at the Special Meeting, regardless of how our public stockholders vote.
 
  •  
Neither the GSAH Board nor any committee thereof obtained a third party valuation in determining whether or not to pursue the Business Combination.
 
  •  
Since the Sponsor and the members of GSAH’s management team have interests that are different, or in addition to (and which may conflict with), the interests of our stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate as our initial business combination. Such interests include that the Sponsor will lose its entire investment in us if our business combination is not completed.
 
  •  
The exercise of the GSAH management team’s discretion in agreeing to changes or waivers in the terms of the Business Combination Agreement, including closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in GSAH’s stockholders’ best interest.
 
  •  
GSAH and Mirion will incur significant transaction and transition costs in connection with the Business Combination.
 
  •  
The announcement of the proposed Business Combination could disrupt Mirion’s relationships with its customers, suppliers, joint venture partners and others, as well as its operating results and business generally.
 
  •  
The historical financial results of Mirion and unaudited pro forma financial information included elsewhere in this proxy statement may not be indicative of what our actual financial position or results of operations would have been.
 
  •  
We have a minimum cash requirement. This requirement may make it more difficult for us to complete the Business Combination as contemplated.
 
  •  
We have identified a material weakness in our internal control over financial reporting, and we may experience additional material weaknesses or otherwise fail to design and maintain effective internal control over financial reporting, our ability to timely and accurately report our financial condition and operating results in compliance with reporting requirements applicable for public companies in the United States could be impaired, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.
Risks Related to the Redemption
 
  •  
Public stockholders who wish to redeem their public shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the trust account.
 
  •  
There is some uncertainty regarding the U.S. federal income tax consequences to holders of our Class A common stock of exercising their redemption rights.

 
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Risks if the Business Combination Is Not Consummated
 
  •  
If we are not able to complete the Business Combination with Mirion by July 2, 2022 (or if such date is extended at a duly called meeting of stockholders, such later date) nor able to complete another initial business combination by such date, we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
 
  •  
You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or public warrants, potentially at a loss.
 
  •  
If the funds not being held in the trust account are insufficient to allow us to operate until at least July 2, 2022, we may be unable to complete our initial business combination.

 
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and the six months ended June 30, 2021 present the historical financial statements of GSAH, adjusted to reflect the Business Combination. The Company and Mirion shall collectively be referred to herein as the “Companies.” The Companies, subsequent to the Business Combination, shall be referred to herein as the “Combined Company.”
The unaudited pro forma condensed combined balance sheet as of June 30, 2021 assumes that the Business Combination was completed on June 30, 2021. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and for the six months ended June 30, 2021 give pro forma effect to the Business Combination as if it had occurred on January 1, 2020.
The Company’s fiscal year ends on December 31, whereas Mirion’s fiscal year ends June 30. Due to this difference, the unaudited pro forma condensed combined statement of operations, which we refer to as the pro forma condensed combined statement of operations, for the year ended December 31, 2020, is derived from the Company’s audited consolidated statement of operations for the year ended December 31, 2020, and Mirion’s unaudited financial results for the twelve-month period from January 1, 2020 through December 31, 2020. The pro forma condensed combined statement of operations for the six months ended June 30, 2021, combines the unaudited consolidated statement of operations for both GSAH and Mirion during the same period. Mirion’s balances have been classified consistently with the Company’s presentation.
On June 17, 2021, the Company entered into the Business Combination Agreement. The pro forma condensed combined information contained herein assumes the Company’s stockholders approve the proposed Business Combination. The Company’s public stockholders may elect to redeem their shares of Class A common stock even if they approve the proposed Business Combination. The Company cannot predict how many of its public stockholders will elect to redeem their shares of GSAH Class A common stock for cash. As a result, the Company has provided pro forma condensed combined financial statements under two different redemption scenarios:
 
  •  
Assuming no redemptions: This presentation assumes that no shares of GSAH Class A common stock are redeemed.
 
  •  
Assuming maximum redemptions: This presentation assumes that the maximum number of shares of GSAH Class A common stock are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation along with the proceeds from the PIPE Investment are sufficient to fund the Minimum Cash Condition (not less than $1,310 million available for use as cash consideration to the Sellers and to be retained on the balance sheet of the Combined Company). Based on the amount of $750.1 million in the trust account as of June 30, 2021, inclusive of accrued dividends, and considering the anticipated gross proceeds of approximately $900.0 million from the PIPE Investment, the aggregate commitment of $830.0 million from a first lien term facility pursuant to the Debt Commitment Letter and approximately $125.0 million from the Backstop Party, approximately 36.8 million shares of GSAH Class A common stock may be redeemed and still enable us to have sufficient cash to satisfy the cash closing conditions in the Business Combination Agreement, including the debt refinancing of the Mirion Existing Credit Facility.
The actual redemptions will likely be within the scenarios described above; however, there can be no assurance regarding which scenario will be closest to the actual results. Under both scenarios, the Company is considered the accounting acquirer. See “
Unaudited Pro Forma Condensed Combined Financial Information
” for more details.

 
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Summary Unaudited Pro Forma Financial Information
(Dollars in millions except share and per share data)
 
    
Pro Forma
Combined
(Assuming No
Redemptions)
    
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
  
Statement of Operations Data—Six Months Ended June 30, 2021
     
Total Revenues
    $ 346.1     $ 346.1  
  
 
 
    
 
 
  
Net income (loss)
    $ (61.5 )    $ (62.3 ) 
Pro Forma weighted average common shares of Class A common stock outstanding—basic and diluted
      195,050,000       170,720,000  
Pro Forma net income (loss) per share basic and diluted available to common stockholders, Class A
    $ (0.30 )      (0.35 ) 
Statement of Operations Data—Year Ended December 31, 2020
     
Total Revenues
    $ 584.7     $ 584.7  
  
 
 
    
 
 
  
Net income (loss)
    $ (187.9 )    $ (189.5 ) 
Pro forma weighted average common shares of Class A common stock outstanding—basic and diluted
      195,050,000       170,720,000  
Pro forma net income (loss) per share basic and diluted available to common stockholders, Class A
    $ (0.92 )    $ (1.05 ) 
Balance Sheet Data—As of June 30, 2021
     
Total current assets
    $ 661.4     $ 418.1  
Total assets
    $ 3,166.2     $ 2,922.9  
Total current liabilities
    $ 232.5     $ 232.5  
Total liabilities
    $ 1,223.1     $ 1,223.1  
Total stockholders’ equity (deficit)
    $ 1,943.1     $ 1,699.8  
 
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RISK FACTORS
You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the Annexes and the accompanying financial statements of GSAH and Mirion, in evaluating the Business Combination and the proposals to be voted on at the Special Meeting. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” GSAH or Mirion may face additional risks and uncertainties that are not presently known to GSAH or Mirion, or that GSAH or Mirion currently deems immaterial, which may also impair GSAH’s or Mirion’s business or financial condition.
Risks Related to Mirion’s Business
The following risk factors apply to the business and operations of Mirion and will also apply to the business and operations of the post-business combination company. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the post-business combination company. Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Mirion prior to the consummation of the Business Combination, which will be the business of the post-business combination company following the consummation of the Business Combination.
Risks Related to Our Business and Industry
Our global operations expose us to risks associated with public health crises and epidemics/pandemics, such as
COVID-19.
The global spread of
COVID-19
has created significant volatility, uncertainty and worldwide economic disruption, resulting in an economic slowdown of potentially extended duration.
COVID-19
has had an adverse impact on our operations and supply chains, including as a result of impacts associated with preventive and precautionary measures that we, other businesses and governments are taking. Due to these impacts and measures, we have experienced unpredictable reductions in demand for certain of our products and services. Many employers in the United States and Europe, including us, are continuing to require some of their employees to work from home or not go into their offices or customers’ facilities. In addition to existing travel restrictions, countries may continue to close or decline to reopen borders, impose prolonged quarantines, and further restrict travel, which could significantly impact our ability to support our sites and customers in those locations and the ability of our employees to get to their places of work to produce products, or significantly hamper our products from moving through the supply chain. As a result,
COVID-19
may materially adversely affect revenue growth in certain of our businesses, primarily those serving our medical end markets, and it is uncertain how materially
COVID-19
will affect our global operations generally if these impacts were to persist or worsen over an extended period of time. The extent and duration of the impacts are uncertain and dependent in part on customers returning to work and economic activity ramping up.
The impact of
COVID-19
on our customers has affected our sales operations in certain ways. For example, we have experienced increased customer disputes regarding orders, delayed customer notices to proceed with production, delayed payment from customers and, on rare occasions, customers have refused to pay for their orders entirely.
Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees. The ability of our employees to work may be impacted by individuals contracting or being exposed to
COVID-19.
While we are following the requirements of governmental authorities and taking preventative and protective measures to prioritize the safety of our employees, these measures may not be successful, and we may be required to temporarily close facilities or take other measures. For example, two of our facilities have undergone brief closures due to the
COVID-19
pandemic. While we are
 
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staying in close communication with our sites, employees, customers and suppliers and acting to mitigate the impact of this dynamic and evolving situation, the duration and extent of the effect of
COVID-19
on us is not determinable.
The duration and extent of the impact from the
COVID-19
pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the existence of any additional waves of the pandemic, the extent and effectiveness of containment actions, treatment and prevention measures, including vaccines, and the impact of these and other factors on our customers, employees, suppliers and other business partners. Moreover, to the extent the
COVID-19
pandemic or any worsening of the global business and economic environment as a result thereof, continues to adversely affect our business and financial results, it may also have the effect of heightening or exacerbating many of the other risks described under “—
Risks Related to Our Business Operations
.”
We have incurred operating losses in the past and expect to incur operating losses in the future.
As of June 30, 2021 and June 30, 2020 we had an accumulated deficit of $888.0 million and $729.7 million, respectively. For fiscal 2021 we experienced a net loss of $158.4 million. We cannot assure you that we will achieve positive net income in any future period. We expect our operating expenses to increase in the future as we expand our operations. Furthermore, as a public company, we will incur additional legal, accounting and other expenses that we did not incur as a private company. If our revenue and gross profit do not grow at a greater rate than our operating expenses, we will not be able to achieve and maintain profitability. We expect to incur significant losses in the future for a number of reasons, including without limitation the other risks and uncertainties described herein. Additionally, we may encounter unforeseen operating or legal expenses, difficulties, complications, delays and other factors that may result in losses in future periods. If our expenses exceed our revenue, we may never achieve or maintain profitability and our business may be harmed.
Our financial performance may be variable.
Our business depends on the demand for our radiation detection, measurement, analysis and monitoring products, our nuclear medicine and related quality management products, and services in the nuclear, defense, medical and other end markets. In the past, the demand for our products in these markets has fluctuated due to a variety of factors, many of which are beyond our control. This has caused our financial performance to fluctuate. Among the factors affecting our performance are:
 
•  
general economic conditions, both domestically and internationally, including inflation, recession and interest rate fluctuations;
 
•  
the timing, number and size of orders from, and shipments to, our customers, as well as the relative mix of those orders;
 
•  
the timing of revenue recognition, which often requires customer acceptance of the delivered products;
 
•  
delays, postponements or cancellations of construction or decommissioning of NPPs caused by, for example, financing difficulties or regulatory delays;
 
•  
adverse economic, financial and/or political conditions, as well as manmade or natural disasters, such as pandemics, in one or more of our target end markets;
 
•  
variations in the volume of orders for a particular product or product line in a particular quarter;
 
•  
the size and timing of new contract awards;
 
•  
the timing of the release of government funds for procurement of our products;
 
•  
the degree to which new end markets emerge for our products;
 
•  
the budget cycles of U.S. and foreign governments and commercial enterprises that affect timing of order placement for or delivery of our products;
 
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•  
the tendency of commercial enterprises to fully utilize annual capital budgets prior to expiration;
 
•  
international trade conditions, such as the tariffs imposed by both the United States and China on the import of certain goods; and
 
•  
changes in laws or regulations affecting our target end markets, in particular the medical market.
If we are unable to develop new products or enhance existing products to meet our customers’ needs and compete favorably in the market, we may be unable to attract or retain customers.
The markets in which we compete are subject to technological changes, product obsolescence and evolving industry standards. Our ability to successfully compete in these markets and to continue to grow our business depends in significant part upon our ability to develop, introduce and sell new and enhanced products in a timely and cost-effective manner, and to anticipate and respond to changing customer requirements. We have experienced, and may in the future experience, delays in the development and introduction of new products. These delays could provide a competitor a
first-to-market
advantage or greater market share. Defects or errors found in our products after commencement of commercial shipment could result in delays in market acceptance of these products. Our nuclear medicine and imaging products may become obsolete or unmarketable if new technologies are introduced to the market, or if new industry standards emerge. We may not be able to leverage our assets to diversify our products and services fast enough to generate revenue beyond our current markets in a timely manner. If we are unable to diversify our product and service offerings quickly enough to respond to market changes, our financial viability may worsen.
Our ability to successfully develop and introduce new products and product enhancements, and the revenues and costs associated with these efforts, will be affected by our ability to:
 
•  
properly identify and address customer needs;
 
•  
in the case of our medical end market, educate medical providers about the use of new products and services;
 
•  
comply with internal quality assurance systems and processes in a timely and efficient manner;
 
•  
manage regulatory approvals and clearances including their timing and costs;
 
•  
accurately predict and control costs associated with inventory overruns caused by
phase-in
of new products and
phase-out
of old products;
 
•  
manufacture and deliver our products in sufficient volumes on time and accurately predict and control costs associated with manufacturing, installation, warranty and maintenance of the products;
 
•  
meet our product development plan and launch timelines;
 
•  
improve manufacturing yields of components; and
 
•  
manage customer demands for retrofits of both old and new products.
Lack of market acceptance for our new products will jeopardize our ability to recoup research and development expenditures, hurt our reputation and harm our business, financial condition and results of operations. Accordingly, we cannot assure you that our future product development efforts will be successful.
We operate in highly competitive markets and in some cases compete against larger companies with greater financial resources.
The market for our products and services is fragmented, with a variety of small and large competitors, where the degree of fragmentation and the identities of our competitors vary among our target end markets. Some of our competitors have greater financial resources than do we, and they may be able to focus those resources on developing products or services that are more attractive to potential customers than those that we offer, or on
 
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lobbying efforts to enhance their prospects of obtaining government contracts. Some of our competitors, for example, are substantially larger and better capitalized than we are and have the ability to combine solutions into an integrated offering at attractive prices. Our competitors may offer these solutions at prices below cost in order to improve their competitive positions. Any of these competitive factors could make it more difficult for us to attract and retain customers, cause us to lower our prices to compete, and reduce our market share and revenue, any of which could materially and adversely affect our business, financial condition and results of operations.
Our customers may reduce or halt their spending on our products and services.
A variety of factors may cause our existing or future customers to reduce or halt their spending on radiation detection, measurement, analysis and monitoring products and services. These factors include:
 
•  
unfavorable financial conditions and strategies of our customers;
 
•  
for the nuclear end market, civic opposition to or changes in government policies regarding nuclear operations or a reduction in demand for nuclear generating capacity;
 
•  
accidents, terrorism, natural disasters or other incidents occurring at our facilities, the facilities of our customers or at any other place; and
 
•  
the decision by one or more of our customers to acquire one of our competitors or otherwise insource the services we provide.
Our sales cycles in certain end markets can be long and unpredictable.
Our sales efforts for many of our products involve substantial discussion with customers regarding product configuration and deployment. This process can be extremely lengthy and time consuming and typically involves a significant product evaluation process. For example, the typical sales cycle for products whose procurement relates to the construction of new, or the refurbishment of existing, nuclear power plants, or NPPs, ranges from 12 to 36 months and has, in some cases, extended up to 60 months or more. In the medical end market, the typical sales cycle depends upon the type of product and whether the sales are international or within the United States, and can range from 1 to 18 months. In addition, these customers generally make a significant commitment of resources to test and evaluate our products prior to purchase. As a result, our sales process is often subject to delays associated with the lengthy approval processes that typically accompany the design, testing and adoption of new, technologically complex products. This results in us investing significant resources prior to orders being placed for our products, with no assurances that we will secure a sale.
In addition, a significant amount of time can pass before we recognize the revenue associated with an order once it has been placed. We may need a notice to proceed with an order from the customer before starting to execute the customer’s order, which may delay revenue recognition. We may also not recognize revenue for sales of certain of our products until the customer certifies the successful installation and operation of the product, which can be many months or, particularly with regard to our Sensing Systems and Radiation Monitoring Systems products, years following the receipt of a customer order. The installation of our equipment may also be subject to construction or scheduled outage delays unrelated to our products, which can further defer the recognition of revenue.
We exercise judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the performance obligation. Revenue recognized on an over-time basis for the year ended June 30, 2021 accounted for approximately 25% of total net sales. Typically, overtime revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date relative to total estimated costs. Changes in total estimated costs are recognized using the cumulative
catch-up
method of accounting which recognizes the cumulative effect of the changes on current and prior periods in the current period. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original
 
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estimate. A significant change in an estimate on one or more contracts could have a material effect on our consolidated financial position, results from operations, or cash flows.
Our long and uncertain sales cycle and the unpredictable period of time between the placement of an order and our ability to recognize the revenue associated with the order makes revenue predictions difficult, particularly on a quarterly basis, and can cause our operating results to fluctuate significantly.
Our growth plans depend in part on growth through acquisitions, and these plans involve numerous risks. If we are unable to make acquisitions, or if we are not successful in integrating the technologies, operations and personnel of acquired businesses or fail to realize the anticipated benefits of an acquisition, our operations may be materially and adversely affected.
As part of our business and growth strategy, we have made and plan to continue to make acquisitions of, or significant investments, in businesses, products or technologies that allow us to complement our existing product offerings, expand our market coverage, increase our engineering workforce, reinforce our supply chain or enhance our technological capabilities.
For example, in fiscal 2020, we acquired Premium Analyse, a key player in the radioactive gas detection market and measurement of tritium, Selmic, an electronic component manufacturer of sensors, modules, and devices serving in automotive, transportation, medical, security, defense, and telecom industries, and Capintec, a leading supplier of calibration and measurement technologies for nuclear medicine applications. We also acquired the Personal Radiation Dosimeter facility from the Helmholtz Zentrum of Munich. In fiscal 2021, we acquired Biodex, a provider of nuclear instruments, imaging equipment and rehabilitation systems, DOSImetrics, a provider of personnel dosimetry systems, and Sun Nuclear, a provider of radiation oncology quality assurance. We plan to continue exploring additional acquisition opportunities in the future. If our expected returns on these transactions are not achieved, it could adversely impact our business, results of operations and financial condition.
We plan to continue exploring additional acquisition opportunities in the future but we are unable to predict whether or when any prospective acquisition candidate will become available or the likelihood that any acquisition will be completed.
Even if we do find suitable acquisition opportunities, we may not be able to consummate the acquisitions on commercially acceptable terms or realize the anticipated benefits of any acquisitions we do undertake. Our ability to grow our business through acquisitions is subject to numerous risks, including competition for the acquisition of attractive or promising businesses or assets, the need to finance such acquisitions through cash on hand or financing, and the need to secure required governmental approvals under antitrust and competition laws in the United States and worldwide.
Where we succeed in acquiring a business or assets, we are exposed to many risks, including:
 
•  
problems integrating the new personnel or the purchased operations, technologies or products;
 
•  
difficulty securing adequate working capital;
 
•  
unanticipated costs associated with the acquisition;
 
•  
negative effects on our ability to generate excess free cash flow;
 
•  
negative effects on profitability;
 
•  
adverse effects on existing business relationships with suppliers and customers;
 
•  
risks associated with entering markets in which we have no or limited prior experience;
 
•  
loss of key employees of the acquired business;
 
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•  
our assumption of legal or regulatory risks, particularly with respect to smaller businesses that have immature business processes and compliance programs;
 
•  
litigation arising from the operations before they were acquired by us; and
 
•  
difficulty completing financial statements and audits.
Our inability to overcome problems encountered in connection with any acquisition could divert the attention of management, consume scarce corporate resources and otherwise harm our business. If our expected returns on these transactions are not achieved, it could adversely impact our business, results of operations and financial condition.
Many of our products and services involve the detection, identification, measurement or monitoring of radiation and the failure of our products or services to perform to specification could materially and adversely affect our business, financial condition or results of operations.
Our products and services involve the detection and monitoring of radiation and are crucial components of the safety measures employed with respect to ionizing radiation. In the medical end market, our products and services are often used, for example, to ensure that radiation oncology patients receive accurate doses of radiation. In order to ensure the safety of such patients, we are committed to upholding high standards of precision and accuracy for our products. The failure of our products to perform to specification could result in personal injury or death and property damage (including environmental contamination), or the incorrect treatment being administered to patients. Legal and regulatory actions taken in response to product failure could result in significant costs to us. Additionally, the failure of our products to perform to specification could adversely affect market perception of the quality and effectiveness of our products and services, which would harm our ability to attract new customers and could cause our existing customers to cease doing business with us.
While we have attempted to secure appropriate insurance coverage at a reasonable cost, we do not insure against all risks and a claim can exceed the limits of our policies. We cannot assure you that our insurers will pay a particular claim, or that we will be able to maintain coverage at reasonable rates in the future, or at all. We may also be subject to significant deductibles.
Our contracts with customers generally seek to limit our liability in connection with product failure, but we cannot assure you that these contractual limitations on liability will be effective or sufficient in scope in all cases or that our insurance will cover the liabilities we have assumed under these contracts. The costs of defending against a claim arising out of such failure, and any damages awarded as a result of such a claim, could adversely affect our business, financial condition and results of operations.
Certain of our products require the use of radioactive sources or incorporate radioactive materials, which subjects us and our customers to regulations, related costs and delays and potential liabilities for injuries or violation of environmental, health and safety laws.
The majority of our products designed to detect, quantify and analyze ionizing radiation require the use of radioactive sources for testing and calibration. The required radioactive sources, or other sources of ionizing radiation, e.g.,
X-ray
machines, are held by our facilities performing these tests and calibrations. Our customers hold equivalent sources for ongoing testing and
re-calibration.
Customers often acquire the radioactive sources directly from third party providers but may also purchase the sources from us as accessory to the product.
Certain of our reactor instrumentation and control equipment and systems in our Industrial segment incorporate radioactive materials. In all such cases, licenses for radioactive sources and materials or other sources of ionizing radiation are provided by the appropriate regulatory authority in the relevant jurisdiction and such authorities may be at the state or national level. Our failure or any customer’s failure to obtain the necessary license for radioactive sources or materials required by or incorporated into our products could result in the cancellation or delay of purchases by our customers, or remedial action by the relevant regulators.
 
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While the specific process and criteria for receiving a license differ from jurisdiction to jurisdiction, it generally involves an application process in which we: identify a person or persons who have appropriate training and experience to be a health physics/radiation safety officer; specify the radioactive sources or materials sought to be licensed, their physical form (i.e., sealed or unsealed) and maximum possession limits on the amount of each type of radioactive element or compound sought under the license; specifies their intended use (e.g., calibration, testing, quality assurance, manufacturing); and, set forth written policies and procedures to ensure that we have adequate measures in place to ensure health and safety. These policies and procedures typically must be designed to ensure worker, workplace and public safety, including emergency plans; set forth the proper handling, control and security of radioactive sources or materials on site; detail any disposal or decommissioning considerations; and adequately train personnel at the site in proper access to, and handling of, radioactive sources or materials. Our noncompliance with or failure to properly implement such policies and procedures could delay or otherwise preclude us from obtaining the necessary license for radioactive sources or materials required by or incorporated into our products, which could result in the cancellation or delay of purchases by our customers.
The particular license requirements in a given jurisdiction are normally tailored to the specific radioactive elements or compounds involved, their physical form, and possession limits. Once authorities complete their application review and any required
follow-up,
the authority issues the site a license which imposes specific
on-going
compliance obligations that typically include requirements for us to pay periodic licensing fees, submit periodic written compliance reports, and agree to periodic site inspections by regulators, which may be announced or unannounced. Our failure to comply with any of these
on-going
obligations could result in the revocation of the necessary license for radioactive sources or materials required by or incorporated into our products, which could result in the cancellation or delay of purchases by our customers.
We are subject to federal, state and local regulations governing storage, handling and disposal of these radioactive materials and waste products. Outside of the United States, we are also subject to radiation regulations that vary from country to country. The improper storage, use and disposal of such materials by us and/or our customers could result in direct or secondary liability, including penalties and fines, to us in the event of environmental contamination or physical injury. We cannot eliminate the risk of accidental contamination or injury from those radioactive materials nor can we control the practices of our customers. The sale and use of our products with radioactive sources or materials could also lead to the filing of claims if someone were to allege injury from the use of one of our products or allege that one of our products was defective. Such a claim could result in substantial damages, be costly and time-consuming to defend and adversely affect the marketability of our products and our reputation.
We and many of our customers operate in a politically sensitive environment, and the public perception of nuclear energy or nuclear medicine can affect our customers and us.
We and our customers operate in a politically sensitive environment. The risks associated with radioactive materials and the public perception of those risks can affect our business. Opposition by third parties can delay or prevent the construction of new nuclear power plants and can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more or even shutting down operations. In addition, anti-nuclear groups in Germany successfully lobbied for the adoption of the Nuclear Exit Law in 2002, which requires the shutdown of all German NPPs by 2022. Adverse public reaction could also lead to increased regulation or limitations on the activities of our customers, more onerous operating requirements or other conditions that could have a material adverse impact on our customers and our business.
 
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Accidents involving nuclear power facilities, including but not limited to events similar to Fukushima, or terrorist acts or other high profile events involving radioactive materials could materially and adversely affect our customers and the markets in which we operate and increase regulatory requirements and costs that could in turn materially and adversely affect our business.
Successful execution of our business model in the nuclear power end market is dependent upon a certain level of public support for nuclear power. Nuclear power faces strong opposition from certain competitive energy sources, individuals, and organizations. The accident that occurred at the Fukushima nuclear power plant in Japan beginning on March 11, 2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, in some cases, a complete halt to new construction of nuclear power plants, an early shut down of existing power plants, or a dampening of the favorable regulatory climate needed to introduce new nuclear technologies. As a result of the Fukushima accident, some countries that were considering launching new domestic nuclear power programs have delayed or cancelled the preparatory activities they were planning to undertake as part of such programs. If accidents similar to the Fukushima disaster or other events, such as terrorist attacks involving nuclear facilities, occur, public opposition to nuclear power may increase, regulatory requirements and costs could become more onerous and customer demand for our products in the nuclear end market could suffer, which could materially and adversely affect our business and operations.
We have, and we intend to continue pursuing, fixed-price contracts. Our failure to mitigate certain risks associated with such contracts may result in reduced margins.
We estimate that approximately a quarter of our revenue was associated with contracts with a duration of 12 months or longer and approximately 60% of such revenue was associated with contracts with fixed-price arrangements which do not provide for price escalation in the event of unanticipated cost overruns, in each case for the fiscal year ended June 30, 2021. Under these contracts, we perform our services and provide our products at a fixed price. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other changes that may occur over the contract period. We have in the past experienced unanticipated cost overruns on some of our fixed-price contracts. If our cost estimates for a contract are inaccurate or if we do not execute the contract within our cost estimates, we may incur losses or the contract may not be as profitable as we expected. In addition, even though some of our longer-term contracts contain price escalation provisions, such provisions may not fully provide for cost increases, whether from inflation, the cost of goods and services to be delivered under such contracts or otherwise. In addition, we are sometimes required to incur costs in connection with modifications to a contract that may not be approved by the customer as to scope or price, or to incur unanticipated costs, including costs for customer-caused delays, errors in specifications or designs or contract termination, that we may not be able to recover. These, in turn, could adversely affect our business, financial condition and results of operations. The revenue, cost and gross profit realized on such contracts can vary, sometimes substantially, from the original projections due to changes in a variety of factors, such as:
 
•  
failure to properly estimate, or changes in, the costs of material, components or labor;
 
•  
inflation and currency exchange rate fluctuations;
 
•  
unanticipated technical problems with the products or services being supplied by us, which may require that we spend our own money to remedy the problem;
 
•  
our suppliers’ or subcontractors’ failure to perform;
 
•  
difficulties of our customers in obtaining required governmental permits or approvals;
 
•  
changes in local laws and regulations;
 
•  
unanticipated delays in construction of new NPPs and decommissioning of existing NPPs; and
 
•  
limited history with new products and new customers.
Furthermore, we intend to continue pursuing longer-term contracts which may continue to contain fixed-price arrangements, and the amount of revenue associated with such contracts may change in future periods. As a
 
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result of one or more of these factors, we may incur losses or contracts may not be as profitable as we expect, and this could materially and adversely affect our business, financial condition and results of operations.
We may not realize all of the sales expected from our backlog of orders and contracts, and amounts included in our order backlog may not result in actual revenue or translate into profits.
Although the amount of our backlog is based on signed purchase orders or other written contractual commitments, we cannot guarantee that our order backlog will result in actual revenue in the originally anticipated period or at all. For fiscal 2021, our estimated combined order backlog was $715.8 million. The majority of our combined backlog is considered firm and expected to be delivered within one year. In addition, the mix of contracts included in our order backlog can greatly affect our margins in future periods, which may not be comparable to our historical product mix and operating results. Our customers may experience project delays or cancel orders due to factors beyond our control. If customers terminate, reduce or defer firm orders, whether due to fluctuations in their business needs or purchasing budgets or other reasons, our sales will be adversely affected and we may not realize the revenue we expect to generate from our backlog or, if realized, the revenue may not translate into profit. If our order backlog fails to result in revenue in a timely manner or at all, we could experience an overall reduction in revenue and liquidity.
Risks Related to Our Business Operations
We operate as an entrepreneurial, decentralized company, which presents both benefits and certain risks. In particular, significant growth in a decentralized operating model may put strain on certain business group resources and our corporate functions, which could materially and adversely affect our business, financial condition and results of operations.
The business is organized in two reportable business segments: Medical and Industrial. Our Medical segment is based around our sales, products and services to customers in the medical market. The Industrial segment is primarily based around the nuclear energy, defense, laboratories and scientific research markets as well as other industrial markets.
The decentralization of our organization structure necessarily places significant control and decision-making powers in the hands of local management, which presents certain risks, including the risk that we may be slower to detect or react to compliance-related matters, that “company-wide” business initiatives may be more challenging or costly to implement, and the risk of noncompliance or failures is higher than they may be in a more centralized operating environment. In addition, key business group resources and our corporate functions, which are leanly staffed but responsible for supporting our decentralized operations, may also not be able to detect or resolve financial, operational, and compliance matters on a timely basis. Our failure to adapt our financial, operational and compliance controls and systems to effectively manage our decentralized business and comply with our obligations as a public company could materially and adversely affect our business, financial condition or results of operations.
A failure to expand our manufacturing capacity and scale our capabilities to manufacture new products could constrain our ability to grow our business.
The future growth of our business depends on our ability to successfully expand our manufacturing capacity. For example, we experienced manufacturing delays with one of our suppliers, Selmic, in connection with ramping up production of our Mirion Battlefield Dosimeter. To ensure
on-time
deliveries going forward, we acquired Selmic and invested resources in resolving the manufacturing issues that caused delays. Expansion of our manufacturing capacity may also require us to obtain regulatory approvals or additional financing. Delay in the expansion of our manufacturing capacity could constrain our ability to grow our business, which would adversely affect our business, financial condition and results of operations.
Similarly, we could have substantial difficulty in dealing with rapid growth in markets for new products that we may introduce. If demand for our new products increases rapidly, we will need to expand internal production
 
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capacity or implement additional outsourcing. Success in developing, manufacturing and supporting products manufactured in small volumes does not guarantee comparable success in operations conducted on a larger scale. Manufacturing yields and product quality may decline as production volumes increase. If we are unable to deliver products quickly and cost effectively and in the requisite volumes, our customers may decline to purchase our new products or may purchase substitute products offered by our competitors. The costs associated with implementing new manufacturing technologies, methods, and processes, including the purchase of new equipment, and any resulting delays, inefficiencies and loss of sales, could harm our results of operations.
We rely on third-party manufacturers to produce
sub-components
for certain of our products and services. If our manufacturers are unable to meet our requirements, or are subject to unanticipated disruptions, our business could be harmed.
We use third-party manufacturers to produce
sub-components
for certain of our products. From time to time demand for our products has grown faster than the supply capabilities of these vendors. For example, significant growth in our Instadose product line required additional inventory purchasing to meet demand. In many cases, these manufacturers have no obligation to supply products to us for any specific period, in any specific quantity or at any specific price, except as set forth in a particular purchase order. Our requirements represent a small portion of the total production capacities for many of our manufacturers, and our manufacturers may reallocate capacity to other customers, even during periods of high demand for our products or services. We have in the past experienced, and may in the future experience, quality control issues and delivery delays with our manufacturers due to factors such as materials shortages, outages of specialized manufacturing equipment, high industry demand, inability of our manufacturers to consistently meet our quality or delivery requirements, or long lead times for components that could delay deliveries. Component manufacturers that sell to our suppliers may decide to stop producing certain components, declaring
end-of-life
for critical components and limiting supply of these components. In such cases, we would need to identify component alternatives, redesign electronic components or requalify electronic designs, which would require time and resources. In addition, third-party manufacturers may have financial difficulties and face the risk of bankruptcy, especially in light of the current worldwide economic downturn. If one of our suppliers was to cancel or materially change a commitment with us or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose time-sensitive customer orders, be unable to develop or sell our products or services cost effectively or on a timely basis, if at all, and have significantly decreased revenue, which would harm our business, financial condition and results of operations. We may qualify additional suppliers in the future which would require time and resources. If we do not qualify additional suppliers, we may be exposed to increased risk of capacity shortages due to our dependence on our current suppliers.
In addition, our suppliers (and those they depend upon for materials and services) are subject to risks, including
COVID-19-related
supplier plant shutdowns or slowdowns, labor disputes or constraints, union organizing activities, intellectual property claims, financial liquidity, information technology failures, inclement weather, natural disasters, significant public health and safety events, supply constraints, and general economic and political conditions that could limit their ability to provide us with materials. Insurance for certain disruptions may not be available, affordable or adequate. The effects of climate change, including extreme epidemics and pandemics, weather events, long-term changes in temperature levels, sea level rise and water availability may exacerbate these risks. Such disruption has in the past and could in the future interrupt our ability to manufacture certain products.
We derive a significant portion of our revenue from international sales and our operations in foreign countries are subject to political, economic, legal and other risks, which could materially and adversely affect us.
Revenue generated from outside of North America accounted for approximately 45% of our net sales in fiscal 2021 and approximately 48% of our net sales in both fiscal 2020 and 2019. We anticipate that international sales will continue to constitute a material percentage of our total net sales in future periods. As a result, our operations are subject to risks associated with global operations and sales, including:
 
•  
foreign currency exchange fluctuations;
 
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•  
changes in regulatory requirements;
 
•  
tariffs and other barriers;
 
•  
timing and availability of export licenses;
 
•  
difficulties in accounts receivable collections;
 
•  
difficulties in protecting and enforcing our intellectual property;
 
•  
difficulties in staffing and managing international operations;
 
•  
difficulties in managing sales agents, distributors and other third parties;
 
•  
coordination regarding, and difficulties in obtaining, governmental approvals for products that may require certification;
 
•  
rescission or termination of contracts by governmental parties without penalty and regardless of the terms of the contract;
 
•  
restrictions on transfers of funds and other assets of our subsidiaries between jurisdictions;
 
•  
the burden of complying with a wide variety of complex foreign laws and treaties;
 
•  
potentially adverse tax consequences; and
 
•  
uncertainties relative to regional political and economic circumstances.
We are also subject to risks associated with the imposition of legislation and regulations relating to the import or export of our products. Furthermore, the failure to comply with export control regulations and to obtain required approvals could result in loss of the ability to continue to export products, fines and penalties.
We cannot predict whether quotas, duties, taxes or other charges or restrictions upon the importation or exportation of our products will be implemented by the United States or other countries. Some of our customers’ purchase orders and agreements are governed by foreign laws, which often differ significantly from the laws of the United States. Therefore, we may be limited in our ability to enforce our rights under such agreements and to collect damages, if awarded. These factors may materially and adversely affect our business, financial condition and results of operations.
We rely on third-party sales representatives to assist in selling our products and services, and the failure of these representatives to perform as expected or to secure regulatory approvals in jurisdictions where they are required to do so could reduce our future sales.
We derive a significant portion of our revenue from sales through third-party sales representatives. We have established relationships with some of our third-party sales representatives recently, and we are unable to predict the extent to which our third-party sales representatives will be successful in marketing and selling our products and services. Moreover, many of our third-party sales representatives also market and sell competing products and services, which may affect the extent to which our third-party sales representatives promote our products and services. If our third party sales representatives advertise or promote or characterize our products in a manner inconsistent with our (or their) messaging, as approved by our regulatory affairs professionals, such acts could be imputed to us and we could become subject to risk or liability from government regulatory bodies or agencies for criminal or civil claims, including false claims, and we could become susceptible to individual consumer actions or class actions based on false or improper advertising and promotion,
off-label
promotion, failure to warn defects in our products and unfair competition or unfair trade practices claims, all of which could lead to adverse publicity, fines, penalties, judgments, money damages and other significant losses. Our future performance will also depend, in part, on our ability to attract additional third-party sales representatives who will be able to market and support our products and services effectively and accurately, especially in markets in which we have not previously sold our products and services. If we cannot retain our current third-party sales representatives or recruit additional or replacement third-party sales representatives, our business, financial condition and results of operations could be harmed.
 
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If our suppliers experience supply shortages and prices of commodities or components that we use in our operations increase, our results of operations could be materially and adversely affected.
We are dependent upon certain sole or limited source suppliers for critical raw materials or components of some of our products. For example, we rely on limited source suppliers for certain precious metals used in some of our radiation oncology and reactor instrumentation, scintillator materials used in our detection and identification equipment, analog sensor tubes used in certain of our imaging products, and detectors used in our dosimetry line of products.
Most of our suppliers are not required to supply us with any minimum quantities, and we cannot assure you that we will receive adequate quantities of components on a timely basis in the future. For example, a single source supplier informed us that its supplier was discontinuing the manufacture of an
on-board
computer module component of one of our multi-channel analyzers used by our Industrial segment to interpret signals from our detectors allowing our customers to understand levels of detectable radiation. The notification prompted us to secure a final
end-of-life
order in an amount sufficient to meet our anticipated production requirements at least through April 2022, the exact duration depending on sales of this particular device. Qualification and redesign efforts are underway to meet this timeline.
Our suppliers could have financial or other issues that could cause a disruption in the supply or increase the cost of components to us. Such disruptions or delays could impact our obligations to other parties. In addition, were we to change suppliers of components in some of our products, we may be required to seek new qualifications for such products, which can be a time-consuming and costly process. As a result of interruption of supply or increased component costs, we may not be able to obtain the raw materials or components that we need to fill customer orders. The inability to fill these orders could cause delays, disruptions or reductions in product shipments, require us to negotiate alternate supply arrangements with replacement suppliers where available or require product redesigns which could, in turn, damage relationships with current or prospective customers, increase costs or prices and materially and adversely affect our business, financial condition and results of operations, including through litigation.
Our reliance upon sole or limited sources of supply for certain materials or components could cause production interruptions, delays and inefficiencies.
We purchase materials, components, and equipment from third parties for use in our manufacturing operations. For example, we purchase cryogenic cooling equipment to support our spectroscopy line of products. There is a limited supply market for this type of equipment, and these products are designed specifically for use in our products. Qualification and design of new equipment will require time and resources to complete. Our income could be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations, including those caused by seasonality or cyclicality. During a market upturn, suppliers may extend lead times, limit supplies, or increase prices. If we cannot purchase sufficient products at competitive prices and quality and on a timely enough basis to meet increasing demand, we may not be able to satisfy market demand, product shipments may be delayed, our costs may increase, or we may breach our contractual commitments and incur liabilities. Conversely, in order to secure supplies for the production of products, we sometimes enter into
non-cancelable
purchase commitments with vendors, which could impact our ability to adjust our inventory to reflect declining market demands. If demand for our products is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges and our profitability may suffer.
In addition, some of our businesses purchase certain requirements from sole or limited source suppliers for reasons of quality assurance, cost effectiveness, availability, contractual obligations or uniqueness of design or technology. If these or other suppliers encounter financial, operating, quality, or other issues or if our relationship with them changes, including as a result of contractual disputes, we might not be able to quickly establish or qualify replacement sources of supply. The supply chains for our businesses could also be disrupted by supplier capacity constraints, operational or quality issues, bankruptcy or exiting of the business for other reasons, decreased availability of key raw materials or commodities, and external events such as natural disasters,
 
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pandemic health issues, war, terrorist actions, governmental actions, and legislative or regulatory changes. For example, some of our products incorporate microchips and other semiconductor components for which there is a global supply shortage. Any of these factors could result in production interruptions, delays, extended lead times, and inefficiencies. As discussed above, such disruptions could also result in liability from litigation.
Because we cannot always immediately adapt our production capacity and related cost structures to changing market conditions, our manufacturing capacity may at times exceed or fall short of our production requirements. Any or all of these issues could result in the loss of customers, provide an opportunity for competing products to gain market acceptance, and otherwise adversely affect our profitability. If we are not able to mitigate the impact of any disruptions in our supply chain, then our business, financial condition and results of operations may be materially and adversely impacted.
Because we compete directly with certain of our customers and suppliers, our results of operations could be materially and adversely affected in the short term if these customers or suppliers abruptly discontinue or significantly modify their relationship with us.
Some of our competitors are also our suppliers and customers. For example, we had an arrangement with a supplier of components used to manufacture our Cryo-Cycle product. That supplier was acquired by one of our competitors, after which time the supplier ceased supplying us with the components used to manufacture the Cryo-Cycle. As with our other suppliers, our competitor suppliers are not required to supply us with any minimum quantities, and we cannot assure you that we will receive adequate quantities of components on a timely basis in the future. The loss of orders stemming from the actions of our supplier or customer competitors could cause delays, disruptions or reductions in product shipments or require product redesigns that could, in turn, damage relationships with current or prospective customers, increase costs or prices, result in litigation or otherwise materially and adversely affect our business, financial condition and results of operations.
We derive a material portion of our revenue from contracts with governmental customers or their contractors. Such customers are subject to increased pressures to reduce expenses. Government-funded contracts may also contain unusual or more onerous terms and conditions that are not common among commercial customers or risk subjecting us to audits, investigations, sanctions and penalties.
U.S. government contractors and subcontractors must comply with specific procurement regulations and other requirements, including without limitation those related to ethics and business conduct, cost accounting, pricing, intellectual property, employment, cybersecurity, and supply chain issues. Accordingly, we are subject to routine audits and investigations by U.S. government agencies and held to strict compliance standards. If we fail to comply with these rules and regulations, we could be subject to reductions in the value of our government contracts, contract modification or termination, loss of valuable intellectual property rights, the assessment of criminal and civil penalties and fines, and/or suspension or debarment from government contracting and subcontracting for a period of time or permanently.
Furthermore, we have bid, and may in the future submit bids, for U.S. government contracts that require our employees to maintain various levels of security clearances and require us or our subsidiaries to maintain certain facility security clearances in compliance with Department of Defense requirements. Obtaining and maintaining security clearances for employees involves a lengthy process, and it can be difficult to identify, recruit and retain employees who already hold security clearances. If our employees are unable to obtain or retain security clearances, or if our employees who hold security clearances stop working for us, we may face delays in fulfilling contracts, or be unable to fulfill or secure new contracts, with any customer involved in classified work. Any breach of security for which we are responsible could seriously harm our business, damage our reputation and make us ineligible to work on any classified programs.
The classified work that we currently perform at one of our facilities subjects us to the industrial security regulations of the Department of Defense that are designed to safeguard against unauthorized access by foreigners and others to classified and other sensitive information. We may be subject to penalties for violations
 
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of these regulations and the U.S. government could terminate our contracts with it or decide not to renew them and such a situation could also impair our ability to obtain new contracts and subcontracts. The government may also change its procurement practices or adopt new contracting rules and regulations that could be costly to satisfy or that could impair our ability to obtain new contracts. See “
Risk Factors – We must comply with the U.S. Foreign Corrupt Practices Act, or FCPA, and analogous
non-U.S.
anti-bribery statutes including the UK Anti-Bribery Act. Our third-party sales representatives’ or distributors’ failure to comply with such laws could subject us to, among other things, penalties and legal expenses that could harm our reputation and materially and adversely affect our business, financial condition and results of operations
.”
Any reduction in the capital resources or government funding of our customers could reduce our sales and impede our ability to generate revenue.
A significant portion of our sales are capital purchases by our customers. The spending policies of our customers could have a significant effect on the demand for our products. These policies are based on a wide variety of factors, including the resources available to make purchases, the spending priorities among various types of equipment, policies regarding spending during recessionary periods and changes in the political climate. In particular, certain customers can come under significant budgetary pressure and resort to cost-cutting measures.
Any changes in capital spending or changes in the capital budgets of our customers could significantly reduce demand for our products. The capital resources of our customers may be limited by the availability of equity or debt financing. In addition, a portion of our sales are to governmental and
non-profit
entities such as universities and hospitals, which are subject to unique budgetary pressures. Any reduction in spending or budget austerity measures could inhibit the ability of these customers to purchase our products.
Many of our large contracts have penalties for late deliveries.
In some cases, including through many of our fixed-price contracts, we have agreed to deliver a project by a scheduled date. If we fail to deliver the project as scheduled, we may be held responsible for costs associated with the delay, generally in the form of liquidated damages, in some cases up to the full value of the contract. We have in the past incurred penalties associated with late delivery on some of our contracts. In the event that a project is delayed, the total costs of the project could exceed our original estimates, and we could experience reduced profits or a loss for that project.
A failure or breach of our or our vendors’ information technology, or IT, data security infrastructure, or the security infrastructure of our products, or the discovery or exploitation of defects or vulnerabilities in the same, has subjected us in the past and may in the future subject us and our products to increased vulnerability to unauthorized access and cyberattacks and could materially and adversely impact our or our customers’ business, financial condition, reputation and operations.
We rely upon the capacity, reliability and security of our and our vendors’ IT and data security infrastructure and our ability to expand and continually update this infrastructure in response to the changing needs of our business. As we implement new systems or integrate existing systems, they may not perform as expected, which may result in liability or incurred costs, including litigation. We also face the challenge of supporting our older systems and implementing necessary upgrades. If we experience an issue with the functioning of an important IT system or a security breach of our IT systems, including during system upgrades and/or new system implementations, the resulting disruptions, including because of investigations or litigation, could have an adverse effect on our business, financial condition and operations. Furthermore, we collect and maintain information in digital form that is necessary to conduct our business, and we are increasingly dependent on our IT and data security infrastructure to operate our business. In the ordinary course of our business, we collect, store and transmit large amounts of confidential information, including intellectual property, proprietary business information and personal information. It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. We have established physical, electronic and organizational measures to safeguard and secure our systems to prevent data compromise and rely on
 
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commercially available systems, software, tools, and monitoring to provide security for our IT systems and the processing, transmission and storage of digital information. We have also outsourced elements of our IT systems and, as a result, a number of third-party vendors may or could have access to our confidential information.
Despite our implementation of security measures, our IT systems, like those of other companies, are vulnerable to damage or interruption from a variety of sources, including physical damage, telecommunications or network failures or interruptions, system malfunction, natural disasters, malicious human acts, terrorism and war. Such IT systems, including our servers, are additionally vulnerable to physical or electronic
break-ins,
security breaches from inadvertent or intentional actions by our employees, third-party service providers, contractors, consultants, business partners, and/or other third parties, or from cyber-attacks by malicious third parties (including the deployment of harmful malware, ransomware,
denial-of-service
attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and availability of information). For example, in February 2021, we experienced a ransomware attack that involved the unauthorized access to certain of our servers. While we were able to detect and stop the unauthorized access before any substantial amount of information was accessed and before the attacker was able to encrypt our systems, the attacker misappropriated certain personal and proprietary information and publicly published certain of such information. We reported the incident to the applicable government authorities in France, Germany and the United States. Additionally, one of our acquired subsidiaries experienced a ransomware attack in February 2020, prior to our acquisition of such subsidiary. The acquired subsidiary did not make any ransom payments and was able to restore its systems from backups. Although we have implemented additional security measures to prevent future ransomware attacks, we can provide no assurance that our IT systems, or those of the third parties upon which we rely, will not experience cybersecurity incidents in the future. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased. We may not be able to anticipate all types of security threats, and we may not be able to implement preventive measures effective against all such security threats. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations, or hostile foreign governments or agencies. It is possible that we or our third-party vendors may experience cybersecurity and other breach incidents that remain undetected for an extended period. Even when a security breach is detected, the full extent of the breach may not be determined immediately. The costs to us to mitigate network security issues, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant and, while we have implemented security measures to protect our IT and data security infrastructure, our efforts to address these issues may not be successful. There is also the potential for class action or other litigation as the result of such issues and the dissemination of personal information.
Any system failure, accident or security breach could result in disruptions to our operations or those of our customers. A material network breach in the security of our IT systems could include the theft of our intellectual property (including our trade secrets), customer information, human resources information or other confidential matter or the theft of the confidential information of our customers. To the extent that any disruption or security breach results in a loss or damage to our or our customers’ data, or an inappropriate disclosure of confidential, proprietary or customer information, it could cause significant damage to our reputation, affect our relationships with our customers, lead to claims against us, including civil litigation, and ultimately harm our business. In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future. If our IT systems fail and our redundant systems or disaster recovery plans are not adequate to address such failures, or if our business interruption insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could be reduced and the reputation of our brand and our business could be materially and adversely affected.
We are also reliant on the security practices of our third-party service providers, which may be outside of our direct control. The services provided by these third parties are subject to the same risk of outages, other failures and security breaches described above. If these third parties fail to adhere to adequate security practices, or
 
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experience a breach of their systems, the data of our employees, customers and business associates may be improperly accessed, used or disclosed. In addition, our providers have broad discretion to change and interpret the terms of service and other policies with respect to us, and those actions may be unfavorable to our business operations. Our providers may also take actions beyond our control that could harm our business, including discontinuing or limiting our access to one or more services, increasing pricing terms, terminating or seeking to terminate our contractual relationship altogether, or altering how we are able to process data in a way that is unfavorable or costly to us. Although we expect that we could obtain similar services from other third parties, if our arrangements with our current providers were terminated, we could experience interruptions in our business, as well as delays and additional expenses in arranging for alternative cloud infrastructure services. Any loss or interruption to our systems or the services provided by third parties would adversely affect our business, financial condition and results of operations.
Failure to secure and protect our trade secrets or other confidential or proprietary information from disclosure or misappropriation could materially and adversely affect our business, competitiveness and financial condition.
We rely on trade secrets and confidentiality agreements to protect our unpatented
know-how,
technology, and other proprietary information, including unpatented proprietary radiation detection expertise, continuing technological innovation and other trade secrets some of which is licensed from third parties, and to develop and maintain our competitive position. With respect to our products, we consider trade secrets and
know-how
to be one of our primary sources of intellectual property rights. However, trade secrets and
know-how
can be difficult to protect. We seek to protect these trade secrets and other proprietary technology, in part, by entering into
non-disclosure
and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside contractors, consultants, advisors, and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information, including our technology and processes. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the U.S. are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, it could have a material adverse effect on our competitive position, business, financial condition, and results of operations.
Our future success is dependent on our ability to retain key personnel, including our executive officers, and attract qualified personnel. If we lose the services of these individuals or are unable to attract new talent, our business will be materially and adversely affected.
Our future operating results depend in significant part upon the continued contributions of our key technical and senior management personnel, many of whom would be difficult to replace. We are particularly dependent on the continued service of Thomas D. Logan, our Chief Executive Officer and current Chairman of the Board (and expected Vice Chairman of the Board upon consummation of the business combination), Brian Schopfer, our Chief Financial Officer, and Mike Freed, our Chief Operating Officer.
Our future operating results also depend in significant part upon our ability to attract, train and retain qualified management, manufacturing and quality assurance, engineering, marketing, sales and support personnel. In particular, engineers skilled in the analog technologies used in certain of our products are in high demand and competition to attract such personnel is intense. In addition, the expected increase in construction of new NPPs may exacerbate the shortage of radiation engineers and other qualified personnel. We are continually recruiting such personnel; however, we cannot assure you that we will be successful in attracting, training or retaining such
 
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personnel now or in the future. There may be only a limited number of persons with the requisite skills to serve in these positions, and it may be increasingly difficult for us to hire such persons over time. The high demand for such personnel may increase the costs to us to recruit and retain employees.
The loss of any key employee, the failure of any key employee to perform in his or her current position, our inability to attract, train and retain skilled employees as needed or the inability of our officers and key employees to expand, train and manage our employee base could materially and adversely affect our business, financial condition and results of operations.
If we encounter manufacturing problems, or if our manufacturing facilities do not continue to meet federal, state or foreign manufacturing standards, we may be required to temporarily cease all or part of our manufacturing operations, which would result in delays and lost revenue.
Many of our products are complex and require the integration of a number of components from several sources of supply. We must manufacture and assemble these complex systems in commercial quantities in compliance with regulatory requirements and at an acceptable cost. In addition, the
COVID-19
pandemic may impact the supply of key components such that we may not receive them in a timely manner, in sufficient quantities, or at reasonable cost. We may also experience limitations in the availability of qualified personnel as a result of
shelter-in-place
rules, quarantine requirements, or illness. If our manufacturing capacity does not keep pace with product demand, we will not be able to fulfill orders in a timely manner, which in turn may breach our obligations to our business partners or otherwise have a negative effect on our financial results and overall business, including as a result of litigation. Conversely, if demand for our products decreases, the fixed costs associated with excess manufacturing capacity may adversely affect our financial results.
Our manufacturing processes and the manufacturing processes of our
third-party
suppliers are required to comply with the FDA’s Quality System Regulations, or QSR, which are medical device good manufacturing practices for any products imported into, or sold within, the United States. The QSR is a complex regulatory scheme that covers all aspects of medical device manufacture, from
pre-production
design validation and servicing, as such aspects bear upon the safe and effective use of the device and whether the device otherwise meets the U.S. Federal Food, Drug and Cosmetic Act, or FDCA. Other jurisdictions where our medical device products are distributed and sold have their own regulatory requirements that include quality and manufacturing requirements and controls. Furthermore, we are required to verify that our suppliers maintain facilities, procedures and operations that comply with our quality requirements. We are also subject to state licensing and other requirements and licenses applicable to manufacturers of medical devices, and we are required to comply with International Organization for Standardization, or ISO, quality system standards in order to produce products for sale in Europe and Canada, as well as various other foreign laws and regulations. Because our manufacturing processes include the production of diagnostic and therapeutic
X-ray
equipment and laser equipment, we are subject to the electronic product radiation control provisions of the FDCA, which requires that we file reports with the FDA, applicable states and our customers regarding the distribution, manufacturing and installation of these types of equipment. The FDA enforces the QSR and the electronic product radiation control provisions through inspections, both periodic and for cause. We have been, and will continue being subject to such inspections. FDA inspections usually occur every two to three years. During such inspections, the FDA may issue Inspectional Observations on Form FDA 483, listing instances where a manufacturer has failed to comply with the FDCA, applicable regulations and procedures, or previous warning letters.
Sometimes inspections result in warning letters which are publicly available and can result in adverse publicity. Our failure to take prompt and satisfactory corrective action in response to an adverse inspection or our failure to comply with applicable regulatory requirements and standards could result in enforcement actions, including a shutdown of our manufacturing operations, a recall of our products, civil or criminal penalties, or other sanctions, which would cause our sales and business to suffer. Any inspection or government action based on alleged violations of law could require us to expend significant time and resources in response and could generate negative publicity. The occurrence of any event or penalty described above may inhibit our ability to keep our products on the market and generate revenue. In addition, because some foreign regulatory approvals require
 
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approvals or clearances from the FDA, any failure to comply with FDA requirements may also disrupt our sales of products in other countries. We cannot assure you that the FDA or other governmental authorities would agree with our interpretation of applicable regulatory requirements, or that we, or our
third-party
suppliers have in all instances fully complied with all applicable requirements. If any of these events occur, our reputation could be harmed, we could lose customers and there could be a material adverse effect on our business, financial condition and operations, including as the result of litigation.
If we cannot achieve the required level and quality of production, we may need to outsource production or rely on licensing and other arrangements with third parties who possess sufficient manufacturing facilities and capabilities in compliance with regulatory requirements. Even if we could outsource needed production or enter into licensing or other
third-party
arrangements, this could reduce our gross margin and expose us to the risks inherent in relying on others. We also cannot assure you that our suppliers will deliver an adequate supply of required components on a timely basis, or that they will adequately comply with the QSR. Failure to obtain these components on a timely basis would disrupt our manufacturing processes and increase our costs, which would harm our operating results.
Our customers’ localization requirements, in particular in China, India and South Korea, could materially and adversely affect our business.
Many emerging markets, including China, India and South Korea, impose localization requirements which favor locally based component manufacturers and which require some degree of technology transfer to local manufacturers. Over time, such localization requirements could limit our ability to sell into such markets and could affect our ability to maintain our trade secrets. In the past, government customers have, as a condition of funding, imposed localization requirements that require the transfer of certain technology (e.g., manufacturing technology) to local manufacturers, and this requirement has affected our ability to monitor and maintain control over our intellectual property. We may be subject to similar requirements as a condition of funding in the future.
Our operations, and the operations of our suppliers, distributors or customers, could be subject to natural and manmade disasters and other business disruptions, which could materially and adversely affect our business and increase our expenses.
Our operations could be subject to natural disasters and other business disruptions, which could harm our future revenue and financial condition and increase our costs and expenses. For example, some of our facilities are located in areas with earthquake fault lines or in hurricane zones. In the event of a major earthquake or other natural or manmade disaster, we could experience business interruptions, destruction of or damage to facilities and/or loss of life, any of which could materially and adversely affect our business and increase our expenses.
Legal and Regulatory Risks
We are subject to, or may otherwise be impacted by, a variety of federal, state, local and foreign laws and regulatory regimes. Failure to comply with such laws and regulations could subject us to, among other things, penalties and legal expenses which could have a material and adverse effect on our business, or such laws and regulations could otherwise impact us, directly or indirectly, in a manner that has a material and adverse effect on our business.
Our business is subject to regulation by various federal, state, local and foreign governmental agencies. In the United States, such regulation includes the radioactive material exposure and nuclear facilities regulatory activities of the NRC, the anti-trust regulatory activities of the Federal Trade Commission and Department of Justice, the import/export regulatory activities of the Department of Commerce, the Department of State and the Department of Treasury, the regulatory activities of the Occupational Safety and Health Administration, the regulations of the FDA, the environmental regulatory activities of the Environmental Protection Agency, the labor regulatory activities of the Equal Employment Opportunity Commission and tax and other regulations by a variety of regulatory authorities in each of the areas in which we conduct business. We are also subject to regulation in other countries where we conduct business. In certain jurisdictions, such regulatory requirements
 
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may be more stringent than in the United States. We are also subject to a variety of U.S. federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, the Worker Adjustment and Restructuring Notification Act, which requires employers to give affected employees at least 60 days’ notice of a plant closing or mass layoff, and other regulations related to working conditions, wage-hour pay, overtime pay, employee benefits, anti-discrimination and termination of employment. We are also subject to the employment and labor laws and regulations of the foreign jurisdictions, including France and Germany, where many of our employees are located.
Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, injunctions or debarment from government contracting or subcontracting. In addition, from time to time we have received, and may in the future receive, correspondence from former employees terminated by us who threaten to bring claims against us alleging that we have violated one or more labor or employment regulations. An adverse outcome in any such litigation could require us to pay damages.
Governmental enforcement actions could harm our business, financial condition and results of operations. If any governmental sanctions are imposed, or if we do not prevail in any civil or criminal litigation, our business, financial condition and results of operations could be materially adversely affected. In addition, responding to any action could be costly and result in a significant diversion of management’s attention and resources.
We and our customers operate in highly regulated industries that require us and them to obtain, and comply with, federal, state, local and foreign government permits and approvals.
We and our customers operate in a highly regulated environment. Many of our products and services must comply with various domestic and international standards that are used by regulatory and accreditation bodies for approving such services and products. Many of our products, particularly those offered by our Industrial segment, are subject to an array of product testing under extreme temperature, pressure, radiation and seismic conditions, known collectively as a qualification, for any given nuclear reactor design. The qualification is typically owned by the party who pays for the testing and so, in certain cases, we license such qualifications from a third party. In addition, many of our products and services, particularly those offered by our Medical segment, must be certified by the National Voluntary Laboratory Accreditation Program in the United States and by other governmental agencies in international markets. The termination of any such accreditation or our failure to obtain and maintain required qualification or accreditation for our products and services may adversely affect our revenue and results of operations.
Changes in these standards and accreditation requirements may also result in our having to incur substantial costs to adapt our products. Such adaptations may introduce quality assurance issues during transition as new features and products may not perform as expected. Additionally, changes affecting radiation protection practices, including new understandings of the hazards of radiation exposure and corresponding changes in regulations, may impact how our services are used by our customers and may, in some circumstances, cause us to alter our products and services.
Our subsidiary Sun Nuclear offers oncology quality assurance products for diagnostic imaging and radiation therapy. These products may be relied upon by customers as part of their quality assurance programs for regulatory compliance, and thus could subject the company to potential risk of regulatory noncompliance or enforcement action by state or federal regulatory agencies, including but not limited to the NRC, Agreement State radiation safety agencies, the Food and Drug Administration, or FDA, the Center for Disease Control and Prevention, or CDC, and other agencies.
In addition, our customers are required to obtain, and to comply with, federal, state, local and foreign government licenses, permits and approvals with respect to either their facilities or possession and use of radioactive sources or other radioactive materials. For example, federal agencies such as the NRC and FDA, Agreement State agencies, and others have certain regulatory responsibilities regarding medical devices, radiopharmaceuticals,
 
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and other medical products that utilize radioactive material. Any of these licenses, permits or approvals may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the conditions of licenses, permits or approvals may adversely affect our customers’ operations by suspending their activities or delaying or preventing the receipt of radioactive sources or other radioactive materials, and may subject them to penalties and other sanctions. Although existing licenses, permits or approvals are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including but not limited to:
 
•  
failure to comply with environmental and safety laws and regulations;
 
•  
failure to comply with permit conditions or violations found during inspections or otherwise;
 
•  
local community, political or other opposition;
 
•  
executive action; and
 
•  
legislative action.
Furthermore, if new environmental legislation or regulations are enacted or existing laws or regulations are amended or are interpreted or enforced differently, our customers may be required to obtain additional operating licenses, permits or approvals. Regulatory issues experienced by our customers may lead to delay or cancellation of their orders for our products and services or the discontinuance of future orders. We cannot assure you that we or our customers will be able to meet all potential regulatory challenges.
Changes in industry standards and governmental regulations may increase our expenses or reduce demand for our products or services.
We compete in markets in which we and our customers must comply with supranational, federal, state, local, and other jurisdictional regulations, such as regulations governing health and safety, the environment, and electronic communications, and market standardizations. We develop, configure, and market our products and services to meet customer needs created by these regulations and standards. These regulations and standards are complex, change frequently, have tended to become more stringent over time, and may be inconsistent or conflicting across jurisdictions. Any significant change or delay in implementation in any of these regulations or standards (or in the interpretation, application, or enforcement thereof) could reduce or delay demand for our products and services, increase our costs of producing or delay the introduction of new or modified products and services, or could restrict our existing activities, products, and services. In addition, in certain of our markets our growth depends in part upon the introduction of new regulations or implementation of industry standards on the timeline we expect. In these markets, the delay or failure of governmental and other entities to adopt or enforce new regulations or industry standards, or the adoption of new regulations or industry standards which our products and services are not positioned to address, could adversely affect demand. In addition, regulatory deadlines or industry standard implementation timelines may result in substantially different levels of demand for our products and services from period to period.
We operate in a highly litigious industry and are, thus, subject to risks related to legal claims and proceedings filed by or against us, and adverse outcomes in these matters may materially harm our business.
We are subject to various claims, disputes, investigations, demands, arbitration, litigation, or other legal proceedings. Legal claims and proceedings may relate to labor and employment, commercial arrangements, intellectual property, disputes with customers or business partners, breach of contract, environmental, health and safety, property damage, theft, consumer protection, class action, mass tort and product liability, personal injury, false advertising, unfair competition or unfair trade practices, public or private nuisance, “whistleblower” litigation, fiduciary duties of our directors and officers, securities, Medicare and Medicaid reimbursement claims, false claims, radioactive contamination, indemnity, insurance and various other matters. Legal matters are inherently uncertain and we cannot predict the duration, scope, cost, outcome or consequences of such matters. Legal matters are expensive and time-consuming to defend, settle, and/or resolve, even if successfully, and may require us to implement certain remedial measures that could prove costly or disruptive to our business and
 
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operations and could result in civil or criminal fines, penalties, consent decrees, changes in business practices and exclusion from participation in various government healthcare-related programs. The unfavorable resolution of one or more of these matters could have an adverse impaact on our business, results of operations and financial condition.
We may incur material losses and expenses as a result of products liability claims brought against us.
We face an inherent business risk of exposure to products liability claims, with or without merit. This includes where our products are found to be defective in design or manufacture, a misstatement is found on product labels or marketing materials, including (but not limited to) in product warnings and instructions, or where our or our agents’ conduct is found to fall below the standard of care for a similarly situated medical device company. Accordingly, we should expect, in the ordinary course of business, to encounter class actions, mass tort actions, claims that allege our marketed products or products in development are mislabeled, mischaracterized or defective and violate applicable consumer protection statutes or FDA regulations or have caused, or could cause, serious adverse events or injury, including latent injury, and claims that our products have been, or should be recalled due to safety or warning defects. As discussed above, if our insurance coverage is inadequate to cover such claims or actions, we must pay the amount of any settlement or judgment in excess of the policy limits. Our failure to maintain adequate insurance coverage or failure to successfully defend against such claims, lawsuits and issues could have a material adverse effect on our business, financial condition, results of operations or cash flows.
Legal, political and economic uncertainty surrounding the exit of the United Kingdom from the European Union, or Brexit, and the implementation of the trade and cooperation agreement between the United Kingdom and the European Union could materially and adversely affect our business.
In June 2016, voters in the United Kingdom approved a referendum to withdraw the United Kingdom’s membership from the European Union, which is commonly referred to as “Brexit.” The United Kingdom’s withdrawal from the European Union occurred on January 31, 2020, but the United Kingdom remained in the European Union’s customs union and single market for a transition period that expired on December 31, 2020. On December 30, 2020, the United Kingdom and the European Union entered into the Trade and Cooperation Agreement, which was applied on a provisional basis from January 1, 2021. While the economic integration does not reach the level that existed during the time the United Kingdom was a member state of the European Union, the Trade and Cooperation Agreement sets out preferential arrangements in areas such as trade in goods and in services, digital trade and intellectual property. Negotiations between the United Kingdom and the European Union are expected to continue in certain other areas which are not covered by the Trade and Cooperation Agreement. The long-term effects of Brexit will depend on the effects of the implementation and application of the Trade and Cooperation Agreement and any other relevant agreements between the United Kingdom and the European Union.
We have operations in the United Kingdom and the European Union and, as a result, we face risks associated with the potential uncertainty and disruptions that may follow Brexit and the implementation and application of the Trade and Cooperation Agreement, including with respect to volatility in exchange rates and interest rates, disruptions to the free movement of data, goods, services, people and capital between the United Kingdom and the European Union and potential material changes to the regulatory regime applicable to our operations in the United Kingdom. The uncertainty concerning the United Kingdom’s future legal, political and economic relationship with the European Union could adversely affect political, regulatory, economic or market conditions in the European Union, the United Kingdom and worldwide and could contribute to instability in global political institutions, regulatory agencies and financial markets. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets and could significantly reduce global market liquidity and limit the ability of key market participants to operate in certain financial markets. In particular, it could also lead to a period of considerable uncertainty in relation to the United Kingdom financial and banking markets, as well as to the regulatory process in Europe. Asset valuations, currency exchange rates and credit ratings may also be subject to increased market volatility.
 
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We may also face new regulatory costs and challenges as a result of Brexit that could have a material adverse effect on our operations. For example, as of January 1, 2021, the United Kingdom lost the benefits of global trade agreements negotiated by the European Union on behalf of its members, which may result in increased trade barriers that could make our business activities in areas that are subject to such global trade agreements more difficult. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the United Kingdom determines which laws of the European Union to replace or replicate. There may continue to be economic uncertainty surrounding the consequences of Brexit that adversely impact customer confidence resulting in customers reducing their spending budgets on our services, which could materially adversely affect our business, financial condition and results of operations.
The ongoing instability and uncertainty surrounding Brexit and the implementation and application of the Trade and Cooperation Agreement, could require us to restructure our business operations in the United Kingdom and the European Union and could have an adverse impact on our business and employees in the United Kingdom and European Union.
Enhanced international tariffs, including tariffs that affect our products or components within our products, other trade barriers or global trade wars or domestic preferences could increase our costs and materially and adversely affect our business operations and financial condition.
Our global business could be negatively affected by trade barriers and other governmental protectionist measures, any of which can be imposed suddenly and unpredictably. There is currently significant uncertainty about the future trade relationships between the United States and various other countries, most significantly China, with respect to trade policies, treaties, government regulations and tariffs.
Since the beginning of 2018, there has been increasing public threats and, in some cases, legislative or executive action, from United States and foreign leaders regarding instituting tariffs against foreign imports of certain materials. During the last half of calendar year 2018, the federal government imposed a series of tariffs ranging from 7.5% to 25% on a variety of imports from China. These tariffs affect certain components that we import into the United States from our suppliers. China has responded to these tariffs with retaliatory tariffs ranging from 5% to 25% on a wide range of products from the United States, which include certain of our products. Higher duties on existing tariffs and further rounds of tariffs have been announced or threatened by the United States and Chinese leaders. Although the United States and China signed an initial trade deal in January 2020 and China announced a one year tariff exemption for medical linear accelerators in September 2019, there is no assurance that the trade deal will be signed or that the exemption on medical linear accelerators will continue beyond one year or that we will continue to qualify for such exemption. Additionally, the United States has threatened to impose tariffs on goods imported from other countries, which could also impact our or our customers’ operations. If these tariffs continue, if additional tariffs are placed on certain of our components or products, or if any related counter-measures are taken by China, the United States or other countries, our business, financial condition and results of operations may be materially harmed. The imposition of tariffs could also increase our costs and require us to raise prices on our products, which may negatively impact the demand for our products in the affected market. If we are not successful in offsetting the impact of any such tariffs, our revenue, gross margins and operating results may be adversely affected.
These tariffs are subject to a number of uncertainties as they are implemented, including future adjustments and changes. The ultimate reaction of other countries and the impact of these tariffs or other actions on the United States, China, the global economy and our business, financial condition and results of operations, cannot be predicted at this time, nor can we predict the impact of any other developments with respect to global trade. Further, the imposition of additional tariffs by the United States could result in the adoption of additional tariffs by China and other countries, as well as further retaliatory actions by any affected country. Any resulting trade war could negatively impact the global market for medical devices, including radiation therapy devices, and could have a significant adverse effect on our business. These developments may have a material adverse effect on global economic conditions and the stability of global financial markets, and they may
 
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significantly reduce global trade and, in particular, trade between China and the United States. Any of these factors could depress economic activity, restrict our access to customers and have a material adverse effect on our business, financial condition and results of operations.
We must comply with the U.S. Foreign Corrupt Practices Act, or FCPA, and analogous
non-U.S.
anti-bribery statutes including the UK Bribery Act. Our third-party sales representatives’ or distributors’ failure to comply with such laws could subject us to, among other things, penalties and legal expenses that could harm our reputation and materially and adversely affect our business, financial condition and results of operations.
We are required to comply with the United States Foreign Corrupt Practices Act (“
FCPA
”) which makes it unlawful to engage in bribery or to make any payments or provide any other benefits, directly or indirectly, to foreign officials for the purpose of obtaining or retaining business or to secure any other improper advantage. The FCPA also requires us, as a publicly traded company, to keep accurate books, records and accounts, and to maintain an effective system of internal accounting controls.
We operate, directly or indirectly, in more than one hundred countries around the world, many of which pose a high risk of corruption. In many countries, we also have government customers, and we utilize a network of third-party sales representatives and distributors. Based on these factors and others, our business involves a significant risk of potential FCPA violations.
All Mirion employees are informed of our responsibilities under the FCPA in the Mirion Code of Ethics and Conduct, and compliance with the FCPA is specifically mandated in detailed provisions of our agreements with third-party sales representatives and distributors. In addition, we provide live training on FCPA compliance on a regular basis for our employees who are involved in functions that necessitate such knowledge and training.
Before we became a public company, we were not subject to the accounting provisions of the FCPA. Nevertheless, as a matter of course, we continuously review and, when warranted, update and enhance our systems, procedures, contracting processes, third-party due diligence, auditing and recordkeeping to address our FCPA compliance obligations and mitigate FCPA compliance risk. In spite of this, based on the jurisdictions where we operate, the fact that we have government customers, and our use of a network of third-party sales representatives and distributors, there remains a risk that one or more employees or third parties, acting on behalf of Mirion, might engage in conduct for which we might be held responsible under the FCPA. On occasion, we may terminate distribution or other agreements with sales channel partners operating in certain non-U.S. jurisdictions based on our ongoing compliance program. This could materially impact our ability to do business in jurisdictions where we are unable to enter into agreements with alternative partners that meet our compliance standards, which could materially and adversely impact our competitive position in such jurisdictions, as well as our business, financial condition, results of operations or cash flows.
If our employees, third-party sales representatives and distributors or other agents are found to have engaged in such practices, we could suffer (i) severe penalties, including criminal and civil penalties, disgorgement, temporary or permanent debarment from public contracts, and (ii) other remedial measures, including compliance policy and procedural enhancements, improved internal controls, audits, improved compliance training and potentially employee discipline, any of which could have an adverse impact on our business, financial condition, results of operations and liquidity. Any investigation of any potential violations of the FCPA or other anti-corruption laws by U.S. or foreign authorities also could have an adverse impact on our business, financial condition and results of operations.
Certain foreign companies, including some of our competitors, are not subject to prohibitions as strict as those under the FCPA or, even if subjected to strict prohibitions, such prohibitions may be laxly enforced in practice. If our competitors engage in corruption, extortion, bribery,
pay-offs,
theft or other fraudulent practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business, or from government officials, who might give them priority in obtaining new licenses, which would put us at a disadvantage.
 
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Legal compliance with import and export controls, as well as with sanctions, in the United States and other countries, is complex, and compliance restrictions and expenses could materially and adversely impact our revenue and supply chain.
We are subject to applicable import laws, export controls and economic sanctions laws and regulations, including rule changes, evolving enforcement practices, and other actions resulting from Executive Orders issued by the Trump and Biden administrations. Changes in import and export control or trade sanctions laws may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in claims for breach of existing contracts and modifications to existing compliance programs and training schedules. Violations of the applicable export or import control, or economic sanctions laws and regulations, such as an export to an embargoed country, or to a denied party, or the export of a product without the appropriate governmental license, may result in penalties, including fines, debarments from export privileges, and loss of authorizations needed to conduct aspects of our international business, and may harm our ability to enter into contracts with our customers who have contracts with the U.S. government. A violation of the laws and regulations enumerated above could have an adverse effect on our business, results of operations and financial condition. Additionally, we require our sales channel partners in certain non-U.S. jurisdictions to comply with certain standards as part of our trade compliance program and regularly review our partners’ performance of their compliance obligations. As part of these reviews, it is possible we may discover that certain partners do not meet our standards, and we may be required to terminate agreements with any non-compliant partners. Any such actions could materially and adversely impact our ability to do business in jurisdictions where we are unable to enter into agreements with alternative partners that meet our compliance standards. This in turn could materially and adversely impact our competitive position in such jurisdictions, as well as on our business, financial condition, results of operations or cash flows.
Any actual or perceived failure to comply with evolving data privacy and data security laws and regulations in the jurisdictions where we operate, both inside and outside of the United States, could lead to government enforcement actions (which could include civil or criminal penalties), private litigation or adverse publicity and could materially and adversely affect our business.
Privacy and data security have become significant issues in the United States, Europe and in many other jurisdictions where we conduct our operations. Our collection, processing, distribution, and storage of personal information is subject to a variety of laws and regulations both in the United States and abroad, which could limit the way we market and provide our products and services. Compliance with these privacy and data security requirements is rigorous and time-intensive and may increase our cost of doing business and, despite these efforts, there is a risk that we fail to comply and may become subject to government enforcement actions, fines and penalties, litigation and reputational harm, which could materially and adversely affect our business, financial condition and results of operations. In addition, the regulatory framework for the handling of personal and confidential information is rapidly evolving and is likely to remain uncertain for the foreseeable future as new privacy laws are being enacted globally and existing laws are being updated and strengthened.
For example, in May 2018, the General Data Protection Regulation, or the GDPR, superseded prior European Union data protection legislation, and it imposes more stringent European Union data protection requirements, and provides for greater penalties for noncompliance. Under the GDPR, fines of up to 20 million euro or up to 4% of the annual global turnover of the infringer, whichever is greater, could be imposed. The GDPR is wide-ranging in scope and imposes numerous additional requirements on companies that process personal data, including imposing special requirements in respect of the processing of personal data, requiring that consent of individuals to whom the personal data relates is obtained in certain circumstances, requiring additional disclosures to individuals regarding data processing activities, requiring that safeguards are implemented to protect the security and confidentiality of personal data, creating mandatory data breach notification requirements in certain circumstances, and requiring that certain measures (including contractual requirements) are put in place when engaging third-party processors. The GDPR also provides individuals with various rights in respect of their personal data, including rights of access, erasure, portability, rectification, restriction and objection.
 
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Further, the United Kingdom’s vote in favor of exiting the European Union, often referred to as Brexit, and ongoing developments in the United Kingdom have created uncertainty with regard to data protection regulation in the United Kingdom. As of January 1, 2021, and the expiry of transitional arrangements agreed to between the United Kingdom and the European Union, data processing in the United Kingdom is governed by a United Kingdom version of the GDPR (combining the GDPR and the Data Protection Act 2018), exposing us to two parallel regimes, each of which potentially authorizes similar fines and other potentially divergent enforcement actions for certain violations. With respect to transfers of personal data from the European Economic Area, or the EEA, to the United Kingdom, the European Commission adopted an adequacy decision for the United Kingdom on June 28, 2021, finding the United Kingdom ensures an adequate level of data protection. Following the adoption of the adequacy decision, there will be increasing scope for divergence in application, interpretation and enforcement of the data protection law as between the United Kingdom and EEA. Other countries have also passed or are considering passing laws requiring local data residency or restricting the international transfer of data.
Other jurisdictions outside the European Union are similarly introducing or enhancing privacy and data security laws, rules and regulations, which could increase our compliance costs and the risks associated with noncompliance. For example, California recently enacted the California Consumer Privacy Act, or the CCPA, which creates new individual privacy rights for California consumers (as defined in the law) and places increased privacy and security obligations on companies handling personal information of consumers or households. The CCPA, which went into effect on January 1, 2020, requires covered companies to provide new disclosure to consumers about such companies’ data collection, use and sharing practices, provide methods for such consumers to access and delete their personal information, with exceptions, as well as allowing consumers to
opt-out
of certain sales or transfers of their personal information. The CCPA provides for civil penalties for violations and further provides consumers with a new private right of action in the event of a data breach involving certain sensitive information as a result of the business’ failure to implement reasonable security measures. This private right of action may increase the likelihood of, and risks associated with, data breach litigation. The California Attorney General’s enforcement authority under the CCPA became effective July 1, 2020, and it remains unclear how various provisions of the CCPA will be interpreted and enforced. As currently written, the CCPA impacts certain of our business activities and exemplifies the vulnerability of our business to the evolving regulatory environment related to personal information. A ballot initiative from privacy rights advocates intended to augment and expand the CCPA called the California Privacy Rights Act, or the CPRA, was passed in November 2020 and will take effect in January 2023 (with a look back to January 2022). The CPRA significantly modifies the CCPA, including by imposing additional obligations on covered companies and expanding consumers’ rights with respect to certain sensitive personal information, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA. In addition, all 50 states have laws including obligations to provide notification of security breaches of computer databases that contain personal information to affected individuals, state officers and others. Aspects of the CCPA, the CPRA, and other laws and regulations relating to data protection, privacy, and information security, as well as their enforcement, remain unclear, and we may be required to modify our practices in an effort to comply with them.
We cannot yet fully determine the impact these or future laws, rules, and regulations concerning data privacy and security may have on our business or operations. These laws, rules and regulations may be inconsistent from one jurisdiction to another, subject to differing interpretations and may be interpreted to conflict with our practices. Additionally, we may be bound by contractual requirements applicable to our collection, use, processing and disclosure of various types of data, including personal information, and may be bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters. Compliance with U.S. and international privacy and data security laws and regulations could require us to take on more onerous obligations in our contracts and restrict our ability to collect, use and disclose data. Because the interpretation and application of data protection laws, regulations, standards and other obligations are still uncertain, and often contradictory and in flux, it is possible that the scope and requirements of these laws may be interpreted and applied in a manner that is inconsistent with our
 
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practices and our efforts to comply with the evolving data protection rules may be unsuccessful. Failure to comply with U.S. and international privacy and data security laws and regulations could result in government enforcement actions (which could include civil or criminal penalties), private litigation or adverse publicity and could negatively affect our results of operations and business. Claims that we have violated individuals’ privacy rights, failed to comply with privacy and data security laws, or breached our contractual obligations, even if we are not found liable, could be expensive and time consuming to defend and could result in adverse publicity that could increase our operation costs, impact our financial performance and adversely affect enrollments.
Our ability to compete successfully and achieve future growth will depend on our ability to obtain, maintain, protect, defend and enforce our intellectual property and to operate without infringing, misappropriating or otherwise violating the intellectual property of others.
Our intellectual property, including our design, engineering, manufacturing and testing
know-how,
is an essential asset of our business. Failure to adequately protect our intellectual property rights could result in our competitors or other third parties offering similar products and services, potentially resulting in the loss of our competitive advantage and a decrease in our revenue, which would adversely affect our business, financial condition and results of operations. We attempt to protect our intellectual property rights through patents, trademarks, copyrights, trade secret laws,
non-disclosure
agreements, confidentiality procedures, employee disclosure and invention assignment agreements and other contractual provisions. We cannot guarantee that any of our pending patent applications or other applications for intellectual property registrations will be issued or granted or that our existing and future intellectual property rights will be sufficiently broad to protect our proprietary technology. While a presumption of validity exists with respect to United States patents issued to us, there can be no assurance that any of our patents, patent applications, or other intellectual property rights will not be, in whole or in part, opposed, contested, challenged, invalidated, circumvented, designed around, or rendered unenforceable. If we fail to obtain issuance of patents or registration of other intellectual property, or our patent claims or other intellectual property rights are rendered invalid or unenforceable, or narrowed in scope, pursuant to, for example, judicial or administrative proceedings including
re-examination,
post-grant review,
inter partes
, interference, opposition, or derivation proceedings, the coverage of patents and other intellectual property rights afforded our products could be impaired. Even if we are to obtain issuance of further patents or registration of other intellectual property, such intellectual property could be subjected to attacks on ownership, validity, enforceability, or other legal attacks. Any such impairment or other failure to obtain sufficient intellectual property protection could materially and adversely affect our business, financial condition and results of operations, including forcing us to, among other things, rebrand or
re-design
our affected products. Moreover, our patents and patent applications may only cover particular aspects of our products, and competitors and other third parties may be able to circumvent or design around our patents. Competitors may develop and obtain patent protection for more effective technologies, designs or methods. There can be no assurance that third parties will not create new products or methods that achieve similar or better results without infringing upon patents we own. If these developments were to occur, it could have an adverse effect on our business, financial condition and results of operations.
While we generally seek or apply for patent protection as and if we deem appropriate, based on the then-current facts and circumstances, we also rely upon unpatented proprietary radiation detection expertise, continuing technological innovation and other trade secrets some of which is licensed from third parties, to develop and maintain our competitive position. We seek to enter into confidentiality agreements with our employees and third parties who have access to our confidential or proprietary information; however, we may fail to enter into such agreements with all parties who have access to our confidential information, such agreements are often limited in duration and such agreements could be breached, and therefore they may not provide meaningful protection for our trade secrets, including our proprietary radiation detection and measurement expertise. Similarly, while we seek to enter into agreements with all of our employees and contractors who develop intellectual property during their engagement with us to assign the rights in such intellectual property to us, we may fail to enter into such agreements with all relevant employees and contractors, such agreements may be breached or may not be self-
 
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executing, and we may be subject to claims that such employees or contractors misappropriated relevant rights from their previous employers.
We cannot guarantee that the steps we have taken to protect our intellectual property will be adequate to prevent infringement of our intellectual property rights or misappropriation of our technology, trade secrets or
know-how.
It is possible that our efforts to protect our intellectual property rights may not:
 
•  
prevent others from obtaining knowledge of our trade secrets through independent development or other access by legal means;
 
•  
prevent our competitors or other third parties from independently developing similar products, duplicating our products or designing around the patents owned by us;
 
•  
prevent third-party patents from having an adverse effect on our ability to do business;
 
•  
provide adequate protection for our intellectual property rights;
 
•  
prevent disputes with third parties regarding ownership of, or exclusive rights to, our intellectual property;
 
•  
prevent disclosure of our trade secrets and
know-how
to third parties or into the public domain;
 
•  
prevent the challenge, invalidation or circumvention of our existing patents;
 
•  
result in patents that lead to commercially viable products or provide competitive advantages for our products; and
 
•  
result in issued patents and registered trademarks from any of our pending applications.
The laws of foreign countries also may not adequately protect our intellectual property rights. Many U.S. companies have encountered substantial infringement, misappropriation or other violations of their intellectual property rights in foreign countries. Furthermore, because filing, prosecuting, maintaining, and defending our intellectual property in all countries throughout the world would be prohibitively expensive we have not applied for patent protection or trademark or other intellectual property registrations in all jurisdictions in which we currently, or may in the future, operate. Because we conduct a substantial portion of our operations and a majority of our sales have been outside of the United States, we have significant exposure to foreign intellectual property risks.
Others have in the past attempted, and may in the future attempt, to copy or otherwise obtain and use our intellectual property without our consent. For example our customers or their end users’ customers may attempt to copy or otherwise obtain and use our intellectual property without our consent. Monitoring the unauthorized use of our intellectual property is difficult and we may fail to identify instances where a third party is infringing, misappropriating or otherwise violating our intellectual property. If we fail to protect our intellectual property rights adequately, we may lose an important advantage in the markets in which we compete.
We are currently party to, and may in the future initiate, litigation against one or more third parties to preserve or enforce our intellectual property rights or to challenge the validity and scope of proprietary rights asserted by others, and we could face counterclaims. Such efforts may be insufficient or ineffective, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Furthermore any such legal disputes we may initiate with our customers or companies with whom we have manufacturing relationships could substantially harm our relationships and sales. An adverse outcome in any such proceeding could subject us to significant liability for damages or invalidate our proprietary rights. Such litigation could result in significant expense to us and divert the efforts of our technical and management personnel, whether or not such litigation is ultimately determined in our favor. Further, adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and manufacturing expertise. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.
 
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We may need to defend ourselves against third-party claims that we are infringing, misappropriating or otherwise violating others’ intellectual property rights, which could divert management’s attention, cause us to incur significant costs and prevent us from selling or using the technology to which such rights relate.
Our commercial success depends in part on avoiding infringement, misappropriation or other violations of the intellectual property and proprietary rights of third parties and other intellectual property-related disputes. There may be intellectual property rights held by others, including issued or pending patents and registered trademarks, that cover significant aspects of our technologies, products or services, and we cannot be sure that we are not infringing or violating, and have not infringed or violated, any third-party intellectual property rights. From time to time, third parties have claimed and may claim in the future that we have infringed upon, misappropriated or misused their proprietary rights, and we may be unaware of existing third-party intellectual property rights that we may be infringing.
Any of these events or claims could result in litigation. Such litigation could result in significant expense to us and divert the efforts of our technical and management personnel, whether or not such litigation is ultimately determined in our favor. In the event of an adverse result in such litigation, we could be required to pay substantial damages, cease the manufacture, use and sale of certain products, expend significant resources to develop or acquire
non-infringing
technology, discontinue the use of certain processes, obtain licenses to use the infringed technology or indemnify our customers. Product development or obtaining a license would likely result in significant expense to us and divert the efforts of our technical and management personnel. We cannot assure you that we would be successful in such development or acquisition or that such licenses would be available on reasonable terms, or at all. If we cannot license or develop a
non-violating
alternative, we would be forced to limit or stop sales of our offerings and may be unable to effectively compete. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our stock. Any of these results would materially and adversely affect our business, financial condition and results of operations.
Our use of “open source” software could negatively affect our ability to sell our products and subject us to possible litigation.
A portion of our products incorporate
so-called
“open source” software, and we may incorporate additional open source software in the future. Open source software is generally licensed by its authors or other third parties under open source licenses. If we fail to comply with these licenses, we may be subject to certain conditions, including requirements that we offer our products that incorporate the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and/or that we license such modifications or derivative works under the terms of the particular open source license. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our products that contained the open source software and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our products and adversely affect our business, financial condition and results of operations.
Our obligations to indemnify our customers for the infringement, misappropriation or other violation by our products of the intellectual property rights of others could require us to pay substantial damages and impose other costs and fees.
We currently have in effect, and may in the future enter into, agreements in which we agree to defend, indemnify and hold harmless our customers or suppliers from damages and costs that may arise from the infringement, misappropriation or other violation by our products of third-party patents, trademarks or other proprietary rights. We may periodically have to respond to claims and initiate or participate in litigation in connection with these
 
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indemnification obligations, which may result in our paying substantial damages. Such litigation could result in significant expense to us and divert the efforts of our technical and management personnel, whether or not such litigation is ultimately determined in our favor. Our insurance does not cover intellectual property infringement. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.
We could incur substantial costs as a result of violations of, or liabilities under, environmental laws.
Our operations and properties are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous,
non-hazardous
and radioactive materials and waste and remediation of releases of hazardous materials. Compliance with environmental requirements could require us to incur significant operating or capital expenditures or result in significant restrictions on our operations. Our failure to comply with these environmental, health and safety laws and regulations, including failing to obtain any necessary permits, could cause us to incur substantial civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing our operations or requiring us to conduct or fund remedial or corrective measures, install pollution control equipment or perform other actions. Under certain of these laws and regulations, we may be subject to joint and several liability for environmental investigations and cleanups, including at properties that we currently or previously owned or operated, or at sites at which waste we generated was disposed, even if the contamination was not caused by us or was legal at the time it occurred. The future identification of presently unidentified environmental conditions, more vigorous enforcement by regulatory agencies, enactment of more stringent laws, regulations or permit requirements, including relating to climate change, or other unanticipated events may arise in the future and give rise to material environmental liabilities and related costs or adversely impact the market for our products, which could materially and adversely affect our business, financial condition and results of operations.
A European Union, or EU, directive relating to the restriction of hazardous substances in electrical and electronic equipment, or RoHS directive, and an EU directive relating to waste electrical and electronic equipment, or WEEE directive, have been and are being implemented in EU member states. Among other things, the RoHS directive restricts the use of certain hazardous substances in the manufacture of electrical and electronic equipment and the WEEE directive requires producers of electrical goods to be responsible for the collection, recycling, treatment and disposal of these goods. In addition, laws similar to the RoHS and WEEE directives were passed in China in 2006 and South Korea in 2007. Governments in other countries and states, including the United States, have implemented or are considering implementing similar laws or regulations.
In addition, a regulation regarding the registration, authorization and restriction of chemical substances in industrial products, or REACH, became effective in the EU in 2007. REACH and other regulations require us or our suppliers to substitute certain chemicals contained in our products with substances the EU considers less dangerous. We cannot assure you that REACH or similar regulations will not materially affect us in the future.
The costs associated with complying with future laws and regulations could include costs associated with modifying, requalifying or reformulating our products, recycling and other waste processing costs, or legal and regulatory costs and insurance costs. We have recorded in the past and may be required to record in the future additional expenses for costs associated with compliance with regulations. The costs of complying with future environmental and worker health and safety laws and regulations could materially and adversely affect our business, financial condition and results of operations.
We do not control our suppliers, customers or business partners, and facts or circumstances that may occur as a result of their actions or omissions could harm our reputation and sales.
We do not control our suppliers, customers or partners, or their environmental or other practices. A violation of environmental or other laws by our suppliers, other customers or partners, or an environmental or public health
 
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incident at customer locations, including, for example, a nuclear incident at a facility to which we supplied equipment or that we serviced, or any failure of these third parties to follow generally accepted ethical business practices, could create negative publicity and harm our reputation. In addition, we may be required to seek alternative suppliers or partners if these violations or failures were to occur. We do not inspect or audit compliance of our suppliers, customers or partners with these laws or practices, and we do not require our suppliers, customers or partners to comply with a formal code of conduct. Any conduct or actions that our suppliers could take could reduce demand for our products, harm our ability to meet demand or harm our reputation, brand image, business, financial condition or results of operations.
Some of our workforce is represented by labor unions in the United States and by works councils and trade unions in the EU, and are covered by collective bargaining agreements in connection with such representations. Labor group representation may lead to work stoppages that could materially and adversely affect our business, including as a result of a failure to renegotiate a collective bargaining agreement.
As of June 30, 2021, approximately 38 of our U.S. employees were unionized, or 1.5% of our employees globally, and the majority of our EU employees are members of, or are represented by, works councils or trade unions and are covered by collective bargaining agreements. In addition, employees who are not currently members of, or otherwise represented by, labor organizations may seek such membership or representation, as applicable, in the future. Since 1988, we have experienced only two work stoppages, each time at our facility in Lamanon, France that lasted less than half a day. We may experience work stoppages or other labor disturbances in the future, including in connection with the renegotiation of collective bargaining agreements as they expire, which could adversely affect our business. We cannot predict how stable our relationships will be or whether we will be able to satisfy union or works council requirements without impacting our operating results and financial condition. Union and works council rules may limit our flexibility to respond to changing market conditions and the application of these rules could harm our business. The unions and works councils may also limit our flexibility in dealing with our workforce. Work stoppages and instability in our relationships could negatively impact the timely production of our products, which could strain relationships with customers and cause a loss of revenue that would adversely affect our results of operations. Additionally, any renegotiation of current collective bargaining agreements may result in terms that are less favorable to us.
The elimination or any modification of the Price-Anderson Act’s indemnification authority could have adverse consequences for our business.
In the United States, the Atomic Energy Act of 1954, as amended, or the AEA, comprehensively regulates the manufacture, use and storage of radioactive materials. Section 170 of the AEA, which is known as the Price-Anderson Act, supports the nuclear services industry by offering broad indemnification for third-party public liability claims arising from a nuclear accident occurring at any commercial NPP in the United States. The Act channels the nuclear liability to the licensee plant operator and provides omnibus coverage for all firms that contribute in any way to the design, construction or operation of a licensed reactor, including vendors, contractors, suppliers, engineers, consulting firms, and transporters. The indemnification authority of the Nuclear Regulatory Commission, or NRC, and Department of Energy, or DOE, under the Price-Anderson Act has been extended by Congress numerous times since enactment in 1957, including most recently through 2025 by the Energy Policy Act of 2005. Extension is often largely uncontroversial, although it has met opposition at times due primarily to the view that the Act is a subsidy for the nuclear energy industry. Some of our customers are covered by the DOE indemnification provisions of the Price-Anderson Act for contractors. In addition, other jurisdictions have similar nuclear liability laws with indemnification authority to protect suppliers. If the nuclear liability and indemnification authority in the United States or other countries is eliminated or adversely modified in the future, our business could be adversely affected if the owners and operators of NPPs cancel or delay plans to build new plants or curtail the operations of existing plants. Although it is unlikely that the nuclear liability financial protection authority under the Price-Anderson Act would be completely abolished, some aspects of the Act could be changed during future reauthorizations.
 
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Certain of our products and software are subject to ongoing regulatory oversight by the FDA or equivalent regulatory agencies in international markets and if we are not able to obtain or maintain the necessary regulatory approvals we may not be able to continue to market and sell such products which may materially and adversely affect our business.
The FDA regulates virtually all aspects of a medical device design, development, testing, manufacturing, labeling, storage, record keeping, adverse event reporting, sale, promotion, distribution and shipping. Before a new medical device, including a new intended use, indication, or claim for an existing product, can be marketed in the United States, it must first receive either premarket approval or 510(k) clearance from the FDA, unless an exemption exists. Either process can be expensive, lengthy and unpredictable. The FDA’s 510(k) clearance process generally takes from three to twelve months, but it can last longer. The process of obtaining premarket approval is much more costly and uncertain than the 510(k) clearance process and it generally takes from one to three years, or even longer, from the time the application is filed with the FDA. Additionally, outside of the United States, our products are subject to clearances and approvals by foreign FDA counterparts. In order to market our products internationally, we must obtain licenses or approvals from these governmental agencies, which could include local requirements, safety standards, testing or certifications, and can be time consuming, burdensome and uncertain. Despite the time, effort and cost, there can be no assurance that a particular device or a modification of a device will be approved or cleared by the FDA, or any foreign governmental agency in a timely fashion, if at all. Even if we are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses of the product, which may limit the market for those products, and how those products can be promoted.
Medical devices may only be marketed for the indications for which they are approved or cleared. The FDA and other foreign governments also may change their policies, adopt additional regulations, or revise existing regulations, each of which could prevent or delay approval or clearance of our device, or could impact our ability to market our currently approved or cleared devices. We are also subject to medical device reporting regulations, which require us to report to the FDA and other international governmental agencies if our products cause or contribute to a death or a serious injury, or malfunction in a way that would likely cause or contribute to a death or a serious injury. Further, we are subject to the QSR in the United States and ISO 13485 certification in many international markets, compliance with which is necessary to receive FDA and other international clearances or approvals to market new products, and is necessary for us to be able to continue to market a cleared or approved product in the United States or globally. After a product is placed in the market, we are also subject to oversight by the FDA and Federal Trade Commission related to the advertising and promotion of our products to ensure our claims are consistent with our regulatory clearances, that there is scientific data to substantiate our claims, and that our advertising is not false or misleading. Our products are also subject to state regulations and various international laws and regulations.
A component of our strategy is to continue to upgrade products such as HDR Vue and SunCHECK. Our previous upgrades required 510(k) clearance and international registration before we were able to offer them for sale. We expect our future upgrades will similarly require 510(k) clearance or approval; however, future upgrades may be subject to substantially more time consuming data generation requirements and uncertain premarket approval or clearance processes. If we were required to use the premarket approval process for future products or product modifications, it could delay or prevent release of the proposed products or modifications, which could harm our business.
The FDA requires device manufacturers to make their own determination of whether or not a modification requires an approval or clearance; however, the FDA can review a manufacturer’s decision not to submit for additional approvals or clearances. Any modification to an FDA approved or cleared device that would significantly affect its safety or efficacy or that would constitute a major change in its intended use would require a new premarket approval or 510(k) clearance. We cannot ensure that the FDA will agree with our decisions not to seek approvals or clearances for particular device modifications or that we will be successful in obtaining premarket approvals or 510(k) clearances for modifications in a timely fashion, if at all.
 
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We have obtained 510(k) clearance for SunCHECK to be used as an integrated patient quality assurance, machine quality assurance and data management workflow management application for radiation therapy professionals. We have made modifications to SunCHECK in the past and may make additional modifications in the future that we believe do not or will not require additional approvals or clearances. If the FDA disagrees, based on new finalized guidance and requires us to obtain additional premarket approvals or 510(k) clearances for any modifications to SunCHECK and we fail to obtain such approvals or clearances or fail to secure approvals or clearances in a timely manner, we may be required to cease manufacturing and marketing the modified device or to recall such modified device until we obtain FDA approval or clearance and we may be subject to significant regulatory fines or penalties.
The FDA and similar governmental authorities in other countries in which we market and sell our products have the authority to require the recall of our products in the event of material deficiencies or defects in design, manufacture or labeling, and from time to time we have conducted and may in the future conduct such recalls. A government mandated recall, or a voluntary recall by us, could occur as a result of component failures, manufacturing errors or design defects, including defects in labeling and user manuals. Any recall could divert management’s attention, cause us to incur significant expenses, generate negative publicity, harm our reputation with customers, negatively affect our future sales and business, require redesign of our products, and harm our operating results. In these circumstances, we may also be subject to significant enforcement action. If any of these events were to occur, our ability to introduce new or enhanced products in a timely manner would be adversely affected, which in turn would harm our future growth.
We are subject to federal, state, local and international laws and regulations related to healthcare, the violation of which could result in substantial penalties and harm our business in the medical end market.
Our operations are subject to several laws and regulations governing interactions with healthcare providers. The Medicare and Medicaid “anti-kickback” laws, and similar state laws, prohibit soliciting, offering, paying or accepting any payments or other remuneration that is intended to induce any individual or entity to either refer patients to or purchase, lease or order, or arrange for or recommend the purchase, lease or order of, healthcare products or services for which payment may be made under federal and state healthcare programs, such as Medicare and Medicaid. Such laws impact our sales, marketing and other promotional activities by reducing the types of financial arrangements we may have with our customers, potential customers, marketing consultants and other service providers. They particularly impact how we structure our sales offerings, including discount practices, customer support, product loans, education and training programs, physician consulting, research grants and other service arrangements. Many of these laws are broadly drafted and are open to a variety of interpretations, making it difficult to determine with any certainty whether certain arrangements violate such laws, even if statutory safe harbors are available.
In addition to such anti-kickback laws, federal and state “false claims” laws generally prohibit the knowing filing or causing the filing of a false claim, or the knowing use of false statements to obtain payment from government payors. Although we do not submit claims directly to payors, manufacturers can be held liable under these laws if they are deemed to “cause” the submission of false or fraudulent claims by providing inaccurate billing or coding information to customers, or through certain other activities, including promoting products for uses or indications that are not approved by the FDA.
We are also subject to federal and state physician self-referral laws. The federal Ethics in Patient Referrals Act of 1989, commonly known as the Stark Law, prohibits, subject to certain exceptions, physician referrals of Medicare and Medicaid patients to an entity providing certain “designated health services” if the physician or an immediate family member has any financial relationship with the entity. The Stark Law also prohibits the entity receiving the referral from billing any good or service furnished pursuant to an unlawful referral. Various states have corollary laws to the Stark Law, including laws that require physicians to disclose any financial interest they may have with a healthcare provider to their patients when referring patients to that provider. Both the scope and exceptions for such laws vary from state to state.
 
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If our past or present operations are found to be in violation of any of these “anti-kickback,” “false claims,” “self-referral” or other similar laws in foreign jurisdictions, we may be subject to the applicable penalty associated with the violation, which may include significant civil and criminal penalties, damages, fines, imprisonment and exclusion from healthcare programs. The impact of any such violations may lead to curtailment or restructuring of our operations, which could adversely affect our ability to operate our business and our financial results.
There are a number of federal and state laws protecting the confidentiality of certain patient health information, including patient records, and restricting the use and disclosure of that protected information. In particular, the U.S. Department of Health and Human Services, or HHS, has promulgated patient privacy rules under the Health Insurance Portability and Accountability Act, or HIPAA. These privacy rules protect medical records and other personal health information of patients by limiting their use and disclosure, giving patients the right to access, amend and seek accounting of their own health information and limiting most uses and disclosures of health information to the minimum amount reasonably necessary to accomplish the intended purpose. The HIPAA privacy standard was amended by the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009. Although we are not a “covered entity” under HIPAA, we are considered a “business associate” of certain covered entities and, as such, we are directly subject to HIPAA, including its enforcement scheme and inspection requirements, and are required to implement policies, procedures as well as reasonable and appropriate physical, technical and administrative security measures to protect individually identifiable health information we receive from covered entities. Our failure to protect health information received from customers in compliance with HIPAA or other laws could subject us to civil and criminal liability to the government and civil liability to the covered entity, could result in adverse publicity, and could harm our business and impair our ability to attract new customers.
The Sunshine Act, which was enacted by Congress as part of the Patient Protection and Affordable Care Act on December 14, 2011, requires each applicable manufacturer, which includes medical device companies, to track and report to the federal government on an annual basis all payments and other transfers of value from such applicable manufacturer to U.S. licensed physicians and teaching hospitals as well as physician ownership of such applicable manufacturer’s equity, in each case subject to certain statutory exceptions. Furthermore, on October 25, 2018, President Trump signed into law the “Substance
Use-Disorder
Prevention that Promoted Opioid Recovery and Treatment for Patients and Communities Act” which in part (under a provision entitled “Fighting the Opioid Epidemic with Sunshine”) extends the reporting and transparency requirements for physicians in the Physician Payments Sunshine Act to physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists, and certified nurse midwives (with reporting requirements going into effect in 2022 for payments made in 2021). Such data will be made available by the government on a publicly searchable website. Failure to comply with the data collection and reporting obligations imposed by the Sunshine Act can result in civil monetary penalties ranging from $1,000 to $10,000 for each payment or other transfer of value that is not reported (up to a maximum of $150,000 per reporting period) and from $10,000 to $100,000 for each knowing failure to report (up to a maximum of $1 million per reporting period). In addition, we are subject to similar state and foreign laws related to the tracking and reporting of payments and other transfers of value to healthcare professionals, the violation of which could, among other things, result in civil monetary penalties and adversely impact our reputation and business.
Healthcare reform legislation could materially and adversely affect demand for our products, our revenue and our financial condition.
In March 2010, the Patient Protection and Affordable Care Act, as amended by Health Care and Education Reconciliation Act, collectively referred to as the ACA were signed into law. The ACA includes a large number of health related provisions, including expanding Medicaid eligibility, requiring most individuals to have health insurance, establishing new regulations on health plans, establishing health insurance exchanges, requiring manufacturers to report payments or other transfers of value made to physicians and teaching hospitals, modifying certain payment systems to encourage more
cost-effective
care and a reduction of inefficiencies and waste and including new tools to address fraud and abuse. The laws also include a decrease in the annual rate of
 
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inflation for Medicare payments to hospitals and the establishment of an independent payment advisory board to suggest methods of reducing the rate of growth in Medicare spending. The expansion in the government’s role in the U.S. healthcare industry may result in decreased profits to us, lower reimbursement by third-party payors for our products, or reduced volume of medical procedures conducted with our products, all of which could have a material adverse effect on our business, financial condition and results of operations. The federal government may take further action regarding the ACA, including, but not limited to, repeal or replacement action. Most recently, the Tax Cuts and Jobs Act was signed into law in December 2017, which, among other things, removed penalties for not complying with the individual mandate to carry health insurance. Additionally, all or a portion of the ACA and related subsequent legislation may be modified, repealed or otherwise invalidated through judicial challenge, which could result in lower numbers of insured individuals, reduced coverage for insured individuals and adversely affect our business. We continue to monitor the impact that the ACA may have on our business.
In addition, since the adoption of the Affordable Care Act, other legislation designed to keep federal healthcare costs down has been proposed or passed. For example, under the sequestration required by the Budget Control Act of 2011, as amended by the American Taxpayer Relief Act of 2012, Medicare payments for all items and services under Parts A and B incurred on or after April 1, 2013 have been reduced by up to 2%. Future federal legislation may impose further limitations on the coverage or amounts of reimbursement available for our products from governmental agencies or
third-party
payors. These limitations could have a negative impact on the demand for our products and services, and therefore on our financial position and results of operations.
Since the enactment of the ACA, the Centers for Medicare and Medicaid Services, or CMS, continues its efforts to move away from
fee-for-service
payments for furnishing items and services in Medicare. In the past several rulemaking cycles, CMS has increased packaging policies and created larger payment bundles across the Medicare Hospital Outpatient Prospective Payment System, or OPPS. One example is CMS’s expansion of Comprehensive Ambulatory Payment Classifications, under which payment for adjunctive and secondary items, services and procedures are packaged into the most costly primary procedure at the claim level. Beyond the OPPS, CMS’s Innovation Center has launched a number of alternative payment model, or APM, demonstrations that involve
episode-based
(i.e. bundled) payment. Since 2011, for example, Center for Medicare and Medicaid Innovation, or CMMI, has created and is in the process of creating major federal initiatives to test
episode-based
payments, such as the Bundled Payments for Care Improvement, Oncology Care Model, Specialty Practitioners Payment Model Opportunities. More recently, CMMI proposed a Radiation Oncology Model, which would mandate selected radiotherapy providers to participate in a prospective, episode-based payments model where payment is based on a patient’s diagnosis as opposed to the traditional volume-based
fee-for
service payment model. It is unclear what impact, if any, such initiatives will have on our business and operating results, but uncertainties surrounding the implementation of these payment models could pause or otherwise delay the purchase of our products by our customers and any resulting decrease in reimbursement to our customers may result in reduced demand for our services.
Furthermore, the Patient Access and Medicare Protection Act of 2015 froze payment for some radiation therapy delivery and related services, and requires CMS to provide a report to the U.S. Congress on the development of an APM for radiation therapy services provided in
non-facility
settings. While these types of payment packaging policies and
episode-based
payments may impact reimbursement for overall patient care, including items and services furnished to patients, they also create incentives for providers to carefully assess the value proposition of technology purchases and uses. The impacts of these payment and delivery system changes are in their infancy and their overall effects remain under review.
Future legislative or policy initiatives directed at reducing costs could be introduced at either the federal or state level. We cannot predict what healthcare reform legislation or regulations, if any, including any potential repeal or amendment of the ACA, will be enacted in the United States or elsewhere, what impact any legislation or regulations related to the healthcare system that may be enacted or adopted in the future might have on our business, or the effect of ongoing uncertainty or public perception about these matters will have on the
 
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purchasing decisions of our customers. However, the implementation of new legislation and regulation may materially lower reimbursements for our products, materially reduce medical procedure volumes and significantly and adversely affect our business.
If third-party payors do not provide sufficient coverage and reimbursement to healthcare providers or if there is a reduction in the number of patients with health insurance, demand for our products and our revenue could be materially and adversely affected.
Our customers rely significantly on reimbursement from public and private third-party payors procedures utilizing our radiation oncology and other medical products. Our ability to commercialize our products successfully and increase market acceptance of our products will depend in significant part on the extent to which public and private third-party payors provide adequate coverage and reimbursement for procedures that are performed with our products and the extent to which patients that are treated by our products continue to be covered by health insurance. Third-party payors may establish or change the reimbursement for medical products and services that could significantly influence the purchase of medical products and services. In addition, actions by the government, downturns in the economy and other factors outside of our control could negatively affect the number of individuals covered by health insurance. For example, in connection with
COVID-19-related
layoffs, many individuals have lost their employer-covered health insurance and there is uncertainty as to when or if such coverage will be
re-established.
If reimbursement policies or other cost containment measures are instituted in a manner that significantly reduces the coverage or payment for the procedures that are performed with our products or if there is a prolonged reduction in the number of patients eligible to be treated by our products that are covered by health insurance, our revenue may decline, our existing customers may not continue using our products or may decrease their use of our products, and we may have difficulty obtaining new customers. Such actions would likely have a material adverse effect on our operating results.
In addition, the CMS reviews reimbursement rates annually and may implement significant changes in future years, which could discourage existing and potential customers from purchasing or using our products. Further, outside of the United States, reimbursement practices vary significantly by country. Market acceptance of our products may depend on the availability and level of coverage and reimbursement in any country within a particular time.
Some of our products depend on our ability to source data from third parties who could take steps to block our access to such data. Such blocking could limit the effectiveness of these products, increase our expenses or materially and adversely impact our business.
Our SunCHECK software requires access to data such as electronic health information, or EHI, from other third-party vendors of our customers, typically original equipment manufacturers, in order to perform quality assessments. The functioning of our analytics applications and our ability to perform analytics services is predicated on our ability to establish interfaces that download the relevant data from these third party source systems on a repeated basis and in a reliable manner. The 21st Century Cures Act, often referred to simply as the Cures Act, which was enacted in 2016, contains, among other things, incentives and penalties to promote the use and efficient exchange of EHI and prevent “information blocking” (that is, activity that is likely to interfere with, prevent, or materially discourage access, exchange, or use of EHI, where a health information technology developer, health information network or health information exchange knows or should know that a practice is likely to interfere with access to, exchange or use of EHI). While the information sharing incentives created by the Cures Act are generally beneficial to our business, the implementing regulations also contain certain exceptions which would allow a market actor to block access to EHI without liability. Consequently, we may encounter vendors that engage in information blocking practices that may inhibit our ability to access the relevant data on behalf of customers and any steps we take to enforce the anti-information blocking provisions of the 21st Century Cures Act could be costly, could distract management attention from the business, and could have uncertain results.
 
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The impact of the 21 Century Cures Act on our business is unclear at this time, due to, among other things, uncertainty regarding the interpretation of safe harbors and exceptions to the 21 Century Cures Act by industry participants and regulators.
It is unclear whether the 21 Century Cures Act may benefit us in that certain electronic health records vendors will no longer be permitted to interfere with our attempts at integration, but the rules may also make it easier for other similar companies to enter the market, creating increased competition, and reducing our market share.
Regulations related to “conflict minerals” may force us to incur additional expenses, may result in damage to our business reputation and may materially and adversely impact our ability to conduct our business.
As a public company, we will be subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, that requires us to diligence, disclose and report whether or not our devices contain conflict minerals. The implementation of these requirements could adversely affect the sourcing, availability and pricing of the materials used in the manufacture of components used in our devices. In addition, we will incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of conflict minerals that may be used or necessary to the production of our devices and, if applicable, potential changes to devices, processes or sources of supply as a consequence of such verification activities. It is also possible that we may face reputational harm if we determine that certain of our devices contain minerals not determined to be conflict-free or if we are unable to alter our devices, processes or sources of supply to avoid such materials.
Risks Related to Our Liquidity and Capital Resources
If we cannot generate sufficient operating cash flow and obtain external financing, we may be unable to make all of our planned capital expenditures and other expenses.
Our ability to fund anticipated capital expenditures and other expenses depends on generating sufficient cash flow from operations and the availability of external financing. Since our acquisition by Charterhouse in 2015, Charterhouse has provided us with the capital and debt financing that we have used to fund our growth and operations. Charterhouse’s ownership in us upon the consummation of the Business Combination will reduce significantly and Charterhouse is under no obligation to continue making capital investments in us or to provide debt financing to us, and is unlikely to do so.
Our debt service obligations and our capital expenditures, together with
on-going
operating expenses, will be a substantial drain on our cash flow and may decrease our cash balances. The timing and amount of our capital requirements cannot be precisely determined at this moment and will depend on a number of factors, including demand for our products, product mix, changes in industry conditions and market competition. We intend to regularly assess markets for external financing opportunities, including debt and equity. Such financing may not be available when needed or, if available, may not be available on satisfactory terms, particularly in light of the limited financing available as a result of the recent global financial crisis. Any equity financing would cause further dilution to our stockholders. Our inability to obtain needed financing or to generate sufficient cash from operations may require us to abandon projects or curtail capital expenditures, and we could be materially adversely affected. If we are not able to independently generate excess free cash flow and obtain third party debt or equity financing, our ability to grow our business may be materially adversely affected.
Our indebtedness could impair our financial condition and harm our ability to operate our business.
Certain of our subsidiaries have incurred indebtedness under a credit agreement providing for multi-currency senior secured term loan facilities and a revolving credit facility. We refer to the credit agreement, together with all related loan documents, as entered into in March 2019 and as amended thereafter, as the Mirion Credit Agreement. The obligations under the Mirion Credit Agreement are jointly and severally guaranteed on a senior
 
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basis by certain of our subsidiaries organized in the United States, Germany, the U.K., Canada, France, Belgium and Luxembourg, and secured by substantially all of the assets of those subsidiaries (subject to certain customary limitations). As of June 30, 2021, $889.8 million, net of $16.6 million of deferred financing costs, was outstanding under the Mirion Credit Agreement term loan facilities and no loans were outstanding under the Mirion Credit Agreement revolving credit facility, other than $8.9 million of letters of credit issued thereunder. An additional $2.3 million of indebtedness was outstanding under certain other loan agreements with third parties. We have also entered into various line of credit arrangements with local banks in France and Germany. All of our debt under the Mirion Credit Agreement bears interest at variable rates. If the rates were to increase significantly, our cost of borrowing would increase and the risks related to our indebtedness would be exacerbated.
On June 17, 2021, Mirion Technologies (HoldingSub2) Ltd. entered into a commitment letter (the “
Commitment Letter
”) with Goldman Sachs Lending Partners LLC and Citigroup Global Markets Inc. to provide new debt financing, subject to the closing of the Business Combination and certain other conditions, which debt financing will replace the facilities provided under the Mirion Credit Agreement. The aggregate commitment of the senior secured credit facilities pursuant to the new debt financing will consist of an $830 million dollar-denominated first lien term facility (the “
New Term Facility
”) and a $90 million revolving credit facility (the “
New Revolving Facility
” and, together with the New Term Facility, the “
New Credit Facilities
”). The actual terms of the New Credit Facilities may differ from those described in the Commitment Letter. Additionally, all of the debt under the New Credit Facilities will bear interest at a variable rate. If the rates were to increase significantly, our cost of borrowing would increase and the risks related would be exacerbated.
One of our subsidiaries has also issued notes to shareholders, or the Shareholder Notes of approximately $1.2 billion as of June 30, 2021, and $3.6 million in notes to certain members of management, or the Management Notes as of June 30, 2021. The Shareholder Notes and Management Notes rank pari passu between each other and our other unsecured obligations. The Shareholder and Management Notes can be prepaid without penalty at our option and are subordinate in right of payment to any of our indebtedness to banks or to other financial institutions (either currently existing or incurred in the future). Most of the Shareholder and Management Notes have been admitted to trading and are on the official listing of The International Stock Exchange, or TISE. The Shareholder and Management Notes bear simple annual interest at 11.5%. For the Shareholder Notes, the interest is added to the principal outstanding on December 31 of each year until 2025. Accrued interest outstanding not added to the Shareholder Notes principal was $64.8 million as of June 30, 2021. For the Management Notes, half of the interest is added to the principal outstanding on December 31 of each year until 2025, while the remaining half is payable in cash annually. Accrued interest outstanding on the Management Notes is not material. The Shareholder Notes and Management Notes will be repaid in connection with the Business Combination.
Our indebtedness may have important consequences, including, but not limited to, the following:
 
•  
increasing our vulnerability to general economic downturns and adverse industry conditions;
 
•  
requiring us to dedicate a significant portion of our cash flows from operations to the payment of interest and principal on our debt, which would reduce the funds available to us for our working capital, capital expenditures or other general corporate requirements;
 
•  
limiting our flexibility in planning for, or reacting to, changes in our business and industry;
 
•  
placing us at a competitive disadvantage compared to our competitors with less indebtedness or more liquidity; and
 
•  
limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes.
 
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Despite our levels of indebtedness, we have the ability to incur more indebtedness. Incurring additional debt could further intensify the risks described above.
We may be able to incur additional debt in the future and the terms of the Mirion Credit Agreement will not fully prohibit us from doing so. We have the ability to draw upon the undrawn portion of our $90 million Existing Revolving Facility. We also have the ability to draw upon the uncommitted accordion provided under the Mirion Credit Agreement (subject to the receipt of commitments and satisfaction of certain other conditions), which permits incremental term loans and revolving loans thereunder or certain equivalent debt outside of the Mirion Credit Agreement of up to (i) the greater of $118.0 million and 100% of “consolidated EBITDA” (as defined in the Mirion Credit Agreement), plus (ii) the aggregate amount of all voluntary prepayments of loans and certain other permitted indebtedness that is secured on a pari passu basis with the loans, in each case, to the extent not financed with the incurrence of certain additional long-term indebtedness, plus (iii) an unlimited amount so long as, on a “pro forma basis” (as defined in the Mirion Credit Agreement) (x) with respect to indebtedness secured on a pari pasu basis with the first lien obligations under the Mirion Credit Agreement, the “consolidated first lien secured debt to consolidated EBITDA ratio” (as defined therein) would not exceed 5.00:1.00 or, in the case of incremental facilities incurred to finance a permitted acquisition or other permitted investment, such ratio immediately prior to the incurrence; (y) with respect to indebtedness secured on a junior basis with the first lien obligations under the Mirion Credit Agreement, the “consolidated secured debt to consolidated EBITDA ratio” (as defined in the Mirion Credit Agreement) would not exceed 5.50:1.00 or, in the case of incremental facilities incurred to finance a permitted acquisition or other permitted investment, such ratio immediately prior to the incurrence; and (z) in the case of unsecured indebtedness either the “consolidated total debt to consolidated EBITDA ratio” (as defined therein) would not exceed 6.00:1.00 or the “interest coverage ratio” (as defined therein) would be at least 2:00:1.00 (or, in the case of incremental facilities incurred to finance a permitted acquisition or other permitted investment, the consolidated total debt to consolidated EBITDA ratio would not exceed such ratio immediately prior to the incurrence, or the interest coverage ratio would not be less than such ratio, immediately prior to the incurrence). In addition, the Mirion Credit Agreement contains other provisions allowing us to incur significant amounts of additional new debt. If new debt is added to our current debt levels, the related risks that we now face could intensify and we may not be able to meet all our respective debt obligations. In addition, the Mirion Credit Agreement does not prevent us from incurring obligations that do not constitute indebtedness under those agreements.
Additionally, the terms of the New Credit Facilities to be provided pursuant to the Commitment Letter will not fully prohibit us from incurring additional debt in the future. We will have the ability to draw upon our $90 million New Revolving Facility. Similar to the Mirion Credit Agreement, we will have the ability to draw upon the uncommitted accordion to be provided under the New Credit Facilities (subject to the receipt of commitments and satisfaction of certain other conditions), which will incremental term loans and revolving loans thereunder or certain equivalent debt outside of the New Credit Facilities documentation of up to (i) the greater of $172.0 million and 100% of “consolidated EBITDA”
plus
any unused portion of the general debt basket that is instead applied to increase the amount of the accordion, plus (ii) the aggregate amount of all voluntary prepayments of loans and certain other permitted indebtedness secured on a pari passu basis with the loans under the New Credit Facilities, in each case, to the extent not financed with the incurrence of certain additional long-term indebtedness, plus (iii) an unlimited amount, so long as (x) in the case of indebtedness secured on a pari passu basis with the first lien obligations under the New Credit Facilities, the “first lien net leverage ratio” (to be defined in the New Credit Facilities documentation) is equal to or less than the greater of the first lien net leverage ratio on the closing date of the New Credit Facilities or, in the case of incremental facilities incurred to finance a permitted acquisition or other permitted investment, such ratio immediately prior to the incurrence; (y) in the case of junior lien loans or loans secured by
non-collateral,
the “secured net leverage ratio” (to be defined in the New Credit Facilities documentation) is not more than the greater of 0.75x above the secured net leverage ratio on the closing date of the New Credit Facilities or, in the case of incremental facilities incurred to finance a permitted acquisition or other permitted investment, such ratio immediately prior to the incurrence; and (z) in the case of unsecured loans, either (A) the “total net leverage ratio” (to be defined in the New Credit Facilities Documentation) is not more than the greater of 1.25x above the total net leverage ratio on the closing date of the New Credit Facilities or, in the case of incremental facilities incurred to finance a permitted acquisition or other
 
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permitted investment, such ratio immediately prior to the incurrence, or (B) the “interest coverage ratio” (to be defined in the New Credit Facilities documentation) is greater than or equal to the lesser of 1.75:1.00 or, in the case of incremental facilities incurred to finance a permitted acquisition or other permitted investment, the interest coverage ratio immediately prior to the incurrence. In addition, the New Credit Facilities documentation will contain other provisions allowing us to incur significant amounts of additional new debt. If new debt is added to the debt that will be originally incurred under the New Credit Facilities, the related risks could intensify and we may not be able to meet all our respective debt obligations. In addition, the credit agreement governing the New Credit Facilities will not prevent us from incurring obligations that do not constitute indebtedness under those agreements. The definitive documentation for the New Credit Facilities has not been finalized and, accordingly, the actual terms of the New Credit Facilities may differ from those described in this proxy statement/prospectus. Market conditions at the time of debt financing marketing could result in more restrictive terms. Additionally, the actual terms of the New Credit Facilities may differ from those described in the Commitment Letter.
Restrictive covenants in the Mirion Credit Agreement and any future debt agreements, could restrict our operating flexibility.
The Mirion Credit Agreement contains restrictive covenants that limit our ability to engage in specified transactions and prohibit us from voluntarily prepaying certain of our other indebtedness. These covenants limit our ability to, among other things:
 
•  
incur additional indebtedness;
 
•  
pay dividends on, or repurchase or make distributions in respect of, our capital stock or make other restricted payments;
 
•  
make certain investments, including acquisitions of other companies;
 
•  
sell or transfer assets;
 
•  
prepay, redeem, repurchase, defease or amend the terms of certain junior indebtedness;
 
•  
create or incur liens on our assets or enter into contractual obligations that restrict our ability to grant liens on assets or capital stock or pay dividends; and
 
•  
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
Under the Mirion Credit Agreement, in certain circumstances we also are required to satisfy and maintain a certain total level of first lien net debt to income ratio. Our ability to meet this financial ratio could be affected by events beyond our control, and there can be no assurance that we will meet that ratio.
The failure to comply with any of these covenants or any other term of the Mirion Credit Agreement would cause a default under the Mirion Credit Agreement. A default, if not waived, could result in acceleration of the outstanding indebtedness under the Mirion Credit Agreement, in which case such indebtedness would become immediately due and payable, and could also cause the acceleration of other indebtedness outstanding at such time. If any default occurs, we may not be able to pay our debt or borrow sufficient funds to refinance it. Even if new financing is available, it may not be available on terms that are acceptable to us. Complying with these covenants may cause us to take actions that we otherwise would not take or not take actions that we otherwise would take.
Unfavorable currency exchange rate fluctuations could materially and adversely affect our financial results.
Our international sales and our operations in countries other than the United States expose us to risks associated with fluctuating currency values and exchange rates. A significant amount of our international sales, costs, assets and liabilities are denominated in currencies other than the U.S. dollar. For fiscal 2020, approximately 39% of our sales were denominated in euros, 3% in pounds sterling, 3% in Japanese yen and 3% in Canadian dollars. For fiscal 2021, approximately 39% of our sales were denominated in euros, 3% in pounds sterling, 2% in Japanese
 
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yen and 2% in Canadian dollars. Gains and losses on the conversion of accounts receivable, accounts payable and other monetary assets and liabilities to U.S. dollars may contribute to fluctuations in our results of operations. In addition, increases in the value of the U.S. dollar relative to the euro could have an adverse effect on our results of operations. We do not currently purchase forward contracts to hedge against the risks associated with fluctuations in exchange rates.
Changes in our effective tax rate or adverse outcomes resulting from examination of our income tax returns could materially and adversely affect our results.
Our effective tax rate could be adversely affected by several factors, many of which are outside of our control, including:
 
•  
earnings being lower than anticipated in countries where we are taxed at lower rates or other shifts in the mix of
pre-tax
profits and losses from one jurisdiction to another;
 
•  
our inability to use tax credits;
 
•  
changing tax laws or related interpretations, accounting standards and regulations and interpretations in multiple tax jurisdictions in which we operate;
 
•  
an increase in expenses not deductible for tax purposes, including certain stock-based compensation expense and impairment of goodwill;
 
•  
the tax effects of purchase accounting for acquisitions and restructuring charges and other discrete recognition of taxable events and exposures that may cause fluctuations between reporting periods;
 
•  
changes related to our ability to ultimately realize future benefits attributed to net operating loss and other carryforwards included in our deferred tax assets;
 
•  
tax assessments resulting from income tax audits or any related tax interest or penalties that would affect our income tax expense for the period in which the settlements take place; and
 
•  
a change in our decision to indefinitely reinvest foreign earnings.
In addition, we may be subject to examination of our income tax returns by the Internal Revenue Service or other tax authorities. If any tax authority challenges the relative mix of our U.S. and international income, our future effective income tax rates could be adversely affected. While we regularly assess the likelihood of adverse outcomes from such examinations and the adequacy of our provision for income taxes, we cannot assure you that such provision is sufficient and that a determination by a tax authority will not have an adverse effect on our business, financial condition and results of operations.
Our effective tax rates may increase.
On April 7, 2021, the Biden administration proposed changes to the U.S. tax system. The proposals under discussion include changes to the U.S. corporate tax system that would increase U.S. corporate tax rates, impose a corporate minimum book tax and double the tax rate on and make other tax changes to GILTI earned by foreign subsidiaries. While it is expected that a tax reform bill will be introduced in the House of Representatives in the near term, many aspects of the current proposals are unclear or undeveloped. We are unable to predict which, if any, U.S. tax reform proposals will be enacted into law, and what effects any enacted legislation might have on our liability for U.S. federal income taxes. However, it is possible that the enactment of changes in the U.S. corporate tax system could have a material adverse effect on our liability for U.S. corporate tax and our consolidated effective tax rate.
 
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Risks Related to the Business Combination and GSAH
The Sponsor and GS Employee Participation have each agreed to vote in favor of the Business Combination and the other proposals described herein to be presented at the Special Meeting, regardless of how our public stockholders vote.
The Sponsor and GS Employee Participation have each agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the Special Meeting. As of the date of this proxy statement, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if our Initial Stockholders agreed to vote their founder shares in accordance with the majority of the votes cast by our public stockholders.
Neither the GSAH Board nor any committee thereof obtained a third party valuation in determining whether or not to pursue the Business Combination.
Neither the GSAH Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that we are paying for Mirion is fair to us from a financial point of view. Neither the GSAH Board nor any committee thereof obtained a third party valuation in connection with the Business Combination. In analyzing the Business Combination, the GSAH Board conducted due diligence on Mirion. The GSAH Board also consulted with GSAH’s management and its legal counsel, financial advisor and other advisors and considered a number of factors, uncertainty and risks, including, but not limited to, those discussed under “
Proposal No. 1—Approval of the Business Combination—GSAH’s Board of Directors’ Reasons for the Approval of the Business Combination,
” and concluded that the Business Combination was in the best interest of GSAH’s stockholders. Accordingly, investors will be relying solely on the judgment of the GSAH Board in valuing Mirion, and the GSAH Board may not have properly valued such businesses. The lack of a third party valuation may also lead an increased number of stockholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.
Since the Sponsor and the members of GSAH’s management team have interests that are different, or in addition to (and which may conflict with), the interests of our stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate as our initial business combination. Such interests include that the Sponsor will lose its entire investment in us if our business combination is not completed.
When you consider the recommendation of our Board in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor and our directors have interests in such proposal that are different from, or in addition to, those of our stockholders and warrant holders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Business Combination Proposal. GSAH stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. See “
Proposal No. 1—Approval of the Business Combination—
Interests of Goldman Sachs Parties and Certain Other Persons in the Business Combination
” for a further discussion of these considerations.
The exercise of the GSAH management team’s discretion in agreeing to changes or waivers in the terms of the Business Combination Agreement, including closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in GSAH’s stockholders’ best interest.
In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require GSAH to agree to amend the Business Combination
 
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Agreement, to consent to certain actions taken by Mirion or to waive rights that GSAH is entitled to under the Business Combination Agreement, including those related to closing conditions. Such events could arise because of changes in the course of Mirion’ businesses or a request by Mirion to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Mirion’ businesses and would entitle GSAH to terminate the Business Combination Agreement. In any of such circumstances, it would be at GSAH’s discretion, acting through its Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement) may result in a conflict of interest on the part of such director(s) between what he or they may believe is best for GSAH and its stockholders and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement, GSAH does not believe there will be any changes or waivers that GSAH’s management team would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, GSAH will circulate a new or amended proxy statement and resolicit GSAH’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.
GSAH and Mirion will incur significant transaction and transition costs in connection with the Business Combination.
GSAH and Mirion have both incurred and expect to incur significant,
non-recurring
costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. We and Mirion may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of, or paid by, the party incurring such fees, expenses and costs, or otherwise paid by GSAH following the closing of the Business Combination.
GSAH’s transaction expenses as a result of the Business Combination are currently estimated at approximately $33 million in deferred underwriting discount, advisory fees and placement agent fees payable to Goldman Sachs & Co. LLC, an affiliate of us and the Sponsor. The amount of the deferred underwriting discount will not be adjusted for any shares that are redeemed in connection with the Business Combination. The
per-share
amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting discount and after such redemptions, the
per-share
value of shares held by
non-redeeming
stockholders will reflect our obligation to pay the deferred underwriting discount.
The announcement of the proposed Business Combination could disrupt Mirion’s relationships with its customers, suppliers, joint venture partners and others, as well as its operating results and business generally.
Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Mirion’s business include the following:
 
•  
its employees may experience uncertainty about their future roles, which might adversely affect Mirion’s ability to retain and hire key personnel and other employees;
 
•  
customers, suppliers, joint venture partners and other parties with which Mirion maintains business relationships may experience uncertainty about its future and rescind their deposits, seek alternative relationships with third parties, seek to alter their business relationships with Mirion. or fail to extend an existing relationship with Mirion; and
 
•  
Mirion has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.
 
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If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Mirion’s results of operations and cash available to fund its businesses.
Subsequent to consummation of the Business Combination, we may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
We cannot assure you that the due diligence conducted in relation to Mirion has identified all material issues or risks associated with Mirion, its business or the industry in which it competes. Furthermore, we cannot assure you that factors outside of Mirion’s and our control will not later arise. As a result of these factors, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or
write-off
assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or the post-business combination company.
Accordingly, any stockholders or warrant holders of GSAH who choose to remain our stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares, warrants and units. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.
The historical financial results of Mirion and unaudited pro forma financial information included elsewhere in this proxy statement may not be indicative of what our actual financial position or results of operations would have been.
The historical financial results of Mirion included in this proxy statement do not reflect the financial condition, results of operations or cash flows they would have achieved as a public company during the periods presented or those we will achieve in the future. The post-business combination company’s financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements included elsewhere in this proxy statement, so it may be difficult for investors to compare the post-business combination company’s future results to historical results or to evaluate its relative performance or trends in its business.
Similarly, the unaudited pro forma financial information in this proxy statement is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Mirion being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of Mirion on the date the Business Combination closes and the number of our public shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of the post-business combination company’s future operating or financial performance and the post-business combination company’s actual financial condition and results of operations may vary materially from the pro forma results of operations and balance sheet contained elsewhere in this proxy statement, including as a result of such assumptions not being accurate. See “
Selected Unaudited Pro Forma Condensed Combined Financial Information
.”
We currently intend to only complete one Business Combination with the proceeds of our IPO and the sale of the private placement warrants, which will cause us to be solely dependent on Mirion’s business. This lack of diversification may negatively impact our operations and profitability.
We currently intend to only complete one Business Combination with the proceeds of our IPO and the sale of the private placement warrants. By completing our Business Combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be
 
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able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success will be solely dependent upon the business and financial performance of Mirion.
This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to the Business Combination. See “—
Risks Related to Mirion’s Business
” for risks we may face as a result of consummating the Business Combination with Mirion.
We have a minimum cash requirement. This requirement may make it more difficult for us to complete the Business Combination as contemplated.
The Business Combination Agreement provides that Mirion’s and the Seller’s obligation to consummate the Business Combination is conditioned on, among other things, the Minimum Cash Condition, which provides that the cash consideration in the Transactions will be an amount equal to $1,310,000,000; provided, that if the Minimum Cash Condition 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.
In addition, pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated.
If such conditions are waived and the Business Combination is consummated, the cash held by us and our subsidiaries (including Mirion) in the aggregate, after the closing of the Business Combination may not be sufficient to allow us to operate and pay our bills as they become due. Furthermore, our affiliates are not obligated to make loans to us or invest in us in the future after the Business Combination. The additional exercise of redemption rights with respect to a large number of our public stockholders may make us unable to take such actions as may be desirable in order to optimize our capital structure after consummation of the Business Combination and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses and liabilities after the closing of the Business Combination. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.
Certain regulatory approvals are closing conditions to the Business Combination. Such regulatory approvals may not be received, may take longer to receive than expected, or may be subject to conditions that are not presently anticipated, any of which could delay or prevent the Closing.
Before the Business Combination may be completed, we must obtain approvals under certain foreign direct investment regimes in France, Finland, Germany and possibly the United Kingdom. Specifically, in France, we are required to make a filing so as to obtain either (i) a written confirmation from the French Minister in charge of Economy that the Business Combination does not fall within the scope of the French Monetary and Financial Code or (ii) the approval of the Business Combination by a decision of the Minister in charge of Economy pursuant to that Code. In Finland, we are required to file an application or notification under the Act on the Screening of Foreign Corporate Acquisitions. In Germany, we are required to file a notification under the Foreign Trade and Payments Act and the accompanying Foreign Trade and Payments Regulation. In the United Kingdom, we could be required to make a mandatory filing under the National Security and Investment Act 2021 if it comes into force prior to the Closing. In addition to these foreign direct investment approvals, Mirion and its subsidiaries must obtain approvals from the U.S. Nuclear Regulatory Commission and certain U.S. state regulators in relation to the transfer of certain radioactive material licenses that they hold. Each of the foregoing regulatory approvals is a condition to Closing.
 
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The amount of time required to receive each of these regulatory approvals from the relevant governmental authorities could be considerable and is difficult to predict, and there can be no assurances as to whether such regulatory approvals will be received when expected, if at all. There can also be no assurances whether any conditions, limitations, obligations or restrictions will be imposed in connection with such approvals and, if imposed, whether such conditions, limitations, obligations or restrictions will have the effect of preventing or materially delaying the consummation of the Business Combination, imposing additional material costs on or materially limiting New Mirion’s revenue following the Business Combination, or otherwise materially reducing the anticipated benefits of the Business Combination. Further, the effects of the COVID-19 pandemic may delay receipt of the regulatory approvals necessary to complete the Business Combination.
You should also consider that regulatory approvals from governmental authorities, if received, reflect only the relevant authority’s view that the Business Combination does not contravene applicable foreign direct investment laws, related regulations or policy. Further, any particular regulatory approval is not an endorsement, recommendation or opinion of the applicable governmental authority that the proposed Business Combination is favorable to the shareholders of either party to the Business Combination from a financial point of view or that the authority has considered the adequacy or appropriateness of the commercial or legal terms of the Business Combination.
If we and Mirion and its subsidiaries do not obtain all regulatory approvals by the End Date of November 30, 2021, then, subject to certain conditions, we or Mirion and the Charterhouse Parties may extend the End Date to January 31, 2022, but if the parties do not extend the End Date then either party could terminate the Business Combination Agreement. In addition, if we and Mirion and its subsidiaries do not obtain all regulatory approvals by such extended End Date, then, subject to certain conditions, we or Mirion and the Charterhouse Parties may further extend the End Date to March 31, 2022, but if the parties do not further extend the End Date then either party could terminate the Business Combination Agreement. Accordingly, if any regulatory approvals are subject to significant conditions, or not obtained at all, our ability to consummate the Business Combination may be impaired and any such conditions could have a material and adverse impact on New Mirion’s future business, results of operations and financial condition.
The Sponsor, Mirion or our or their respective directors, officers, advisors or respective affiliates may elect to purchase shares from public stockholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our Class A common stock.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Mirion stockholders or our or their respective directors, officers, advisors or respective affiliates may (1) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (2) execute agreements to purchase such shares from such investors in the future, or (3) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of GSAH’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Mirion stockholders or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (1) increase the likelihood of approving the Condition Precedent Proposals and (2) limit the number of public shares electing to redeem, including to satisfy any redemption threshold.
Entering into any such arrangements may have a depressive effect on our common stock (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business
 
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Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. In addition, if such purchases are made, the public “float” of our public shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Future resales of common stock after the consummation of the Business Combination may cause the market price of our securities to drop significantly, even if our business is doing well.
After the consummation of the Business Combination and subject to certain exceptions, certain Sellers will be contractually restricted from selling or transferring any shares of our common stock it received in connection with the Business Combination for a period of six months, and the Sponsor will be contractually restricted from selling or transferring the founder shares until the end of the Sponsor
Lock-up
Period. However, following the expiration of such lockup, neither the Sponsor nor such stockholders will be restricted from selling their shares of our common stock, other than by applicable securities laws. Additionally, the PIPE Investors will not be restricted from selling any of their shares of our common stock following the closing of the Business Combination, other than by applicable securities laws. As such, sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.
As restrictions on resale end and registration statements are available for use, the sale or possibility of sale of shares by the Sponsor or its members, the PIPE Investors or certain other Sellers could have the effect of increasing the volatility in our share price or the market price of our Class A common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them. Pursuant to the Subscription Agreements and the Amended and Restated Registration Rights Agreement, we have agreed to register the resale of the shares of Class A common stock certain Sellers receives in connection with the Business Combination, the founder shares and the shares of our common stock issued in the PIPE Investment, in accordance with the terms and subject to the conditions of the Subscription Agreements and Amended and Restated Registration Rights Agreement, as applicable.
We are not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a “cashless basis” and potentially causing such warrants to expire worthless.
We are not registering the shares of our Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the issuance of the shares of our Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available.
 
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Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities laws.
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share (which was the offering price per unit in our IPO).
Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.
The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party
 
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who executed a waiver of any and all rights to seek access to the trust account and except as to any claim under our indemnity of the underwriters of the IPO against certain liabilities, including under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we have not asked the Sponsor to reserve for such indemnification obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. No member of our management team will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board and us to claims of punitive damages.
If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.
If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the
per-share
amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the
per-share
amount that would otherwise be received by our public stockholders in connection with our liquidation would be reduced.
Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the required time period may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a
60-day
notice period during which any third-party claims can be brought against the corporation, a
90-day
period during which the corporation may reject any claims brought, and an additional
150-day
waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem
 
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our public shares as soon as reasonably possible following the required time period in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.
Because we do not intend to comply with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
The trading price of our Class A common stock, warrants and units may be volatile.
Upon and following the consummation of the Business Combination, the trading price of our Class A common stock, warrants and units may highly volatile and subject to wide fluctuations due to a number of factors control. Some of the factors that could negatively affect the market price of our Class A common stock, warrants and units or result in significant fluctuations in price, regardless of our actual operating performance, include:
 
•  
actual or anticipated variations in our quarterly operating results;
 
•  
results of operations that vary from the expectations of securities analysts and investors;
 
•  
changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
 
•  
changes in market valuations of similar companies;
 
•  
changes in the markets in which we operate;
 
•  
announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
 
•  
announcements by third parties of significant claims or proceedings against us;
 
•  
additions or departures of key personnel;
 
•  
actions by stockholders, including the sale by the PIPE Investors of any of their shares of our common stock;
 
•  
speculation in the press or investment community;
 
•  
general market, economic and political conditions, such as recessions, interest rates, “trade wars,” pandemics (such as
COVID-19)
and acts of war or terrorism;
 
•  
our operating performance and the performance of other similar companies;
 
•  
our ability to accurately project future results and our ability to achieve those and other industry and analyst forecasts;
 
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•  
litigation with third parties, including governmental entities; and
 
•  
new legislation or other regulatory developments that adversely affect us, our markets or our industry.
Furthermore, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in Mirion’s industry, and often occurs without regard to the operating performance of the affected companies. Therefore, factors that have little or nothing to do with us could cause the price of our Class A common stock, warrants and units to fluctuate, and these fluctuations or any fluctuations related to our company could cause the market price of our Class A common stock, warrants and units to decline materially.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of our management team from our business regardless of the outcome of such litigation.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination.
The fact that we are a blank check company will make compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because Mirion is not currently subject to Section 404 of the Sarbanes-Oxley Act. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Mirion as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to us after the Business Combination. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. We currently anticipate losing our “emerging growth company” status if the Business Combination is consummated, we currently anticipate losing our “emerging growth company” status at 2022 year end.
The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from our business operations.
As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, the post-business combination company will incur significant legal, accounting and other expenses that Mirion did not previously incur. Mirion’s entire management team and many of its other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.
These rules and regulations will result in the post-business combination company incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for the post-business combination company to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for the post-business combination company to attract and retain qualified people to serve on its Board of Directors, its board committees or as executive officers.
 
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We are currently an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by
non-affiliates
exceeds $700 million as of the end of the prior second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in
non-convertible
debt securities during the prior three-year period.
Our public stockholders will experience dilution as a consequence of, among other transactions, the issuance of Class A common stock as consideration in the Business Combination and the PIPE Investment. Having a minority share position may reduce the influence that our current stockholders have on the management of the post-business combination company.
The issuance of a significant number of shares of our Class A common stock in the Business Combination and in the PIPE Investment will dilute the equity interest of our existing stockholders and may adversely affect prevailing market prices for our public shares and/or public warrants.
It is anticipated that, upon completion of the Business Combination:
 
  •  
the PIPE Investors (including GSAM Holdings, assuming no syndication of its subscription) will own approximately 44% of the outstanding GSAH common stock;
 
  •  
our public stockholders will own approximately 37% of the outstanding GSAH common stock;
 
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  •  
the Sellers, other than current members of Mirion management, will own approximately 15% of outstanding GSAH common stock;
 
  •  
Sellers who are current members of Mirion management will own approximately 4% of the outstanding GSAH common stock; and
 
  •  
the GS Sponsor will own 0% of the outstanding GSAH common stock (assuming, for this purpose, that none of the founder shares’ performance vesting conditions have been satisfied at the time of completion of the Business Combination). Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares.
These levels of ownership interest: (i) assume that no public shares are elected to be redeemed in connection with the Business Combination, (ii) exclude the 18,750,000 outstanding founder shares held by the GS Sponsor (all of which are subject to the performance vesting conditions and forfeiture as described herein), (iii) assume no exercise of any warrants to purchase Class A common stock that will remain outstanding immediately following the Business Combination, (iv) exclude the issuance of any shares under the Incentive Plan following the Business Combination and (v) assume that only members of Mirion’s management team will elect to receive shares of GSAH Class B common stock and that the other Sellers receiving shares of GSAH common stock elect to receive shares of GSAH Class A common stock. If the actual facts are different from these assumptions, the above levels of ownership interest will be different. For more information, see “
Summary of the Proxy Statement/Prospectus— Ownership of the Company Following the Business Combination
” and “
Unaudited Pro Forma Condensed Combined Financial Information
.”
The issuance of additional shares of Class A common stock will significantly dilute the equity interests of existing holders of our securities and may adversely affect prevailing market prices for our units, public shares or public warrants.
Warrants will become exercisable for our Class A common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
If the Business Combination is completed, outstanding warrants to purchase an aggregate of approximately 18,750,000 shares of our Class A common stock will become exercisable in accordance with the terms of the warrant agreement. These warrants will become exercisable 30 days after the completion of the Business Combination. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of our Class A common stock will be issued, which will result in dilution to the holders of our Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our Class A common stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. See “
—Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.
”
Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.
The warrants were issued in registered form under a warrant agreement with Continental Stock Transfer & Trust Company, N.A., as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the
 
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consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30
trading-day
period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.
In addition, we may redeem your warrants after they become exercisable for a number of shares of Class A common stock determined based on the redemption date and the fair market value of our Class A common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are
“out-of-the-money,”
in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock had your warrants remained outstanding.
None of the private placement warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.
The NYSE may not list our securities on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
In connection with the Business Combination, in order to continue to maintain the listing of our securities on the NYSE, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements. We will seek to have the post-business combination company’s securities listed on the NYSE upon consummation of the Business Combination. We cannot assure you that we will be able to meet all initial listing requirements. Even if the post-business combination company’s securities are listed on the NYSE, we may be unable to maintain the listing of its securities in the future.
If we fail to meet the initial listing requirements and the post-business combination company’s securities are not listed on the NYSE or on another national securities exchange, we could face significant material adverse consequences, including:
 
•  
a limited availability of market quotations for our securities;
 
•  
reduced liquidity for our securities;
 
•  
a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
 
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•  
a limited amount of news and analyst coverage; and
 
•  
a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If the post-business combination company’s securities were not listed on the NYSE, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.
The coverage of our business or our securities by securities or industry analysts or the absence thereof could adversely affect our securities and trading volume.
The trading market for our securities will be influenced in part by the research and other reports that industry or securities analysts may publish about us or our business or industry from time to time. We do not control these analysts or the content and opinions included in their reports. As a former blank check company, we may be slow to attract equity research coverage, and the analysts who publish information about our securities will have had relatively little experience with our company, which could affect their ability to accurately forecast our results and make it more likely that we fail to meet their estimates. If no or few analysts commence equity research coverage of us, the trading price and volume of our securities would likely be negatively impacted. If analysts do cover us and one or more of them downgrade our securities, or if they issue other unfavorable commentary about us or our industry or inaccurate research, our stock price would likely decline. Furthermore, if one or more of these analysts cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets. Any of the foregoing would likely cause our stock price and trading volume to decline.
We may be subject to certain ownership and voting power laws and regulations which may limit the ability of stockholders to acquire our Class A common stock and therefore limit demand for our Class A common stock. Our organizational and governing documents may include provisions to comply with such laws and regulations.
Under foreign direct investment and public interest laws, including in Germany, Finland, France, and the UK, and potentially other jurisdictions, certain acquisitions of our Class A common stock by investors are subject to government approval requirements. For example, in Germany, German foreign direct investment law may require foreign investors to obtain approval from the German Federal Ministry for Economic Affairs and Energy for the direct or indirect acquisition of shares of a German company if the acquirer directly or indirectly holds at least 10% of the voting rights of the company following the acquisition. Any acquisition in violation of the aforementioned provisions of German foreign direct investment law may be void. Any violation of the prohibition to consummate an acquisition without approval of the Ministry may be subject to sanctions. Similar foreign direct investment laws exist in other jurisdictions in which we have substantial operations. In Finland, government approvals are required if an investor holds at least 10% of the voting rights of the company following the investment. In France, the prior approval from the French Minister of Economy is required if a
non-EU
investor exceeds, directly or indirectly, 25% of the voting rights of the French entities of the company following the investment or, for an EU
non-French
investor, in case of acquisition of control, direct or indirect, of the French entities. The U.K. will have a 25% voting rights threshold for mandatory filings under the National Security and Investment Act 2021 when the new regime becomes operational on January 4, 2022. Accordingly, these restrictions on and approval requirements for the acquisition of a substantial shareholding in our share capital may restrict certain investments and limit demand for shares of our Class A common stock.
Anti-takeover provisions contained in the New Mirion Organizational Documents, as well as provisions of Delaware law, could impair a takeover attempt.
Assuming the passage of the Charter Proposal, the New Mirion Organizational Documents will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best
 
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interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Certain of these provisions provide:
 
•  
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
 
•  
the requirement that directors may only be removed from the Board for cause;
 
•  
the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board;
 
•  
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
 
•  
a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of our Board or the Chief Executive Officer of GSAH, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and
 
•  
advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of GSAH.
The New Mirion Charter includes forum selection clauses, which could discourage claims or limit stockholders’ ability to make a claim against us, our directors, officers, other employees or stockholders.
The current GSAH Certificate of Incorporation includes, and the New Mirion Charter will also include, forum selection clauses. The New Mirion Charter will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: (a) any derivative action or proceeding brought on behalf of the Company; (b) any claim or cause of action for breach of a fiduciary duty owed by any current or former director, officer or other employee of the Company, to the Company or the Company’s stockholders; (c) any claim or cause of action against the Company or any current or former director, officer or other employee of the Company, arising out of or pursuant to any provision of the DGCL or our certificate of incorporation or bylaws; (d) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws (as each may be amended from time to time, including any right, obligation, or remedy thereunder), (e) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (f) any claim or cause of action against the Company or any current or former director, officer or other employee of the Company, governed by the internal-affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensable parties named as defendants. In addition, the New Mirion Charter will provide that, unless New Mirion consents in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, the Securities Act forum selection clause will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. These forum selection clauses may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may result in additional costs for a stockholder seeking to bring a claim. While we believe the risk of a court declining to enforce these forum selection clauses is low, if a court were to determine a forum selection clause to be inapplicable or unenforceable in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on our results of operations and financial condition.
 
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Our warrants are accounted for as derivative liabilities and the changes in the value of our warrants have had and may continue to have a material effect on our financial results.
Our warrants are included on our balance sheet as of December 31, 2020 as derivative liabilities. ASC 815 provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting
non-cash
gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations have fluctuated and may continue to fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize
non-cash
gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.
We have identified a material weakness in our internal control over financial reporting, and we may experience additional material weaknesses or otherwise fail to design and maintain effective internal control over financial reporting, our ability to timely and accurately report our financial condition and operating results in compliance with reporting requirements applicable for public companies in the United States could be impaired, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.
Following the reassessment of the accounting treatment of the warrants, we determined that it was appropriate to restate the Company’s historical financial results for the
Non-Reliance
Periods, in each case to reflect the change in accounting treatment. In connection with the foregoing development, the Company identified a material weakness in the design and operation of the Company’s internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex features of the Class A common stock and warrants issued by the Company was not effectively designed or maintained.
This material weakness resulted in the restatement of the Company’s financial statements for the year ended December 31, 2020, its balance sheet as of July 2, 2020, and its interim financial statements for the quarter ended September 30, 2020. Additionally, this material weakness could result in a misstatement of the warrant liability, Class A common stock and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. If we are unable to develop and maintain effective internal control over financial reporting we may not be able to accurately report our financial results in a timely manner, which may cause us to be unable to comply with securities law or applicable stock exchange requirements, adversely affect investor confidence in us and/or materially and adversely affect our business and operating result, and our stock price may decline as a result. Any required remediation measures may be time consuming and costly and there is no assurance that any measures taken to date or any such measures taken in the future will ultimately have the intended effects, including to avoid potential future material weaknesses.
Legal proceedings in connection with the business combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.
On August 3, 2021, a purported stockholder of the Company sent a letter to the Board claiming that the Board is improperly denying holders of GSAH Class A common stock the right under Delaware law to a separate class vote with respect to the Company’s proposal to increase the number of authorized shares of GSAH Class A common stock in connection with the Business Combination. While the Company believes that no such separate class vote is required and that the claims and allegations in the August 3, 2021 letter are without merit, on September 3, 2021, the Company, Mirion and the Charterhouse Parties, on behalf of the Sellers, entered into Amendment No. 1 to the Business Combination Agreement, which provides, among other things, that the holders of GSAH Class A common stock shall separately vote on the proposal to increase the number of authorized
 
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shares of the Company’s Class A common stock. Approval of the Class A Common Stock Proposal is not a condition to the consummation of the Business Combination.
On August 6, 2021, Tim Holtom, a purported GSAH stockholder, filed the Holtom complaint (Case No. 654831/2021) in the Supreme Court of the State of New York, County of New York, against GSAH, and members of the GSAH Board. The Holtom Complaint asserts a claim for breach of fiduciary duty against the Individual Defendants, and a claim for aiding and abetting the Individual Defendants’ breaches of their fiduciary duties against GSAH. The Holtom Complaint alleges, among other things, that the defendants committed such breaches by causing (or knowingly assisting) the dissemination of a materially incomplete and misleading Registration Statement concerning the Business Combination.
The Holtom Complaint seeks, among other things, (i) to enjoin the closing of the Proposed Transaction (or, in the event the Proposed Transaction closes, rescission or damages), (ii) an order compelling the dissemination of a Registration Statement free of untrue statements of material fact and which states all material facts necessary to make the statements therein not misleading, (iii) a declaration that defendants violated their fiduciary duties, and (iv) attorneys’ fees and costs.
Additional lawsuits may be filed against GSAH or its directors and officers in connection with the Business Combination. Defending such additional lawsuits could require GSAH to incur significant costs and draw the attention of GSAH management team away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions are consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the business combination from becoming effective within the agreed upon timeframe. See
“Proposal No. 1—The Business Combination Proposal—Litigation Relating to the Business Combination.”
Risks Related to the Redemption
Public stockholders who wish to redeem their public shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the trust account.
A public stockholder will be entitled to receive cash for any public shares to be redeemed only if such public stockholder: (1)(a) holds public shares, or (b) if the public stockholder holds public shares through units, the public stockholder elects to separate its units into the underlying public shares and warrants prior to exercising its redemption rights with respect to the public shares; (2) prior to 5:00 p.m. Eastern Time on [•], 2021 (two business days before the scheduled date of the Special Meeting) submits a written request to Continental Stock Transfer & Trust Company, N.A., our transfer agent, that we redeem all or a portion of your public shares for cash, affirmatively certifying in your request if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in
Section 13d-3
of the Exchange Act) with any other stockholder with respect to shares of our common stock; and (3) delivers its public shares to our transfer agent physically or electronically through DTC. In order to obtain a physical share certificate, a stockholder’s broker or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from our transfer agent. However, because we do not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, public stockholders who wish to redeem their public shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
If the Business Combination is consummated, and if a public stockholder properly exercises its right to redeem all or a portion of the public shares that it holds, including timely delivering its shares to our transfer agent, we
 
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will redeem such public shares for a
per-share
price, payable in cash calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). Please see the section entitled “
Special Meeting of GSAH Stockholders—Redemption Rights
” for additional information on how to exercise your redemption rights.
If a public stockholder fails to receive notice of our offer to redeem public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
If, despite our compliance with the proxy rules, a public stockholder fails to receive our proxy materials, such public stockholder may not become aware of the opportunity to redeem his, her or its public shares. In addition, the proxy materials that we are furnishing to holders of public shares in connection with the Business Combination describe the various procedures that must be complied with in order to validly redeem the public shares. In the event that a public stockholder fails to comply with these procedures, its public shares may not be redeemed. Please see the section entitled “
Special Meeting of GSAH Stockholders—Redemption Rights
” for additional information on how to exercise your redemption rights.
If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the public shares.
A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the public shares. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, we will require each public stockholder seeking to exercise redemption rights to certify to us whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to us at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which we make the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over our ability to consummate the Business Combination and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if we consummate the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the public shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. We cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the
per-share
redemption price. Notwithstanding the foregoing, stockholders may challenge our determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.
However, our stockholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.
There is some uncertainty regarding the U.S. federal income tax consequences to holders of our Class A common stock who elect to exercise their redemption rights.
There is some uncertainty regarding the U.S. federal income tax consequences to holders of our Class A common stock who exercise their redemption rights. The uncertainty of tax consequences relates primarily to the individual circumstances of the taxpayer and include (i) whether the redemption results in a distribution or a sale taxable as capital gain, and (ii) whether such capital gain, if applicable, is “long-term” or “short-term” capital gain. Whether the redemption qualifies for sale treatment will depend largely on whether the holder owns (or is deemed to own) any shares of our Class A common stock following the redemption, and if so, the total number of shares of our Class A common stock held by the holder both before and after the redemption relative to all shares of our Class A common stock outstanding both before and after the redemption. The redemption generally will be treated as a sale, rather than a
 
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distribution, if the redemption (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the holder. Due to the personal and subjective nature of certain of such tests and the absence of clear guidance from the U.S. Internal Revenue Service (the “
IRS”
), there is uncertainty as to how a holder who elects to exercise its redemption rights will be taxed in connection with the exercise of redemption rights.
Furthermore, any redemption (or portion thereof) by a
Non-U.S.
Holder (as defined below) treated as a distribution that constitutes a dividend for U.S. federal income tax purposes will generally be subject to withholding tax at a rate of 30% of the gross amount of the dividend (unless the
Non-U.S.
Holder establishes that it is eligible for a reduced rate of withholding tax under an applicable income tax treaty or certain other exceptions apply). Because the determination as to whether a redemption is treated as a sale or a distribution is dependent on matters of fact, withholding agents may presume, for withholding purposes, that all amounts paid to
Non-U.S.
Holders in connection with a redemption are treated as distributions in respect of such
Non-U.S.
Holder’s shares of our Class A common stock. Accordingly, a
Non-U.S.
Holder should expect that a withholding agent will likely withhold U.S. federal income tax on the gross proceeds payable to it pursuant to a redemption at a rate of 30% unless the
Non-U.S.
Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form
W-8BEN
or
W-8BEN-E,
or other applicable IRS Form
W-8).
Holders of our Class A common stock are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the redemption to them. For a more detailed explanation of the U.S. federal income tax consequences of the redemption, see the section entitled “
Proposal No. 1—Approval of the Business Combination—United States Federal Income Tax Considerations to Stockholders Exercising Redemption Rights.
”
Risks if the Business Combination is not Consummated
If we are not able to complete the Business Combination with Mirion by July 2, 2022 (or if such date is extended at a duly called meeting of stockholders, such later date) nor able to complete another initial business combination by such date, we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
If we are not able to complete the Business Combination with Mirion by July 2, 2022 (or if such date is extended at a duly called meeting of stockholders, such later date) nor able to complete another initial business combination by such date, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless.
You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or public warrants, potentially at a loss.
Our public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (1) the completion of our initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein;
 
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(2) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the required time period; and (3) the redemption of all of our public shares if we are unable to complete our initial business combination by July 2, 2022 (or if such date is extended at a duly called meeting of stockholders, such later date), subject to applicable law and as further described herein. In addition, if we are unable to complete an initial business combination within the required time period for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond the end of the required time period before they receive funds from our trust account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or public warrants, potentially at a loss.
If the funds not being held in the trust account are insufficient to allow us to operate until at least July 2, 2022, we may be unable to complete our initial business combination.
The funds available to us outside of the trust account may not be sufficient to allow us to operate until July 2, 2022, assuming that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. However, our affiliates are not obligated to make loans to us or invest in us in the future (other than the GS Sponsor Capital Commitment), and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.
Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a
“no-shop”
provision (a provision in letters of intent or Business Combination Agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or Business Combination Agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “
Risks Related to the Business Combination and GSAH—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share (which was the offering price per unit in our IPO)
” and other risk factors herein.
 
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and the six months ended June 30, 2021 present the historical financial statements of GSAH, the “Company”, adjusted to reflect the Business Combination. The Company and Mirion shall collectively be referred to herein as the “
Companies
.” The Companies, subsequent to the Business Combination, shall be referred to herein as the “
Combined Company
.” The unaudited condensed combined financial information presents the pro forma effects of the following transactions:
 
  •  
The Business Combination of Mirion with GSAH pursuant to the Business Combination Agreement;
 
  •  
Conversion of the GSAH Class B common stock outstanding prior to the Business Combination to GSAH Class A common stock;
 
  •  
Execution of Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors have collectively subscribed for 90.0 million shares of the GSAH Class A common stock for an aggregate purchase price equal to $900 million (the “
PIPE Investment
”), $200 million of which has been subscribed for by GSAM Holdings (the “
Backstop Party
”) unless it chooses to syndicate such subscription. The PIPE Investment will be consummated substantially concurrently with the closing of the Business Combination;
 
  •  
At the Closing, the Sellers (or the “
Mirion Sellers
”) will have the option to elect to receive equity consideration either in the form of shares of GSAH Class A common stock or shares of GSAH Class B common stock of the Company that will have voting rights but no economic interest in the Company, paired with shares of IntermediateCo Class B common stock
(non-voting)
of a newly formed subsidiary (IntermediateCo) (the “
Paired Interests
”). The Company will own 100% of the voting shares (Class A) of IntermediateCo but a portion of the economic interest of IntermediateCo will accrue to the management holders of IntermediateCo Class B common stock and GSAH Class B common stock in proportion to their ownership of GSAH Class B common stock, or voting interest, in the Company. As a result, the Company will recognize a noncontrolling interest for the portion of IntermediateCo that is not attributable to the Company. We have assumed only members of Mirion’s management team will elect to receive shares of Class B common stock (the “
Class
 B Holders
”) and that the remaining Mirion Sellers receiving shares of GSAH common stock will elect to receive GSAH Class A common stock;
 
  •  
The transfer of a portion of the founder shares to executives and a board member of the Combined Company, to be forfeited if certain service and performance conditions are not met within five years of the Transaction Date. This transaction will be accounted for as stock compensation expense in the financial statements of the Combined Company;
 
  •  
Repayment of Mirion third-party and related party notes and entering into a new term loan facility; and
 
  •  
The pro forma impact of the acquisition by Mirion of the Sun Nuclear Corporation (“
SNC
” or “
Sun Nuclear
”) on December 18, 2020 (the “
Sun Acquisition
”) which was deemed a significant acquisition to Mirion under Regulation
S-X
Article 11,
Pro Forma Financial Information
.).
The unaudited pro forma condensed combined balance sheet as of June 30, 2021 assumes that the Business Combination was completed on June 30, 2021 except with respect to the
payment-in-kind
(“PIK”) Notes, as described below. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and for the six months ended June 30, 2021 give pro forma effect to the Business Combination as if it had occurred on January 1, 2020. The consideration to be paid to the Mirion Sellers in connection with the Business Combination is allocated first in respect of the PIK Notes and second in respect of the Existing Mirion Shares. The PIK Notes accrue
payment-in-kind
interest daily at a rate of 11.5% annually (the Shareholder Notes accrue PIK interest daily at a rate of 11.5% annually (other than a $70 million tranche that accrues interest at a rate of 6.0% annually until October 1, 2021 and then accrues interest at a rate of 11.5% annually) with the interest added to the outstanding principal amount on December 31 of each year in arrears, and
 
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the Management Notes accrue PIK interest daily at a rate of 11.5% annually with half of such annual amount added to the outstanding principal amount on December 31 of each year in arrears while the remaining half is payable in cash on December 31 of each year). The PIK Notes are contemplated to be acquired by GSAH at the Closing for a price equal to the full outstanding principal amount together with all accrued but unpaid interest up to but excluding the Closing Date using a portion of the Business Combination consideration. In connection with the Closing, GSAH will contribute the PIK Notes to Mirion Topco, and then the PIK Notes will be extinguished in full. See “
Certain Relationships and Related Persons Transactions—Mirion’s Related Person Transactions—Shareholder Notes
.” Accordingly, as the amount of accrued and unpaid interest from the PIK Notes increases, the holders of the PIK Notes will receive more of the Business Combination consideration as compared to the holders of the Existing Mirion Shares. Mirion Sellers (excluding members of Mirion management) hold significantly more of the outstanding principal amount of the PIK Notes than members of Mirion management and, accordingly, Mirion Sellers (excluding members of Mirion management) will receive proportionally more of the Business Combination consideration than members of Mirion management over time as the PIK Notes accrue additional unpaid interest. This has the effect over time of increasing the number of shares of GSAH Class A common stock to be issued to the Mirion Sellers (excluding members of Mirion management) and reducing the number of shares of GSAH Class B common stock that will be issued to Mirion management (there is no incremental dilution to Public Stockholders). For purposes of estimating the amount of GSAH Class A Common Stock and GSAH Class B Common Stock to be outstanding, we have assumed an amount of principal and interest of the PIK Notes as if the Closing Date would be October 31, 2021, but for all other purposes have assumed the Closing Date will be June 30, 2021.
GSAH’s fiscal year ends on December 31, whereas Mirion’s fiscal year ends June 30. Due to this difference, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020, is derived from GSAH’s audited consolidated statement of operations for the year ended December 31, 2020, and Mirion’s unaudited financial results for the twelve-month period from January 1, 2020 through December 31, 2020. Mirion arrived at the unaudited financial results for the twelve-month period ended December 31, 2020 by aggregating the results for each quarterly period in calendar year 2020 (i.e., quarters ending March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020), which produced the same result as adding the interim results for the six months ended December 31, 2020, to the audited results for the fiscal year ended June 30, 2020, and deducting the interim results for the six months ended December 31, 2019. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021, combines the unaudited consolidated statement of operations for both GSAH and Mirion during the same period. Mirion’s balances have been classified consistently with the Company’s presentation.
On June 17, 2021, the Company entered into the Business Combination Agreement. After giving effect to the Business Combination, the Company is expected to own between 95% and 96% of Mirion and its subsidiaries, and the Charterhouse Parties and the other Sellers (including certain members of Mirion management) are expected to hold between 15% and 17% of the outstanding shares of GSAH Class A common stock (excluding the founder shares) and all of the outstanding shares of the GSAH Class B common stock. See the ownership diagram in “
Summary of the Proxy Statement/Prospectus—Business Combination Proposal—Structure of the Transactions
” for further details. The pro forma condensed combined information contained herein assumes the Company’s stockholders approve the proposed Business Combination. The Company’s public stockholders may elect to redeem their shares of GSAH Class A common stock even if they approve the proposed Business Combination. The Company cannot predict how many of its public stockholders will elect to redeem their shares of GSAH Class A common stock for cash. As a result, the Company has provided pro forma condensed combined financial statements under two different redemption scenarios:
 
  •  
Assuming no redemptions: This presentation assumes that no shares of GSAH Class A common stock are redeemed.
 
  •  
Assuming maximum redemptions: This presentation assumes that the maximum number of shares of GSAH Class A common stock are redeemed such that the remaining funds held in the trust account
 
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after the payment of the redeeming shares’
pro-rata
allocation along with the proceeds from the PIPE Investment are sufficient to fund the Minimum Cash Condition (not less than $1,310 million available for use as cash consideration to the Sellers and to be retained on the balance sheet of the Combined Company). Based on the amount of $750.1 million in the trust account as of June 30, 2021, inclusive of accrued dividends, and considering the anticipated gross proceeds of approximately $900.0 million from the PIPE Investment, the aggregate commitment of $830 million from a first lien term facility pursuant to the Debt Commitment Letter and approximately $125.0 million from the Backstop Party, approximately 36.8 million shares of GSAH Class A common stock may be redeemed and still enable us to have sufficient cash to satisfy the cash closing conditions in the Business Combination Agreement, including the debt refinancing of Mirion’s 2019 Credit Facility (as defined in Note 8–
Borrowings
to the consolidated financial statements included elsewhere in this proxy statement/prospectus).
The actual redemptions will likely be within the scenarios described above; however, there can be no assurance regarding which scenario will be closest to the actual results. Under both scenarios, the Company is considered the accounting acquirer, as further discussed in “NOTE 3—
Basis of the Pro Forma Presentation
.” The business combination is accounted for under the scope of Financial Accounting Standards Board’s Accounting Standards Codification (“
ASC
”) Topic 805, Business Combinations (“
ASC 805
”). Pursuant to ASC 805, GSAH has been determined to be the accounting acquirer as GSAH is transferring cash via the use of funds in their trust account and proceeds from equity issuances to execute the business combination. The cash consideration to the sellers is equal to an amount greater than a majority of the total consideration exchanged.
The transfer of cash in exchange for the majority of the sellers’ equity supports the conclusion that GSAH is the accounting acquirer in the business combination. Mirion constitutes a business in accordance with ASC 805, and the business combination constitutes a change in control.
 
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GS ACQUISITION HOLDINGS CORP II
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2021
 
   
Historical as of
June 30, 2021
                
Pro Forma
Financing
Adjustments
(Assuming No
Redemptions)
          
As of
June 30,
2021
  
($ in millions)
  
GS
Acquisition
Holdings
Corp II
    
Mirion
    
Pro Forma
Purchase
Accounting
Adjustments
    
Notes
    
Notes
    
Pro Forma
Combined
(Assuming No
Redemptions)
  
ASSETS
              
Current assets:
              
Cash and cash equivalents
   $ 0.8     $ 101.1     $ —         $ 900.0    
 
(b)
 
   $ 293.3  
        (908.7 )   
 
(b)
 
     750.1    
 
(b) (d)
 
  
        (1,310.0 )   
 
(b)
 
     (11.7 )   
 
(b) (e)
 
  
            (58.3 )   
 
(b)
 
  
            830.0    
 
(b)
 
  
Accounts receivable, net
     —         133.3       —           —           133.3  
Costs in excess of billings
     —         57.2       —           —           57.2  
Inventories
     —         113.2       34.9    
 
(a)
 
     —           148.1  
Other current assets
     0.4       29.1       —           —           29.5  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total current assets
     1.2       433.9       (2,183.8 )        2,410.1         661.4  
Property, plant, and equipment, net
     —         88.8       18.7    
 
(a)
 
     —           107.5  
Other assets:
              
Cash and cash equivalents held in Trust
     750.1       —         —           (750.1 )   
 
(d)
 
     —    
Goodwill
     —         681.5       978.8    
 
(a)
 
     —           1,660.3  
Intangible assets, net
     —         326.3       393.2    
 
(a)
 
     —           719.5  
Other assets
     0.8       16.7       —           —           17.5  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total other assets
     750.9       1,024.5       1,372.0         (750.1 )        2,397.3  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total assets
   $ 752.1     $ 1,547.2     $ (793.1 )      $ 1,660.0       $ 3,166.2  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
Current liabilities:
              
Accounts payable
   $ 8.3     $ 47.1     $ —       $ (7.7 )   
 
(e)
 
   $ 47.7  
Deferred contract revenue
     —         50.4       (16.7 )   
 
(a)
 
     —           33.7  
Working capital note
     2.0       —         —           —           2.0  
Warrant liability
     62.4       —         —           —           62.4  
Notes payable to third-parties, current
     —         6.4       (6.4 )   
 
(a) (c)
 
     8.3    
 
(b)
 
     8.3  
Accrued expenses and other current liabilities
     —         84.3       —           (5.9 )   
 
(e)
 
     78.4  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total current liabilities
     72.7       188.2       (23.1 )        (5.3 )        232.5  
Deferred underwriting discount
     26.3       —         —           (26.3 )   
 
(e) (f)
 
     —    
Third-party notes payable,
non-current,
net
     —         885.7       (885.7 )   
 
(a) (c)
 
     821.7    
 
(b)
 
     803.3  
            (18.4 )   
 
(e) (k)
 
  
Related party notes payable,
non-current,
net
     —         1,235.3       (1,235.3 )   
 
(a)
 
     —           —    
Deferred income taxes and other liabilities
     —         77.5       109.8    
 
(a)
 
     —           187.3  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total liabilities
     99.0       2,386.7       (2,034.3 )        771.7         1,223.1  
GSAH Class A common stock subject to redemption
     750.0       —         —           (750.0 )   
 
(g)
 
     —    
Stockholders’ deficit:
              
A Ordinary shares
     —         —         —           —      
 
(g)
 
     —    
B Ordinary shares
     —         0.1       (0.1 )   
 
(a)
 
     —      
 
(g)
 
     —    
Additional
paid-in
capital
     —         9.5       (9.5 )   
 
(a)
 
     900.0    
 
(b)
 
     1,954.2  
        401.7    
 
(a)
 
     750.0    
 
(g)
 
  
            (11.7 )   
 
(a) (b)
 
  
            (85.8 )   
 
(h)
 
  
Receivable from Employees for purchase of Stock
     —         (2.4 )      2.4    
 
(a)
 
     —           —    
Accumulated (deficit) earnings
     (96.9 )      (888.0 )      888.0    
 
(a)
 
         (96.9 ) 
Noncontrolling interests
     —         2.1       (2.1 )   
 
(a)
 
     85.8    
 
(h)
 
     85.8  
Accumulated other comprehensive income (loss)
     —         39.2       (39.2 )   
 
(a)
 
     —           —    
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total stockholders’ equity (deficit)
     (96.9 )      (835.2 )      1,241.2         1,638.3         1,943.1  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total liabilities and stockholders’ equity
   $ 752.1     $ 1,547.2     $ (793.1 )      $ 1,660.0       $ 3,166.2  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
 
135
Table of Contents
GS ACQUISITION HOLDINGS CORP II
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2021
 
   
Historical as of
June 30, 2021
                            
As of
June 30,
2021
  
($ in millions)
  
GS
Acquisition
Holdings
Corp II
    
Mirion
    
Pro Forma
Purchase
Accounting
Adjustments
    
Notes
    
Pro Forma
Financing
Adjustments
(Assuming
Maximum
Redemptions)
    
Notes
    
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
  
ASSETS
              
Current assets:
              
Cash and cash equivalents
   $ 0.8     $ 101.1     $ —         $ 900.0    
 
(b)
 
   $ 50.0  
        (908.7 )   
 
(b)
 
     750.1    
 
(b) (d)
 
  
        (1,310.0 )   
 
(b)
 
     (11.7 )   
 
(b) (e)
 
  
            (58.3 )   
 
(b)
 
  
            830.0    
 
(b)
 
  
            125.0    
 
(b)
 
  
            (368.3 )   
 
(b)
 
  
Accounts receivable, net
     —         133.3       —           —           133.3  
Costs in excess of billings
     —         57.2       —           —           57.2  
Inventories
     —         113.2       34.9    
 
(a)
 
     —           148.1  
Other current assets
     0.4       29.1       —           —           29.5  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total current assets
     1.2       433.9       (2,183.8 )        2,166.8         418.1  
Property, plant, and equipment, net
     —         88.8       18.7    
 
(a)
 
     —           107.5  
Other assets:
              
Cash and cash equivalents held in Trust
     750.1       —         —           (750.1 )   
 
(d)
 
     —    
Goodwill
     —         681.5       978.8    
 
(a)
 
     —           1,660.3  
Intangible assets, net
     —         326.3       393.2    
 
(a)
 
     —           719.5  
Other assets
     0.8       16.7       —           —           17.5  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total other assets
     750.9       1,024.5       1,372.0         (750.1 )        2,397.3  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total assets
   $ 752.1     $ 1,547.2     $ (793.1 )      $ 1,416.7       $ 2,922.9  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
Current liabilities:
              
Accounts payable
   $ 8.3     $ 47.1     $ —       $ (7.7 )   
 
(e)
 
   $ 47.7  
Deferred contract revenue
     —         50.4       (16.7 )   
 
(a)
 
     —           33.7  
Working capital note
     2.0       —         —           —           2.0  
Warrant liability
     62.4       —         —           —           62.4  
Notes payable to third-parties, current
     —         6.4       (6.4 )   
 
(a) (c)
 
     8.3    
 
(b)
 
     8.3  
Accrued expenses and other current liabilities
     —         84.3       —           (5.9 )   
 
(e)
 
     78.4  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total current liabilities
     72.7       188.2       (23.1 )        (5.3 )        232.5  
Deferred underwriting discount
     26.3       —         —           (26.3 )   
 
(e) (f)
 
     —    
Third-party notes payable,
non-current,
net
     —         885.7       (885.7 )   
 
(a) (c)
 
     821.7    
 
(b)
 
     803.3  
            (18.4 )   
 
(e) (k)
 
  
Related party notes payable,
non-current,
net
     —         1,235.3       (1,235.3 )   
 
(a)
 
     —           —    
Deferred income taxes and other liabilities
     —         77.5       109.8    
 
(a)
 
     —           187.3  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total liabilities
     99.0       2,386.7       (2,034.3 )        771.7         1,223.1  
GSAH Class A common stock subject to redemption
     750.0       —         —           (750.0 )   
 
(g)
 
     —    
Stockholders’ deficit:
              
A Ordinary shares
     —         —         —           —      
 
(g)
 
     —    
B Ordinary shares
     —         0.1       (0.1 )   
 
(a)
 
     —      
 
(g)
 
     —    
Additional
paid-in
capital
     —         9.5       (9.5 )   
 
(a)
 
     900.0    
 
(b)
 
     1,712.0  
        401.7    
 
(a)
 
     750.0    
 
(g)
 
  
            (11.7 )   
 
(a) (b)
 
  
            125.0    
 
(b)
 
  
            (368.3 )   
 
(b)
 
  
            (84.7 )   
 
(h)
 
  
Receivable from Employees for purchase of Stock
     —         (2.4 )      2.4    
 
(a)
 
     —           —    
Accumulated (deficit) earnings
     (96.9 )      (888.0 )      888.0    
 
(a)
 
         (96.9 ) 
Noncontrolling interests
     —         2.1       (2.1 )   
 
(a)
 
     84.7    
 
(h)
 
     84.7  
Accumulated other comprehensive income (loss)
     —         39.2       (39.2 )   
 
(a)
 
     —           —    
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total stockholders’ equity (deficit)
     (96.9 )      (839.5 )      1,241.2         1,395.0         1,699.8  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
Total liabilities and stockholders’ equity
   $ 752.1     $ 1,547.2     $ (793.1 )      $ 1,416.7       $ 2,922.9  
 
 
 
    
 
 
    
 
 
      
 
 
      
 
 
  
 
136
Table of Contents
GS ACQUISITION HOLDINGS CORP II
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2021
 
   
Historical
Financials
                                      
($ in millions, except shares
outstanding and per share amounts)
  
GS
Acquisition
Holdings
Corp II
    
Mirion
    
Pro Forma
Purchase
Accounting
Adjustments
    
Notes
    
Mirion Pro
Forma
    
Pro Forma
Financing
Adjustments
(Assuming No
Redemptions)
    
Notes
    
Pro Forma
Combined
(Assuming No
Redemptions)
  
Revenues
:
                
Product
   $ —     $ 267.5     $ —       $ 267.5     $ —       $ 267.5  
Service
     —         78.6       —           78.6       —           78.6  
 
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
  
Total Revenues
     —         346.1       —           346.1       —           346.1  
Costs and expenses:
                
Cost of revenues—Product
     —         166.4       (2.3 )      (i )      164.1       —           164.1  
Cost of revenues—Service
     —         37.6       1.1         38.7       —           38.7  
Selling, general and administrative
     8.7       127.1       14.4       (i)       141.5       9.3       (j)       159.5  
Research and development
     —         19.2       —           19.2       —           19.2  
Other deductions, net
     —         (3.6 )      —           (3.6 )      —           (3.6 ) 
Change in fair value of warrant liability
     (9.2 )      —         —           —         —           (9.2 ) 
Dividend expense (income)
     —         —         —           —         —           —    
Interest expense (income), net
     —         86.7       (86.7 )      (i)       —         15.8       (k)       15.8  
 
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
  
Income (loss) before income taxes
     0.5       (87.3 )      73.5         (13.8 )      (25.1 )        (38.4 ) 
Income tax expense (benefit)
     (0.5 )      11.5       18.4       (i)       29.9       (6.3 )      (l)       23.1  
 
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
  
Net income (loss)
   $ 1.0     $ (98.8 )    $ 55.1       $ (43.7 )    $ (18.8 )        (61.5 ) 
 
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
Less: Income (loss) attributable to noncontrolling interests
                 (m)       (2.7 ) 
               
 
 
  
Net income (loss) attributable to controlling interests
                 $ (58.8 ) 
               
 
 
  
Historical
                
Weighted average common shares outstanding of Class A common stock
     75,000,000                
Basic and diluted net income per share, Class A
   $ 0.01                
Weighted average common shares outstanding of Class B common stock
     18,750,000                
Basic and diluted net income per share, Class B
   $ 0.01                
Earnings per share—no redemption scenario
                
Pro Forma weighted average common shares of Class A common stock outstanding—basic and diluted
                   195,050,000  
Pro Forma net income (loss) per share basic and diluted available to common stockholders, Class A
                 (n)     $ (0.30 ) 
 
137
Table of Contents
GS ACQUISITION HOLDINGS CORP II
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2021
 
   
Historical Financials
                                      
($ in millions, except shares
outstanding and per share
amounts)
  
GS
Acquisition
Holdings
Corp II
    
Mirion
Historical
    
Pro Forma
Purchase
Accounting
Adjustments
    
Notes
    
Mirion Pro
Forma
    
Pro Forma
Financing
Adjustments
(Assuming
Maximum
Redemptions)
    
Notes
    
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
  
Revenues:
                
Product
   $ —     $ 267.5     $ —       $ 267.5     $ —       $ 267.5  
Service
     —         78.6       —           78.6       —           78.6  
 
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
  
Total Revenues
     —         346.1       —           346.1       —           346.1  
Costs and expenses:
                
Cost of revenues—Product
     —         166.4       (2.3 )      (i )      164.1       —           164.1  
Cost of revenues—Service
     —         37.6       1.1         38.7       —           38.7  
Selling, general and administrative
     8.7       127.1       14.4       (i )      141.5       9.3       (j)       159.5  
Research and development
     —         19.2       —           19.2       —           19.2  
Other deductions, net
     —         (3.6 )      —           (3.6 )      —           (3.6 ) 
Change in fair value of warrant liability
     (9.2 )      —         —           —         —           (9.2 ) 
Dividend expense (income)
     —         —         —           —         —           —    
Interest expense (income), net
     —         86.7       (86.7 )      (i )      —         16.9       (k)       16.9  
 
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
  
Income (loss) before income taxes
     0.5       (87.3 )      73.5         (13.8 )      (26.2 )        (39.5 ) 
Income tax expense (benefit)
     (0.5 )      11.5       18.4       (i )      29.9       (6.6 )      (l)       22.8  
 
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
  
Net income (loss)
   $ 1.0     $ (98.8 )    $ 55.1       $ (43.7 )    $ (19.6 )        (62.3 ) 
 
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
Less: Income (loss) attributable to noncontrolling interests
                 (m)       (3.1 ) 
               
 
 
  
Net income (loss) attributable to controlling interests
                 $ (59.2 ) 
               
 
 
  
Historical
                
Weighted average common shares outstanding of Class A common stock
     75,000,000                
Basic and diluted net income per share, Class A
   $ 0.01                
Weighted average common shares outstanding of Class B common stock
     18,750,000                
Basic and diluted net income per share, Class B
   $ 0.01                
Earnings per share—maximum redemption scenario
                
Pro Forma weighted average common shares of Class A common stock outstanding—basic and diluted
                   170,720,000  
Pro Forma net income (loss) per share basic and diluted available to common stockholders, Class A
                 (n)     $ (0.35 ) 
 
138
Table of Contents
GS ACQUISITION HOLDINGS CORP II
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
 
   
Historical Financials
                                                  
($ in millions, except shares outstanding and per share
amounts)
  
GS
Acquisition
Holdings
Corp II
    
Historical
Mirion
    
Historical
Sun
Nuclear
(1/1/20 –
12/18/20)
    
Pro Forma
Sun Nuclear
Purchase
Accounting
Adjustments
    
Notes
    
Mirion
Pro
Forma
    
Pro Forma
Purchase
Accounting
Adjustments
    
Notes
    
Pro Forma
Financing
Adjustments
(Assuming
No
Redemptions)
    
Notes
    
Pro Forma
Combined
(Assuming
No
Redemptions)
  
Revenues
:
                      
Product
   $ —     $ 377.1     $ 75.7     $ (7.3 )      (o)     $ 445.5     $ —       $ —       $ 445.5  
Service
     —         139.2       22.4       (9.5 )      (o)       152.1       (12.9 )      (i )      —           139.2  
 
 
 
    
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
      
 
 
  
Total Revenues
     —         516.3       98.1       (16.8 )        597.6       (12.9 )        —           584.7  
Costs and expenses:
                      
Cost of revenues—  Product
     —         230.8       21.9       7.7       (o)       260.4       29.5       (i )      —           289.9  
Cost of revenues—  Service
     —         70.5       11.0       —           81.5       0.7       (i )      —           82.2  
Selling, general and administrative
     2.5       162.6       33.8       15.7       (o)       212.1       36.0       (i )      33.4       (j)       284.0  
Research and development
     —         17.9       14.7       —           32.6       —           —           32.6  
Other deductions, net
     —         16.4       (0.5 )      —           15.9       —           —           15.9  
Change in fair value of warrant liability
     43.1       —         —         —           —         —           —           43.1  
Dividend expense (income)
     (0.1 )      —         —         —           —         —           0.1       (p)       —    
Interest expense (income), net
     —         154.2       0.1       21.3       (o)       175.6       (159.0 )      (i )      31.7       (k)       48.3  
 
 
 
    
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
      
 
 
  
Income (loss) before income taxes
     (45.5 )      (136.1 )      17.1       (61.5 )        (180.5 )      79.9         (65.2 )        (211.3 ) 
Income tax expense (benefit)
     (0.3 )      (15.7 )      —         (11.1 )      (o)       (26.8 )      20.0       (i )      (16.3 )      (l)       (23.4 ) 
 
 
 
    
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
      
 
 
  
Net income (loss)
   $ (45.2 )    $ (120.4 )    $ 17.1     $ (50.4 )      $ (153.7 )    $ 59.9       $ (48.9 )        (187.9 ) 
 
 
 
    
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
      
Less: Income (loss) attributable to noncontrolling interests
                       (m)       (8.2 ) 
                     
 
 
  
Net income (loss) attributable to controlling interests
                       $ (179.7 ) 
                     
 
 
  
Historical
                      
Weighted average common shares outstanding of Class A common stock
     37,397,260                      
Basic and diluted net income per share, Class A
   $ (0.79 )                     
Weighted average common shares outstanding of Class B common stock
     19,597,603                      
Basic and diluted net income per share, Class B
   $ (0.79 )                     
Earnings per share – no redemption scenario
                      
Pro Forma weighted average common shares of Class A common stock outstanding—  basic and diluted
                         195,050,000  
Pro Forma net income (loss) per share basic and diluted available to common stockholders, Class A
                       (n )    $ (0.92 ) 
 
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GS ACQUISITION HOLDINGS CORP II
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
 
   
Historical Financials
                                                  
($ in millions, except shares outstanding and per share
amounts)
 
GS
Acquisition
Holdings
Corp II
    
Historical
Mirion
    
Historical
Sun Nuclear
(1/1/20 –
12/18/20)
    
Pro Forma
Sun Nuclear
Purchase
Accounting
Adjustments
    
Notes
    
Mirion
Pro
Forma
    
Pro Forma
Purchase
Accounting
Adjustments
    
Notes
    
Pro Forma
Financing
Adjustments
(Assuming
Maximum
Redemptions)
    
Notes
    
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
  
Revenues
:
                      
Product
   $ —     $ 377.1     $ 75.7     $ (7.3 )      (o)     $ 445.5     $ —       $ —       $ 445.5  
Service
     —         139.2       22.4       (9.5 )      (o)       152.1       (12.9 )      (i )      —           139.2  
 
 
 
    
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
      
 
 
  
Total Revenues
     —         516.3       98.1       (16.8 )        597.6       (12.9 )        —           584.7  
Costs and expenses:
                      
Cost of revenues—Product
     —         230.8       21.9       7.7       (o)       260.4       29.5       (i )      —           289.9  
Cost of revenues—Service
     —         70.5       11.0       —           81.5       0.7       (i )      —           82.2  
Selling, general and administrative
     2.5       162.6       33.8       15.7       (o)       212.1       36.0       (i )      33.4       (j)       284.0  
Research and development
     —         17.9       14.7       —           32.6       —           —           32.6  
Other deductions, net
     —         16.4       (0.5 )      —           15.9       —           —           15.9  
Change in fair value of warrant liability
     43.1       —         —         —           —         —           —           43.1  
Dividend expense (income)
     (0.1 )      —         —         —           —         —           0.1       (p)       —    
Interest expense (income), net
     —         154.2       0.1       21.3       (o)       175.6       (159.0 )      (i )      33.8       (k)       50.4  
 
 
 
    
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
      
 
 
  
Income (loss) before income taxes
     (45.5 )      (136.1 )      17.1       (61.5 )        (180.5 )      79.9         (67.3 )        (213.4 ) 
Income tax expense (benefit)
     (0.3 )      (15.7 )      —         (11.1 )      (o)       (26.8 )      20.0       (i )      (16.8 )      (l)       (23.9 ) 
 
 
 
    
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
      
 
 
  
Net income (loss)
   $ (45.2 )    $ (120.4 )    $ 17.1     $ (50.4 )      $ (153.7 )    $ 59.9       $ (50.5 )        (189.5 ) 
 
 
 
    
 
 
    
 
 
    
 
 
      
 
 
    
 
 
      
 
 
      
Less: Income (loss) attributable to noncontrolling interests
                       (m)       (9.4 ) 
                     
 
 
  
Net income (loss) attributable to controlling interests
                       $ (180.1 ) 
                     
 
 
  
Historical
                      
Weighted average common shares outstanding of Class A common stock
     37,397,260                      
Basic and diluted net income per share, Class A
   $ (0.79 )                     
Weighted average common shares outstanding of Class B common stock
     19,597,603                      
Basic and diluted net income per share, Class B
   $ (0.79 )                     
Earnings per share—  maximum redemption scenario
                      
Pro Forma weighted average common shares of Class A common stock outstanding—basic and diluted
                         170,720,000  
Pro Forma net income (loss) per share basic and diluted available to common stockholders, Class A
                       (n )    $ (1.05 ) 
 
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NOTE 1—Description of the Business Combination
On June 17, 2021, the Company, Mirion Technologies (TopCo), Ltd., the Charterhouse Parties and the other Sellers entered into the Business Combination Agreement. The Business Combination Agreement provides for, among other things, the combination of Mirion with a subsidiary of the Company in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement. Following the closing of the Business Combination, (a) the Company is expected to own between 95% and 96% of the equity interests in Mirion and (b) the Mirion Sellers (including certain members of management) are expected to hold between 15% and 17% of the outstanding shares of GSAH Class A common stock and all of the outstanding shares of the GSAH Class B common stock.
The aggregate consideration for the Business Combination will include a combination of cash and stock consideration as follows (in millions):
 
    
Assuming no
redemptions
     
Assuming
maximum
redemptions
  
Shares transferred at closing
(1)
      39,000,000        39,000,000  
Value per share
(2)
    $ 10.00      $ 10.00  
  
 
 
     
 
 
  
Total share consideration
      390.0        390.0  
Plus: cash transferred
      1,310.0        1,310.0  
  
 
 
     
 
 
  
Total cash and share consideration at closing
    $ 1,700.0      $ 1,700.0  
  
 
 
     
 
 
  
 
(1)
Includes both shares of GSAH Class A common stock (30.0 million to the Mirion Sellers excluding management) and shares of GSAH Class B common stock (9.0 million) to Mirion management stockholders) on a pro forma basis. Note that the allocation of shares between Mirion management and
non-management
stockholders will change over time and will depend on when the Business Combination closes, as
payment-in-kind
interest on the outstanding related party notes payable will change the amount of consideration transferred to each party.
(2)
The value of shares transferred at closing is assumed to be $10.00 per share.
Before the Closing of the Business Combination Agreement, the Sellers will have the option to elect to have their equity consideration exchanged for either shares of GSAH Class A common stock of the Company or Paired Interests. The Company will own 100% of the voting shares (Class A) of IntermediateCo and greater than 80% of the
non-voting
Class B shares. As a result, the Company will recognize a noncontrolling interest for the portion of IntermediateCo that is not attributable to the Company. We have assumed that of the existing Mirion stockholders, only Mirion management will elect to receive shares of GSAH Class B common stock (initially to defer recognition of the Business Combination for U.S. tax purposes).
Concurrently with the execution of the Business Combination Agreement, we entered into Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors have collectively subscribed for 90.0 million shares of the GSAH Class A common stock for an aggregate purchase price equal to $900 million, $200 million of which has been subscribed for by the Backstop Party unless it chooses to syndicate such subscription. The PIPE Investment will be consummated substantially concurrently with the closing of the Business Combination. We received a Debt Commitment Letter for a $830 million term facility (to refinance existing Mirion third-party debt) and a $90 million revolving credit facility (for future operational purposes and not used to finance the Business Combination). In addition, a Backstop Agreement has been executed such that up to an additional 12,500,000 shares will be purchased by the Backstop Party (a related party of the Company) to cover redemptions by public stockholders to the extent redemptions exceed the cash available from PIPE investors, the Trust Account, and new debt financing after the payment of Mirion third-party debt (subject to the Minimum Cash Condition).
 
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Table of Contents
The $900.0 million of gross proceeds from the sale of the GSAH Class A common stock to the PIPE Investors is included in the Cash Consideration. The remainder of the Cash Consideration will be provided by the funds held in the trust account. The following summarizes the pro forma GSAH Class A and GSAH Class B Common Stock ownership (as a percentage of outstanding common stock) under each scenario:
 
     Pro Forma Class A Share Ownership in the Company
(1)
  
     No Redemptions     Maximum Redemptions
(2)
  
     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		  
PIPE Investors
(3)
      90.0        44 %      90.0        50 % 
Public Stockholders
      75.0        37 %      38.2        21 % 
Mirion Sellers (excluding Mirion Management)
(4)
      30.0        15 %      30.0        17 % 
GS Backstop
(5)
      —          0 %      12.5        7 % 
 
     Pro Forma Class B Share Ownership in the Company  
     No Redemptions     Maximum Redemptions
(2)
  
     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		  
Mirion Management
(4)
      9.0        4 %      9.0        5 % 
 
(1)
Excludes 18,750,000 founder shares that convert from shares of GSAH Class B common stock to shares of GSAH Class A common stock upon the closing of the Business Combination and are subject to certain vesting and forfeiture conditions described below. The consideration to be paid to the Mirion Sellers in connection with the Business Combination is allocated first in respect of the PIK Notes and second in respect of the Existing Mirion Shares. The PIK Notes accrue
payment-in-kind
interest daily at a rate of 11.5% annually (the Shareholder Notes accrue PIK interest daily at a rate of 11.5% annually (other than a $70 million tranche that accrues interest at a rate of 6.0% annually until October 1, 2021 and then accrues interest at a rate of 11.5% annually) with the interest added to the outstanding principal amount on December 31 of each year, and the Management Notes accrue PIK interest daily at a rate of 11.5% annually with half of such annual amount added to the outstanding principal amount on December 31 of each year in arrears while the remaining half is payable in cash on December 31 of each year). The PIK Notes are contemplated to be acquired by GSAH at the Closing for a price equal to the full outstanding principal amount together with all accrued but unpaid interest up to but excluding the Closing Date using a portion of the Business Combination consideration. In connection with the Closing, GSAH will contribute the PIK Notes to Mirion Topco and then the PIK Notes will be extinguished in full. See “
Certain Relationships and Related Persons Transactions—Mirion’s Related Person Transactions—Shareholder Notes
.” Accordingly, as the amount of accrued and unpaid interest increases, the holders of the PIK Notes will receive more of the business combination consideration as compared to the holders of the Existing Mirion Shares. Mirion Sellers (excluding members of Mirion management) hold significantly more of the outstanding principal amount of the PIK Notes than members of Mirion management and accordingly will receive proportionally more of the Business Combination consideration than members of Mirion management as the principal amount of the PIK Notes increases. This has the effect over time of increasing the number of shares of GSAH Class A common stock to be issued to the Mirion Sellers (excluding members of Mirion management) and reducing the number of shares of GSAH Class B common stock that will be issued to Mirion management (there is no incremental dilution to Public Stockholders). For purposes of the ownership levels described herein, we have assumed an amount of principal and interest of the PIK Notes as if the Closing Date will be October 31, 2021, but for all other purposes have assumed the Closing Date will be June 30, 2021.
If the actual facts are different from these assumptions, the above levels of ownership interest will be different.
 
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Table of Contents
(2)
Assumes that 36.8 million public shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination in order to satisfy the related Minimum Cash Condition contained in the Business Combination Agreement) are redeemed in connection with the Business Combination.
(3)
Includes 20 million GSAH Class A shares subscribed for by Sponsor-related PIPE Investors. See “
Proposal No.
 1—Approval of the Business Combination—Related Agreements—Subscription Agreements
.”
(4)
Mirion Sellers have the option of receiving either shares of GSAH Class A common stock or Paired Interests at closing. We have assumed that all Mirion Sellers with the exception of members of management will elect to receive GSAH Class A shares.
(5)
Neither the Backstop Agreement nor the Option Agreement is exercisable in the no redemptions scenario because there will not be a Cash Shortfall. The maximum redemptions scenario assumes there is a Cash Shortfall such that GSAM Holdings will purchase 12,500,000 shares of GSAH Class A common stock from GSAH under the Backstop Agreement. If GSAH exercises its rights under the Backstop Agreement for less than 12,500,000 shares of GSAH Class A common stock, GSAM Holdings has the right, but not the obligation, under the Option Agreement to purchase from the Mirion Sellers party to the Option Agreement up to the difference of 12,500,000 shares of GSAH Class A common stock and the number of shares purchased under the Backstop Agreement. The Option Agreement is not exercisable in the maximum redemptions scenario because this scenario assumes the Backstop Agreement is exercised in full and the Option Agreement is only exercisable if the Backstop Agreement is exercised for less than 12,500,000 shares of GSAH Class A common stock. See “
Summary of the Proxy Statement/Prospectus—Related Agreements—Backstop Agreement
” and “
Summary of the Proxy Statement/Prospectus—Related Agreements—Option Agreement
.”
The founder shares are subject to vesting in three equal tranches, based on the volume-weighted average price of the Company’s GSAH Class A common stock being greater than or equal to $12.00, $14.00 and $16.00, respectively (each, a “
Founder Share Vesting Event
”), per share for any 20 trading days in any 30 consecutive trading day period. Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder shares will be set aside by the Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares. The founder shares will be forfeited to the Company for no consideration if they fail to vest within five years of the closing of the Business Combination.
In conjunction with the Business Combination Agreement, the Sponsor issued 3,200,000 membership interests to Thomas Logan, the Chief Executive Officer of Mirion, 700,000 membership interests to Brian Schopfer, the Chief Financial Officer of Mirion, and 4,200,000 membership interests to Lawrence Kingsley, who is expected to be Chairman of the Board of New Mirion (collectively, the “
Profits Interests
”). The Profits Interests are intended to be treated as profits interests for U.S. income tax purposes, pursuant to which Messrs. Logan, Schopfer and Kingsley 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. See “
Certain Relationships and Related Persons Transactions—Mirion’s Related Person Transactions—Profits Interests
.” Accordingly, these awards have been treated as compensation and reflected accordingly in the pro forma adjustments to the unaudited pro forma condensed combined statements of operations.
In the event that more than approximately 36.8 million public shares are redeemed and Mirion and the Charterhouse Parties waive the Minimum Cash Condition, Cash Consideration will be reduced by $10.00 for each additional redemption and additional shares of GSAH common stock will be issued to the Sellers at an
 
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Table of Contents
assumed value of $10.00 per share in lieu thereof. The following summarizes the pro forma GSAH Class A and GSAH Class B Common Stock ownership (as a percentage of outstanding common stock) under a scenario where 100% of the outstanding public shares were redeemed:
 
     Pro Forma Class A Share
Ownership in the Company
(1)
  
     100% Redemptions  
     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		  
PIPE Investors
(2)
      90.0        50 % 
Public Stockholders
      —          0 % 
Mirion Sellers (excluding Mirion Management)
(3)
      68.0        38 % 
GS Backstop
(4)
      12.5        7 % 
 
     Pro Forma Class B Share
Ownership in the Company		  
     100% Redemptions  
     Number of
Shares
(millions)		      Percentage of
Outstanding
Shares		  
Mirion Management
(3)
      9.1        5 % 
 
(1)
Excludes 18,750,000 founder shares that convert from shares of GSAH Class B common stock to shares of GSAH Class A common stock upon the closing of the Business Combination and are subject to certain vesting and forfeiture conditions described below.
(2)
Includes 20 million GSAH Class A shares subscribed for by Sponsor-related PIPE Investors. See “
Proposal No.
 1—Approval of the Business Combination—Related Agreements—Subscription Agreements.
”
(3)
Mirion Sellers have the option of receiving either shares of GSAH Class A common stock or Paired Interests at closing. We have assumed that all Mirion Sellers with the exception of members of management will elect to receive GSAH Class A shares.
(4)
The 100% redemptions scenario assumes there is a Cash Shortfall such that GSAM Holdings will purchase 12,500,000 shares of GSAH Class A common stock under the Backstop Agreement. The Option Agreement is not exercisable in the 100% redemptions scenario because this scenario assumes the Backstop Agreement is exercised in full and the Option Agreement is only exercisable if the Backstop Agreement is exercised for less than 12,500,000 shares of GSAH Class A common stock. See “
Summary of the Proxy Statement/Prospectus—Related Agreements—Backstop Agreement
” and “
Summary of the Proxy Statement/Prospectus—Related Agreements—Option Agreement
.”
The Combined Company may issue incentive awards under the Equity Incentive Plan to the extent these plans are approved by the Company’s shareholders. However, as the number of awards and terms are not yet known, a pro forma adjustment has not been reflected.
NOTE 2—Description of the Sun Acquisition
On December 18, 2020, Mirion purchased 100% of the issued and outstanding shares of Sun Nuclear Corporation, global leader in radiation oncology quality assurance, delivering patient safety solutions for diagnostic imaging and radiation therapy centers around the world. Mirion acquired SNC for approximately $276.9 million of gross consideration. The Sun Acquisition was funded by proceeds from a $225.0 million extension of Mirion’s 2019 Credit Facility and $70.0 million of related party notes payable.
The Sun Acquisition was consummated on December 18, 2020 with purchase accounting adjustments recorded as of and for the period ended December 31, 2020. Therefore, the unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations for
 
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Table of Contents
the six months ended June 30, 2021 do not include pro forma adjustments for the Sun Acquisition as it is fully reflected in the results of Mirion. Refer to Pro Forma Adjustments for adjustments made to the unaudited pro forma condensed combined statements of operations for the twelve months ended December 31, 2020.
NOTE 3—Basis of the Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with ASC 805, with GSAH as the accounting acquirer, using the fair value concepts defined in the Financial Accounting Standards Board’s ASC Topic 820, Fair Value Measurement (“
ASC 820
”), and based on the historical financial information of GSAH and Mirion.
ASC 820 defines fair value, establishes a framework for measuring fair value, and sets forth a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to develop the fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for a
non-financial
asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective, and it is possible that other professionals applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.
The unaudited pro forma condensed combined financial statements were prepared based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. We are in the process of reviewing the estimated fair values of all assets acquired and liabilities assumed by the Company, including, among other things, obtaining final third-party valuations of certain tangible and intangible assets, as well as the fair value of certain contracts and the determination of certain tax balances; thus, the allocation of the purchase price is preliminary and subject to revision. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined balance sheet as of June 30, 2021 assumes that the business combination, equity financing, and debt financing occurred on June 30, 2021. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 present pro forma effect to the business combination, equity financing, and debt financing as if they had been completed on January 1, 2020. These periods are presented on the basis of GSAH being considered the accounting acquirer.
The unaudited pro forma condensed combined statements of operations are not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the date indicated, nor are they indicative of the future consolidated results of operations of the Combined Company. They should be read in conjunction with the historical consolidated financial statements and notes thereto of the Companies.
Based on its initial analysis of the Company’s and Mirion’s accounting policies, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies that would impact the financial statements of the Combined Company.
 
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Note 4—Pro Forma Adjustments
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only. The unaudited pro forma condensed combined statements of operations are not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the date indicated, nor is it indicative of the future consolidated results of operations of the Combined Company. The unaudited pro forma condensed combined financial information is based upon the historical consolidated financial statements of the Company and should be read in conjunction with its historical financial statements.
The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give effect to the accounting required under U.S. GAAP for the Business Combination.
There were no significant intercompany balances or transactions between the Companies as of the dates and for the periods of these unaudited pro forma condensed combined financial statements.
The pro forma condensed combined income tax expense (benefit) does not necessarily reflect the amounts that would have resulted had the Companies filed consolidated income tax returns during the periods presented.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the Company’s shares outstanding, assuming the Business Combination occurred on January 1, 2020.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
 
(a)
Reflects purchase accounting adjustments for Mirion, the repayment of historical debt balances, the elimination of Mirion’s historical equity (including the settlement of receivables from employees for purchase of common stock in the amount of $2.4 million), and the resulting impacts on additional
paid-in
capital (dollars in millions).
 
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As of
June 30,
2021
    
Transaction
Adjustments
          
Estimated Fair
Value
  
Purchase consideration:
         
Cash consideration
          $ 1,310.0  
Equity consideration paid to existing owners of Mirion
            390.0  
Cash repayment of debt
            908.7  
Cash paid for seller transaction expenses
            11.7  
        
 
 
  
Total
          $ 2,620.4  
        
 
 
  
Net assets and liabilities acquired:
         
Goodwill
      681.5       978.8       (1 )      1,660.3  
Amortizable intangibles
      326.3       393.2       (2 )      719.5  
Cash and cash equivalents
      101.1       —           101.1  
Accounts receivable, net
      133.3       —           133.3  
Costs in excess of billings on uncompleted contracts
      57.2       —           57.2  
Inventories
      113.2       34.9       (2 )      148.1  
Other current assets
      29.1       —           29.1  
Property, plant and equipment, net
      88.8       18.7       (2 )      107.5  
Other
non-current
assets
      16.7       —           16.7  
Accounts payable
      (47.1 )      —           (47.1 ) 
Deferred contract revenue
      (50.4 )      16.7       (2 )      (33.7 ) 
Accrued expenses and other current liabilities
      (84.3 )      —           (84.3 ) 
Deferred income taxes and other
non-current
liabilities
      (77.5 )      (109.8 )      (2 )      (187.3 ) 
  
 
 
    
 
 
      
 
 
  
Total
    $ 1,287.9     $ 1,332.5       $ 2,620.4  
  
 
 
    
 
 
      
 
 
  
 
  (1)
Reflects the net adjustment to goodwill as a result of Mirion purchase accounting adjustments.
  (2)
Reflects the change in fair value of certain intangible assets, inventory, property, plant and equipment, deferred revenue, and deferred tax liabilities recognized in the purchase price allocation.
 
    
As of
June 30,
2021
    
Transaction
Adjustments
          
Adjusted
Balance
  
Write-off
of historical equity and
pay-off
of debt, net of cash on hand:
         
Third-party notes payable, current, net
    $ (6.4)     $ 6.4       (3 )    $ —  
Third-party notes payable,
non-current,
net
      (885.7 )      885.7       (3 )      —    
Related party notes payable,
non-current,
net
      (1,235.3 )      1,235.3       (3 )      —    
Class B common stock
      0.1       (0.1 )      (4 )      —    
Additional
paid-in
capital
      9.5       (9.5 )      (4 )      —    
Receivable from Employees for purchase of Common Stock
      (2.4 )      2.4       (4 )      —    
Accumulated (deficit) earnings
      (888.0 )      888.0       (4 )      —    
Noncontrolling interests
      2.1       (2.1 )      (4 )      —    
Accumulated other comprehensive income (loss)
      39.2       (39.2 )      (4 )      —    
  
 
 
    
 
 
      
 
 
  
Total
    $ (2,966.9 )    $ 2,966.9       $ —  
  
 
 
    
 
 
      
 
 
  
 
  (3)
Reflects the repayment of historical debt balances, net of cash and cash equivalents.
  (4)
Represents the elimination of Mirion’s historical equity. This includes the settlement of receivables from employees for purchase of common stock in the amount of $2.4 million, which are assumed to be fully settled at closing.
 
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As of
June 30,
2021
        
Adjustment to Additional
Paid-in
Capital
     
Equity consideration to sellers
    $ 390.0       (5 ) 
Payment of seller transaction expenses
      11.7       (6 ) 
  
 
 
    
Total
    $ 401.7    
  
 
 
    
 
  (5)
Reflects the net adjustment to additional
paid-in
capital for equity consideration issued to the selling equity holders.
  (6)
Reflects the adjustment for the consideration paid to the sellers for certain transaction expenses. This adjustment is offset with a corresponding decrease to additional
paid-in
capital under the financing pro forma column (see note (b) for further details).
 
(b)
Reflects the net adjustment to cash associated with the PIPE Investment and Business Combination (dollars in millions).
 
    
Assuming No
Redemptions
     
Assuming Maximum
Redemptions
         
Sources:
         
Cash inflow from PIPE Investment
    $ 900.0      $ 900.0        (1)  
Cash inflow from Company’s Trust Account
      750.0        750.0        (2)  
Cash inflow from new debt
      830.0        830.0        (3)  
Cash inflow from balance sheet
      102.0        102.0        (4)  
Cash inflow from GS backstop
      —          125.0        (5)  
  
 
 
     
 
 
     
Total sources
      2,582.0        2,707.0     
Uses:
         
Paydown of Mirion third-party debt
      908.7        908.7        (6)  
Payment to selling equity holders
      1,310.0        1,310.0        (7)  
Payment to redeeming Company stockholders
      —          368.3        (8)  
Cash to balance sheet
      293.3        50.0        (9)  
Payment of seller transaction expenses
      11.7        11.7        (10)  
Payment of other transaction expenses
      58.3        58.3        (11)  
  
 
 
     
 
 
     
Total uses
      2,582.0        2,707.0     
Net pro forma cash flow
    $ —      $ —     
  
 
 
     
 
 
     
 
  (1)
Represents the issuance of 90 million shares of GSAH Class A common stock through the PIPE Investment at a par value of $0.0001 per share and an assumed fair value of $10.00 per share.
  (2)
Reflects the reclassification of cash equivalents held in the trust account (excluding $0.1 million of interest reflected as cash inflow from balance sheet) and reflects that the cash equivalents are available to effectuate the Business Combination or to pay redeeming Company stockholders.
  (3)
Represents the assumed issuance of $830.0 million of new debt as part of the transaction. We have assumed that a 1% minimum of the original principal amount will be due annually and have classified $8.3 million of the new debt as current and $821.7 million as noncurrent.
  (4)
Represents the cash held by GSAH outside of the trust account (but including $0.1 million of interest held in the trust account) and Mirion as of June 30, 2021.
  (5)
Represents the cash inflow from the exercise of the option under the Backstop Agreement to require the Backstop Party to purchase up to 12.5 million shares of Class A common stock in the maximum redemption scenario and no exercise of such option in the no redemption scenario.
 
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  (6)
Reflects the cash used to effect the debt refinancing under Mirion’s 2019 Credit Facility.
  (7)
Reflects the net cash consideration paid to or on behalf of the Mirion Sellers under the terms of the Business Combination Agreement. This includes the repayment of outstanding notes payable to the Mirion Sellers.
  (8)
Reflects the maximum payment that could be made to redeeming Company stockholders which would leave sufficient cash to satisfy the Minimum Cash Condition. The maximum amount of redemptions assumed is 36.8 million shares at a price of $10.00 per share.
  (9)
Reflects the net amount of cash estimated to be retained on the balance sheet under each scenario.
  (10)
Represents the payment of estimated seller transaction and transaction advisor fees and expenses.
  (11)
Represents the payment of deferred underwriter discounts and commissions of $26.3 million and an estimated $32.0 million of other acquisition-related transaction and transaction advisor fees and expenses. Acquisition-related transaction expenses and related charges are not included as a component of consideration to be transferred but are reflected as a period cost. The unaudited pro forma condensed balance sheet reflects these costs as a reduction of cash with a corresponding adjustment to deferred underwriting fees, accounts payable, and accrued expenses and other liabilities. See (e) for further details.
 
(c)
Represents funds from equity and debt issuances as part of the Business Combination used to repay Mirion’s 2019 Credit Facility and other third-party borrowings under the terms of the Business Combination Agreement (dollars in millions).
 
    
As of
June 30,
2021
  
Third-party debt, reduction of principal
    $ 908.7  
Accelerated amortization of debt issuance costs and discount
      (16.6 ) 
  
 
 
  
Total reduction of third-party debt
    $ 892.1  
  
 
 
  
Third party debt:
   
Current
    $ 6.4  
Non-current
      885.7  
  
 
 
  
Total
    $ 892.1  
  
 
 
  
 
(d)
Represents the release of restrictions on the investments and cash held in the Trust Account upon consummation of the Business Combination.
(e)
Represents the payment of estimated transaction expenses incurred in conjunction with the Business Combination on the balance sheet as of June 30, 2021.
 
    
Assuming
No
Redemptions
     
Assuming
Maximum
Redemptions
  
Payment of transaction expenses on behalf of seller
    $ 11.7      $ 11.7  
Payment of other transaction expenses:
      
Deferred underwriting discount (see (f) below)
      26.3        26.3  
Debt issuance costs on new debt (see (k) below)
      18.4        18.4  
Transaction expenses in GSAH accounts payable ($6.6 million) and Mirion accounts payable ($1.1 million)
      7.7        7.7  
Transaction expenses accrued by Mirion
      5.9        5.9  
  
 
 
     
 
 
  
Total transaction expenses
    $ 70.0      $ 70.0  
  
 
 
     
 
 
  
 
(f)
Represents the $26.3 million payment of underwriting costs incurred as part of the Company’s IPO and committed to be paid upon the consummation of a business combination.
 
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(g)
Represents the reclassification of 75,000,000 shares of GSAH Class A common stock subject to possible redemption to permanent equity at a par value of $0.0001 per share.
(h)
Represents the recording of a noncontrolling interest for the shares of GSAH Class B common stock issued to certain existing Mirion Sellers. At closing of the Business Combination Agreement, equity holders of Mirion will have the option to elect to have their rollover equity in Mirion exchanged for either shares of GSAH Class A common stock of the Company or Paired Interests. The Combined Company will own 100% of the voting shares (Class A) of IntermediateCo and greater than 80% of the
non-voting
shares of IntermediateCo Class B common stock. As a result, the Combined Company will recognize a noncontrolling interest for the portion of IntermediateCo that is not attributable to the Combined Company. We have assumed that of the existing Mirion stockholders, only Mirion management will elect to receive Paired Interests. See the table below for the expected interest to be held by Mirion management in either the no redemption or maximum redemption scenarios.
 
    
Assuming
No
Redemptions
    
Assuming
Maximum
Redemptions
  
Noncontrolling interest:
     
Percentage
      4.4 %      5.0 % 
At June 30, 2021 (in millions)
    $ 85.8     $ 84.7  
Adjustments to Unaudited Pro Forma Condensed Statements of Operations
 
(i)
Reflects the impact of Mirion purchase accounting adjustments on the operating results for the six months ending June 30, 2021 and for the year ending December 31, 2020.
 
For the six months ending June 30, 2021
   
(1)
    
(2)
    
(3)
     
(4)
     
(5)
    
(6)
    
Total
  
Revenue
                 
Product
    $ —     $ —     $ —      $ —        $ —     $ —     $ —  
Service
      —         —         —          —          —         —         —    
  
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Total revenues
      —         —         —          —          —         —         —    
Costs and expenses
                 
Cost of revenues—Product
      (1.4 )      (0.9 )      —          —          —         —         (2.3 ) 
Cost of revenues—Service
      2.0       (0.9 )      —          —          —         —         1.1  
Selling, general and administrative
      16.1       (1.7 )      —          —          —         —         14.4  
Research and development
      —         —         —          —          —         —         —    
Other deductions, net
      —         —         —          —          —         —         —    
Change in fair value of warrant liability
      —         —         —          —          —         —         —    
Dividend (income) expense
      —         —         —          —          —         —         —    
Interest expense, net
      —         —         —          —          (86.7 )      —         (86.7 ) 
  
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Income (loss) before income taxes
      (16.7 )      3.5       —          —          86.7       —         73.5  
Income tax (benefit) expense
      —         —         —          —          —         18.4       18.4  
  
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Net income (loss)
    $ (16.7 )    $ 3.5     $ —      $ —      $ 86.7     $ (18.4 )    $ 55.1  
  
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
 
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For the year ending December 31, 2020
   
(1)
    
(2)
    
(3)
    
(4)
    
(5)
    
(6)
    
Total
  
Revenue
               
Product
    $ —     $ —     $ —     $ —     $ —     $ —     $ —  
Service
      —       —       (12.9 )      —       —       —       (12.9 ) 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total revenues
      —       —       (12.9 )      —       —       —       (12.9 ) 
Costs and expenses
               
Cost of revenues—Product
      —       (0.2 )      —       29.7       —       —       29.5  
Cost of revenues—Service
      0.9       (0.2 )      —       —       —       —       0.7  
Selling, general and administrative
      36.1       (0.1 )      —       —       —       —       36.0  
Research and development
      —       —       —       —       —       —       —  
Other deductions, net
      —       —       —       —       —       —       —  
Change in fair value of warrant liability
      —       —       —       —       —       —       —  
Dividend (income) expense
      —       —       —       —       —       —       —  
Interest expense, net
      —       —       —       —       (159.0 )      —       (159.0 ) 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Income (loss) before income taxes
      (37.0 )      0.5       (12.9 )      (29.7 )      159.0       —       79.9  
Income tax (benefit) expense
      —       —       —       —       —       20.0       20.0  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net income (loss)
    $ (37.0 )    $ 0.5     $ (12.9 )    $ (29.7 )    $ 159.0     $ (20.0 )    $ 59.9  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
  (1)
Reflects the change in amortization related to the change in fair value of certain Mirion intangible assets as if Mirion was acquired on January 1, 2020, reassessment of asset lives, and estimated split of cost of revenues between cost of revenues–product and cost of revenues–service.
  (2)
Reflects the change in depreciation related to the change in fair value of certain Mirion property, plant and equipment as if Mirion was acquired on January 1, 2020, reassessment of asset lives, and estimated split of cost of revenues between cost of revenues–product and cost of revenues–service.
  (3)
Reflects the impact of acquisition accounting adjustments related to reducing deferred revenue to its estimated fair value as of the acquisition date as if Mirion was acquired on January 1, 2020.
  (4)
Reflects the increase to product cost of revenues from the acquisition accounting increase in fair value of inventory that is expected to be sold within one year of the acquisition date as if Mirion was acquired on January 1, 2020. The increase in fair value was determined based on the estimated selling price of the inventory, less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. These expenses will not affect the Company’s statement of operations beyond 12 months after the acquisition date.
  (5)
Reflects the elimination of interest expense on debt assumed settled as of January 1, 2020 ($175.6 million), net of $16.6 million accelerated amortization of debt issuance costs and discount on historical debt, for the twelve months ended December 31, 2020. Reflects the elimination of interest expense on debt assumed settled as of January 1, 2020 ($86.7 million), for the six months ended June 30, 2021.
  (6)
Represents the income tax effect of the above pro forma adjustments based on an estimated blended statutory rate of 25%.
 
(j)
Reflects share-based compensation expense estimated for 8.1 million Profits Interests issued to Messrs. Logan, Schopfer and Kingsley. The Profits Interests are subject to service vesting conditions (50% of the Profits Interests granted to each of Messrs. Logan and Schopfer service-vest on each of the second and third anniversaries of the Closing, and fifty percent (50%) of the Profits Interests granted to Mr. Kingsley service-vest on each of the first and second anniversaries of the Closing) and performance vesting conditions (the share price must meet or exceed certain established thresholds for 20 out of 30 trading days before the fifth anniversary of the closing date). Of the Profits Interests, 3.2 million have a threshold price of $12 per share, 2.0 million have a threshold price of $14 per share, and 3.0 million have a threshold price of $16 per share. Based upon a valuation model using Monte Carlo simulations, a fair value per share of $8.03, $6.83, and $5.74 has been estimated for the $12, $14, and $16 per share performance vesting conditions, respectively. The expense will be recognized on a straight-line basis over the related service period for each tranche of
 
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  awards. As the Profits Interests include the completion of the Business Combination as a vesting condition, the expense that accumulates prior to the Business Combination will not be recorded until it occurs.
(k)
Represents the interest expense and amortization of debt issuance costs related to new debt issued in the amount of $830.0 million under the no redemption scenario assuming an indicative 3.20% interest rate (LIBOR + 3.00%) and $830.0 million under the maximum redemption scenario assuming an indicative 3.45% interest rate (LIBOR + 3.25%). The higher interest rate in the maximum redemption scenario has been assumed given the higher leverage of the Combined Company under that scenario. Debt issuance costs have been estimated to be approximately $18.4 million; a 1% change in the debt issuance costs would impact the total debt issuance costs by $9 million. Note that actual interest rates and debt issuance costs, including any upfront fees or OID, will vary depending upon a variety of factors including the timing of the debt financing marketing and market conditions existing at such time. The following table details the pro forma impact of a net increase/decrease in the interest rate of 1/8th of a percentage point and the pro forma impact of a 1% increase/decrease in the debt issuance costs as a percentage of debt (dollars in millions).
 
    
Assuming No Redemptions
    
Assuming Maximum Redemptions
  
    
Six months
ended
June 30,
2021
    
Year ended
December 31,
2020
    
Six months
ended
June 30,
2021
    
Year ended
December 31,
2020
  
Increase in interest expense due to a rate increase of 1/8
th
of a percentage point
      0.5       1.0       0.5       1.0  
Decrease in interest expense due to a rate decrease of 1/8
th
of a percentage point
      (0.5 )      (1.0 )      (0.5 )      (1.0 ) 
Increase in interest expense due to an increase in the percentage for debt issuance costs of 1%
      1.3       2.6       1.3       2.6  
Decrease in interest expense due to a decrease in the percentage for debt issuance costs of 1%
      (1.3 )      (2.6 )      (1.3 )      (2.6 ) 
 
(l)
Reflects adjustments to income tax expense due to the tax impact on the pro forma adjustments at the estimated statutory rate of 25%.
(m)
Represents the attribution of net loss to a
non-controlling
interest. See (h) above for further details.
(n)
Pro forma earnings per share (amounts rounded and in millions except share and per share)
(1)
:
 
    
Assuming No Redemptions
    
Assuming Maximum Redemptions
  
    
Six months
ended
June 30,
2021
    
Year ended
December 31,
2020
    
Six months
ended
June 30,
2021
    
Year ended
December 31,
2020
  
Pro forma net income (loss) available to common stockholders
    $ (58.8 )    $ (179.7 )    $ (59.2 )    $ (180.1 ) 
  
 
 
    
 
 
    
 
 
    
 
 
  
Shares of Class A Common Stock:
         
Class A common stock outstanding
      75,000,000       75,000,000       75,000,000       75,000,000  
Class A common stock issued to Mirion Sellers, excluding Mirion management
      30,050,000       30,050,000       30,050,000       30,050,000  
Class A common stock issued to PIPE Investors
      90,000,000       90,000,000       90,000,000       90,000,000  
Class A common stock issued to Backstop Party
      —         —         12,500,000       12,500,000  
Class A redemptions
      —         —         (36,830,000 )      (36,830,000 ) 
  
 
 
    
 
 
    
 
 
    
 
 
  
Pro forma weighted average number shares outstanding, Class A
      195,050,000       195,050,000       170,720,000       170,720,000  
Pro forma net income (loss) per share of common stock—basic and diluted, Class A
(2)(3)
    $ (0.30 )    $ (0.92 )    $ (0.35 )    $ (1.05 ) 
 
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  (1)
Class B common stock of the Combined Company will have voting rights but no economic interest in the Combined Company and therefore have been excluded from the calculation of basic earnings per share.
  (2)
At June 30, 2021, the Company had outstanding warrants to purchase up to 27,250,000 shares of Class A common stock. One whole warrant entitles the holder thereof to purchase one share of GSAH Class A common stock at a price of $11.50 per share. The Company’s warrants are anti-dilutive due to pro forma net losses and have been excluded from the diluted number of the Combined Company’s Shares outstanding.
  (3)
Excludes 18,750,000 founder shares that are subject to forfeiture if a Founder Share Vesting Event does not occur within five years of the closing of the Business Combination. The founder shares are subject to certain Founder Share Vesting Events. Holders of the founder shares are entitled to vote such founder shares and receive dividends and other distributions with respect to such founder shares prior to vesting, but such dividends and other distributions with respect to unvested founder Shares will be set aside by the Combined Company and shall only be paid to the holders of the founder shares upon the vesting of such founder shares.
As the holders of the founder shares are not entitled to participate in earnings unless the vesting conditions are met, the founders shares have been excluded from the calculation of basic earnings per share. The founders shares are also excluded from the calculation of diluted earnings per share because their inclusion would be anti-dilutive.
 
(o)
Reflects the impact of Sun purchase accounting adjustments on the operating results for the year ending December 31, 2020 assuming the acquisition occurred on January 1, 2020 rather than the date acquired by Mirion (December 18, 2020).
 
For the year ending December 31,
2020
   
(1)
    
(2)
    
(3)
    
(4)
    
(5)
    
(6)
    
(7)
    
(8)
    
Total
  
Revenue
                   
Product
    $ —     $ —     $ (4.7 )    $ —     $ —     $ (2.6 )    $ —     $ —     $ (7.3 ) 
Service
      —         —         (9.5 )      —         —         —         —         —         (9.5 ) 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total revenues
      —         —         (14.2 )      —         —         (2.6 )      —         —         (16.8 ) 
Costs and expenses
               
 
  
 
    
Cost of revenues – Product
      4.1       (0.1 )      —         4.7       —         (1.0 )      —         —         7.7  
Cost of revenues – Service
      —         —         —         —         —         —         —         —         —    
Selling, general and administrative
      15.7       (0.5 )      —         —         1.6       (1.1 )      —         —         15.7  
Research and development
      —         —         —         —         —         —         —         —         —    
Other deductions, net
      —         —         —         —         —         —         —         —         —    
Change in fair value of warrant liability
      —         —         —         —         —         —         —         —         —    
Dividend (income) expense
      —         —         —         —         —         —         —         —         —    
Interest expense, net
      —         —         —         —         —         —         21.3       —         21.3  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Income (loss) before income taxes
      (19.8 )      0.6       (14.2 )      (4.7 )      (1.6 )      (0.5 )      (21.3 )      —         (61.5 ) 
Income tax (benefit) expense
      —         —         —         —         —         —         —         (11.1 )      (11.1 ) 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net income (loss)
    $ (19.8 )    $ 0.6     $ (14.2 )    $ (4.7 )    $ (1.6 )    $ (0.5 )    $ (21.3 )    $ 11.1     $ (50.4 ) 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
  (1)
Reflects the incremental amortization of related to the additional intangible assets recognized in the purchase price allocation as well as the increase in fair value of certain intangible assets.
  (2)
Reflects the elimination of depreciation expense of related to the reduction in fair value of Sun Nuclear’s property and equipment as of the acquisition date.
 
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  (3)
Reflects the reduction in revenue related to the reduction in the fair value of Sun Nuclear’s deferred revenue as of the acquisition date. The reduction in revenue represents the difference between prepayments related to the extended maintenance and software arrangements and the fair value of the assumed performance obligations.
  (4)
Reflects the increase to product cost of revenues from the increase in fair value of Sun Nuclear’s inventory that is expected to be sold within one year of the acquisition date. The increase in fair value was determined based on the estimated selling price of the inventory, less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. These expenses will not affect the Combined Company’s statement of operations beyond 12 months after the acquisition date.
  (5)
Reflects the increase in rent expense from the
de-consolidation
of affiliates that will no longer qualify for consolidation as a result of the Sun Acquisition.
  (6)
Reflects the elimination of the Radon business distributed to the Sun Nuclear shareholders prior to the Sun Acquisition.
  (7)
Reflects the incremental interest expense of $21.3 million, including the amortization of related debt issuance costs, related to financing the Sun Acquisition with a draw of $225 million on the 2019 Credit Facility and increase of $70 million in shareholder loans. The interest rate on the 2019 Credit Facility is based upon the lessor of LIBOR or 0% plus 4%. An increase in this interest rate of 1/8th of a percentage point would result in $0.3 million in additional interest expense; a decrease of 1/8th of a percentage point would result in $0.2 million less interest expense.
  (8)
Represents the income tax effect of the above pro forma adjustments for the year ended December 31, 2020 based on the U.S. statutory income tax rate of 25%.
 
(p)
To eliminate the Company’s dividend income on the trust account.
 
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SPECIAL MEETING OF GSAH STOCKHOLDERS
This proxy statement/prospectus is being provided to GSAH’s stockholders as part of a solicitation of proxies by the Board for use at the Special Meeting of Stockholders to be held on [●], 2021, and at any adjournment or postponement thereof. This proxy statement/prospectus contains important information regarding the Special Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.
This proxy statement/prospectus is being first mailed on or about [●], 2021 to all stockholders of record of the Company as of [●], 2021, the record date for the Special Meeting. Stockholders of record who owned our common stock at the close of business on the record date are entitled to receive notice of, attend and vote at, the Special Meeting. On the record date, there were [●] shares of our common stock outstanding.
Date, Time and Place of Special Meeting
The Special Meeting will be held via live webcast on [●], 2021 at [●] a.m. [Eastern Time], or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The special meeting can be accessed by visiting [●], where you will be able to listen to the meeting live and vote during the meeting.
Purpose of the GSAH Special Meeting
At the Special Meeting, Company stockholders will vote on the following proposals:
 
•  
Business Combination Proposal
— To approve and adopt the Business Combination Agreement and approve the Business Combination;
 
•  
NYSE Proposal
—To approve, for purposes of complying with applicable listing rules of the NYSE, (a) the issuance of more than 20% of the Company’s outstanding Class A common stock in connection with the Business Combination, including the PIPE Investment, and (b) the issuance of shares of the GSAH Class A common stock and the GSAH Class B common stock to a Related Party (as defined in Section 312.03 of the NYSE’s Listed Company Manual) in connection with the Business Combination;
 
•  
Charter Proposal
—To consider and act upon a proposal relating to adopting the New Mirion Charter in the form attached hereto as Annex B, which, if approved, would take effect upon the closing of the Business Combination;
 
•  
Governance Proposal
—To consider and vote upon a proposal to approve, on a
non-binding
advisory basis, certain governance provisions in New Mirion Charter, presented separately in accordance with SEC requirements;
 
•  
Director Election Proposal
—To elect nine directors to serve, effective upon the closing of the Business Combination, on our Board of Directors until the 2022 annual meeting of stockholders, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death;
 
•  
Incentive Plan Proposal
— To approve Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan;
 
•  
The Class A Common Stock Proposal
— To consider and vote upon a proposal to increase the total number of authorized shares of GSAH Class A common stock from 500,000,000 to 2,000,000,000; and
 
•  
Adjournment Proposal
—To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting.
 
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Recommendation to GSAH Stockholders
Our Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of GSAH’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the NYSE Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposal, “FOR” each nominee in the Director Election Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Class A Common Stock Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.
The existence of financial and personal interests of one or more of GSAH’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of GSAH and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See “
Proposal No. 1—Approval of the Business Combination—Interests of Goldman Sachs Parties and Certain Other Persons in the Business Combination
” for a further discussion of these considerations.
Vote of the Sponsor and GS Employee Participation
The Sponsor and GS Employee Participation have each agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the Special Meeting (other than the Class A Common Stock Proposal). As of the date of this proxy statement/prospectus, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.
The Sponsor and GS Employee Participation have also agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares held by them. The founder shares will be excluded from the pro rata calculation used to determine the
per-share
redemption price. However, the Sponsor and any other holder of GSAH Class B common stock will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the allotted time period.
Voting Power; Record Date
GSAH stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of Common Stock at the close of business on [●], 2021 which is the “record date” for the Special Meeting. Stockholders are entitled to one vote on each proposal presented at the Special Meeting for each share of our common stock held of record as of on [●], 2021 the record date for the Special Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. GSAH’s warrants do not have voting rights with respect to the proposals to be presented at the Special Meeting. As of the close of business on the record date, there were [●] outstanding shares of our common stock.
Quorum and Required Vote for Proposals for the Special Meeting
A quorum of Company stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the outstanding shares of our common stock entitled to vote as of the record date at the Special Meeting are present at the special meeting by attendance via the virtual meeting website or represented by proxy. Abstentions will be counted as present for the purpose of determining a quorum but broker
non-votes
will not. Our Initial Stockholders, who currently own approximately 20% of our outstanding shares of Common Stock, will count towards this quorum.
The following votes are required for each proposal at the Special Meeting:
 
  •  
Business Combination Proposal:
The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of
 
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common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. Generally, only votes “FOR” or “AGAINST” are considered to be votes cast. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to the Business Combination Proposal will have no effect on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Business Combination Proposal.
 
  •  
NYSE Proposal:
The approval of the NYSE Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of our outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. A Company stockholder’s failure to vote by proxy or to vote during the Special Meeting and a broker
non-vote
with regard to the NYSE Proposal will have no effect on the NYSE Proposal. The NYSE considers abstentions to be votes cast and included in the number of shares of which a majority is required to vote in favor. Accordingly, abstentions will have the same effect as a vote “AGAINST” the NYSE Proposal.
 
  •  
Charter Proposal:
The approval of the Charter Proposal requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to any of the Charter Proposal will have the same effect as a vote “AGAINST” the Charter Proposal.
 
  •  
Governance Proposal
: The approval of the Governance Proposal will require the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to the Governance Proposal, will have no effect on the Governance Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Governance Proposal.
 
  •  
Director Election Proposal:
Directors are elected by a plurality of all of the votes cast by holders of shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. This means that the nine director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions and broker
non-votes
will have no effect on the election of directors.
 
  •  
Incentive Plan Proposal:
The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented holders of our outstanding shares of common stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the Special Meeting or by proxy and entitled to vote thereon at the Special Meeting. A Company stockholder’s failure to vote by proxy or to vote during the Special Meeting and a broker
non-vote
with regard to the Incentive Plan Proposal will have no effect on the Incentive Plan Proposal. The NYSE considers abstentions to be votes cast and included in the number of shares of which a majority is required to vote in favor. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Incentive Plan Proposal.
 
  •  
Class A Common Stock Proposal:
The approval of the Class A Common Stock Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Class A common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Class A Common Stock Proposal will have the same effect as a vote “AGAINST” the Class A Common Stock Proposal.
 
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  •  
Adjournment Proposal:
The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented holders of our outstanding shares of common stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the Special Meeting or by proxy and entitled to vote thereon at the Special Meeting. Generally, only votes “FOR” or “AGAINST” are considered to be votes cast. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.
The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.
It is important for you to note that in the event that the Condition Precedent Proposals do not receive the requisite vote for approval, we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by July 2, 2022 (or if such date is extended at a duly called meeting of our stockholders, such later date), we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to our public stockholders.
Abstentions and Broker
Non-Votes
Abstentions are considered present for the purposes of establishing a quorum.
In general, if your shares are held in “street” name and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any
non-routine
matters. We believe all of the proposals presented to our stockholders will be considered
non-discretionary
and therefore your broker, bank or other nominee cannot vote your shares without your instruction.
In connection with (i) the Business Combination Proposal and the Adjournment Proposal, abstentions and broker
non-votes
will have no effect, (ii) the NYSE Proposal and the Incentive Plan Proposal, abstentions will be counted as a vote cast at the Special Meeting and will have the same effect as a vote “AGAINST” the proposal but broker
non-votes
will have no effect and (iii) the Charter Proposal, abstentions and broker
non-votes
will have the same effect as voting “AGAINST” the proposal.
Voting Your Shares—Stockholders of Record
If you are a holder of record of shares of our common stock on the record date for the Special Meeting, you may vote during the Special Meeting via the virtual meeting website or by submitting a proxy for the Special Meeting. Our stockholders are entitled to one vote on each proposal presented at the Special Meeting for each share of our common stock held of record as of the record date for the Special Meeting. Your one or more proxy cards show the number of shares of our Common Stock that you own.
Voting by Mail.
You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed
postage-paid envelope. By signing the proxy card and returning it, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to complete, sign, date and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive
 
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more than one proxy card, it is an indication that your shares are held in multiple accounts. Please complete, sign, date and return all proxy cards to ensure that all of your shares are voted. If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted as recommended by our Board. Our Board recommends voting “FOR” the Business Combination Proposal, “FOR” the NYSE Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposal, “FOR” each nominee in the Director Election Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Class A Common Stock Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by [●] a.m. [Eastern Time] on [●], 2021.
Voting in Person at the Meeting.
If you attend the Special Meeting and plan to vote during the meeting via the virtual meeting website, you may do so by following the instructions on your proxy card. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote during the Special Meeting.
Voting Your Shares—Beneficial Owners
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your broker, bank or other nominee, or its agent. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide. As a beneficial owner, if you wish to vote at the Special Meeting, you will need to bring to the Special Meeting a legal proxy from your broker, bank or other nominee authorizing you to vote those shares. That is the only way we can be sure that the broker, bank or other nominee has not already voted your shares of Common Stock. See “
—Attending the Special Meeting
” below for more details.
Attending the Special Meeting
Only holders of record of shares of our common stock on the record date for the Special Meeting or their legal proxy holders may attend the Special Meeting. To be admitted to the Special Meeting, you will need a form of photo identification and valid proof of ownership of our common stock or a valid legal proxy. If you have a valid legal proxy from a stockholder of record, you must bring a form of photo identification and the legal proxy to the Special Meeting. If you have a legal proxy from a “street name” stockholder, you must bring a form of photo identification, a legal proxy from the record holder (that is, the broker, bank or other holder of record) to the “street name” stockholder that is assignable, and the legal proxy from the “street name” stockholder to you. Stockholders may appoint only one proxy holder to attend the Special Meeting on their behalf.
Revoking Your Proxy
If you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting by doing any one of the following:
 
•  
you may send a later-dated, signed proxy card;
 
•  
you may notify the Company’s Secretary in writing to GS Acquisition Holdings Corp II, 200 West Street, New York, NY 10282, before the Special Meeting that you have revoked your proxy; or
 
•  
you may attend the Special Meeting, revoke your proxy, and vote during the Special Meeting via the virtual meeting website, as indicated above.
No Additional Matters
The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Governance Proposal, the Director Election Proposal, the Incentive
 
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Plan Proposal, the Class A Common Stock Proposal and the Adjournment Proposal. Under our bylaws, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.
Who Can Answer Your Questions About Voting
If you have any questions about how to vote or direct a vote in respect of your shares of our common stock, you may call Innisfree M&A Incorporated, our proxy solicitor, at (877) 456-3463 (toll free), or Banks and Brokers may call collect: (212) 750-5833.
Redemption Rights
Pursuant to the GSAH Certificate of Incorporation, our public stockholders may request that we redeem all or a portion of such stockholder’s public shares if the Business Combination is consummated for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). For illustrative purposes, as of [●], 2021, this would have amounted to approximately $[●] per outstanding public share. If a public stockholder properly exercises its redemption rights in full, then it will be electing to exchange all of its public shares for cash and will not own any public shares of the post-business combination company. Holders of our outstanding warrants do not have redemption rights in connection with the Business Combination.
Public stockholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal or any other proposal.
In order to exercise your redemption rights, you must:
 
•  
(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;
 
•  
prior to 5:00 p.m. Eastern Time on [•], 2021 (two business days before the scheduled date of the Special Meeting) submit a written request to Continental Stock Transfer & Trust Company, N.A., our transfer agent, that we redeem all or a portion of your public shares for cash, affirmatively certifying in your request if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in
Section 13d-3
of the Exchange Act) with any other stockholder with respect to shares of our common stock; and
 
•  
deliver your public shares either physically or electronically through DTC’s DWAC system to our transfer agent prior to 5:00 p.m. Eastern Time on [●], 2021 (two business days before the scheduled date of the Special Meeting). Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from our transfer agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from our transfer agent. However, because we do not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. Stockholders who hold their shares in street name will have to coordinate with their broker, bank or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.
Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to our transfer agent prior to 5:00 p.m. Eastern Time on [●], 2021 (two business days before the scheduled date of the Special Meeting), or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such stockholder’s option.
Holders of outstanding units must separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to such public shares.
 
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If you hold units registered in your own name, you must deliver the certificate for such units to our transfer agent with written instructions to separate such units into public shares and warrants. If you hold your units through a broker, bank or other nominee, you must notify your broker, bank or other nominee that you elect to separate the units into the underlying public shares and warrants. Your nominee must send written instructions by facsimile to our transfer agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. In addition, pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001. In such case, we would not proceed with the redemption of our public shares and the Business Combination, and instead may search for an alternate initial business combination.
The closing price of public shares on June 28, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, was $10.20. As of [●], 2021, funds in the trust account totaled $[●], which amount does not include any accrued dividends post- [●], 2021, or approximately $[●] per outstanding public share.
Prior to exercising redemption rights, public stockholders should verify the market price of the public shares as they may receive higher proceeds from the sale of their public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure our stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for exercising redemption requests (being two business days before the scheduled date of the Special Meeting) and thereafter, with our consent, until the consummation of the Business Combination. If you deliver your shares for redemption to our transfer agent, and later decide prior to such deadline not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting our transfer agent at the phone number or address listed at the end of this section.
If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, bank or other nominee.
Appraisal Rights
Neither our stockholders nor our warrant holders have appraisal rights in connection with the Business Combination under the DGCL.
Proxy Solicitation Costs
We are soliciting proxies on behalf of our Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. We have engaged Innisfree to assist in the solicitation of proxies for the Special
 
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Meeting. The Company and its directors, officers and employees may also solicit proxies in person. The Company will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.
We will pay the cost of soliciting proxies for the Special Meeting. GSAH has engaged Innisfree to assist in the solicitation of proxies for the Special Meeting. GSAH has agreed to pay Innisfree a fee of $40,000, plus disbursements. GSAH will reimburse Innisfree for reasonable
out-of-pocket
expenses and will indemnify Innisfree and its affiliates against certain claims, liabilities, losses, damages and expenses. GSAH will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. GSAH’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
 
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PROPOSAL NO. 1—APPROVAL OF THE BUSINESS COMBINATION
Overview
We are asking our stockholders to approve and adopt the Business Combination Agreement and approve the Business Combination. Our stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. See “
—The Business Combination Agreement
” below, for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.
We may consummate the Business Combination only if it is approved by the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting.
The Business Combination Agreement
This subsection of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.
The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure letters (the “disclosure letters”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure letters contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about GSAH, Mirion or any other matter.
General Description of the Business Combination Agreement
The Business Combination Agreement
This subsection of the proxy statement describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.
The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract
 
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among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure letters (the “disclosure letters”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure letters contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement as characterizations of the actual state of facts about GSAH, Mirion or any other matter.
General Description of the Business Combination Agreement
On June 17, 2021, GSAH entered into the Business Combination Agreement with Mirion, the Charterhouse Parties the other parties thereto, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, GSAH will acquire control of Mirion. After giving effect to the Business Combination, Mirion will continue as a subsidiary of GSAH. On September 3, 2021, the Company, Mirion and the Charterhouse Parties, on behalf of the Sellers, executed an amendment to the Business Combination Agreement. Among other things, the amendment provides that holders of shares of GSAH Class A common stock shall separately vote on the increase in the number of shares of the GSAH Class A common stock authorized for issuance pursuant to the New Mirion Charter. In the event that this proposal is approved, the total number of shares of the Company’s Class A common stock would be increased from 500,000,000 shares to 2,000,000,000. Consummation of the Business Combination is not conditioned upon the approval of this proposal. See “
Proposal No. 7 - The Class A Common Stock Proposal
.”
Consideration to the Sellers in the Business Combination
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 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. 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 GSAH’s Class A common stock or shares of GSAH’s Class B common stock combined with shares of Class B common stock of a to be formed Delaware corporation that will be majority owned and controlled by GSAH. The Available Closing Cash will be an amount equal to (i) the amount of funds contained in GSAH’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 GSAH pursuant to the Subscription Agreements 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 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 GSAH to GSAM Holdings LLC (“
GSAM Holdings
”) of shares of the GSAH Class A common stock, pursuant to the Backstop Agreement, 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
”).
 
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Mirion Material Adverse Effect
Under the Business Combination Agreement, certain representations and warranties of Mirion are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. In addition, it is a condition to the performance of GSAH’s obligations to close the transactions contemplated by the Business Combination Agreement that no Material Adverse Effect occurs between signing and Closing. Pursuant to the Business Combination Agreement, a “Material Adverse Effect” means any state of facts, development, effect, change, circumstance, event or occurrence, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the business, assets, results of operations or financial condition of Mirion and its subsidiaries, taken as a whole;
provided
,
however
, that in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute a “Material Adverse Effect” or be taken into account in determining whether a “Material Adverse Effect” has occurred or would reasonably be expected to occur: (i) any change in law or GAAP or any interpretation or enforcement thereof, (ii) any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally, (iii) any national or international political or social conditions in countries in which, or in the proximate geographic region in which, Mirion or any of its subsidiaries operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any military installation, equipment or personnel of the United States or such other country, (iv) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of God or other force majeure event, (v) any change generally affecting any of the industries or markets in which Mirion or any of its subsidiaries operates, (vi) the announcement or execution of the Business Combination Agreement, or the pendency, performance or consummation of the transactions contemplated thereby, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, licensors, providers or employees, (vii) the taking of any action required by the terms of Business Combination Agreement or with the prior written consent of GSAH, (viii) any failure of Mirion and its subsidiaries, taken as a whole, to meet any projections, forecasts or budgets (provided that clause (viii) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in, or contributed to, or would reasonably be expected to result in, a Material Adverse Effect, to the extent that such change or effect is not otherwise excluded from this definition of Material Adverse Effect) and
(ix) COVID-19
or any other epidemic, pandemic or disease outbreak, or any law, directive, pronouncement or guideline issued by a governmental authority, the Centers for Disease Control and Prevention (or similar national or international organization), the World Health Organization or industry group providing for business closures, changes to business operations,
“sheltering-in-place”
or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including the
COVID-19
pandemic) or any change in such law, directive, pronouncement or guideline or interpretation thereof following the date of the Business Combination Agreement or Mirion’s or any of its subsidiaries’ compliance therewith;
provided
that, in the case of clauses (i)-(v) and (ix), such changes may be taken into account to the extent that such changes have had a disproportionate impact on Mirion and its subsidiaries, taken as a whole, as compared to other competitors or similarly situated companies operating in the industries or markets in which the Mirion and its subsidiaries operate.
Seller Material Adverse Effect
Under the Business Combination Agreement, certain representations and warranties of the Sellers are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, a “Seller Material Adverse Effect” means, with respect to the Sellers, any state of facts, development, effect, change, circumstance, event or occurrence that, individually or in the aggregate, has prevented, materially delayed or materially impaired, or would reasonably be expected to prevent, materially delay or materially impair, the ability of the Sellers, considered as a group, to consummate the transactions contemplated by the Business Combination Agreement.
 
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SPAC Material Adverse Effect
Under the Business Combination Agreement, certain representations and warranties of GSAH are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. In addition, it is a condition to the performance of Mirion and the Sellers’ obligations to close the transactions contemplated by the Business Combination Agreement that no SPAC Material Adverse Effect occurs between signing and Closing. Pursuant to the Business Combination Agreement, a “SPAC Material Adverse Effect” means, with respect to the SPAC, any state of facts, development, effect, change, circumstance, event or occurrence that, individually or in the aggregate, has prevented, materially delayed or materially impaired, or would reasonably be expected to prevent, materially delay or materially impair, the ability of the SPAC to consummate the transactions contemplated by the Business Combination Agreement.
Closing of the Business Combination
The Closing of the Business Combination is expected to occur by electronic exchange of documents at 10:00 a.m. Eastern Time, which will not be later than the third business day after the satisfaction or waiver of the conditions described below under the subsection “
—Conditions to Closing of the Business Combination
.” Notwithstanding the foregoing, the Closing of the Business Combination may occur at such other time, date and location as may be mutually agreed upon in writing by GSAH, Mirion and the Charterhouse Parties.
Conditions to Closing of the Business Combination—Conditions to Each Party’s Obligations
The respective obligations of the parties to the Business Combination Agreement to effect the Closing and the other transactions contemplated by the Business Combination Agreement are subject to the satisfaction, any of which may be waived, in writing, by mutual agreement of GSAH, Mirion and the Charterhouse Parties at or prior to the Closing of the Business Combination of each of the following conditions:
 
  •  
No provision of law, and no judgment, injunction, order or decree of any applicable governmental authority, will prohibit the consummation of the Closing.
 
  •  
Any applicable waiting period under the HSR Act (and any extensions thereof or any timing agreements, understandings or commitments obtained by request or other action of the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice, as applicable) will have expired or been terminated.
 
  •  
The parties to the Business Combination Agreement will have received specified
pre-Closing
authorizations, consents, clearances, waivers and approvals of certain governmental authorities in connection with the execution, delivery and performance of the Business Combination Agreement and the transactions contemplated thereunder.
 
  •  
The Registration Statement will have become effective in accordance with the Securities Act, no stop order shall have been issued by the SEC with respect to the Registration Statement and no action seeking such stop order shall have been threatened or initiated.
 
  •  
The required vote of GSAH’s stockholders to approve the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal shall have been duly obtained in accordance with the DGCL, the GSAH Certificate of Incorporation and bylaws, and the rules and regulations of the NYSE.
 
  •  
GSAH will have at least $5,000,001 of net tangible assets following the exercise of any redemption rights by the Company’s holders of Class A common stock in accordance with the GSAH Certificate of Incorporation and bylaws.
Conditions to Closing of the Business Combination—Conditions to GSAH’s Obligations
The obligation of GSAH to consummate the Closing is subject to the satisfaction, at or prior to the Closing of the Business Combination, of each of the following conditions, any of which may be waived, in writing, by GSAH:
 
  •  
Mirion and the Sellers will have performed in all material respects all of their respective obligations under the Business Combination Agreement required to be performed thereby on or prior to the Closing Date.
 
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  •  
(i) The representations and warranties of Mirion contained in Section 4.09(b) of the Business Combination Agreement must be true and correct in all respects as of the date of the Business Combination Agreement and as of the Closing Date, as if made at and as of the Closing Date; (ii) the fundamental representations and warranties of Mirion (i.e., representations related to organization and qualification, capitalization, authority and brokers) must be true and correct in all but de minimis respects (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the date of the Business Combination Agreement and as of the Closing Date, as if made at and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct in all but de minimis respects at and as of such earlier date); and (iii) each other representation and warranty of Mirion contained in Article 4 of the Business Combination Agreement must be true and correct (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the date of the Business Combination Agreement and as of the Closing Date, as if made at and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct at and as of such earlier date), except, in the case of this clause (iii), where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.
 
  •  
The representations and warranties of the Sellers contained in Article 3 of the Business Combination Agreement must be true and correct (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the date of the Business Combination Agreement and as of the Closing Date, as if made at and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct at and as of such earlier date), except where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Seller Material Adverse Effect.
 
  •  
GSAH will have received a certificate signed by an officer of Mirion, dated the Closing Date, certifying that the conditions specified in the three immediately preceding bullet points have been fulfilled.
 
  •  
A majority of the holders of the A Ordinary Shares and the B Ordinary Shares of Mirion will have delivered the drag along notice.
 
  •  
No Material Adverse Effect will have occurred since the date of the Business Combination Agreement.
 
  •  
Mirion and its subsidiaries will have issued notice of suspension or termination of any contracts to certain sales channel partners and otherwise ceased doing business with such sales channel partners as requested in writing by GSAH.
Conditions to Closing of the Business Combination—Conditions to Mirion’s and the Sellers’ Obligations
The obligation of Mirion and the Sellers to consummate the Closing are subject to the satisfaction, at or prior to the Closing of the Business Combination, of each of the following conditions, any of which may be waived, in writing, by Mirion and the Charterhouse Parties:
 
  •  
GSAH will have performed in all material respects all of its obligations under the Business Combination Agreement required to be performed by it on or prior to the Closing Date.
 
  •  
(i) The representations and warranties of GSAH contained in Section 5.09(b) of the Business Combination Agreement must be true and correct in all respects as of the Closing Date, as if made at and as of such date; (ii) the fundamental representations and warranties of GSAH (i.e., representations related to organization and qualification, capitalization, authority and brokers) must be true and correct (without giving effect to any limitations as to “materiality” or “material adverse effect” or any similar limitation set forth therein) in all but de minimis respects as of the Closing Date, as if made at and as of
 
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such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be so true and correct in all but de minimis respects at and as of such earlier date); and (iii) each other representation and warranty of GSAH contained in Article 5 of the Business Combination Agreement shall be true and correct (without giving effect to any limitations as to “materiality” or “material adverse effect” or any similar limitation set forth therein) as of the Closing Date, as if made at and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct at and as of such earlier date), except, in the case of this clause (iii), where the failure to be so true and correct has not had, and would not reasonably be expected to have, a SPAC Material Adverse Effect.
 
  •  
Mirion will have received a certificate signed by an officer of GSAH, dated the Closing Date, certifying that the conditions specified in the two immediately preceding bullets have been fulfilled.
 
  •  
The Available Closing Cash will not be less than $1,310,000,000.
 
  •  
Since the date of the Business Combination Agreement, there will have been no development, effect, change, circumstance, event or occurrence, that, individually or in the aggregate, has had, or would reasonably be expected to have a SPAC Material Adverse Effect.
Representations and Warranties
Under the Business Combination Agreement, the Sellers made customary representations and warranties about such Seller relating to: existence and power; authorization; governmental authorization; noncontravention; ownership; and brokers’ fees.
Under the Business Combination Agreement, Mirion made customary representations and warranties about it relating to: existence and power; authorization; governmental authorization; noncontravention; capitalization; subsidiaries; financial statements; absence of certain changes; undisclosed material liabilities; material contracts; litigation; compliance with laws and court orders; real property; intellectual property; insurance coverage; employees; employee benefit plans; taxes; environmental matters; affiliate transactions; brokers’ fees; anti-bribery; anti-corruption; international trade; sanctions; data privacy; customers and suppliers; product liabilities and recalls; PPP loans; and debt financing.
Under the Business Combination Agreement, GSAH made customary representations and warranties about it relating to: corporate existence and power; authorization; governmental authorization; noncontravention; capital structure; SEC documents; controls; listing; registration statement and proxy statement; absence of certain changes; litigation; compliance with applicable laws; taxes; employees and employee benefit plans; affiliate transactions; properties; brokers’ fees; financial ability; PIPE financing; and trust account.
Covenants of the Parties
Covenants of Mirion
Mirion made certain covenants under the Business Combination Agreement, including, among other things, the covenants set forth below.
 
  •  
Mirion has agreed to, and to cause its subsidiaries to, from the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, operate in the ordinary course of business consistent with past practice.
 
  •  
Subject to certain exceptions, from the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, Mirion will not, and will cause its subsidiaries not to:
 
  •  
change or amend its organizational documents;
 
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  •  
make, declare, set aside, establish a record date for or pay any dividend or distribution;
 
  •  
enter into, assume, assign, partially or completely amend any material term of, modify any material term of or terminate any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Mirion or its subsidiaries is a party or by which it is bound, other than in the ordinary course of business consistent with past practice;
 
  •  
(i) issue, deliver, sell, transfer, pledge, dispose of or place any lien (other than a permitted lien) on any shares or any other equity or voting securities of Mirion or any of its subsidiaries or (ii) issue any securities (including any shares, voting securities or loan capital) or grant any options, appreciation rights, share units, profits interests, warrants or other rights to purchase or obtain any shares or any other equity or voting securities or loan capital of Mirion and/or any of its subsidiaries;
 
  •  
sell, assign, transfer, convey, abandon, subject to a lien, or otherwise dispose of any owned real property;
 
  •  
sell, assign, transfer, convey, lease, license, abandon, allow to lapse or expire, subject to or grant any lien (other than permitted liens) on, or otherwise dispose of, any material assets, rights or properties (including leased real property) of Mirion and its subsidiaries, taken as a whole, other than in the ordinary course of business;
 
  •  
waive, release, compromise, settle or satisfy any pending or threatened claim or compromise or settle any liability, (i) if such settlement would require payment by Mirion in an amount greater than $1,000,000 individually or in the aggregate, (ii) to the extent such settlement includes an agreement to accept or concede material injunctive relief or (iii) to the extent such settlement involves a governmental authority or alleged criminal wrongdoing;
 
  •  
agree to modify in any respect materially adverse to Mirion and its subsidiaries any confidentiality or similar contract or agreement to which Mirion or any of its subsidiaries are a party;
 
  •  
directly or indirectly acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity interest in, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or person or division thereof;
 
  •  
make any loans or advance any money or other property;
 
  •  
redeem, purchase or otherwise acquire any shares (or other equity interests) of Mirion or any of its subsidiaries or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of capital stock (or other equity interests) of Mirion or any of its subsidiaries;
 
  •  
adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any shares or other equity interests or securities of Mirion;
 
  •  
make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated assets, liabilities or results of operations of Mirion and its subsidiaries;
 
  •  
adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation or recapitalization;
 
  •  
make, change or revoke any material tax election, adopt or change any material accounting method with respect to taxes, file any amended material tax return, settle or compromise any material tax liability, surrender any right to claim a material refund of taxes, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment (other than any extension pursuant to an extension to file any tax return), change its tax residence or start to trade to a material extent through a permanent establishment or other taxable presence, or enter into any material closing agreement with respect to any tax;
 
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  •  
(i) increase or grant any increase in the compensation, bonus, or other benefits (other than de minimis fringe or other benefits) of, or pay, grant or promise any bonus to, certain key employees; (ii) grant or pay any severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay or benefits of, any current or former service provider; (iii) enter into, amend (other than immaterial amendments) or terminate any employee benefit plan, policy, program, agreement, trust or arrangement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or
non-de
minimis benefits under any employee plan; (v) grant any equity or equity based compensation awards; or (vi) hire or terminate (other than for cause) certain key employees;
 
  •  
voluntarily fail to maintain in full force and effect material insurance policies covering the Mirion and its subsidiaries and their respective properties, assets and businesses in a form and amount consistent with past practices;
 
  •  
enter into any transaction or amend in any material respect any existing agreement with any related party;
 
  •  
enter into any agreement that materially restricts the ability of Mirion or its subsidiaries to engage or compete in any line of business or enter into a new line of business;
 
  •  
make any capital expenditure that in the aggregate exceeds $2,500,000;
 
  •  
receive, collect, compile, use, store, process, share, safeguard, secure (technically, physically or administratively), dispose of, destroy, disclose, or transfer (including cross-border) any personal information (or fail to do any of the foregoing, as applicable) in violation of any (i) applicable privacy laws, (ii) external-facing privacy policies or notices of, or (iii) contractual obligations with respect to any personal information;
 
  •  
incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness;
 
  •  
enter into, assume, assign, partially or completely amend any material term of, modify any material term of or terminate certain material contracts for which payments to or from Mirion or any of its subsidiaries would be expected to exceed $5,000,000 annually or $20,000,000 in the aggregate.
 
  •  
Subject to confidentiality obligations and certain other restrictions, Mirion will, and will cause its subsidiaries to, afford to GSAH reasonable access to Mirion’s properties, books, contracts, commitments, records and appropriate officers and employees, and will use its commercially reasonable efforts to furnish GSAH with financial and operating data and other information concerning the affairs of Mirion and its subsidiaries as GSAH may reasonably request solely for purposes of consummating the transactions contemplated by the Business Combination Agreement.
 
  •  
Mirion and each Seller (on behalf of itself and its respective controlled affiliates) waives any past, present or future claim of any kind against, and any right to access, the Trust Account, the trustee and GSAH, or to collect from the Trust Account any monies that may be owed to them by GSAH or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever.
 
  •  
The Charterhouse Parties will: (i) cause the holders of a majority of Mirion’s A Ordinary Shares and B Ordinary Shares to deliver a duly executed joinder agreement and a duly executed election agreement and (ii) cause the applicable shareholders of Mirion to provide a drag along notice to certain other shareholders of Mirion. Promptly following the provision of the drag along notice, the Charterhouse Parties shall cause all called shareholders of Mirion to deliver, at least five (5) Business Days prior to the Closing Date, a duly executed joinder agreement and a duly executed election agreement.
 
  •  
Mirion, the Charterhouse Parties and GSAH will use their reasonable best efforts to agree on a final steps plan regarding certain
pre-Closing
transactions. Prior to the Closing, Mirion will, and will cause
 
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its subsidiaries to, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to effectuate the agreed-upon
pre-Closing
step plan, with such amendments, modifications,
re-orderings
and the like as Mirion may determine to be reasonably necessary and desirable to effect the transactions contemplated by the Business Combination Agreement, subject to certain consent rights of GSAH and the Charterhouse Parties.
 
  •  
Mirion will take certain actions to supplement existing policies, procedures and practices concerning sales channel partners, including ceasing to do business with channel partners in certain jurisdictions, if requested by GSAH.
 
  •  
Mirion and the Sellers will settle and terminate certain related party agreements.
 
  •  
Mirion will reasonably cooperate with GSAH and GSAH’s lender to obtain, owner’s and lender’s title insurance policies with respect to owned real property, dated as of the Closing Date, issued from a title insurance company and in amounts reasonably satisfactory to GSAH, including to deliver such customary affidavits from officers of Mirion and its subsidiaries as reasonably requested by the title insurance company , including any affidavit required by the title company in order to issue a
“non-imputation”
endorsement.
 
  •  
Neither Mirion, any Seller nor any of their respective controlled affiliates, directly or indirectly, will engage in any transactions involving the securities of GSAH prior to the time of the making of a public announcement regarding all of the material terms of the transactions contemplated by the Business Combination Agreement.
 
  •  
No later than ten (10) Business Days prior to the Closing, Mirion will take such action as may be necessary such that, as of the Closing, (i) certain loan agreements between Mirion and certain of its officers will be terminated and of no further continued force or effect without any obligations or liabilities surviving the Closing, and (ii) all accounts payable to either party to such agreements will be settled and fully discharged with no further obligation or liability to either party.
 
  •  
Mirion will cause Mirion Technologies (HoldingSub2) Ltd., a limited liability company incorporated in England and Wales with a company number 09299632 (the “
DCL Beneficiary
”) to use its reasonable best efforts to, and will cause each of its subsidiaries to use its reasonable best efforts to, arrange and obtain debt financing on terms and conditions not less favorable than (taken as a whole) those set forth in the debt commitment letter delivered by Mirion in connection with the execution of the Business Combination Agreement (or such other terms as are reasonably acceptable to the DCL Beneficiary and GSAH).
 
  •  
Prior to the Closing, Mirion will, or shall cause its applicable subsidiaries to, repay in full any loans applied for or received by Mirion or any of its subsidiaries pursuant to the Paycheck Protection Program (“
PPP Loans
”) outstanding as of the date of the Business Combination Agreement (including any PPP Loans that as of the date of the Business Combination Agreement are subject to (i) an application for forgiveness, (ii) an audit by the U.S. Small Business Administration or the lender of such PPP Loan, or (iii) an escrow agreement).
 
  •  
Neither Mirion nor any Seller will take, nor will Mirion or any Seller permit any of their respective affiliates or representatives to take, whether directly or indirectly, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any person or entity concerning any purchase of any of Mirion’s equity securities or the issuance and sale of any securities of, or membership interests in, Mirion or its subsidiaries or any merger or sale of substantial assets involving Mirion or its subsidiaries, other than immaterial assets or assets sold in the ordinary course of business.
Covenants of GSAH
GSAH made certain covenants under the Business Combination Agreement, including, among other things, the covenants set forth below.
 
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  •  
Subject to certain exceptions, from the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, GSAH will not:
 
  •  
change, modify or amend the Trust Agreement, or organizational documents;
 
  •  
declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, GSAH; split, combine or reclassify any capital stock of, or other equity interests in, GSAH; or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, GSAH;
 
  •  
make, change or revoke any material tax election, adopt or change any material accounting method with respect to taxes, file any amended material tax return, settle or compromise any material tax liability, surrender any right to claim a material refund of taxes, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment (other than any extension pursuant to an extension to file any tax return), change its tax residence or start to trade to a material extent through a permanent establishment other taxable presence, or enter into any material closing agreement with respect to any tax;
 
  •  
enter into, renew or amend in any material respect any transaction or contract with a related party of GSAH;
 
  •  
waive, release, compromise, settle or satisfy any pending or threatened material claim or compromise or settle any liability;
 
  •  
incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness;
 
  •  
offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, GSAH or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests;
 
  •  
amend, modify or waive any of the terms or rights set forth in any private placement warrant; or
 
  •  
merge or consolidate, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of GSAH;
 
  •  
GSAH will take all necessary action to cause the Board of Directors GSAH as of immediately following the Closing to consist of nine (9) directors, of whom one (1) shall be the Chief Executive Officer of GSAH upon the Closing (i.e., the Chief Executive Officer of Mirion immediately prior to the Closing), two (2) shall be named by the Sponsor, one (1) shall be named by the Charterhouse Parties and the remainder shall be mutually agreed by the Charterhouse Parties, Mirion and GSAH prior to the Closing.
 
  •  
Prior to the Closing, GSAH will file an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware in the form agreed by the parties to the Business Combination Agreement.
 
  •  
Concurrently with the Closing, GSAH shall cause the existing Registration Rights Agreement, dated June 29, 2020, to be amended and restated in the form of the Amended and Restated Registration Rights Agreement agreed by the parties to the Business Combination Agreement.
 
  •  
GSAH will use reasonable best efforts to ensure that it remains listed as a public company, and that shares of Class A common stock of GSAH remain listed, on the NYSE.
 
  •  
GSAH shall use reasonable best efforts to keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable law.
 
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  •  
Unless otherwise approved in writing by Mirion and the Charterhouse Parties, GSAH will not permit any material amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the Subscription Agreements in any manner adverse to Mirion or the Charterhouse Parties. GSAH will use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the PIPE Subscription Agreements to cause the PIPE Investors to pay the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms.
 
  •  
Unless otherwise approved in writing by Mirion and the Charterhouse Parties, GSAH will not permit any material amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacement or termination of, the Backstop Agreement in any manner adverse to Mirion or the Charterhouse Parties.
 
  •  
Upon the satisfaction (or waiver by GSAH) of the conditions set forth in Article 11 of the Business Combination Agreement, and in accordance with and pursuant to the Trust Agreement at the Closing, (A) GSAH will cause the documents, opinions and notices required to be delivered to the trustee pursuant to the Trust Agreement to be so delivered and (B) GSAH will make arrangements to cause the trustee to (1) pay as and when due all amounts payable to all holders, as of the date of the Business Combination Agreement, of Class A common stock and Class B common stock of GSAH who shall have previously validly elected to redeem their shares pursuant to a redemption of such stockholders shares and (2) promptly thereafter, pay all remaining amounts then available in the Trust Account in accordance with the Business Combination Agreement and the Trust Agreement.
 
  •  
GSAH will use its reasonable best efforts to, and will cause its respective representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the debt financing as may be reasonably requested by Mirion that is necessary or customary for financings of the type contemplated by the debt commitment letter.
 
  •  
Subject to certain limitations, GSAH agrees to take all steps necessary or advisable to eliminate impediments under any antitrust, competition, or other applicable law (including mitigation measures imposed by CFIUS, ITAR or MINEFI) that are asserted by any governmental authority or any other party having jurisdiction over the transactions contemplated by the Business Combination Agreement.
 
  •  
GSAH will not take, nor will it permit any of its affiliates or representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person or entity, concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination.
Joint Covenants
 
  •  
GSAH, the Sellers and Mirion will use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable under applicable law to consummate the transactions contemplated by the Business Combination Agreement.
 
  •  
The Sellers, GSAH and Mirion will cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any governmental authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by the Business Combination Agreement and (ii) in using their respective reasonable best efforts to take such actions or make any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.
 
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  •  
The parties to the Business Combination Agreement will negotiate in good faith to establish a directors’ and officers’ liability insurance policy, to be in place as of the Closing, that includes full prior acts coverage and continuity.
 
  •  
The parties to the Business Combination Agreement will consult with each other before issuing any press release or making any public statement with respect to the Business Combination Agreement or the transactions contemplated thereby and will not issue any such press release or make any such public statement prior to such consultation.
 
  •  
Each party to the Business Combination Agreement shall give prompt notice to the other parties of (a) certain actions or investigations; (b) the occurrence or
non-occurrence
of any event whose occurrence or
non-occurrence,
as the case may be, could reasonably be expected to cause any condition set forth in Section 11.02 or Section 11.03 of the Business Combination Agreement not to be satisfied at any time from the date the Business Combination Agreement to the Closing; (c) any notice or other communication from any third-party alleging that the consent of such third-party is or may be required in connection with the transactions contemplated by the Business Combination Agreement; and (d) any regulatory notice, report or results of inspection from a governmental authority in respect of the transactions contemplated by the Business Combination Agreement.
Survival of Representations, Warranties and Covenants; No Indemnification
None of the representations, warranties, covenants and agreements in the Business Combination Agreement or in any instrument, document or certificate delivered pursuant to the Business Combination Agreement survive the Closing, except for those covenants and agreements contained therein which by their terms expressly apply in whole or in part after the Closing and then only to such extent until such covenants and agreements have been fully performed. Neither Mirion nor the Sellers will have any indemnification obligations pursuant to the Business Combination Agreement. None of the foregoing will limit the rights of GSAH to pursue recoveries under any buyer-side representations and warranties insurance policy.
Termination
The Business Combination Agreement may be terminated at any time prior to the Closing as follows:
 
  •  
by mutual written agreement of GSAH, Mirion and the Charterhouse Parties;
 
  •  
by GSAH, on the one hand, and Mirion and the Charterhouse Parties, on the other hand, if the Closing has not been consummated on or before November 30, 2021 (as may be extended under the Business Combination Agreement, or by mutual agreement of the parties, the “
End Date
”); provided, however, that if the conditions specified in Sections 11.01(b) and 11.01(c) of the Business Combination Agreement have not been satisfied by November 30, 2021, either GSAH, on the one hand, or Mirion and the Charterhouse Parties, on the other hand, may by written notice to the other party, extend the End Date to January 31, 2022; provided, further however, that if, following such extension of the End Date, the conditions specified in Sections 11.01(b) and 11.01(c) of the Business Combination Agreement have not been satisfied by January 31, 2022 because of a failure to receive the specified approval or approvals noted on Section 11.01(c) of the Company Disclosure Schedule, either GSAH, on the one hand, or Mirion and the Charterhouse Parties, on the other hand, may by written notice to the other party, extend the End Date to March 31, 2022;
 
  •  
by written notice from either Mirion and the Charterhouse Parties, on the one hand, or GSAH, on the other hand, to the other(s) if consummation of the transactions contemplated by the Business Combination Agreement would violate any nonappealable final order, decree or judgment of any court or governmental authority having competent jurisdiction;
 
  •  
by written notice to Mirion and the Charterhouse Parties from GSAH if there is any breach of any representation, warranty or covenant on the part of Mirion or the Sellers set forth in the Business
 
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Combination Agreement, such that the conditions specified in Sections 11.02(a), 11.02(b) and 11.02(c) of the Business Combination Agreement would not be satisfied at the Closing, subject to applicable cure periods as specified in the Business Combination Agreement;
 
  •  
by written notice to GSAH from Mirion and the Charterhouse Parties if there is any breach of any representation, warranty or covenant on the part of GSAH set forth the Business Combination Agreement, such that the conditions specified in Sections 11.03(a) and 11.03(b) of the Business Combination Agreement would not be satisfied at the Closing, subject to applicable cure periods as specified in the Business Combination Agreement;
 
  •  
by written notice from either Mirion and the Charterhouse Parties, on the one hand, GSAH, on the other hand, to the other(s) if the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal by the required vote of GSAH’s stockholders is not obtained; or
 
  •  
by written notice from either Mirion and the Charterhouse Parties, on the one hand, or GSAH, on the other hand, to the other(s) if the Minimum Cash Condition is incapable of being satisfied and Mirion and the Charterhouse Parties have not waived the Minimum Cash Condition within fifteen (15) Business Days of receipt by Mirion and the Charterhouse Parties of a written notice from GSAH that the Minimum Cash Condition has not been satisfied and is incapable of being satisfied.
If the Business Combination Agreement is terminated, the Business Combination Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, shareholders, stockholders, directors, officers, employees, agents, consultants or representatives to the other parties to the Business Combination Agreement; provided that if such termination shall result from (i) fraud, (ii) the knowing and willful failure of a party to fulfill a condition to the performance of the obligations of the other party, (iii) the knowing and willful failure of a party to perform a covenant of the Business Combination Agreement or (iv) the knowing and willful breach by a party thereto of any representation or warranty or agreement contained herein, such party will, subject to the terms of the Business Combination Agreement, be fully liable for any and all losses, damages, claims, costs or expenses incurred or suffered by the other parties as a result of such failure or breach.
Amendments
Any provision of the Business Combination Agreement may be amended if such amendment is in writing and is signed by each of Mirion, GSAH and the Charterhouse Parties, on behalf of the Sellers.
The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Annex A and is incorporated herein by reference.
Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. Each of the Amended and Restated Sponsor Agreement, the Subscription Agreements, the Amended and Restated Registration Rights Agreement, the Backstop Agreement and the Option Agreement (or forms thereof) are attached hereto as Annex D, Annex E, Annex F, Annex G and Annex H, respectively. You are urged to read such agreements in their entirety prior to voting on the proposals presented at the Special Meeting.
Amended and Restated Sponsor Agreement
In connection with the execution of the Agreement, the Company amended and restated that certain letter, dated June 29, 2020, by and among the Company, the Sponsor, GSAM Holdings and GS Employee Participation
 
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(collectively, the “
Insiders
”), pursuant to which, among other things, the Company and the Insiders agreed (i) to vote any shares of the Company’s securities in favor of the Business Combination and other Business Combination proposals, (ii) not to redeem any shares of the GSAH Class A common stock or the founder shares, in connection with the optional stockholder redemption, (iii) not to transfer any founder shares until the earlier of (x) the one year anniversary of the Closing Date and (y) the day following the trading date when the last reported sale price of the GSAH Class A common stock first equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period commencing at least 150 days after the Closing Date, subject to the clear market provisions in the Amended and Restated Registration Rights Agreement, (iv) not to transfer any shares issued to GSAM Holdings as part of the PIPE Investment if such shares are retained by GSAM Holdings or its affiliates (but, for the avoidance of doubt, not if distributed to GSAM Holdings’ or its permitted transferees’ employees, investment partners or clients) for a period of 180 days after the Closing, subject to the clear market provisions in the Amended and Restated Registration Rights Agreement, and (v) to be bound to certain other obligations as described in the Amended and Restated Sponsor Agreement.
Additionally, the founder shares will be subject to vesting in three equal tranches, based on the volume weighted average price of the GSAH Class A common stock being greater than or equal to $12.00, $14.00 and $16.00, respectively, per share for any 20 trading days in any 30 consecutive trading day period. Such founder shares will be forfeited to the Company for no consideration if they fail to vest within five years of the Closing. The Sponsor has issued membership interests intended to be treated as profits interests for U.S. income tax purposes to each of Lawrence D. Kingsley, who will serve as Chairman of the Board of the Company when the Business Combination closes, Thomas Logan, Chief Executive Officer of Mirion, and Brian Schopfer, Chief Financial Officer of Mirion, whereby such individuals will have an indirect interest in the founder shares held by the Sponsor, subject to vesting upon the satisfaction of service, performance and other conditions, including the Closing.
Each of the holders of the founder shares have agreed to waive the anti-dilution adjustments provided for in the Company’s Amended and Restated Certificate of Incorporation applicable to the founder shares in connection with the Business Combination, including the PIPE Investment. As a result of such waiver, the 18,750,000 founder shares will automatically convert into shares of the GSAH Class A common stock on a
one-for-one
basis upon the consummation of the Business Combination.
The foregoing description of the Amended and Restated Sponsor Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amended and Restated Sponsor Agreement, a copy of which is attached hereto as Annex D and is incorporated herein by reference.
Subscription Agreements
Concurrently with the execution of the Agreement, the Company entered into Subscription Agreements with 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 GSAH Class A common stock for an aggregate purchase price equal to $900,000,000. The PIPE Investment will be consummated substantially concurrently with the Closing.
The Subscription Agreements for the PIPE Investors (other than GSAM Holdings, 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, and use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (x) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” such registration statement) following the Closing and (y) the 10th business day after the date the Company is notified (orally or in
 
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writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review. Such registration statement is required to be kept effective until the earliest of (i) the date the PIPE Shares thereunder have been sold by the
non-GSAM
PIPE Investors, (ii) the date the PIPE Shares may be sold without restrictions under Rule 144 under the Securities Act, including without limitation, any volume and manner of sale restrictions that may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and (iii) three years after effectiveness of such registration statement.
The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms; (ii) upon the mutual written agreement of the parties to such Subscription Agreement; (iii) the conditions contained in the Subscription Agreement not being satisfied or waived prior to the Closing; and (iv) the first anniversary of the date of the Subscription Agreement if the closing pursuant to the Subscription Agreement has not yet occurred.
The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Subscription Agreement, a copy of which is attached hereto as Annex E and is incorporated herein by reference.
Amended and Restated Registration Rights Agreement
At the Closing, the Company will enter into the Amended and Restated Registration Rights Agreement with the GS Holders and the Sellers (collectively, with each other person who has executed and delivered a joinder thereto, the “
RRA Parties
”), pursuant to which the RRA Parties will be entitled to registration rights in respect of certain shares of the GSAH Class A common stock and certain other equity securities of the Company that are held by the RRA Parties from time to time. The Company will be required under the Amended and Restated Registration Rights Agreement to register up to approximately 108.3 million shares (assuming the 100% redemptions scenario which includes 12.5 million shares based on the exercise of the Backstop Agreement and 18.8 million founder shares assuming the satisfaction of all of the Founder Share Vesting Events).
The Amended and Restated Registration Rights Agreement provides that the Company will use commercially reasonable efforts to file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale of certain shares of the GSAH Class A common stock and certain other equity securities of the Company held by the RRA Parties as soon as reasonably practicable but no later than 30 calendar days following the consummation of the Business Combination and use its commercially reasonably efforts to have such shelf registration statement declared effective as soon as reasonably practicable after the filing thereof and no later than the earlier of (x) the 90th calendar day following the filing date if the SEC notifies the Company that it will “review” such shelf registration statement and (y) the 10th business day after the date the Company is notified in writing by the SEC that such shelf registration statement will not be “reviewed” or will not be subject to further review.
Each of (i) the Charterhouse Parties, (ii) the GS Holders or (iii) the holders of at least thirty percent (30%) in interest of the then outstanding registrable securities (each of (i), (ii) or (iii), the “
Demanding Holders
”) will be entitled to demand registration rights in connection with an underwritten offering. The Charterhouse Parties have an exclusive right for a
90-day
period beginning on the 181st day after the Closing (the “
Charterhouse Demand
Period
”) to exercise a single demand right. The Demanding Holders will be, at any time and from time to time on or after the date the Charterhouse Demand Period ends, entitled to demand registrations of all or part of their registrable securities. Such demand registrations are subject to certain offering thresholds, applicable
lock-up
restrictions and certain other conditions.
In addition, the RRA Parties have certain “piggy-back” registration rights. The Amended and Restated Registration Rights Agreement includes customary indemnification and confidentiality provisions. The Company
 
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will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Amended and Restated Registration Rights Agreement.
The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Amended and Restated Registration Rights Agreement, a copy of which is attached hereto as Annex F and is incorporated herein by reference.
Backstop Agreement
In connection with the execution of the Agreement, GSAM Holdings and the Company have entered into the Backstop Agreement pursuant to which GSAM Holdings has committed to purchase from the Company up to 12,500,000 shares of the GSAH Class A common stock at a price per share equal to $10.00 immediately prior to (and contingent upon) the Closing, solely to the extent necessary to fund any valid redemptions by the Company’s stockholders that results in the Cash Shortfall being greater than zero dollars, contingent upon the terms and subject to the conditions set forth in the Backstop Agreement.
The foregoing description of the Backstop Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Backstop Agreement, a copy of which is attached hereto as Annex G and is incorporated herein by reference.
Option Agreement
In connection with the execution of the Agreement, at the Closing, GSAM Holdings and Sellers that elect to receive cash for their Existing Mirion Shares will enter into the Option Agreement pursuant to which such Sellers will agree to, at the option of GSAM Holdings and subject to there being a partial exercise of the Backstop Agreement as described above, sell to GSAM Holdings up to 12,500,000 shares of the GSAH Class A common stock to be received by such Sellers pursuant to the Business Combination Agreement at the Closing at a price per share equal to $10.00 in cash, on the terms and subject to the conditions set forth in the Option Agreement. In the event there are sufficient redemptions of public shares such that there is a Cash Shortfall, the Company may exercise its rights under the Backstop Agreement to require GSAM Holdings to purchase up to 12,500,000 shares of GSAH Class A common stock to cover such Cash Shortfall as described above. If the Company exercises its rights under the Backstop Agreement for less than 12,500,000 shares of GSAH Class A common stock, GSAM Holdings has the right, but not the obligation, under the Option Agreement to purchase up to the difference of 12,500,000 shares of GSAH Class A common stock and the amount of shares purchased under the Backstop Agreement from the Sellers party to the Option Agreement.
The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Option Agreement, a copy of which is attached hereto as Annex H and is incorporated herein by reference.
Background of the Business Combination
The Company is a blank check company incorporated as a Delaware corporation on May 31, 2018, 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. The Business Combination was the result of an extensive search for a potential transaction that leveraged Mr. Knott’s industry experience and operating capabilities, along with Goldman Sachs’ unique sourcing infrastructure and experience investing in public and private markets. The terms of the Business Combination were the result of extensive negotiations between our representatives, representatives of Mirion and representatives of the Charterhouse Parties.
Prior to the consummation of our IPO, neither the Company, nor anyone on its behalf contacted any prospective target business or had discussion, formal or otherwise, with respect to a transaction with the Company.
 
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On June 29, 2020, the Company completed its IPO. After the completion of our IPO, the Company commenced an active search for business combination candidates using the Company’s network of investment bankers, private equity firms, consulting firms, and numerous other business relationships. During this period, the Company retained the Goldman Sachs Investment Banking Division to act as financial advisor to the Company and will receive compensation in connection therewith. In selecting Goldman Sachs as financial advisor (including as placement agent in connection with the PIPE Investment) the Company considered, among other things, (1) Goldman Sachs’ familiarity with the Company, including as a result of Goldman Sachs acting as book-running manager of the Company’s IPO, (2) the fee to be paid to Goldman Sachs compared to the fees that the Company believed would be typical in connection with an investment bank serving as financial advisor for a business combination valued at over $2.5 billion (and as placement agent in an approximately $900 million private placement) as well as the other terms of the engagement letter, (3) the Company’s belief that, as an internationally recognized investment banking firm with substantial experience in similar transactions, Goldman Sachs was well equipped to help the Company execute the Business Combination (and the PIPE Investment), and (4) that the Company previously disclosed, among other potential conflicts, that it may engage Goldman Sachs in connection with the Company’s initial business combination in its prospectus related to its IPO and its Annual Report on Form
10-K
for the year ended December 31, 2020.
The Company considered numerous potential target businesses with the objective of consummating its initial business combination. Representatives of the Company contacted and were contacted by numerous individuals and entities who presented ideas for business combination opportunities, including financial advisors and companies in the aerospace, specialty chemical and general industrial sectors.
In evaluating potential acquisition targets, the Company considered, among other things, businesses it believed had: (i) an enterprise value greater than $2.0 billion, (ii) advantageous positions in their respective industries, (ii) the ability to differentiate with technology, products and services, (iii) pathways for organic and inorganic growth, (iv) a capable, engaged and experienced management team, (iv) attractive margins and free cash flow characteristics, and (v) opportunities for margin expansion to be realized with the assistance of Mr. Knott, the Chief Executive Officer of the Company or industry contacts recruited by the Company. The Company also sought to identify companies that it believed would benefit from being a publicly-held entity, particularly with respect to access to capital for both organic growth and for use in acquisitions.
Throughout the evaluation process, the Company evaluated over 800 potential acquisition targets and made contact with representatives of over 50 of such potential targets to discuss a potential business combination transaction, ultimately receiving detailed information on 20 such potential targets (such other potential targets, the “
Other Targets
”) and entering into non-disclosure agreements with 16 of the Other Targets, in addition to Mirion. The company submitted a proposal on six of the Other Targets. The Company did not enter into exclusivity, nor did the Company agree to terms, with any of the potential targets other than Mirion and Company A, as described below.
The Other Targets included (i) a company in the cleaning chemicals industry (“
Company A
”), (ii) a company in the global packaging industry (“
Company B
”), (iii) a company in the software industry (“
Company C
), (iv) a company in the household care industry (“
Company D
”), (v) a company in the healthcare services industry (“
Company E
”), (vi) a company in the media industry (“
Company F
”), (vii) a company in the financial services industry (“
Company G
”), (viii) a company in the investment management industry (“
Company H
”), (ix) a company in the alternative asset management industry (“
Company I
”), (x) a company in the media industry (“
Company J
”), (xi) a company in the battery technology industry (“
Company K
”), (xii) a company in the automotive industry (“
Company L
”), (xiii) a company in the specialty chemicals industry (“
Company M
”), (xiv) a company in the financial services industry (“
Company N
”), (xv) a company in the healthcare services industry (“
Company O
”) and (xvi) a company in the industrial services industry (“
Company P
”).
Each of Companies A, B, C, E, M, P had an enterprise value in the range of $5.0 to $10.0 billion. Each of the remaining Other Targets had an enterprise value in the range of $2.0 to $5.0 billion.
 
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The Company engaged in discussions with Company A from August 2020 through November 2020 but could not reach a mutually acceptable valuation with Company A as a result of concerns about Company A’s competitive position and future outlook. In connection with the Company’s evaluation of Company A, in October 2020, the Company discussed a potential partnership with Lawrence D. Kingsley. Mr. Knott and Mr. Kingsley were in regular communication regarding the opportunity with Company A.
The Company engaged in discussions with Company B from November 2020 through December 2020 and submitted an initial indication of interest, but could not reach a mutually acceptable valuation.
The Company engaged in discussions with Company C from October 2020 through December 2020 and submitted an indication of interest, but developed concerns around Company C’s on-going product transitions and could not reach a mutually acceptable valuation.
The Company engaged in discussions with Company D in August 2020, but Company D halted the discussions after an accident at one of their facilities significantly impacted their operations.
The Company engaged in discussions with Company E from August 2020 to September 2020, but could not reach a mutually acceptable valuation.
The Company engaged in discussions with Company F from September 2020 through November 2020 and then in February 2021, but ultimately terminated the discussions with Company F when discussions with Mirion progressed to the point that Company determined to focus its efforts on a transaction with Mirion.
The Company engaged in discussions with Company G, H and I from September 2020 through October 2020, and also explored a potential business combination, but ended the discussions upon further due diligence.
The Company engaged in discussions with Company M in April 2021, but halted the discussions when discussions with Mirion progressed to the point that Company determined to focus its efforts on a transaction with Mirion.
The Company terminated discussions with each of Companies J, K, L, N, O and P after initial due diligence when it determined that the relevant company did not meet the key investment criteria discussed above.
Beginning in January 2021, representatives of Goldman Sachs’ Investment Banking Division, the Company’s financial advisor, contacted representatives of Mirion, a portfolio company of Charterhouse Capital Partners LLP (“
Charterhouse
”) to discuss possible business combination opportunities for the Company. They subsequently arranged a telephone call for January 25, 2021, to introduce representatives of GSAM who were working with the Company (and for purposes of this section any references to representatives of the Company shall include representatives of GSAM that were working with the Company) in connection with the Company’s search for business combination candidates, to Mirion. Mr. Knott discussed the potential opportunity with Mr. Kingsley as part of their ongoing review of targets for a potential business combination.
The following day, on January 26, 2021, representatives of Goldman Sachs’ Investment Banking Division and the Company met with Mr. Thomas Logan, Founder and Chief Executive Officer of Mirion and Mr. Brian Schopfer, Chief Financial Officer of Mirion, to discuss the possibility of a business combination.
On January 27, 2021, Mr. Knott and Mr. Logan met again to discuss the Company’s interest in a potential business combination between the Company and Mirion. Mr. Logan indicated that Mr. Knott and other representatives of the Company should meet with representatives of Charterhouse as a next step in the process. During this period of time, Mr. Knott spoke to members of Company’s Board of Directors regarding Mirion, its business model and potential for a transaction.
On February 2, 2021, Mr. Knott spoke in detail with Mr. Kingsley regarding the transaction and a potential partnership with Mr. Kingsley whereby Mr. Kingsley would assist in the Company’s due diligence of Mirion. Mr. Knott and Mr. Kingsley were in regular communication throughout the Company’s due diligence and negotiations. This regular communication continued throughout the transaction process.
 
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On February 3, 2021, representatives of the Company submitted a preliminary indication of interest to representatives of Charterhouse (the “
February
 3 Letter
”). The February 3 Letter described the Company’s interest in a business combination and contemplated a 100% acquisition of Mirion by the Company ascribing an enterprise value of $2.4 billion, and proposed a
30-day
exclusivity period.
On February 4, 2021, representatives of Charterhouse contacted representatives of the Company to discuss the February 3 Letter and the potential advantages of effecting a transaction with a special purpose acquisition company, and in particular the Company, as compared to various alternative transaction structures.
On February 8, 2021, representatives of Charterhouse responded to the February 3 Letter, requesting that the Company clarify its position on value, transaction execution, timing and the due diligence process. Later, on February 8, 2021, representatives of Goldman Sachs’ Investment Banking Division spoke with representatives of Charterhouse regarding the February 3 Letter, and reiterated the Company’s interest in pursuing a potential business combination with Mirion.
On February 11, 2021, representatives of the Company sent a written response to Charterhouse addressing the questions Charterhouse posed on February 8, 2021, which the parties discussed in detail on a call the following day.
On February 12, 2021, representatives of the Company held a call with representatives of Charterhouse to review the February 3 Letter. In response to Charterhouse’s request, representatives of the Company indicated that, subject to further due diligence, it may be willing to increase the valuation to Charterhouse. Additionally, the Company described that the focus of its financial diligence efforts would be on understanding Mirion’s expected financial performance, durability during periods of economic volatility, M&A opportunities and potential for continued operational improvement. The Company also provided a detailed execution timeline.
On February 15, 2021, representatives of Charterhouse sent a draft confidentiality agreement to representatives of the Company. Between February 15, 2021 and February 18, 2021, representatives of the Company and representatives of Charterhouse negotiated the confidentiality agreement covering confidential and proprietary information of Mirion and its affiliates. On February 18, 2021, the Company entered into the confidentiality agreement with Mirion.
On February 18, 2021, representatives of Charterhouse provided overview materials regarding Mirion to representatives of the Company in order to familiarize them with the nature of Mirion’s business and its financial profile as well as a preliminary term sheet in connection with a proposed business combination between the Company and Mirion. The term sheet contemplated total transaction consideration of $1.7 billion in cash consideration to Mirion equityholders, based on an enterprise value of Mirion of $2.5 billion, debt and equity financing of the transaction and an exclusivity period of 21 days.
From February 18, 2021 through February 25, 2021, representatives of Charterhouse and representatives of the Company exchanged drafts of the proposed term sheet and held telephonic discussions and negotiations regarding the terms. The key areas of discussion and negotiation included: management equity rollover, size of the PIPE Investment, treatment of transaction expenses, post-closing adjustments, transaction closing conditions (including with respect to regulatory consents) and exclusivity period.
On February 24, 2021, Mr. Knott discussed with the members of the Company’s Board the potential transaction opportunity, preliminary terms negotiated in the term sheet, anticipated relative valuation and Mirion’s historical financial performance as well as its business model. In addition, Mr. Knott discussed and received approval for signing a preliminary term sheet with Charterhouse and agreeing to an exclusivity period to continue the diligence process. Finally, Mr. Knott discussed economic terms of the potential partnership with Mr. Kingsley for the transaction opportunity, including the possibility of Mr. Kingsley serving as Chairman of the Board of Mirion.
 
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On February 25, 2021, Mirion and the Company exchanged emails with a final version of a
non-binding
term sheet which contemplated transaction consideration based on an enterprise value of Mirion of $2.5 billion, comprised of $1.599 billion in cash to Charterhouse and its
co-investors
and shares of the Company’s common stock to be issued to Mirion management, the expectation that the Company would raise at least $1.179 billion in equity financing and the expectation of an exclusivity period of 21 days from execution. The valuation was developed through consultation with the Company management and Mr. Kingsley, preliminary review of Mirion’s operating plan and financial forecast (including the achievability of such forecast) and consideration of certain customary valuation methodologies, including discounted cash flow analysis and relative valuation as compared to Mirion’s peers. Assuming a discount rate of 8.5%, using a range of exit EBITDA multiples from 13.0x - 17.5x and applying sensitivities to Mirion’s long term business forecast, all of which were determined based on GSAH’s professional judgment and experience, the discounted cash flow analysis implied an equity value reference range for Mirion of approximately $1.8 billion to $4.2 billion. Applying a range of discounts of 0% to 25% to the median of enterprise value to estimated 2022 Adjusted EBITDA multiples of selected public peer companies, the relative valuation analysis implied an equity value reference range for Mirion of approximately $2.6 billion to $3.7 billion.
Following the agreement on the term sheet, the Company, Mr. Kingsley and its legal and financial advisors, commenced an in depth business and financial due diligence review of Mirion and continued to negotiate a more detailed term sheet and exclusivity agreement.
On February 26, 2021, the Company and its representatives were granted access to an electronic data room to facilitate their due diligence review of Mirion.
On March 2, 2021, Messrs. Knott, Logan, Kingsley and Jo Natauri, Global Head of Healthcare Investing within Goldman Sachs Asset Management, had a dinner meeting during which they discussed the potential business combination and the merits of such a transaction.    
On March 3, 2021, representatives of Mirion held a full day meeting with representatives of the Company which began a detailed due diligence review of Mirion. In addition to the diligence session completed that day, the Company developed a detailed diligence process and workplan.
From March 3, 2021 to March 5, 2021, Mr. Knott discussed the opportunity, diligence findings to date and outstanding diligence items with the Company’s Board.
On March 9, 2021, the Company spoke with a financial accounting firm and a third party consulting firm regarding market and financial due diligence. Both had been previously engaged by Mirion starting in December 2020 to conduct financial and tax vendor due diligence. The third party consulting firm reviewed Mirion’s competitive positioning and customer perception and conducted market due-diligence in connection with Mirion’s acquisition of Sun Nuclear. The financial accounting firm’s and consulting firm’s assessments were reviewed with the Company, and the Company’s management reviewed such assessments with the Board.
Throughout the month of March 2021, in connection with the Company’s due diligence review of Mirion, representatives of each party and their respective advisors (acting at the direction of the respective party) held several dozen calls and meetings in furtherance of that review, including in person management meetings in Atlanta, Georgia on March 16 and 17, 2021.
On March 23, 2021 and March 24, 2021, Mr. Knott, Mr. Kingsley, Mr. Logan and representatives of Mirion visited facilities in Meriden, Connecticut; Melbourne, Florida and Oak Ridge, Tennessee.
On March 29, 2021 and March 30, 2021, representatives of the Company held full day onsite meetings in Atlanta with representatives of Mirion to continue its diligence review.
On March 26, 2021, the Company held a meeting of its board of directors. Mr. Knott discussed the diligence finding to date, site visits and findings and Mr. Kingsley’s perspective with the Board of Directors. Mr. Knott also discussed Company’s intention to revise its initial proposal to Charterhouse with two options relating to amount of rollover equity or reduced enterprise value.
 
 
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On March 31, 2021, the Company sent a revised proposal to representatives of Charterhouse which reflected two options: one proposal which contemplated reducing the enterprise value of Mirion from $2.5 billion to $2.4 billion, which would be offset by the Company including an additional $15 million in expenses related to securing committed financing, without a rollover of equity, and an alternative proposal that maintained Mirion’s enterprise value of $2.5 billion, but would require the Charterhouse parties to roll $300 million in equity, which would be subject to a 6 month
lock-up.
From March 31, 2021 to April 8, 2021, representatives of the Company and representatives of Charterhouse had numerous discussions regarding the two proposals.
On April 8, 2021, representatives of the Company sent a revised term sheet describing $2.5 billion enterprise value to Mirion with $300 million of rollover equity and a form of exclusivity agreement to representatives of Charterhouse based on conversations since March 31, 2021.
On April 9, 2021, the Company, Charterhouse, Mirion and their respective representatives held an
all-hands
call to discuss the negotiation of exclusivity, process and timeline for the potential business combination of the Company and Mirion including with respect to, execution risk, feedback from initial discussions with potential PIPE Investors, financing and the impact of current market conditions on a potential transaction. Following the meeting, the parties reaffirmed their interest in pursuing a potential business combination.
On April
9-12,
2021, Mr. Knott discussed the transaction proposal with the members of the Board as well as the proposed exclusivity. Mr. Knott also discussed the proposed transaction structure and relative valuation as well as the remaining items being pursued in diligence prior to the PIPE capital raise.
On April 13, 2021, the members of the Company’s Board determined to continue the discussions regarding a potential acquisition of Mirion and approved the exclusivity agreement and the revised term sheet specifying $2.5 billion of enterprise value and $300 million of equity rollover by Charterhouse.
On April 14, 2021, Charterhouse, Mirion and the Company entered into an exclusivity agreement and term sheet providing for exclusive negotiations through May 5, 2021.
On April 14, 2021, Representatives of GSAM spoke with members of Charterhouse regarding transaction structure, expected timeline and the Company’s commitment to the process.
On April 15, 2021, Weil and certain other legal counsel to the Company began their legal due diligence review of Mirion on behalf of the Company.
From April 19, 2021 through June 11, 2021, representatives of the Company, Mirion, and Goldman Sachs Investment Banking Division hosted numerous discussions with potential investors regarding the PIPE Investment. During such time period, representatives of the Company, Mirion and certain of their advisors, acting at the direction of the Company and Mirion, respectively, had a number of calls to discuss, among other things, the terms and status of the potential PIPE Investment and the composition of the investor base to participate in the PIPE Investment. On April 29, 2021, the Company held a meeting with its Board of Directors. Mr. Knott provided an update to Board regarding diligence findings, preliminary feedback from investors meetings as well as diligence items under review.
From May 1, 2021 to May 15, 2021, Messrs. Knott and Kingsley discussed with management of Mirion profits interest to enable participation in Founder Shares in connection with the potential business combination. The terms of these grants were discussed extensively between Weil and counsel to Messrs. Logan, Kingsley and Schopfer on May 8 and May 9 and then until the signing of the Business Combination Agreement.
 
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On May 4, 2021, the exclusivity period expired and the parties commenced negotiation of an updated term sheet without exclusivity.
On May 11, 2021, Davis Polk & Wardwell LLP, counsel to Mirion (“
Davis Polk
”) sent an initial draft Business Combination Agreement to Weil.
On May 13, 2021, the Company held a Board of Directors meeting. Mr. Knott discussed the exploration of exclusivity, current transaction dynamics, investor feedback and ongoing diligence items.
Between May 10 and May 20, 2021, representatives of Weil and Mirion held telephonic discussions regarding due diligence of certain sales channel partners of Mirion and developed a work plan in respect of such due diligence, including engaging third parties to assist in such due diligence.
On May 17, 2021, Weil provided a revised draft of the Business Combination Agreement to Davis Polk. In this draft the following material changes to the draft provided by Davis Polk were proposed: (i) the definition of “Material Adverse Effect” was revised to remove certain elements of the definition, and included certain carve-outs to other elements; (ii) inclusion of a right of GSAH to participate in decisions with respect to, and having certain consent rights over, certain
pre-Closing
restructuring transactions; (iii) cooperation amongst the parties with respect to obtaining debt financing; (iv) removal of the concept of a classified board of GSAH following the Closing; (v) the removal of certain actions required by GSAH in connection with certain regulatory filings; (vi) the scope of the representations and warranties and covenants of the parties; (vii) the inclusion of an exclusivity provision pursuant to which all parties would be bound until the Closing or termination of the Business Combination Agreement; and (viii) revisions to the Closing bring down of Mirion’s representations and warranties made under the Business Combination Agreement, as well as inclusion of a bring down of Seller representations and warranties.
On May 28, 2021 Weil, Davis Polk and Sullivan & Cromwell LLP (“
S&C
”), legal advisor to Goldman Sachs & Co. LLC as lead placement agent, signed off on the form of PIPE Subscription Agreement which was subsequently uploaded to the data room that was set up specifically for the PIPE investors.
On June 1, 2021, Davis Polk provided a revised draft of the Business Combination Agreement to Weil generally rejecting the changes in the May 17, 2021 draft provided by Weil, but accepting the inclusion of the exclusivity provision, a covenant regarding the termination of loans between Mirion and certain officers and directors, and the bring down of Seller representations and warranties. Additionally, in this draft the following material changes to the draft provided by Weil were proposed: (i) removal of a Closing deliverable related to the termination of certain outstanding employee loans; and (ii) the Outside Date was revised from October 31, 2021 to December 31, 2021.
From June 4, 2021 to June 12, 2021, the parties and their advisors exchanged various drafts of the Business Combination Agreement and related transaction documents. Significant areas of discussion and negotiation included: (i) the level of conditionality in the Business Combination Agreement; (ii) the allocation of transaction expenses related to the Transactions, (iii) the scope of the representations and warranties and covenants of the parties, (iv) certain interim operating covenants relating to the operation of Mirion’s business in between signing and Closing, and (v) the Outside Date, which was ultimately agreed to be November 30, 2021, subject to extension to January 31, 2022 and March 31, 2022 in the event that certain regulatory approvals are not obtained.
On June 5, 2021, Weil provided a consolidated set of disclosure schedules with respect to the Business Combination Agreement to Davis Polk.
On June 6, 2021, Davis Polk provided a consolidated set of disclosure schedules with respect to the Business Combination Agreement to Weil.
 
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On June 7, 2021, the Company held a Board of Directors meeting and Mr. Knott discussed ongoing negotiations with Charterhouse, investor feedback and remaining open items related to the transaction.
On June 9, 2021, the Board held a call to discuss the status of the transaction, open items and the Board’s fiduciary duties. Representatives from Weil participated in this call.
From June 8, 2021 to June 16, 2021, representatives of the Company had multiple discussions with representatives of Charterhouse regarding the PIPE capital raise, process related items, segment level financials and several topics related to the Business Combination Agreement.
On June 12, Weil provided an initial draft of the Backstop Agreement which provided the Company with the right to require GSAM Holdings to fund up to $125,000,000 at the Closing in the event that our redemptions were to exceed $250,000,000. Such requirement of GSAM Holdings to fund this amount would be subject to, among other conditions: (i) the Transaction being consummated immediately following the purchase of the backstop shares, (ii) GSAH redemptions being greater than $250,000,000, and (iii) the minimum cash condition being waived by Mirion and the Charterhouse Parties.
On June 13, Davis Polk provided a revised draft of the Backstop Agreement to Weil. In this draft, the following material changes to the draft provided to Davis Polk were proposed: (i) a number of new representations and warranties regarding knowledge, skill and investigation of GSAM Holdings were added and (ii) the conditions set forth in the immediately preceding paragraph were deleted. On the same date, Weil provided a revised draft of the Backstop Agreement to Davis Polk, reinserting the conditions that were deleted. Later that day, Davis Polk provided a further revised draft of the Backstop Agreement which deleted the conditions that were
re-inserted
by Weil, and also revised the agreement to provide the Company with the right to require GSAM Holdings to fund up to $125,000,000 at the Closing in the event that the Cash Shortfall amount was greater than $0.
On June 14, 2021, Weil provided a revised draft of the Business Combination Agreement to Davis Polk. In this draft the following material changes to the draft provided by Davis Polk were proposed: (i) certain obligations of Mirion were proposed, requiring Mirion to supplement existing policies, procedures and practices concerning sales channel partners; (ii) a requirement that Mirion and its subsidiaries repay all PPP Loans outstanding as of the date of the Business Combination Agreement (and not just those outstanding as of the Closing); (iii) inclusion of a condition to Closing regarding the suspension or termination of contracts with certain sales channel partners and (iv) removal of covenant requiring GSAH to arrange alternative financing in the event that the debt financing contemplated by the Business Combination Agreement becomes unavailable.
On June 15, 2021, representatives of the Company discussed the remaining open items related to the Business Combination Agreement with representatives of Mirion and Charterhouse and resolved the majority of remaining open items including: (i) certain conditions to closing and covenants with respect to compliance related matters in the Business Combination Agreement, (ii) final revisions to be made to the form of PIPE Subscription Agreement, and (iii) final revisions to be made to the form of Registration Rights Agreement.
On the afternoon of June 15, 2021, the Company held a telephonic meeting of the Board. At the meeting, representatives of the Company and Weil provided an update to the directors regarding the resolution of the final open issues in the transaction documents, subject to the Board’s approval. Weil gave the Board a presentation describing their fiduciary duties in connection with evaluating a transaction, as well as a summary of the terms of the transaction and a description of certain conflicts regarding GSAH’s relationships with certain related parties (See section entitled “
Certain Relationships and Related Person Transactions
”. Representatives of the Company reviewed with the Board the Company’s perspective on Mirion’s valuation implied by the terms of the transaction and how that valuation compared to similar companies based on certain financial metrics. The relative valuation analysis was based on the current enterprise value as a multiple of estimated calendar year 2022 forecasted Adjusted EBITDA (using publicly available information and information from paid subscription services that provide, among other things, broker consensus estimates for relevant metrics) of selected publicly-traded companies in the industrial technology, life science tools and healthcare equipment markets with above average growth and high-adjusted EBITDA margins. Mirion’s Adjusted EBITDA was calculated using the same approach as its peers. The Company identified a peer set of the following publicly traded companies: Badger
 
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Meter, Bruker Corporation, Halma Plc, IDEX Corporation, Keysight Technologies, Mettler Toledo, MSA Safety and Teledyne Technologies. The Company had also identified FLIR Systems as a peer, but excluded them from the analysis due to the impact on its trading multiples as a result of its pending acquisition by Teledyne Technologies. While these companies may share certain characteristics that are similar to those of Mirion, the Board recognized that no company was identical in nature to Mirion and did not assign relative weights to such companies. As a result of the relative valuation on an enterprise value to EBITDA basis, the Company concluded that Mirion’s enterprise value was at a discount to most of its peers.
The Board then discussed the proposed transaction and the benefits of the proposed transaction to the Company’s shareholders. Following this discussion and upon a motion duly made and seconded, the Board unanimously approved, among other things, the relationships described in “
Certain Relationships and Related Person Transactions,”
the Business Combination Agreement and the form of Subscription Agreement, in each case substantially in the form presented to the directors, and adopted a resolution recommending the Business Combination be adopted by the Company’s stockholders. The Board also unanimously approved the Business Combination, the issuance of shares in the transaction and to the PIPE Investors, the amendment of the charter and bylaws of the Company in connection with the transaction and certain post-closing incentive equity arrangements and certain management compensation matters.
On June 16, Weil provided a revised draft of the Backstop Agreement to Davis Polk. In this draft, the following material changes to the draft provided to Davis Polk were proposed: (i) the Company would only have the right to require GSAM Holdings to fund up to $125,000,000 at the Closing in the event that our redemptions were to exceed $250,000,000, and (ii) various conditions were inserted, including the requirement for the minimum cash condition to be waived by Mirion and the Charterhouse Parties. On the same date, David Polk provided a revised draft of the Backstop Agreement to Weil: (i) providing the Company with the right to require GSAM Holdings to fund up to $125,000,000 at the Closing in the event that the Cash Shortfall amount was greater than $0 and, (ii) deleting the additional conditions that were inserted in the prior Weil draft.
On June 16, 2021, Davis Polk and Weil exchanged revised drafts of the disclosure schedules.
Following conclusion of the Company Board meeting, the Company, Mirion and Charterhouse and their respective counsel finalized the transaction documentation and the PIPE Investors executed their respective subscription agreements and other documentation related thereto. On the morning of June 17, 2021, the parties executed the Business Combination Agreement and other transaction documents. See “
—The Business Combination Agreement
” for a discussion of the terms of the Business Combination Agreement. Promptly following the execution of such documentation, Mirion and the Company issued a joint press release announcing the transaction.
On September 3, 2021, the Company, Mirion and the Charterhouse Parties, on behalf of the Sellers, executed an amendment to the Business Combination Agreement. Among other things, the amendment provides that the holders of the Company’s Class A common stock shall separately vote on the increase in the number of shares of the Company’s Class A common stock authorized for issuance pursuant to the New Mirion Charter. In the event that this proposal is approved, the total number of shares of the Company’s Class A common stock would be increased from 500,000,000 to 2,000,000,000.
GSAH’s Board of Directors’ Reasons for the Approval of the Business Combination
On June 15, 2021 our Board unanimously (i) approved the Business Combination Agreement and the transactions contemplated thereby, (ii) determined that the Business Combination is in the best interests of GSAH and its stockholders and (iii) recommended that GSAH’s stockholders approve the Business Combination Proposal and the other proposals described herein.
In evaluating the Business Combination and making these determinations and this recommendation, our Board consulted with the Company’s management and its legal counsel, financial advisor and other advisors and considered a number of factors, including, but not limited to, the factors discussed below. In light of the wide
 
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number and complexity of the factors considered in connection with its evaluation of the Business Combination, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Company’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “
Cautionary Statement Regarding Forward-Looking Statements
” beginning on page [●] of this proxy statement.
Our Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to approve the entry into the Business Combination Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:
 
  •  
Mirion’s Highly Attractive Business Model.
Mirion is a global leader in the design and manufacturing of radiation detection, measurement and monitoring technology, offering a broad range of products to the nuclear, medical, defense and research end markets. Mirion has driven further growth by expanding into attractive medical markets with heightened growth opportunities, adding incremental profitable and recurring products to its broad portfolio. Mirion benefits from defensible barriers to entry due to its technology leadership, rigorous regulatory requirements and demanding design & operating standards. Further, Mirion’s broad customer base, across the detection & measurement technology, product offering, software and end markets verticals, combined with its broad geographic reach, provides the potential for a resilient business model.
 
  •  
Mirion’s Deep Relationships with a Diverse, Loyal Customer Base.
Mirion has a highly diversified customer base across markets and geographies, with the top 10 customers representing approximately 30% of total customer revenue for the fiscal year ended June 30, 2020. These customers span a wide array of industries and verticals, including the detection & measurement technology, product offering, software and end markets verticals, with many of Mirion’s key customer relationships spanning multiple decades. Mirion’s customer base demonstrates high loyalty because of the collaborative working relationship between Mirion and its customers and the critical necessity of Mirion’s products and the high technical expertise required to produce them.
 
  •  
Mirion’s Strong Expected Revenue.
Mirion has revenue that is expected to be predictable, in part due to the nature of the services and products it provides, with products from the research end markets having known replacement cycles and customers from Mirion’s nuclear and defense end markets procuring products and builds on multi-year horizons. Mirion’s practice of entering into multi-year agreements with its top customers and its status as a top competitor in each of its end markets provide further stability to its business model. The Board validated Mirion’s leading position in each of its end markets based on market research, competitor analysis, customer checks by third party consultants and research by the Company.
 
  •  
Mirion’s Experienced and Proven Management Team
. The Board considered the fact that, post-Business Combination, Mirion will be led by a senior management team with significant industry experience and a proven track record of operational excellence and financial performance at Mirion. In addition, the Board considered the fact that Mr. Kingsley, with his significant leadership experience and extensive management and investment experience, including with multinational high-technology growth companies, would serve as Chairman of the Board of the post-Business Combination Mirion.
 
  •  
Mirion’s Strong Balance Sheet.
The Board’s considered the fact that the Business Combination will provide significant primary capital and financial flexibility for Mirion to pursue value-additive growth opportunities. Mirion’s strong initial balance sheet combined with its financial performance and access to the public markets through the Business Combination should enable Mirion to expedite its growth strategy through both organic growth and strategic acquisitions.
 
  •  
Other Alternatives
. The Board’s belief, after a thorough review of other business combination opportunities reasonably available to the Company, that the proposed Business Combination represents
 
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the best potential business combination for the Company based upon the process utilized to evaluate and assess other potential acquisition targets.
 
  •  
Terms of the Business Combination
Agreement
. The Board considered the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including each party’s representations, warranties and covenants, the conditions to each party’s obligation and the termination provisions as well as the strong commitment by both Mirion and the Company to complete the Transactions.
 
  •  
Reasonableness of Aggregate Consideration.
Following a review of the financial data provided to the Company, including Mirion’s historical financial statements and certain unaudited prospective financial information, as well as the Company’s due diligence review of Mirion’s business and the views of the Company’s consultants and financial and other advisors, the Board considered the aggregate consideration to be paid and determined that the aggregate consideration was reasonable in light of such data and financial information.
 
  •  
Mirion Being an Attractive Target.
The Board considered the fact that Mirion (i) is of a size relevant to the public marketplace, (ii) has a strong existing management team, (iii) has a significant total addressable market and growth expansion opportunities, (iv) provides an opportunity for operational improvement, and (v) would benefit from the consummation of the Transactions as a result of becoming a public company and
de-leveraging,
which the Board believed would improve Mirion’s ability to grow, including through acquisitions.
 
  •  
Continued Ownership By Sellers.
The Board considered that Mirion stockholders would be receiving a significant amount of Mirion common stock as part of its consideration following the Business Combination, including the fact that, in connection with entry into the Business Combination Agreement, Mirion’s senior management team delivered election agreements pursuant to which each person elected to receive one hundred percent (100%) of their consideration in Mirion common stock. The Board considered this a strong sign of Mirion’s Stockholders confidence in Mirion and the benefits to be realized as a result of the Business Combination.
 
  •  
Vesting of Founder Shares.
The Board considered that in connection with the Closing, the Sponsor’s founder shares will be subject to vesting in three equal tranches, based on the volume weighted average price of the GSAH Class A common stock being greater than or equal to $12.00, $14.00 and $16.00, respectively, per share for any 20 trading days in any 30 consecutive trading day period. Such founder shares will be forfeited to the Company for no consideration if they fail to vest within five years of the Closing. Subjecting the founder shares to such vesting provisions is an indication of our Sponsor’s belief in the long-term growth trajectory of Mirion, and aligns our Sponsor’s interests with the interests of our shareholders.
 
  •  
The Role of the Independent Directors.
The Board is comprised of a majority of independent directors who are not affiliated with our Sponsor and its affiliates, including Goldman Sachs. In connection with the Business Combination, our independent directors, Messrs. William Frist, Steven S. Reinemund and David Robinson and Ms. Martha Sullivan, evaluated the proposed terms of the Business Combination, including the Business Combination Agreement, the Related Agreements and the amendments to our current certificate of incorporation to take effect upon the completion of the Business Combination. Our independent directors evaluated and unanimously approved, as members of the Board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination.
The Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:
 
  •  
Macroeconomic Risks
. Macroeconomic uncertainty, including the potential impact of the
COVID-19
pandemic, and the effects they could have on the combined company’s revenues.
 
  •  
Benefits May Not Be Achieved
. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.
 
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  •  
Growth Initiatives May Not be Achieved
. The risk that the growth initiatives may not be fully achieved or may not be achieved within the expected timeframe.
 
  •  
Reduction in Majority Shareholder Ownership
. The risk of investors perceiving negatively the reduction in ownership by Charterhouse of Mirion as part of the Business Combination.
 
  •  
Indebtedness
. The risk that Mirion’s levels of outstanding indebtedness could adversely affect its and the Company’s financial condition following the closing of the Business Combination.
 
  •  
No Third-Party Valuation
. The risk that the Company did not obtain a third-party valuation or fairness opinion in connection with the Transactions.
 
  •  
Liquidation of the Company
. The risks and costs to the Company if the Business Combination is not completed, including the risk of diverting our officer’s and directors’ focus and resources from other businesses combination opportunities, which could result in the Company being unable to effect a business combination by July 2, 2022 and force the Company to liquidate and the warrants to expire worthless.
 
  •  
Exclusivity
. The fact that the Business Combination Agreement includes an exclusivity provision that prohibits the Company from soliciting other business combination proposals.
 
  •  
Stockholder Vote
. The risk that the Company’s stockholders may fail to provide the respective votes necessary to effect the Business Combination.
 
  •  
Closing Conditions
. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within the Company’s control.
 
  •  
Regulatory Approval
. The fact that completion of the Business Combination is conditioned on obtaining regulatory approvals (both foreign and domestic) that are not within the Company’s control and can take a significant amount of time to obtain, which provides the parties with the ability to extend the Outside Date and delay the consummation of the transactions contemplated by the Business Combination until certain of such approvals have been obtained.
 
  •  
Litigation
. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.
 
  •  
Fees and Expenses
. The fees and expenses associated with completing the Business Combination.
 
  •  
Other Risks
. Various other risks associated with the Business Combination, the business of the Company and the business of Mirion described under “
Risk Factors
” beginning on page [●] of this proxy statement/prospectus.
In addition to considering the factors described above, the Board also considered that:
 
  •  
Interests of Goldman Sachs Parties and Certain Other Persons
. The officer and some of the directors of the Company may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of the Company’s stockholders (see “
Certain Relationships and Related Persons Transactions
”). Our independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the Board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination.
The Board concluded that the potential benefits that it expected the Company and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board unanimously determined that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, the Company and its stockholders.
 
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Certain Unaudited Projected Financial Information
Mirion provided the Company with its internally prepared financial projections for each of the years in the three year period ending June 30, 2023. Mirion does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of their future performance, revenue, financial condition or other results. The prospective financial information was prepared solely for internal use and not with a view toward compliance with published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, but, in the view of the Company’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of the Company. The financial projections were requested by, and disclosed to, the Company for use as a component in its overall evaluation of Mirion, and are included in this proxy statement/prospectus because they were provided to the Board for its evaluation of the Business Combination.
The financial projections were developed by Mirion management and considered various material assumptions, set forth below:
 
  •  
The growth rate in the end markets that Mirion serves (based on a weighted-average of Mirion’s revenue per end market) will be in the range of 4% to 6% annually through fiscal year 2023 (such forecasted growth rate was estimated in partnership with a global consulting firm), and no significant change in end market trends;
 
  •  
No major changes in the dynamics of the end markets that Mirion serves (e.g., no positive or negative changes in the nuclear or medical end markets globally);
 
  •  
Spending in the Industrial and Medical end markets (excluding any COVID-19 specific activity) returns to pre-COVID-19 pandemic levels beginning in fiscal year 2022;
 
  •  
No significant supply chain interruptions;
 
  •  
The conversion of Mirion’s backlog of $715.8 million as of June 30, 2021 to revenue in accordance with contracts that Mirion has been awarded with no changes to customer-communicated project timelines, primarily in the Industrial segment;
 
  •  
Investments in research and development for new products, such as Mirion’s investments in the SaaS SunCheck platform in Mirion’s Medical segment and investments in corporate functions primarily related to the integration of acquired companies as well as corresponding increases in finance and accounting and legal and compliance costs as a public company;
 
  •  
Mirion maintains and expands its leading position relative to its competitors;
 
  •  
No material acquisitions or divestitures by Mirion;
 
  •  
No changes to foreign exchange rates from those as of December 2020; and
 
  •  
Performance inline with Mirion’s historical performance and no significant changes to the general political and economic environment, including with respect to inflation.
Mirion’s management, with the assistance of a global consulting firm, conducted market research and surveyed companies across Mirion’s end markets, although there was no specific company or group of companies that Mirion’s management and the consulting firm relied on. Based on the foregoing process and management’s judgment, Mirion’s management estimated the approximate market sizes and growth rate ranges as set forth in the table below and calculated a projected growth rate range of 4% to 6% using the average of such growth rates, weighted by Mirion’s percentage of sales in such end markets.
 
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End Market
   
Approximate
Market Size
(1)
     
Estimated Growth
Rate
(2)
    
Percentage of

Sales
(3)
  
Medical
    $ 1.4 billion        5 – 7 %      33 % 
Labs
    $ 0.2 billion        3 – 5 %      11 % 
Diversified Industrial
    $ 0.7 billion        3 – 5 %      17 % 
Nuclear
    $ 2.0 billion        2 – 4 %      39 % 
Total
   
$
4.3 billion
       
4 – 6
%
 		    
100
%
 
 
(1)
Market size for CY 2026.
(2)
Represents CY 2020 to CY 2026.
(3)
Estimated based on projections for prospective adjusted revenue for fiscal year 2021.
The foregoing estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Mirion’s business, are inherently uncertain, difficult to predict and are beyond Mirion’s and the Company’s control. The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that the Company, our Board, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus, including investors or holders, are cautioned not to place undue reliance on this information. You are cautioned not to rely on the financial projections in making a decision regarding the transaction, as the financial projections may be materially different than actual results. We will not refer back to the financial projections in our future periodic reports filed under the Exchange Act.
The financial projections are forward looking statements that are inherently subject significant uncertainties and contingencies, many of which are beyond Mirion’s and the Company’s control. The various risks and uncertainties include those set forth in the “
Risk Factors
,” “
Mirion’s Management’s Discussion and Analysis of Financial Condition and Results of Operations
” and “
Cautionary Statement Regarding Forward-Looking Statements”
sections of this proxy statement/prospectus, respectively. As a result, there can be no assurance that the financial projections described below will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.
The financial projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, Mirion’s management. Neither PricewaterhouseCoopers LLP nor Deloitte & Touche LLP has audited, reviewed, examined, compiled nor applied any procedures with respect to the accompanying financial projections and accordingly, neither PricewaterhouseCoopers LLP nor Deloitte & Touche LLP expresses an opinion or any other form of assurance with respect thereto, and assume no responsibility for, and disclaim any association with, the prospective financial information. The PricewaterhouseCoopers LLP report included in this proxy statement/prospectus relates to the Company’s previously issued financial statements and the Deloitte & Touche LLP report included in this proxy statement/prospectus relates to Mirion’s previously issued financial statements. Such reports do not extend to the financial projections and should not be read to do so.
Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared, which was in December 2020. None of Mirion’s independent registered accounting firm, the Company’s independent registered accounting firm or any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included below, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and they assume no responsibility for, and disclaim any association with, the financial projections. Nonetheless, a
 
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Table of Contents
summary of the financial projections is provided in this proxy statement/prospectus because they were made available to the Company and our Board in connection with their review of the proposed Business Combination.
EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE FINANCIAL PROJECTIONS FOR MIRION, THE COMPANY UNDERTAKES NO OBLIGATIONS AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.
The key elements of the projections provided by management of Mirion to the Company are summarized in the table below. The forecasts contain certain
non-GAAP
financial measures, including Prospective Adjusted Revenue, Prospective Adjusted EBITDA, Prospective Adjusted EBITDA less Capital Expenditures and Average Cash Conversion which are summarized below the table.
 
($ in millions)
   
FY 2021E
    
FY 2022E
    
FY 2023E
  
Prospective Adjusted Revenue
    $ 688.7     $ 722.6     $ 761.9  
% Organic Growth
   
 
5.9
% 
  
 
4.9
% 
  
 
5.4
% 
Prospective Adjusted EBITDA
      172.4       178.7       205.1  
% Margin
   
 
25.0
% 
  
 
24.7
% 
  
 
26.9
% 
Prospective Adjusted EBITDA less Capital Expenditures
      140.4       142.4       168.6  
% Prospective Adjusted Revenue
   
 
20.4
% 
  
 
19.7
% 
  
 
22.1
% 
Average Cash Conversion
      95.7 %      94.3 %      95.4 % 
Non-GAAP
Financial Measures
The forecasts contain certain
non-GAAP
financial measures, including Prospective Adjusted Revenue, Prospective Adjusted EBITDA, Prospective Adjusted EBITDA less Capital Expenditures and Average Cash Conversion. Mirion and the Company believe these
non-GAAP
measures provide useful information to management and investors regarding certain financial and business trends relating to Mirion’s financial condition and results of operations. However, the use of
non-GAAP
measures instead of GAAP measures has limitations as an analytical tool, and you should not consider the
non-GAAP
measures in isolation, or as a substitute for, comparable measures reported under GAAP. Mirion’s definitions of and methods of calculating these
non-GAAP
financial measures vary from the definitions and methods used by other companies, which may limit their usefulness as comparative measures.
Prospective Adjusted Revenue is defined as GAAP revenue adjusted for impacts from purchase accounting, prospective adjustments from acquisitions and impact of foreign exchange conversion. Prospective adjustment from acquisitions represents all acquisitions, including those not deemed significant under Article 11,
Pro Forma Financials
. EBITDA is defined as net income before interest expense, income tax expense, depreciation and amortization. Average Cash Conversion is measured as Adjusted EBITDA less Maintenance Capital Expenditures divided by Adjusted EBITDA. These measures are not measurements of Mirion’s financial performance under GAAP and should not be considered in isolation or as alternatives to net income, net cash flows provided by operating activities, total net cash flows or any other performance measures derived in accordance with GAAP or as alternatives to net cash flows from operating activities or total net cash flows as measures of Mirion’s operating activity. Management does not consider EBITDA in isolation or as alternatives to financial measures determined in accordance with GAAP.
 
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Table of Contents
Set forth below are reconciliations of Prospective Adjusted Revenue and Prospective Adjusted EBITDA to GAAP revenue and net income, in each case the most directly comparable GAAP measures. In addition, set forth below is a calculation of cash conversion.
Reconciliation of Prospective Adjusted Revenue to Revenue
The following table sets forth the reconciliation of Prospective Adjusted Revenue to GAAP revenue, the most directly comparable GAAP measure.
 
($ in millions)
   
FY2021E
     
FY2022E
     
FY2023E
  
Revenue (GAAP basis)
    $ 616.6      $ 715.8      $ 761.9  
Deferred revenue purchase accounting adjustments
      8.0        6.8        —    
Prospective adjustments from acquisitions
(1)
      60.0        —          —    
Impact of foreign exchange conversion
      4.0        —          —    
Prospective Adjusted Revenue
   
$
688.7
 
   
$
722.6
 
   
$
761.9
 
 
(1)
Includes Biodex, Dosimetrics and Sun Nuclear acquisitions.
Reconciliation of Prospective Adjusted EBITDA to Net Income (Loss)
The following table sets forth the reconciliation of Prospective Adjusted EBITDA to Net income (loss), the most directly comparable GAAP measure.
 
($ in millions)
   
FY2021E
     
FY2022E
     
FY2023E
  
Net income (loss) (GAAP)
    $ (146.9 )     $ 37.0      $ 82.7  
Minority interest
      (0.0 )       —          —    
Income taxes
      (10.3 )       13.0        29.1  
Other (income) / expense
      (0.3 )       —          —    
Loss on debt extinguishment
      —          —          —    
Foreign currency (gain) loss, net
      16.3        —          —    
Net interest expense
(1)
      165.5        17.1        15.2  
Amortization of acquired intangibles
      60.8        62.5        55.1  
Depreciation
      21.6        21.3        15.1  
Stock-based compensation
      0.2        —          —    
Other
non-operating
costs
      44.3        27.7        10.3  
Other adjustments
      0.3        0.0        (2.6 ) 
Adjusted EBITDA (Before Prospective Adjustment)
   
$
151.5
 
   
$
178.7
 
   
$
205.1
 
Prospective adjustments from acquisitions
      20.9        —          —    
Prospective adjusted EBITDA
   
$
172.4
 
   
$
178.7
 
   
$
205.1
 
Prospective adjustments from acquisitions
         
Acquisitions
(2)
    $ 19.2        —          —    
Foreign currency impact from acquisitions
      1.7        —          —    
Total prospective adjustments from acquisitions
   
$
20.9
 
   
$
0.0
 
   
$
0.0
 
Source: Mirion management
 
(1)
FY 2021E net interest expense includes
non-cash
interest expense related to PIK interest.
(2)
Includes Biodex, Dosimetrics and Sun Nuclear acquisitions.
Average Cash Conversion
The following table sets forth the calculations used to derive Average Cash Conversion, which is calculated as Adjusted EBITDA less Maintenance Capital Expenditures divided by Adjusted EBITDA.
 
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Table of Contents
    
Average Cash Conversion
  
($ in millions)
   
FY2021E
    
FY2022E
    
FY2023E
  
Adjusted EBITDA
    $ 151.5     $ 178.7     $ 205.1  
(-) Maintenance Capital Expenditures
      (6.5 )      (10.3 )      (9.4 ) 
Adjusted EBITDA Less Maintenance CapEx
   
$
145.0
 
  
$
168.4
 
  
$
195.7
 
Cash Conversion
      95.7 %      94.3 %      95.4 % 
Satisfaction of 80% Test
The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). Based on the financial analysis of Mirion generally used to approve the transaction, our Board determined that this requirement was met. Our Board determined that the consideration being paid in the Business Combination, which amount was negotiated at arms-length, was fair to and in the best interests of GSAH and its stockholders and appropriately reflected Mirion’s value. In reaching this determination, our Board concluded that it was appropriate to base such valuation in part on qualitative factors such as management strength and depth, competitive positioning, customer relationships, and technical skills, as well as quantitative factors such as its potential for future growth in revenue and profits. Our Board believes that the financial skills and background of its members qualify it to conclude that the acquisition of Mirion met this requirement.
Interests of Goldman Sachs Parties and Certain Other Persons
When you consider the recommendation of our Board in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor and our directors have interests in such proposal that are different from, or in addition to, those of our stockholders and warrant holders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Business Combination Proposal. GSAH stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:
 
  •  
If we do not consummate a business combination by July 2, 2022 (or if such date is extended at a duly called meeting of our stockholders, such later date), we would (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the 18,750,000 shares of Class B common stock owned by our Initial Stockholders, including the Sponsor, would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because the Sponsor and each of our officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 8,500,000 private placement warrants that the Sponsor paid $17 million for will expire worthless. The [-] shares of Class A common stock that the Initial Stockholders will hold following the Business Combination, if unrestricted and freely tradable, would have had aggregate market value of approximately $[-] million based upon the closing price of $[-] per share of Class A common stock on the NYSE on [-], 2021, the
 
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Table of Contents
 
most recent practicable date prior to the date of this proxy statement. Given such shares of our common stock will be subject to certain restrictions, we believe such shares have less value. The [-] private placement warrants that the Sponsor will hold following the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $[-] million based upon the closing price of $[-] per warrant on the NYSE on [-], 2021, the most recent practicable date prior to the date of this proxy statement. The following table sets forth the implied ownership levels by and returns to the GSAH stockholders (including the Sponsor) at various prices based on the assumptions described under “
Summary of the Proxy Statement / Prospectus—Ownership of the Company Following the Business Combination
”.
Implied Ownership and Returns at Various Prices
(1)
 
Share Price:
  
$
6.00
 
  
$
8.00
 
  
$
10.00
 
  
$
12.00
 
  
$
14.00
 
  
$
16.00
 
  
$
18.00
 
  
$
20.00
 
Public Shares
     75       75       75       75       75       75       75       75  
Public Warrants
     —         —         —         1       3       5       7       7  
Founder Shares
(2)
     —         —         —         6       13       19       19       19  
Private Placement Warrants
     —         —         —         0       2       2       3       4  
PIPE Investors
     90       90       90       90       90       90       90       90  
Previous Owners and Management Rollover Equity
     39       39       39       39       39       39       39       39  
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Post-Money Equity Value
  
$
1,224
 
  
$
1,632
 
  
$
2,040
 
  
$
2,537
 
  
$
3,099
 
  
$
3,687
 
  
$
4,187
 
  
$
4,663
 
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Implied Returns ($ mm):
                
Illustrative IPO Investor
1-Year
Return (%)
(3),(4
)
  
 
(40
)% 
  
 
(20
)% 
  
 
0
% 
  
 
21
% 
  
 
46
% 
  
 
71
% 
  
 
96
% 
  
 
118
% 
Illustrative PIPE Investor
1-Year
Return (%)
(3
)
  
 
(40
)% 
  
 
(20
)% 
  
 
0
% 
  
 
20
% 
  
 
40
% 
  
 
60
% 
  
 
80
% 
  
 
100
% 
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Sponsor Gain ($) (excl. PIPE Investment)
(2),(5
)
  
$
(17
) 
  
$
(17
) 
  
$
(17
) 
  
$
62
 
  
$
179
 
  
$
321
 
  
$
376
 
  
$
430
 
Illustrative Founder
1-Year
Return (%) (excl. PIPE Investment)
(2),(5
)
  
 
(100
)% 
  
 
(100
)% 
  
 
(100
)% 
  
 
366
% 
  
 
1054
% 
  
 
1890
% 
  
 
2210
% 
  
 
2531
% 
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Sponsor Gain ($) (incl. PIPE Investment)
(2),(6
)
  
$
(97
) 
  
$
(57
) 
  
$
(17
) 
  
$
102
 
  
$
259
 
  
$
441
 
  
$
536
 
  
$
630
 
Illustrative Sponsor
1-Year
Return (%) (incl. PIPE Investment)
(2),(6
)
  
 
(45
)% 
  
 
(26
)% 
  
 
(8
)% 
  
 
47
% 
  
 
119
% 
  
 
203
% 
  
 
247
% 
  
 
290
% 
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Implied Ownership:
  
$
6.00
 
  
$
8.00
 
  
$
10.00
 
  
$
12.00
 
  
$
14.00
 
  
$
16.00
 
  
$
18.00
 
  
$
20.00
 
Public Stockholders
     36.8 %      36.8 %      36.8 %      35.8 %      35.4 %      34.8 %      35.2 %      35.1 % 
Sponsor (excl. PIPE Investment)
(2)
     —         —         —         3.1       6.3       9.2       9.4       9.6  
PIPE Investors
     44.1       44.1       44.1       42.6       40.7       39.1       38.7       38.6  
of which is Founder PIPE Investment
     9.8       9.8       9.8       9.5       9.0       8.7       8.6       8.6  
Previous Owners and Management
(7
)
     19.1       19.1       19.1       18.4       17.6       16.9       16.8       16.7  
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total
  
 
100.0
% 
  
 
100.0
% 
  
 
100.0
% 
  
 
100.0
% 
  
 
100.0
% 
  
 
100.0
% 
  
 
100.0
% 
  
 
100.0
% 
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Implied Dilution from Founder Shares and Private Placement Warrants
  
 
0.0
% 
  
 
0.0
% 
  
 
0.0
% 
  
 
3.1
% 
  
 
6.3
% 
  
 
9.2
% 
  
 
9.4
% 
  
 
9.6
% 
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
•
In conjunction with the Business Combination Agreement, the Sponsor issued 3,200,000 membership interests to Thomas Logan, the Chief Executive Officer of Mirion, 700,000 membership interests to Brian Schopfer, the Chief Financial Officer of Mirion, and 4,200,000 membership interests to Lawrence Kingsley, who is expected to be Chairman of the Board of New Mirion. The Profits Interests are intended to be treated as profits interests for U.S. income tax purposes, pursuant to which Messrs. Logan, Schopfer and Kingsley
 
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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.
(1)
Does not contemplate any incentive awards under the Equity Incentive Plan as the number of awards and terms of any such awards are not yet known.
(2)
The founder shares will be subject to vesting after the Closing in three equal tranches, based on the volume weighted average price of the GSAH Class A common stock being greater than or equal to $12.00, $14.00 and $16.00, respectively, per share for any 20 trading days in any 30 consecutive trading day period. Such founder shares will be forfeited to the Company for no consideration if they fail to vest within five years of the Closing. Includes portion of founders shares allocated to Lawrence Kingsley and members of Mirion management.
(3)
Assumes investor entry price of $10/share.
(4)
Includes public common shares and public warrants.
(5)
Assumes at risk capital of $17mm.
(6)
Assumes PIPE Investment of $200mm and at risk capital of $17mm.
(7)
Founder shares portion of management ownership (see footnote 2) not included in management ownership.
 
  •  
Our existing management team members and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Business Combination Agreement.
 
  •  
In order to protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below: (1) $10.00 per public share; or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.
 
  •  
Upon completion of the Business Combination, an aggregate amount of approximately $33,000,000 in deferred underwriting discount, advisory fees and placement agent fees, will be payable to Goldman Sachs & Co. LLC, an affiliate of us and the Sponsor. In addition, Goldman Sachs will receive a committed financing fee of $18,400,000 in connection with the Debt Financing.
 
  •  
Tom Knott, our Chief Executive Officer, Chief Financial Officer and Secretary, is a Managing Director of Goldman Sachs and Raanan A. Agus, one of our directors, is a Participating Managing Director of Goldman Sachs.
 
  •  
Goldman Sachs Private Credit Funds, affiliates of GSAH, are a current lender to Mirion, holding $137.6mm of the USD Term Loan and €122.8mm of the EUR Term Loan under the Mirion Credit Agreement. GSAH intends to use a portion of the proceeds from the Business Combination, including the PIPE Investment, to repay the outstanding Mirion Credit Agreement and, as a result, such affiliates would receive their pro rata portion of such proceeds.
 
  •  
GSAM Holdings has subscribed for $200 million of the PIPE Investment, for which it will receive up to 20 million shares of our Class A common stock, unless it chooses to syndicate such subscription prior to Closing. See “
Proposal No. 1—Approval of the Business Combination—Related Agreements —Subscription Agreements
.”
 
  •  
GSAM Holdings and GSAH have entered into the Backstop Agreement pursuant to which GSAM Holdings has committed to purchase from GSAH up to 12,500,000 shares of GSAH’s Class A common stock at a price per share equal to $10.00 immediately prior to (and contingent upon) the Closing,
 
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contingent upon the terms and subject to the conditions set forth in the Backstop Agreement. For additional information, see “
Proposal No. 1—Approval of the Business Combination—Related Agreements—Backstop Agreement
.”
 
  •  
GSAM Holdings and Sellers that elect to receive cash for their Existing Mirion Shares at Closing will enter into the Option Agreement, pursuant to which such Sellers will agree to, at the option of GSAM Holdings and subject to the conditions set forth in the Option Agreement, sell to GSAM Holdings up to 12,500,000 shares of the GSAH Class A common stock to be received by such Sellers pursuant to the Business Combination Agreement at the Closing at a price per share equal to $10.00 in cash, on the terms and subject to the conditions set forth in the Option Agreement, see “
Proposal No. 1—Approval of the Business Combination—Related Agreements—Option Agreement
.”
 
  •  
Pursuant to the Amended and Restated Registration Rights Agreement, the Sponsor, GS Employee Participation and GSAM Holdings will have customary registration rights, including demand and piggy-back rights, subject to cooperation and
cut-back
provisions with respect to the shares of Class A common stock and warrants held by such parties. See “
Proposal No. 1—Approval of the Business Combination—Related Agreements —Amended and Restated Registration Rights Agreement
.”
 
  •  
The GS Director Nomination Agreement will grant the Sponsor the ongoing right (but not the obligation) to appoint or nominate to the Board of Directors two (2) individuals, or the GS Sponsor Directors, to serve as director of New Mirion.
 
  •  
The Sponsor and GS Employee Participation have agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the Special Meeting. See “
Proposal No. 1—Approval of the Business Combination—Related Agreements —Amended and Restated Sponsor Agreement
.” As of the date of this proxy statement, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.
The existence of financial and personal interests of one or more of GSAH’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of GSAH and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Mirion Stockholder or our or their respective directors, officers, advisors or respective affiliates may (1) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (2) execute agreements to purchase such shares from such investors in the future, or (3) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of GSAH’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the Mirion stockholders or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (1) increase the likelihood of approving the Condition Precedent Proposals and (2) limit the number of public shares electing to redeem, including to satisfy any redemption threshold.
Entering into any such arrangements may have a depressive effect on our common stock (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be
 
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presented at the Special Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form
8-K
to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Special Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of GSAH’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of GSAH and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals.
Appraisal Rights
Neither our stockholders nor our warrant holders have appraisal rights in connection with the Business Combination under the DGCL.
Expected Accounting Treatment
The Business Combination is accounted for under the scope of Financial Accounting Standards Board’s Accounting Standards Codification (“
ASC
”) Topic 805, Business Combinations (“
ASC 805
”). Pursuant to ASC 805, GSAH has been determined to be the accounting acquirer. Mirion constitutes a business in accordance with ASC 805 and the business combination constitutes a change in control. Accordingly, the business combination will be accounted for using the acquisition method. Under this method of accounting, Mirion will be treated as the “acquired” company for financial reporting purposes and the net assets of the post-business combination company will be stated at fair value, with goodwill or other intangible assets recorded.
United States Federal Income Tax Considerations to Stockholders Exercising Redemption Rights
The following discussion is a summary of certain U.S. federal income tax considerations generally applicable to holders of GSAH Class A common stock (including holders of units that elect to separate such units in order to exercise redemption rights) that elect to have their Class A common stock redeemed for cash if the Business Combination is not completed. This discussion applies only to Class A common stock that is held as a “capital asset” within the meaning of Section 1221 of the Code and the Treasury regulations thereunder (“
Treasury Regulations
”) (generally, property held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to the holders or prospective holders of Class A common stock in light of their particular circumstances, including the alternative minimum tax, the Medicare contribution tax on net investment income and the different consequences that may apply to holders of Class A common stock that are subject to special treatment under the Code, such as:
 
•  
banks and financial institutions;
 
•  
insurance companies;
 
•  
brokers and dealers in securities, currencies or commodities;
 
•  
dealers or traders in securities subject to a
mark-to-market
method of tax accounting with respect to shares of GSAH Class A common stock;
 
•  
individual retirement and other deferred accounts;
 
•  
real estate investment trusts;
 
•  
regulated investment companies;
 
•  
controlled foreign corporations;
 
•  
passive foreign investment companies;
 
•  
governmental organizations and qualified foreign pension funds;
 
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•  
persons holding Class A common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security,” “constructive sale transaction,” “integrated transaction” or “similar transaction”;
 
•  
persons holding (directly, indirectly or constructively) 5% or more of our stock;
 
•  
U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
 
•  
persons that receive Class A common stock in connection with services provided;
 
•  
investors holding Class A common stock in connection with a trade or business conducted outside of the United States;
 
•  
partnerships,
“S-corporations,”
or other pass-through entities for U.S. federal income tax purposes (and investors in such entities);
 
•  
certain former citizens or long-term residents of the United States;
 
•  
former U.S. citizens or lawful permanent residents living abroad; and
 
•  
tax-exempt
organizations (including private foundations).
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of GSAH Class A common stock, the U.S. federal income tax treatment of the partners in the partnership will generally depend on the status of the partners and the activities of the partnership. Partnerships and partners in partnerships holding shares of GSAH Class A common stock should consult their tax advisors regarding the U.S. federal income tax consequences to them.
This discussion is based on the Code and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations as of the date hereof, changes to any of which subsequent to the date of this proxy statement/prospectus may affect the tax consequences described herein. This discussion does not address any aspect of state, local or
non-U.S.
taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes). No assurance can be given that the Internal Revenue Service (the “
IRS
”) would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary.
THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DISCUSSED HEREIN TO ANY PARTICULAR STOCKHOLDER WILL DEPEND ON THE STOCKHOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND
NON-U.S.
INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF A REDEMPTION OF YOUR CLASS A COMMON STOCK
Redemption of GSAH Class A Common Stock
In the event that a stockholder’s shares of GSAH Class A common stock are redeemed pursuant to the redemption provisions described in this proxy statement/prospectus under the section entitled “
Special Meeting of GSAH Stockholders—Redemption Rights
,” the treatment of the redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale (or other taxable exchange) of shares under Section 302 of the Code. If the redemption qualifies as a sale of shares, a U.S. Holder (as defined below) will be treated as described below under the section entitled “
—U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of GSAH
Class
 A Common Stock
,” and a
Non-U.S.
Holder (as defined below) will be treated as described under the section entitled “
—Non-U.S.
Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of GSAH
Class
 A Common Stock
.” If the redemption does not qualify as a sale of shares, a stockholder will be treated as receiving a corporate distribution with the tax consequences to a U.S. Holder described below under the section entitled “
—U.S. Holders—Taxation of Distributions
,” and the tax consequences to a
Non-U.S.
Holder described below under the section entitled “
Non-U.S.
Holders—Taxation of Distributions
.”
 
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Whether a redemption of shares of GSAH Class A common stock qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the redeemed stockholder before and after the redemption (including any stock constructively owned by the stockholder as a result of owning warrants and any of our stock that a stockholder would directly or indirectly acquire pursuant to the Business Combination or PIPE Investment) relative to all of our shares outstanding both before and after the redemption. The redemption of GSAH Class A common stock generally will be treated as a sale of stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the stockholder, (ii) results in a “complete termination” of the stockholder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the stockholder. These tests are explained more fully below.
In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a stockholder takes into account not only shares of our stock actually owned by the stockholder, but also shares of our stock that are constructively owned by it under certain attribution rules set forth in the Code. A stockholder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the stockholder has an interest or that have an interest in such stockholder, as well as any stock that the stockholder has a right to acquire by exercise of an option, which would generally include Class A common stock which could be acquired pursuant to the exercise of the warrants. Moreover, any of our stock that a stockholder directly or constructively acquires pursuant to the Business Combination or the PIPE Investment should be included in determining the U.S. federal income tax treatment of the redemption.
In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the stockholder immediately following the redemption of shares of GSAH Class A common stock must, among other requirements, be less than eighty percent (80%) of the percentage of our outstanding voting stock actually and constructively owned by the stockholder immediately before the redemption (taking into account both redemptions by other holders of GSAH Class A common stock and the Class A common stock to be issued pursuant to the Business Combination and the PIPE Investment) and such stockholder immediately following the redemptions must actually and constructively own less than 50 percent of our total combined voting power. Because holders of GSAH Class A common stock are not entitled to elect directors until after the completion of the Business Combination (and are not voting to elect directors at the Special Meeting pursuant to Proposal 4, as described elsewhere in this proxy statement/prospectus), the Class A common stock may not be treated as voting stock for this purpose and, consequently, this substantially disproportionate test may not be applicable to stockholders exercising redemption rights. There will be a complete termination of a stockholder’s interest if either (i) all of the shares of our stock actually and constructively owned by the stockholder are redeemed or (ii) all of the shares of our stock actually owned by the stockholder are redeemed and the stockholder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the stockholder does not constructively own any other stock (including any stock constructively owned by the stockholder as a result of owning warrants).
The redemption of GSAH Class A common stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the stockholder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a stockholder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests is satisfied, then the redemption of shares of GSAH Class A common stock will be treated as a corporate distribution to the redeemed stockholder, and the tax effects to a stockholder will be as described below under the section entitled “
—U.S. Holders—Taxation of Distributions
” if such stockholder is a U.S. Holder or as described below under the section entitled “
—Non-U.S.
Holders—Taxation of Distributions
” if such stockholder is a
Non-U.S.
Holder. After the application of those rules, any remaining tax basis of the stockholder in the redeemed Class A common stock will be added to the stockholder’s adjusted tax basis in its remaining stock, or, if it has none, to the holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.
 
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All holders of Class A common stock should consult with their own tax advisors as to the tax consequences of a redemption to them.
U.S. Holders
This section applies to you if you are a “U.S. Holder.” A U.S. Holder is a beneficial owner of shares of GSAH Class A common stock who or that is, for U.S. federal income tax purposes:
 
•  
an individual who is a citizen or resident of the United States;
 
•  
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia;
 
•  
an estate the income of which is subject to U.S. federal income tax purposes regardless of its source; or
 
•  
a trust, if (A) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (B) the trust validly elected to be treated as a United States person for U.S. federal income tax purposes.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of GSAH Class A Common Stock.
If our redemption of a U.S. Holder’s shares of GSAH Class A common stock is treated as a sale or other taxable disposition, as discussed above under the section entitled “
—Redemption of GSAH
Class
 A Common Stock
,” a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the shares of GSAH Class A common stock treated as sold. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the GSAH Class A common stock so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the GSAH Class A common stock described in this proxy statement/prospectus may suspend the running of the applicable holding period for this purpose. It is unclear, however, whether the redemption rights with respect to the GSAH Class A common stock described in this proxy statement/prospectus may suspend the running of the applicable holding period for this purpose. Under tax law currently in effect, long-term capital gains recognized by
non-corporate
U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to various limitations. U.S. Holders who hold different blocks of GSAH Class A common stock (shares of GSAH Class A common stock purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.
Taxation of Distributions.
If our redemption of a U.S. Holder’s shares of GSAH Class A common stock is treated as a distribution, as discussed above under the section entitled “
—Redemption of GSAH
Class
 A Common Stock
,” such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in GSAH Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A common stock and will be treated as described above under the section entitled “
—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of GSAH Class
 A Common Stock
.”
Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a
non-corporate
U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital
 
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gains. It is unclear whether the redemption rights with respect to the Class A common stock described in this proxy statement/prospectus may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be. U.S. Holders should consult their tax advisors to determine how the above rules apply to them.
Non-U.S.
Holders
This section applies to you if you are a
“Non-U.S.
Holder.” A
Non-U.S.
Holder is a beneficial owner of GSAH Class A common stock who or that is, for U.S. federal income tax purposes:
 
•  
a
non-resident
alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates;
 
•  
a foreign corporation; or
 
•  
an estate or trust that is not a U.S. Holder;
but does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition of Company Class A common stock. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of a redemption.
Gain on Sale, Taxable Exchange or Other Taxable Disposition of GSAH Class A Common Stock.
If our redemption of a
Non-U.S.
Holder’s shares of
GSAH
Class A common stock is treated as a sale or other taxable disposition as discussed above under the section entitled “
Redemption of GSAH
Class
 A Common Stock
,” subject to the discussions of FATCA (defined below) and backup withholding below, a
Non-U.S.
Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of GSAH Class A common stock, unless:
 
•  
the gain is effectively connected with the conduct of a trade or business by the
Non-U.S.
Holder within the United States (and, under certain applicable income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the
Non-U.S.
Holder); or
 
•  
we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the
Non-U.S.
Holder held GSAH Class A common stock, and, in the case where shares of GSAH Class A common stock are regularly traded on an established securities market, the
Non-U.S.
Holder has owned, directly or constructively, more than 5% of GSAH Class A common stock at any time within the shorter of the five-year period preceding the disposition or such
Non-U.S.
Holder’s holding period for the shares of GSAH Class A common stock.
Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the
Non-U.S.
Holder were a U.S. resident. In the event the
Non-U.S.
Holder is a corporation for U.S. federal income tax purposes, such gain may also be subject to an additional “branch profits tax” at a thirty percent (30%) rate (or such lower rate specified by an applicable tax treaty).
If the second bullet point above applies to a
Non-U.S.
Holder, gain recognized by such
Non-U.S.
Holder on the redemption treated as a sale of GSAH Class A common stock will be subject to tax at generally applicable U.S. federal income tax rates. In addition, unless GSAH Class A common stock is treated as regularly traded on an established securities market, a buyer of GSAH Class A common stock (we would be treated as a buyer with respect to a redemption of GSAH Class A common stock) may be required to withhold U.S. federal income tax at a rate of fifteen percent (15%) of the amount realized upon such redemption. There can be no assurance that
 
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GSAH Class A common stock will be treated as regularly traded on an established securities market. We believe that we are not and have not been at any time since our formation a United States real property holding company and we do not expect to be a United States real property holding corporation immediately after the Business Combination is completed.
Taxation of Distributions.
If our redemption of a
Non-U.S.
Holder’s shares of GSAH Class A common stock is treated as a distribution, as discussed above under the section entitled “
Redemption of GSAH
Class
 A Common Stock
,” to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), such distribution will constitute a dividend for U.S. federal income tax purposes and, provided such dividend is not effectively connected with the
Non-U.S.
Holder’s conduct of a trade or business within the United States, and subject to the discussion below, we or an applicable withholding agent may be required to withhold tax from the gross amount of the dividend at a rate of thirty percent (30%), unless such
Non-U.S.
Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and timely provides proper certification of its eligibility for such reduced rate (usually on an IRS Form
W-8BEN
or
W-8BEN-E,
as applicable). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the
Non-U.S.
Holder’s adjusted tax basis in its shares of GSAH Class A common stock redeemed and, to the extent such distribution exceeds the
Non-U.S.
Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Class A common stock, which will be treated as described above under the section entitled “
Gain on Sale, Taxable Exchange or Other Taxable Disposition of GSAH
Class
 A Common Stock.
”
Because it may not be certain at the time a
Non-U.S.
Holder is redeemed whether such
Non-U.S.
Holder’s redemption will be treated as a sale of shares or a distribution constituting a dividend, and because such determination will depend in part on a
Non-U.S.
Holder’s particular circumstances, we or the applicable withholding agent may not be able to determine whether (or to what extent) a
Non-U.S.
Holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, we or the applicable withholding agent may withhold tax at a rate of thirty percent (30%) (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any consideration paid to a
Non-U.S.
Holder in redemption of such
Non-U.S.
Holder’s Class A common stock, unless (i) we or the applicable withholding agent have established special procedures allowing
Non-U.S.
Holders to certify that they are exempt from such withholding tax and (ii) such
Non-U.S.
Holder is able to certify that it meets the requirements of such exemption (e.g., because such
Non-U.S.
Holder is not treated as receiving a dividend under the Section 302 tests described above under the section entitled “
—Redemption of GSAH Class
 A Common
Stock
”). However, there can be no assurance that we or any applicable withholding agent will establish such special certification procedures. If we or an applicable withholding agent withhold excess amounts from the amount payable to a
Non-U.S.
Holder, such
Non-U.S.
Holder generally may obtain a refund of any such excess amounts by timely filing an appropriate claim for refund with the IRS.
Non-U.S.
Holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and any applicable procedures or certification requirements.
Additionally, the withholding tax described above does not apply to dividends paid to a
Non-U.S.
Holder who provides an IRS Form
W-8ECI,
certifying that the dividends are effectively connected with the
Non-U.S.
Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the
Non-U.S.
Holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A
Non-U.S.
Holder that is a corporation for U.S. federal income tax purposes and is receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of thirty percent (30%) (or a lower applicable treaty rate).
FACTA Withholding Taxes
Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “
Foreign Account Tax Compliance Act
” or “
FATCA
”) generally impose
 
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withholding at a rate of thirty (30%) in certain circumstances on dividends (including amounts treated as dividends received pursuant to a redemption of GSAH Class A common stock) in respect of GSAH Class A common stock and, subject to the discussion of certain proposed Treasury Regulations below, on the gross proceeds from a sale of disposition of our Class A common stock, in each case if paid to “
foreign financial institutions
” (which is broadly defined for this purpose and in general includes including investment funds), unless any such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain
non-U.S.
entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which GSAH Class A common stock is held will affect the determination of whether such withholding is required. Similarly, dividends (including amounts treated as dividends received pursuant to a redemption of GSAH Class A common stock) in respect of, or the gross proceeds from a sale or other disposition of, GSAH Class A common stock held by an investor that is a
non-financial
non-U.S.
entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of thirty (30%), unless such entity either (1) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States owners” or (2) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury.
The IRS released proposed Treasury Regulations that, if finalized in their present form, would eliminate the U.S. federal withholding tax of thirty (30%) applicable to the gross proceeds of a sale or other disposition of Class A common stock. In its preamble to such proposed Treasury Regulations, the IRS stated that taxpayers may generally rely on the proposed Treasury Regulations until final Treasury Regulations are issued.
All stockholders should consult their own tax advisors regarding the possible implications of FATCA on an exercise of redemption rights.
Information Reporting and Backup Withholding
In general, information reporting requirements may apply to dividends received by U.S. Holders of Class A common stock, and the proceeds received on the sale, exchange or other disposition of Class A common stock effected within the United States (and, in certain cases, outside the United States), in each case other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number (generally on an IRS Form
W-9
provided to the paying agent of the U.S. Holder’s broker) or is otherwise subject to backup withholding. Any redemptions treated as dividend payments with respect to Class A common stock and proceeds from the sale, exchange, or other disposition of Class A common stock may be subject to information reporting to the IRS and possible U.S. backup withholding. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Information returns may be filed with the IRS in connection with, and
Non-U.S.
Holders may be subject to backup withholding on, amounts received in respect of their Class A common stock, unless the
Non-U.S.
Holder furnishes to the applicable withholding agent the required certification as to its
non-U.S.
status, such as by providing a valid IRS Form
W-8BEN,
IRS Form
W-8BEN-
E or IRS Form
W-8ECI,
as applicable, or the
Non-U.S.
Holder otherwise establishes an exemption. Dividends paid with respect to Class A common stock and proceeds from the sale, exchange or other disposition of Class A common stock received in the United States by a
Non-U.S.
Holder through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless such
Non-U.S.
Holder provides proof of an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the U.S. information reporting and backup withholding rules.
 
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Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information. The amount of any backup withholding from a payment to a
Non-U.S.
Holder will be allowed as a credit against such
Non-U.S.
Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.
THE CONCLUSIONS EXPRESSED ABOVE ARE BASED ON CURRENT LAW. FUTURE LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL CHANGES OR INTERPRETATIONS, WHICH CAN APPLY RETROACTIVELY, COULD AFFECT THE ACCURACY OF THOSE CONCLUSIONS. THIS DISCUSSION IS INTENDED TO PROVIDE ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REDEMPTION OF HOLDERS OF CLASS A COMMON STOCK. IT DOES NOT ADDRESS TAX CONSEQUENCES THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES.
Regulatory Matters
Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a
30-day
waiting period and any extensions thereto following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. GSAH and Mirion each filed a Notification and Report Form under the HSR Act on July 9, 2021, and the HSR waiting period expired on August 9, 2021.
At any time before or after consummation of the Business Combination, notwithstanding the expiration of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Even following the termination or expiration of the waiting period under the HSR Act, we cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.
Additionally, under applicable foreign direct investment (“
FDI
”) laws in certain foreign jurisdictions, certain transactions may not be consummated until approval is granted or applicable waiting periods expire or terminate. The Business Combination is subject to these requirements in Finland, France, Germany and possibly the United Kingdom, and may not be completed until such approvals are obtained or the applicable waiting periods have expired.
Finnish FDI
Under the Finnish FDI regime (the Finnish Act on the Monitoring of Foreign Corporate Acquisitions (172/2012, as amended, the “
Monitoring Act
”)), all corporate acquisitions by foreign acquirers concerning the defense and
dual-use
sectors require advance approval by Finnish authorities. Advance approval must also be received for corporate acquisitions concerning companies operating in the security sector that provide products or services to authorities that are deemed vital for the security of the society. The Business Combination is subject to such monitoring process and may not be completed until the Finnish Ministry of Economic Affairs and Employment (the “
Ministry
”) has approved the transaction. GSAH submitted a request for approval to the Ministry on July 2, 2021.
If the Ministry finds that the Business Combination may endanger key national interests, it transfers the matter to the government’s plenary session for resolution. The government’s plenary session then makes the decision
 
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about whether to restrict or approve the Business Combination, depending on whether it believes the Business Combination poses a threat to the national interest. The Ministry may also impose conditions on the completion of the transaction that are necessary to secure very important national interest. However, if the Ministry considers that the Business Combination does not endanger a key national interest, it must approve the transaction. It is presently contemplated that the Ministry will approve the Business Combination. There can be no assurance, however, that such approval will be obtained or that no additional conditions will be imposed on the completion of the Business Combination.
French FDI
Under French FDI rules (Articles L.
151-3
and R.
151-1
et seq. of the French Monetary and Financial Code) investments made by
non-French
investors in French companies active in certain sensitive sectors listed in Article R.
151-3
of the Code are subject to the prior authorization of the French Minister for Economy. The authorization procedure has a suspensory effect on the consummation of the transaction.
Since 1 April 2020, a
two-stage
process applies to foreign investment applications filed with the French Treasury, which is responsible for handling the review of foreign investments:
 
•  
first, within 30 business days following receipt of an application for authorization, the French Treasury either (i) issues a decision stating that (a) the transaction does not fall within the scope of the foreign investment control regime and is therefore not subject to an authorization, (b) the transaction falls within the scope of the regime and is authorized without any conditions or (c) the transaction falls within the scope of the regime but further examination is necessary to determine whether the preservation of national interests can be ensured by attaching conditions to the authorization or (ii) fails to issue such a decision, in which case the authorization is deemed to be refused;
 
•  
second, within 45 business days following receipt by the investor of the decision mentioned in (c) above, the French Treasury either (i) issues a decision refusing or granting the necessary authorization, with or without conditions, or (ii) fails to issue such a decision, in which case the authorization is deemed to be refused.
If the French Treasury considers that the approval can be granted but requires undertakings from the foreign investor prior to approving the transaction, a commitment letter has to be negotiated between the investor and the ministries concerned.
Mirion’s French subsidiaries are active in certain business segments that qualify as sensitive within the meaning of Article R.
151-3
of the French Monetary and Financial Code such as the defense sector and the energy (nuclear) sector. Therefore, the indirect acquisition by GSAH of Mirion Technologies (France) SAS, Mirion Technologies (Canberra) SAS, Mirion Technologies (MGPI) SAS, Mirion Technologies (Premium Analyse) SAS and Mirion Technologies (IST France) will require a prior foreign investment clearance and the entering into a commitment letter setting out the commitments of GSAH in respect of the sensitive activities of these companies.
GSAH submitted a request for approval to the French Treasury on June 28, 2021. The French Treasury confirmed on August 6, 2021 that the transaction falls within the scope of the FDI regime and that further examination was necessary to determine whether conditions attached to the foreign investment authorization will allow safeguarding national interests.
It is presently contemplated that the French Minister for Economy will approve the Business Combination. There can be no assurance, however, that such approval will be obtained or that no additional conditions (other than the conditions set out in the above-mentioned commitment letter) will be imposed on the completion of the Business Combination.
German FDI
Under the German FDI regime, any acquisition of significant participations of 10% or more of the voting rights in domestic target companies may be reviewed and ultimately be prohibited by the Germany authorities. This
 
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applies where a domestic target company develops or manufactures goods or provides services of certain highly sensitive industries specified in more detail in the German Foreign Trade and Payments Ordinance, including a target company that, inter alia, develops, manufactures, modifies or has effective control over military goods or facilities. Within the framework of the sector-specific FDI regime, the competent German authority reviews whether the acquisition of a domestic company by a foreigner is likely to impair essential security interests of Germany or of, or within, the EU.
Irrespective of the relevant industry, the competent German authority may also examine, under the cross-sector FDI, whether the direct or indirect acquisition of voting rights or shareholdings by a
non-European
Union investor in a German company above a certain threshold results in a probable impediment of the public order or security of Germany. There are different thresholds within the cross-sector FDI regime: In principle, any acquisition of at least 25% of the voting rights of a company resident in Germany by acquirers located outside the territory of the EU region, is subject to the cross-sectoral FDI regime. Foreign investments in German target companies active in certain civilian security relevant industries listed as Catalogue Activities, such as critical infrastructures, can be reviewed by the German authority if 10% or more or in some cases 20% or more of the voting rights are acquired.
Based on the latest amendments to the law, also the granting of supervisory or management board seats in the domestic target companies, of veto rights on strategic business or personnel decisions of the domestic target companies or of the right to obtain particularly sensitive technically critical information from the domestic target companies may trigger the sector-specific or cross-sectoral FDI regime if such granting of rights would give the acquirer a control right equivalent to that of a holder 10% of the voting rights under the sector-specific FDI regime or 10%, 20% or 25% of the voting rights under cross-sectoral FDI regime (atypical acquisition of control).
Mirion German subsidiary Mirion Technologies (Canberra) GmbH’s product portfolio used to include two products related to the defense industry. However, the sector-specific FDI regime also applies to companies which have developed, produced, modified or had effective control over such goods in the past and which still have knowledge of or other access to the technology underlying such goods.
Furthermore, Mirion German subsidiary Mirion Technologies (MGPI H&B) GmbH and Mirion Technologies (Canberra) GmbH are active in certain business segments related to the defense industry. The acquisition by GSAH of Mirion under the Business Combination therefore requires clearance under the German FDI regime by way of a sector-specific review and cross-sectoral review, and accordingly a filing has been made for such clearance. Further, the acquisition by GSAH of Mirion German subsidiaries Mirion Technologies (AWST) GmbH and Sun Nuclear GmbH could be subject to a review by the competent German authority under the less strict cross-sectoral FDI regime.
On July 1, 2021, a filing under the German FDI regime was submitted to the Federal Ministry for Economic Affairs and Energy (
Bundesministerium für Wirtschaft und Energie
; “BMWi”) by GSAH requesting approval of the Business Combination. On August 6, 2021, the BMWi ordered the opening of the sector-specific review procedure and submitted a number of questions to GSAH. On August 20, 2021, GSAH submitted to the BMWi responses to the questions raised and may provide further information in due course. In light of the clearance practice of the BMWi, it is currently expected that the Business Combination will obtain clearance. There can be no assurance, however, that such approval will be obtained or that no additional conditions will be imposed on the completion of the Business Combination.
Litigation Relating to the Business Combination
On August 3, 2021, a purported stockholder of the Company sent a letter to the Board claiming that the Board is improperly denying holders of GSAH Class A common stock the right under Delaware law to a separate class vote with respect to the Company’s proposal to increase the number of authorized shares of GSAH Class A common stock in connection with the Business Combination. While the Company believes that no such separate class vote is required and that the claims and allegations in the August 3, 2021 letter are without merit, on September 3, 2021, the Company, Mirion and the Charterhouse Parties, on behalf of the Sellers, entered into
 
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Amendment No. 1 to the Business Combination Agreement, which provides, among other things, that the holders of GSAH Class A common stock shall separately vote on the proposal to increase the number of authorized shares of the Company’s Class A common stock. Approval of the Class A Common Stock Proposal is not a condition to the consummation of the Business Combination.
On August 6, 2021, Tim Holtom, a purported GSAHstockholder, filed the Holtom complaint (Case No. 654831/2021) in the Supreme Court of the State of New York, County of New York, against GSAH, and members of the GSAH Board. The Holtom Complaint asserts a claim for breach of fiduciary duty against the Individual Defendants, and a claim for aiding and abetting the Individual Defendants’ breaches of their fiduciary duties against GSAH. The Holtom Complaint alleges, among other things, that the defendants committed such breaches by causing (or knowingly assisting) the dissemination of a materially incomplete and misleading Registration Statement concerning the Business Combination.
The Holtom Complaint seeks, among other things, (i) to enjoin the closing of the Proposed Transaction (or, in the event the Proposed Transaction closes, rescission or damages), (ii) an order compelling the dissemination of a Registration Statement free of untrue statements of material fact and which states all material facts necessary to make the statements therein not misleading, (iii) a declaration that defendants violated their fiduciary duties, and (iv) attorneys’ fees and costs.
Vote Required for Approval
The approval of this Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to this Business Combination Proposal will have no effect on this Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on this Business Combination Proposal.
The Business Combination is conditioned on the approval of this Business Combination Proposal as well as the other Condition Precedent Proposals. If the other Condition Precedent Proposals are not approved, this Business Combination Proposal will have no effect, even if approved by our stockholders.
The Sponsor and GS Employee Participation have each agreed to, among other things, vote in favor of this Business Combination Proposal and the transactions contemplated under the Business Combination Agreement.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.
 
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PROPOSAL NO. 2—THE NYSE PROPOSAL
Overview
Assuming the Business Combination Proposal is approved, we are asking our stockholders to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of more than 20% of the Company’s outstanding common stock in connection with the Business Combination, including:
 
  •  
90,000,000 shares of our Class A common stock as part of the PIPE Investment
 
  •  
38,999,986 shares of our common stock to the Sellers (which may be in the form of our Class A common stock or Class B common stock)
In addition, in the event we waive the Minimum Cash Condition, we could issue up to an additional 131,000,000 shares in lieu of the $1,310,000,000 cash consideration (assuming a $10.00 per share value). We are also asking our stockholders to approve the issuance of the shares of Class A common stock issuable upon the exchange of shares of the Class B common stock.
In addition, we will issue 20,000,000 of the shares of our Class A common stock as part of the PIPE Investment to GSAM Holdings, which may be deemed to be an affiliate of the Company. In connection with the Backstop Agreement and the Option Agreement we may also issue up to an additional 12,500,000 of shares of our Class A common stock to GSAM Holdings.
Each of the holders of GSAH Class B common stock has agreed to waive the anti-dilution adjustments provided for in the GSAH Certificate of Incorporation applicable to GSAH Class B common stock in connection with the Business Combination, including the PIPE Investment. As a result of such waiver, the 18,750,000 shares of GSAH Class B common stock will automatically convert into shares of GSAH Class A common stock on a one-for-one basis upon the consummation of the Business Combination.
Additionally, as contemplated by the Incentive Plan Proposal, we intend to reserve 10% of the shares of our common stock to be outstanding immediately following the closing of the Business Combination for grants of awards under the Incentive Plan, which amount automatically increases annually as described in the Incentive Plan Proposal. For more information on the Incentive Plan and the Incentive Plan Proposal, See “
Proposal No. 6—The Incentive Plan Proposal.
”
Why the Company Needs Stockholder Approval
Pursuant to Section 312.03(c) of the NYSE’s Listed Company Manual, stockholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: (1) the common stock has, or will have upon issuance, voting power equal to or in excess of 20 percent of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock or (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20 percent of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. For further details, see “
Proposal No. 6—The Incentive Plan Proposal
.”
Accordingly, the aggregate number of shares of GSAH Class A common stock that we will issue in connection with the Business Combination will exceed 20% of both the voting power and the shares of common stock outstanding before such issuance, and for this reason, we are seeking the approval of our stockholders for the issuance of shares of GSAH Class A common stock pursuant to the Business Combination Agreement and the PIPE Investment.
 
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Additionally, pursuant to Section 312.03(b) of the NYSE’s Listed Company Manual, stockholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions, to (1) a director, officer or substantial security holder of the company (each a “
Related Party
”), (2) a subsidiary, affiliate or other closely related person of a Related Party or (3) any company or entity in which a Related Party has a substantial direct or indirect interest, in each case, if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either one percent of the number of shares of common stock or one percent of the voting power outstanding before the issuance.
As part of the PIPE Investment, we expect to issue an estimated 20 million shares of GSAH Class A common stock to GSAM Holdings in accordance with the terms and subject to the conditions of the Subscription Agreements. For further details, see “
Proposal No. 1—Approval of the Business Combination—Related Agreements—Subscription Agreements.
”
Additionally, members of Mirion management will receive shares of GSAH Class B common stock as Transaction Consideration.
Accordingly, the aggregate number of shares of GSAH Class A common stock and GSAH Class B common stock that we will issue to a Related Party in the Business Combination may exceed 1% of the shares of our common stock outstanding before such issuance, and for this reason, we are seeking the approval of our stockholders for the issuance of (x) shares of GSAH Class A common stock pursuant to the PIPE Investment and (y) shares of GSAH Class B common stock to members of Mirion management as Transaction Consideration.
In the event that this proposal is not approved by GSAH stockholders, the Business Combination cannot be consummated. In the event that this proposal is approved by GSAH stockholders, but the Business Combination Agreement is terminated (without the Business Combination being consummated) prior to the issuance of shares of GSAH Class A common stock pursuant to the Business Combination Agreement or the PIPE Investment, such shares of GSAH Class A common stock will not be issued.
Vote Required for Approval
The approval of this NYSE Proposal requires the affirmative vote of holders of a majority of the votes cast by the holders of our outstanding shares of common stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting and a broker
non-vote
with regard to the NYSE Proposal will have no effect on the NYSE Proposal. The NYSE considers abstentions to be votes cast and included in the number of shares of which a majority is required to vote in favor. Accordingly, abstentions will have the same effect as a vote “AGAINST” the NYSE Proposal.
The Business Combination is conditioned on the approval of this NYSE Proposal as well as the other Condition Precedent Proposals. This NYSE Proposal is conditioned upon the approval of the other Condition Precedent Proposals. If the other Condition Precedent Proposals are not approved, this NYSE Proposal will have no effect, even if approved by our stockholders.
The Sponsor and GS Employee Participation have each agreed to, among other things, vote in favor of this NYSE Proposal. As of the date of this proxy statement/prospectus, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE NYSE PROPOSAL.
 
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PROPOSAL NO. 3—THE CHARTER PROPOSAL
Assuming the Business Combination Proposal and the NYSE Proposal are approved, we are asking our stockholders to adopt the New Mirion Charter in the form attached hereto as Annex B, which, in the judgment of our Board, is necessary to adequately address the needs of the Company following the consummation of the Transactions.
The New Mirion Charter differs materially from the GSAH Certificate of Incorporation. The following is a summary of the principal changes proposed between the GSAH Certificate of Incorporation and the New Mirion Charter. This summary is qualified by reference to the complete text of the New Mirion Charter, a copy of which is attached to this proxy statement/prospectus as Annex B. All stockholders are encouraged to read the New Mirion Charter in its entirety for a more complete description of its terms.
 
•  
change the purpose of the Company to “engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware”;
 
•  
increase the total number of authorized shares of our capital stock from 555,000,000 shares to 2,200,000,000 shares, which would consist of increasing the number of authorized shares of: (i) the GSAH Class A common stock from 500,000,000 to 2,000,000,000, (ii) the GSAH Class B common stock from 50,000,000 to 100,000,000, and (iii) the GSAH preferred stock from 5,000,000 to 100,000,000; provided, that if the Class A Common Stock Proposal is not also approved, the total number of authorized shares of our capital stock will increase from 555,000,000 to 700,000,000, which would consist of increasing the authorized number of shares of: (i) the GSAH Class B common stock from 50,000,000 to 100,000,000 and (ii) the GSAH preferred stock from 5,000,000 to 100,000,000;
 
•  
delete the prior Article IX to eliminate provisions specific to our status as a blank check company and to make conforming changes;
 
•  
remove the conversion rights relating to the GSAH Class B common stock; and
 
•  
provide that the affirmative vote of holders of not less than 66 2/3% of the total voting power of all outstanding securities of the Company generally entitled to vote in the election of directors, voting together as a single class will be required to amend, alter, change or repeal specified provisions of the New Mirion Charter, including those relating to the terms of the New Mirion common stock, actions by written consent of stockholders, calling of special meetings of stockholders, election and removal of directors, certain indemnification and corporate opportunity matters, and the required vote to amend the New Mirion Charter and New Mirion Bylaws.
Reasons for the Amendments
Each of the amendments was negotiated as part of the Transactions. The Board’s reasons for proposing each of these amendments to the certificate of incorporation are set forth below:
 
•  
Amending prior Article II to provide that the purpose of the Company is to “engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.” The Board believes this change is appropriate to remove language applicable to a blank check company.
 
•  
Amending prior Section 4(a)1 to increase our total number of authorized shares of capital stock. The amendment provides for the issuance of shares of the GSAH Class A common stock necessary to consummate the Transactions including, without limitation, the PIPE Investment and also provides flexibility for future issuances of common stock if determined by the Board to be in the best interests of the Company without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.
 
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•  
Deleting the prior Article IX to eliminate provisions specific to our status as a blank check company and to make conforming changes. These revisions are desirable because they will serve no purpose following the Transactions.
 
•  
Revising the supermajority voting provisions to provide that the affirmative vote of holders of not less than 66 2/3% of the total voting power of all outstanding securities of the Company generally entitled to vote in the election of directors, voting together as a single class will be required to amend, alter, change or repeal specified provisions of the New Mirion Charter, including those relating to the terms of the New Mirion common stock, actions by written consent of stockholders, calling of special meetings of stockholders, election and removal of directors, certain indemnification and corporate opportunity matters, and the required vote to amend the New Mirion Charter and New Mirion Bylaws. The Board believes this amendment protects key provisions of the proposed New Mirion Charter and New Mirion Bylaws from arbitrary amendment and prevents a simple majority of stockholders from taking actions that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders.
Vote Required for Approval
The approval of the Charter Proposal requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
with regard to the Charter Proposal will have the same effect as a vote “
AGAINST
” the Charter Proposal.
The Charter Proposal is conditioned upon the approval of the other Condition Precedent Proposals. If the other Condition Precedent Proposals are not approved, the Charter Proposal will have no effect, even if approved by our stockholders, and the GSAH Certificate of Incorporation will remain in effect.
The Business Combination is conditioned on the approval of the Charter Proposal as well as the other Condition Precedent Proposals. The Sponsor and GS Employee Participation have each agreed to, among other things, vote in favor of the Charter Proposal. As of the date of this proxy statement/prospectus, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE CHARTER PROPOSAL.
 
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PROPOSAL NO. 4—THE GOVERNANCE PROPOSAL
Overview
Our stockholders are also being asked to vote on the governance provisions referred to below, which are included in the New Mirion Charter. In accordance with SEC guidance, this proposal is being presented separately and will be voted upon on a
non-binding
advisory basis.
In the judgment of our Board, these provisions are necessary to adequately address the needs of the Company and its stockholders following the consummation of the Transactions. Accordingly, regardless of the outcome of the
non-binding
advisory vote on these proposals, the Company intends that the New Mirion Charter in the form set forth on Annex B will take effect at consummation of the business combination, assuming adoption of the Charter Proposal.
Proposal No. 4A – Change in Authorized Shares
Description of Amendment
The amendment would increase the total number of authorized shares of our capital stock from 555,000,000 shares to 2,200,000,000 shares, which would consist of increasing the number of authorized shares of: (i) the GSAH Class A common stock from 500,000,000 to 2,000,000,000, (ii) the GSAH Class B common stock from 50,000,000 to 100,000,000, and (iii) the Company’s preferred stock from 5,000,000 to 100,000,000.
Reasons for the Amendment
The amendment provides for the increase necessary to consummate the Transactions including, without limitation, the PIPE Investment and also provides flexibility for future issuances of common stock if determined by the Board to be in the best interests of the Company without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.
Proposal No. 4B – Super Majority Voting Provisions
The amendment would provide that the affirmative vote of holders of not less than 66 2/3% of the total voting power of all outstanding securities of the Company generally entitled to vote in the election of directors, voting together as a single class will be required to amend, alter, change or repeal specified provisions of the New Mirion Charter, including those relating to the terms of the New Mirion common stock, actions by written consent of stockholders, calling of special meetings of stockholders, election and removal of directors, certain indemnification and corporate opportunity matters, and the required vote to amend the New Mirion Charter and New Mirion Bylaws.
Reasons for the Amendment
The amendment protects key provisions of the proposed New Mirion Charter and New Mirion Bylaws from arbitrary amendment and prevents a simple majority of stockholders from taking actions that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders.
Proposal No. 4C – Corporate Opportunity
The amendment provides that certain potential transactions are not “corporate opportunities” and that any member of the Board, who is not an employee of the Company or its subsidiaries, or any employee or agent of such member, other than someone who is an employee of the Company or its subsidiaries (collectively, the “
Covered Persons
”), are not subject to the doctrine of corporate opportunity, except with respect to business opportunity matters, potential transactions or interests that a Covered Person obtains expressly and solely in connection with the individuals services as a member of the Board.
 
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Reasons for the Amendment
The amendment is intended to provide that certain transactions are not “corporate opportunities” and that each Covered Person is not subject to the doctrine of corporate opportunity and does not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company or any of its subsidiaries. The prior Article X provided that the doctrine of corporate opportunity, or any other analogous doctrine, does not apply with respect to the Company or any of its officers or directors in circumstances where the application of any such doctrine to a corporate opportunity would conflict with any fiduciary duties or contractual obligations. The Board believes the amendment is appropriate because members of the Board and their affiliates should not be restricted from investing in or operating similar businesses unless such opportunities are presented to such individuals in connection with his or her service on the Board.
Vote Required for Approval
The approval of the Governance Proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding shares of the Company’s common stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the Special Meeting. Accordingly, if a valid quorum is established, a Churchill stockholder’s failure to vote by proxy or to vote at the special meeting, abstentions and broker
non-votes
with regard to the Governance Proposal will have no effect on such proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of the Governance Proposal.
As discussed above, a vote to approve the Governance Proposal is an advisory vote, and therefore, is not binding on the Company, Mirion or their respective boards of directors. Accordingly, regardless of the outcome of the
non-binding
advisory vote, the Company and Mirion intend that the Mirion New Charter, in the form set forth on Annex B and containing the provisions noted above, will take effect at consummation of the business combination, assuming adoption of the Charter Proposal.
The Business Combination is conditioned on the approval of the Condition Precedent Proposals. The Sponsor and GS Employee Participation have each agreed to, among other things, vote in favor of the Charter Proposal. As of the date of this proxy statement/prospectus, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE CHARTER PROPOSAL.
 
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PROPOSAL NO. 5—THE DIRECTOR ELECTION PROPOSAL
Overview
Assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved, we are asking holders of our common stock to elect nine directors, effective upon the closing of the Business Combination, with each director on our Board having a term that expires at the post-business combination company’s annual meeting of stockholders in 2022, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.
Following consummation of the Business Combination, our Board will consist of nine directors. Accordingly, our Board has nominated each of Thomas D. Logan, Lawrence D. Kingsley, Jyothsna (Jo) Natauri, Christopher Warren, Steven Etzel, [●], [●], [●] and [●] to serve as our directors upon the consummation of the Business Combination, with Mr. Kingsley to serve as the Chairman of the Board of Directors. For more information on the experience of each of these director nominees, see the section titled “
Management of New Mirion Following the Business Combination
” of this proxy statement/prospectus.
Vote Required for Approval
Directors are elected by a plurality of all of the votes cast by holders of shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. This means that the nine director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions and broker
non-votes
will have no effect on the election of directors.
The Business Combination is conditioned on the approval of this Director Election Proposal as well as the other Condition Precedent Proposals. This Director Election Proposal is conditioned upon the approval of the other Condition Precedent Proposals. If the other Condition Precedent Proposals are not approved, this Director Election Proposal will have no effect, even if approved by our stockholders.
The Sponsor and GS Employee Participation have each agreed to, among other things, vote in favor of this Director Election Proposal.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NINE DIRECTOR NOMINEES TO THE BOARD OF DIRECTORS IN THE DIRECTOR ELECTION PROPOSAL
 
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PROPOSAL NO. 6—THE INCENTIVE PLAN PROPOSAL
Overview
Assuming that the Business Combination is approved, our stockholders are also being asked to approve and adopt the Mirion Technologies, Inc. 2021 Omnibus Incentive Plan (the “
Incentive Plan
”). Our board of directors has approved the Incentive Plan, subject to receiving stockholder approval. A summary of the principal features of the Incentive Plan is provided below. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Incentive Plan. A copy of the Incentive Plan is attached to this proxy statement/prospectus as Annex I. If the Business Combination closes and the Incentive Plan is approved by our stockholders, the Incentive Plan will be administered by the Compensation Committee of our board of directors, which will have the authority to make awards under the Incentive Plan.
If the Business Combination closes and the Incentive Plan is not approved by stockholders, we will be unable to make equity grants to our employees, consultants and directors, and therefore we will be at a significant competitive disadvantage in attracting, retaining and motivating talented individuals who contribute to our success.
Considerations for the Approval of the Plan
The Incentive Plan incorporates corporate governance best practices to align our equity compensation program with the interests of our stockholders. Certain of the corporate governance best practices included in our Plan are as follows:
 
•  
Restricted dividends on awards
.    The Incentive Plan prohibits the payment of dividends in respect of an award (other than awards of restricted stock) prior to the time such award (or the applicable portion thereof) vests (and, in the case of performance awards, the applicable performance condition is achieved).
 
•  
No repricing.
    
Repricing of stock options and stock appreciation rights (“
SARs
”) is not permitted without stockholder approval, except for adjustments with respect to certain specified extraordinary corporate transactions.
 
•  
No “liberal” change in control definition
.    The change in control definition under the Incentive Plan is only triggered in those instances where an actual change in control occurs, such as a 50% or greater change in beneficial ownership (see “
—Change in Control
,” below).
 
•  
Clawback of awards
.    The Incentive Plan provides that awards granted thereunder are subject to any clawback or recoupment policies that we have in effect from time to time.
Summary of the Incentive Plan
Purpose
The purpose of the Incentive Plan is to enable us to offer our employees, directors and other individual service providers long-term equity-based incentives in us, thereby attracting, retaining and rewarding such individuals, and strengthening the mutuality of interests between such individuals and our stockholders.
Eligibility
Our employees,
non-employee
directors, individual consultants, and advisors are eligible to receive awards under the Incentive Plan based on the Compensation Committee’s determination, in its sole discretion, that an award to such individual will further the Incentive Plan’s stated purpose (as described above). Awards of incentive stock options will be limited to our employees or certain of our affiliates. As of June 30, 2021, there are approximately 2,554 employees and 139 individual consultants, directors, advisers and other service providers eligible to receive awards under the Incentive Plan.
 
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Authorized Shares
Subject to adjustment (as described below), the number of shares of our common stock that may initially be subject to awards granted under the Incentive Plan will be 10% of the shares of our common stock outstanding immediately following the closing of the Business Combination, and up to 20,000,000 of such shares may be issued in the form of incentive stock options under the Incentive Plan. The total number of shares of our common stock available for issuance under the Incentive Plan will, following the effective date of the Incentive Plan, automatically increase on the first day of each New Mirion fiscal year for the duration of the term of the Incentive Plan in an amount equal to the lesser of (i) 3% of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year, (ii) 5% of the shares of our common stock outstanding immediately following the closing of the Business Combination and (iii) such number of shares of our common stock as determined by the Compensation Committee in its discretion. If an award expires or is cancelled or forfeited, or is otherwise settled without the issuance of shares, the shares covered by the award will again be available for issuance under the Incentive Plan. Shares tendered or withheld to pay or satisfy the exercise price of a stock option or SAR or to pay taxes in respect of any stock option or SAR, will again be available for issuance under the Incentive Plan. Shares underlying replacement awards (
i.e.
, awards granted as replacements for awards granted by a company that we acquire or with which we combine) will not reduce the number of shares available for issuance under the plan. The Incentive Plan limits
non-employee
director compensation, including cash fees and incentive equity awards (based on their grant-date fair value), to a maximum of (i) $750,000 during the initial annual period following a
non-employee
director’s appointment or election to our board of directors and (ii) $500,000 per each subsequent calendar year, in each case, in respect of their service as
non-employee
directors. The limitation on
non-employee
director compensation applies beginning the first calendar year following the effective date of the Incentive Plan.
Administration
The Incentive Plan is administered by the Compensation Committee.
The Compensation Committee has authority under the Incentive Plan to:
 
•  
designate participants;
 
•  
determine the types of awards to grant, the number of shares to be covered by awards, the terms and conditions of awards, the circumstances under which awards may be canceled, forfeited or suspended, and whether awards may be deferred;
 
•  
amend the terms of any outstanding awards;
 
•  
correct any defect, supply any omission or reconcile any inconsistency in the Incentive Plan or any award agreement, in the manner and to the extent it shall deem desirable to carry the Incentive Plan into effect;
 
•  
interpret and administer the Incentive Plan and any instrument or agreement relating to, or award made under, the Incentive Plan; and
 
•  
make any other determination and take any other action that it deems necessary or desirable to administer the Incentive Plan, in each case, as it deems appropriate for the proper administration of the Incentive Plan and compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.
The Compensation Committee may delegate some or all of its authority under the Incentive Plan, to the extent permitted by applicable law, to (i) one or more of our officers (except that such delegation will not be applicable to grant awards to a person then covered by Section 16 of the Securities Exchange Act of 1934 (the “
Exchange Act
”)) and (ii) one or more committees of our board of directors.
Establishment of
Sub-plans
Our board of directors has the authority to establish one or more
sub-plans
under the Incentive Plan to facilitate the local administration of the Incentive Plan in any jurisdiction in which we and our affiliates operate and to
 
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conform the Incentive Plan to the legal requirements of any such jurisdiction or to allow for favorable tax treatment under any applicable provision of tax law. Our board of directors may establish such
sub-plans
by adopting supplements setting forth (i) such limitations on the Committee’s discretion under the Incentive Plan as the board of directors deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Incentive Plan as the board of directors deems necessary or desirable. All
sub-plans
adopted by the board of directors will be deemed to be part of the Incentive Plan, but each such
sub-plan
will only apply to participants within the affected jurisdiction.
Types of Awards
The Incentive Plan provides for grants of stock options (both nonqualified and incentive stock options), SARs, restricted stock, restricted stock units, performance awards and other cash-based or stock-based awards. Any award may be granted alone or in tandem with other awards, and may be granted in addition to, or in substitution for, other types of awards.
Stock Options
.    A stock option is a contractual right to purchase shares at a future date at a specified exercise price. The per share exercise price of a stock option will be determined by the Compensation Committee and may not be less than the fair market value of a share of our common stock on the grant date. The Compensation Committee will determine the date after which each stock option may be exercised, the method and form by which each option is to be exercised, and the expiration date of each option, provided that no option will be exercisable more than ten years after the grant date. Options intended to be incentive stock options under Section 422 of the Code may not be granted to any person who is not an employee of us or any parent or subsidiary, as defined in Section 424 of the Code. There have not yet been any options granted under the Incentive Plan, and so there are no options outstanding under the Incentive Plan.
Stock Appreciation Rights
.    Stock appreciation rights (SARs) represent a contractual right to receive, in cash or shares, an amount equal to the appreciation of one share from the grant date. The terms and conditions applicable to stock options also apply to SARs.
Restricted Stock
.    Restricted stock is an award of shares that are subject to restrictions on transfer and a substantial risk of forfeiture. Recipients of restricted stock generally have the rights and privileges of a stockholder, including the right to vote such shares of restricted stock and receive dividends.
Restricted Stock Units
.    A restricted stock unit award is a right to receive a specified number of shares of our common stock (or the fair market value thereof in cash, other property or any combination thereof, as determined by the Committee), subject to the expiration of a specified restriction period and/or the achievement of any performance measures selected by the Committee, consistent with the terms of the Incentive Plan. The restricted stock unit award agreement will specify whether the award recipient is entitled to receive dividend equivalents with respect to the number of shares of our common stock subject to the award. Prior to the settlement of a restricted stock unit award in our common stock, the award recipient will have no rights or privileges as a stockholder of us with respect to our common stock subject to the award.
Performance Awards
.    Performance awards, which may be denominated in cash, shares or units (including restricted stock units), will be earned on the satisfaction of performance goals specified by the Compensation Committee. With respect to any performance award that becomes settled in our common stock upon achievement or satisfaction of the applicable performance conditions, prior to such settlement the award recipient will have no rights or privileges as a stockholder of us with respect to our common stock subject to the award.
Other Cash-Based and Other Stock-Based Awards
.    The Compensation Committee is authorized to grant other cash-based and other stock-based awards that are payable in cash or our common stock (or a combination thereof), and may be granted either independently or as an element of or supplement to any other award under the Incentive Plan. Other stock-based awards are valued in whole or in part by reference to such stock, including restricted stock units, phantom stock and similar units.
 
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Dividends and Dividend Equivalents
Other than with respect to awards of restricted stock, awards granted under the Incentive Plan may not provide for any dividend to be payable to the participant in respect of such award prior to the time such award (or the applicable portion thereof) vests (and, in the case of performance awards, the applicable performance condition is achieved). The Compensation Committee may, in its discretion, provide for dividend equivalents on awards of restricted stock units.
Adjustments
In the event the Compensation Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, separation, rights offering,
split-up,
spin-off,
combination, repurchase or exchange of shares of our common stock or other securities, or other similar corporate transaction or event affecting our common stock or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Incentive Plan, the Compensation Committee will adjust equitably any or all of: (i) the number and type of shares or other securities that thereafter may be made the subject of awards, including the aggregate limit under the Incentive Plan; (ii) the number and type of shares or other securities subject to outstanding awards; (iii) the grant, purchase, exercise or hurdle price for any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award; and (iv) the terms and conditions of any outstanding awards, including the performance criteria of any performance awards.
Change in Control
In the event of a change in control, except as otherwise provided in the applicable award agreement, the Committee may provide for:
 
•  
continuation or assumption of outstanding awards under the Incentive Plan by us (if we are the surviving corporation) or by the surviving corporation or its parent;
 
•  
substitution or replacement or any outstanding award for a cash payment;
 
•  
acceleration of the vesting (including the lapse of any restriction) and exercisability of outstanding awards, in each case, either (i) immediately prior to or as of the date of the change in control, (ii) upon a participant’s involuntary termination of service on or within a specified period following the change in control, or (iii) upon the failure of the successor or surviving corporation (or its parent) to continue or assume such outstanding awards;
 
•  
in the case of a performance award, determination of the level of attainment of the applicable performance conditions; and
 
•  
cancellation of outstanding awards under the Incentive Plan in consideration of a payment, with the form, amount and timing of such payment to be determined by the Committee in its sole discretion, provided that (i) such payment is made in cash, securities, rights and/or other property, (ii) the amount of such payment equals the value of the award, as determined by the Committee in its sole discretion (provided that the Committee may cancel
out-of-the-money
options or SARs for no consideration) and (iii) such payment will be made promptly following the change in control, in compliance with Section 409A of the Code.
A change in control generally means (i) the acquisition of 50% or more of our common stock or combined voting power of voting securities; (ii) a change in the composition of our board of directors such that, during any
12-month
period, the individuals who as of the beginning of such period constitute our board of directors cease for any reason to constitute at least 50% of our board of directors (provided that any individual becoming a member of our board of directors after the beginning of such
12-month
period whose election or nomination for election by our stockholders was approved by a vote of at least a majority of the directors immediately prior to
 
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the date of such appointment or election will be considered as though such individual were a member of our board of directors at the beginning of such
12-month
period); (iii) our merger or consolidation with another entity after which our voting securities outstanding immediately prior to such transaction do not continue to represent 50% or more of the total voting power of our stock or of the surviving entity or parent entity thereof (if we are not the surviving entity in such merger or consolidation); or (iv) a disposition of all or substantially all of our assets.
Amendment and Termination
Our board of directors may amend, modify, suspend, discontinue or terminate the Incentive Plan (or any portion thereof) at any time. However, no such action may, without the consent of the participant, materially adversely affect the rights of such participant under any award previously granted (other than to apply with applicable law or to impose any clawback or recoupment provisions on any awards). Additionally, no such action may be made without our stockholder approval, if such approval is required by applicable law or by the rules of the stock market or exchange on which our common shares are principally quoted or traded. No award may be granted pursuant to the Incentive Plan after the tenth anniversary of the date on which the Incentive Plan was approved by our stockholders.
Prohibition on Repricing
Subject to the adjustment provision described above, the Compensation Committee may not directly or indirectly, through cancellation or
re-grant
or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any award established at the time of grant without approval of our stockholders.
Cancellation or “Clawback” of Awards
The Compensation Committee may, to the extent permitted by applicable law and stock exchange rules or by any of our policies (including any recoupment policy we may adopt from time to time or pursuant to the recoupment provisions in any award agreement), cancel or require reimbursement of any awards granted, shares issued or cash received upon the vesting, exercise or settlement of any awards granted under the Plan or the sale of shares underlying such awards.
Term
The Plan expires 10 years after the date on which the Business Combination is consummated, unless earlier terminated (x) upon the maximum number of shares of common stock available for issuance under the Incentive Plan having been issued or (y) by the board of directors at its discretion (and in accordance with the terms of the Incentive Plan).
U.S. Federal Income Tax Consequences of Equity Awards
The following is a general summary under current law of certain United States federal income tax consequences to us and participants who are citizens or individual residents of the United States relating to awards granted under the Incentive Plan. This summary deals with the general tax principles that apply to such awards and is provided only for general information. Certain kinds of taxes, such as foreign taxes, state and local income taxes, payroll taxes and the alternative minimum tax, are not discussed. This summary is not tax advice and it does not discuss all aspects of federal taxation that may be relevant to us and participants. Accordingly, we urge each participant to consult his or her own tax advisor as to the specific tax consequences of participation in the Plan under federal, state, local and other applicable laws. In addition, we may be subject to limits on tax deductibility relating to compensation described herein under certain statutory provisions, including Sections 162(m) and 280G of the Code.
 
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Non-Qualified
Stock Options
A
non-qualified
stock option is an option that does not meet the requirements of Section 422 of the Code. A participant generally will not recognize taxable income when granted a
non-qualified
stock option. When the participant exercises the stock option, he or she generally will recognize taxable ordinary income equal to the excess of the fair market value of the shares received on the exercise date over the aggregate exercise price of the shares. The participant’s tax basis in the shares acquired on exercise of the option will be increased by the amount of such taxable income. We generally will be entitled to a corresponding federal income tax deduction. When the participant sells the shares acquired on exercise, the participant generally will realize long-term or short-term capital gain or loss, depending on whether the participant holds the shares for more than one year before selling them.
Incentive Stock Options
An incentive stock option or “
ISO
” is an option that meets the requirements of Section 422 of the Code. A participant will not have taxable income when granted an ISO or when exercising an ISO. If a participant exercises an ISO and does not dispose of the shares until the later of two years after the grant date and one year after the exercise date, the entire gain, if any, realized when the participant sells the shares will be taxable as long-term capital gain. However, even though a participant will not have taxable income when exercising an ISO, the exercise of an ISO is taken into account for purposes of determining whether the participant has any alternative minimum tax liability (described below). We generally will not be entitled to a corresponding federal income tax deduction.
If a participant disposes of the shares received upon exercise of an ISO within the
one-year
or
two-year
periods described above, it will be considered a “disqualifying disposition.” Under such circumstances, the participant generally will realize ordinary income in the year of the disposition, and we generally will be entitled to a corresponding federal income tax deduction. The amounts of the participant’s ordinary income and our deduction will equal the excess of the lesser of the amount, if any, realized on the disposition and the fair market value of the shares on the exercise date over the aggregate exercise price of the ISO. Any additional gain or loss that the participant realizes on the disposition will be long-term or short-term capital gain or loss, depending on whether the participant holds the shares for more than one year before selling them.
If a participant exercises an ISO more than three months after the participant’s employment with us terminates, the option will be treated as a
non-qualified
stock option for federal income tax purposes. If a participant is disabled and terminates employment because of his or her disability, the three-month period is extended to one year. The three-month period does not apply in the case of a participant’s death.
SARs
A participant does not recognize income at the time a SAR is granted. A participant will recognize income at the time cash or stock representing the amount of the appreciation is transferred to the participant pursuant to exercise of a SAR. The amount of income will equal the amount of cash or fair market value of shares paid or transferred to the participant and will be ordinary income. We generally will be entitled to a corresponding federal income tax deduction.
Restricted Stock
Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, the participant generally will not recognize income, and we generally will not be entitled to a corresponding federal income tax deduction at the time restricted stock is granted. When the restrictions lapse, the participant generally will recognize ordinary income equal to the fair market value of the shares as of that date, less any amount paid for the restricted stock, and we generally will be entitled to a corresponding federal
 
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income tax deduction at that time. If the participant files an election under Section 83(b) of the Code within 30 days after the date of grant of the restricted stock, the participant generally will recognize ordinary income as of the date of grant equal to the fair market value of the common shares as of that date, less any amount the participant paid for the restricted stock, and we generally will be entitled to a corresponding federal income tax deduction at that time. Any future appreciation in the shares generally will be taxable to the participant at capital gains rates. However, if the restricted stock is later forfeited, the participant generally will not be able to recover the tax previously paid pursuant to his Section 83(b) election.
Restricted Stock Units
A participant does not recognize taxable income at the time of grant of a restricted stock unit, and we are not entitled to a tax deduction at that time. The participant will recognize compensation taxable as ordinary income (and subject to income tax withholding), however, at the time of the settlement of the award, equal to the fair market value of any shares delivered and the amount of cash paid by us. We will be entitled to a corresponding deduction, except to the extent that the deduction limits of Section 162(m) of the Code apply.
Registration With the SEC
If our stockholders approve the Incentive Plan, we plan to file a registration statement on a
Form S-8
with the SEC, as soon as reasonably practicable following the 60
th
day after Closing, to register the shares available for issuance under the Incentive Plan.
New Plan Benefits
As described above, the Compensation Committee, in its discretion, will select the participants who receive awards and the size and types of those awards under the Incentive Plan, if the Incentive Plan is approved by our stockholders. Therefore, the awards (or associated benefits or amounts) that will be made to particular individuals or groups of individuals in the future under the Plan are not currently determinable.
Vote Required for the Incentive Plan Proposal Approval
The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal at the Special Meeting.
The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. A Company stockholder’s failure to vote by proxy or to vote during the Special Meeting and a broker
non-vote
with regard to the Incentive Plan Proposal will have no effect on the Incentive Plan Proposal. The NYSE considers abstentions to be votes cast and included in the number of shares of which a majority is required to vote in favor. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Incentive Plan Proposal.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.
 
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PROPOSAL NO. 7—THE CLASS A COMMON STOCK PROPOSAL
Assuming the Business Combination Proposal, the NYSE Proposal and the Charter Proposal are approved, we are asking our stockholders to approve an increase in the total number of authorized shares of GSAH Class A common stock from 500,000,000 to 2,000,000,000 in connection with the Charter Proposal, which, in the judgment of our Board, is necessary to adequately address the needs of the Company following the consummation of the Transactions.
Reasons for the Proposal
Increasing the number of authorized shares of GSAH Class A common stock provides flexibility for future issuances of GSAH Class A common stock if determined by the Board to be in the best interests of the Company without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.
The Class A Common Stock Proposal requires the affirmative vote of holders of a majority of our outstanding shares of Class A common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Class A Common Stock Proposal will have the same effect as a vote “AGAINST” the Class A Common Stock Proposal;
The Class A Common Stock Proposal is conditioned upon the approval of the other Condition Precedent Proposals. If the other Condition Precedent Proposals are not approved, the Class A Common Stock Proposal will have no effect, even if approved by our stockholders, and the total number of shares of GSAH Class A common stock will remain 500,000,000.
The Business Combination is not conditioned on the approval of the Class A Common Stock Proposal.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE CLASS A COMMON STOCK PROPOSAL.
 
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PROPOSAL NO. 8—THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or for any other reason in connection with, the approval of the Condition Precedent Proposals.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our stockholders, our Board may not have the ability to adjourn the Special Meeting to a later date and, therefore, will not have more time to solicit votes to approve the Condition Precedent Proposals. In such events, the Business Combination would not be completed and there is a chance we may not consummate an alternative initial business combination.
Vote Required for Approval
The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote during the Special Meeting, as well as an abstention from voting and a broker
non-vote
will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.
The Sponsor and GS Employee Participation have each agreed to, among other things, vote in favor of this Adjournment Proposal. As of the date of this proxy statement/prospectus, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.
 
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INFORMATION ABOUT GSAH
Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to GSAH prior to the consummation of the Business Combination.
General
We are a blank check company incorporated on May 31, 2018 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, which we refer to as a “business combination.” We have neither engaged in any operations nor generated any operating revenue to date. Based on our business activities, we are a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.
The Sponsor is an affiliate of Goldman Sachs and is managed by the Permanent Capital Strategies team within GSAM, a business within Goldman Sachs Asset Management. Prior to our entering into the Business Combination Agreement, our strategy was to identify and complete our initial business combination with a company in the Diversified Industrial, Healthcare, Technology, Media and Telecom, or Alternative Asset Management sector. Specifically, many companies in these sectors tend to be cash generative businesses that are growing at rates higher than U.S. gross domestic product. In addition to these fundamentals, the sectors are fragmented and contain a large number of privately-held and sponsor-owned businesses that we believe could benefit from deleveraging, accelerating revenue growth, expanding margins, and improving capital allocation decision-making. In addition to independent privately- and sponsor-held middle market businesses, we believe many larger companies in the sector are in the process of evaluating their portfolios of businesses and reviewing candidates for potential divestitures, which we believe may also prove to be attractive business combination targets.
On July 2, 2020, we closed the IPO of 75,000,000 units, including 5,000,000 units issued pursuant to the exercise by the underwriters of their option to purchase additional units in full, at a price of $10.00 per unit, generating gross proceeds to the Company of $750,000,000 before underwriting discounts and expenses. Each unit consists of one share of GSAH Class A common stock of our company, $0.0001 par value per share, and one–quarter of one redeemable warrant, with each whole warrant exercisable for one share of GSAH Class A common stock at a price of $11.50 per share. Substantially concurrently with the closing of the IPO, we closed the private placement of an aggregate of 8,500,000 warrants, each exercisable to purchase one share of GSAH 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. Each warrant and private placement warrant will become exercisable 30 days after the completion of our initial business combination, and will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation.
On the date the IPO was consummated, we placed $750,000,000 of proceeds (including $26,250,000 of deferred underwriting discount) from the IPO and the sale of the private placement warrants into the trust account and held $2,000,000 (net of offering expenses, other than underwriting discounts, paid upon the consummation of the IPO) of such proceeds outside the trust account. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination by July 2, 2022 from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or
pre-initial
business combination activity; and (3) the redemption of all of the Company’s public shares if it is unable to complete its initial business combination by July 2, 2022 from the closing of the IPO, subject to applicable law.
 
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Initial Business Combination
The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). Our Board believes that the financial skills and background of its members qualify it to conclude that the acquisition of Mirion met this requirement.
Liquidation if No Business Combination
Our amended and restated certificate of incorporation provides that we will have until July 2, 2022 to complete our initial business combination. If we have not completed our initial business combination within such period or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the prescribed time period.
Our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the prescribed time period. However, if our sponsor or any of our officers, directors or any of their respective affiliates then hold any public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time frame to complete our initial business combination.
Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by July 2, 2022 or (B) with respect to any other provision relating to stockholders’ rights or
pre-initial
business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of GSAH Class A common stock upon approval of any such amendment at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.
We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the estimated $1,000,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of the net proceeds of the Business Combination and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any,
 
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earned on the trust account and any tax payments or expenses for the dissolution of the trust, the
per-share
redemption amount received by stockholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual
per-share
redemption amount received by stockholders will not be substantially less than $10.00.
Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share; or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the trust account are reduced below: (1) $10.00 per public share; or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in certain instances. For example, the cost of such legal action may be deemed by the independent
 
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directors to be too high relative to the amount recoverable or the independent directors may determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the
per-share
redemption price will not be substantially less than $10.00 per public share.
We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. We will have access to up to an estimated $1,000,000 from the proceeds of the IPO and the sale of the private placements warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the required time period may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a
60-day
notice period during which any third-party claims can be brought against the corporation, a
90-day
period during which the corporation may reject any claims brought, and an additional
150-day
waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the required time period, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we have not completed our initial business combination by July 2, 2022 or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the end of our acquisition period and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
 
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Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.
As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below: (1) $10.00 per public share; or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.
If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
A public stockholder will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial business combination and then, only in connection with those public shares that such stockholder has properly elected to redeem, subject to the limitations described in this prospectus; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by July 2, 2022 or (B) with respect to any other provision relating to stockholders’ rights or
pre-initial
business combination activity; and (3) the redemption of all of our public shares if we have not completed our initial business combination by July 2, 2022] subject to applicable law. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with our initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above. Holders of warrants will not have any rights of proceeds held in the trust account with respect to the warrants.
 
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Facilities
We currently maintain our executive offices at 200 West Street, New York, New York 10282. The cost for this space is included in the $10,000 per month fee that we will pay an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.
Upon consummation of the Business Combination, our principal executive offices will be located at [●].
Employees
We currently have two officers and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period to our company will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.
Legal Proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this prospectus.
GSAH Management
Directors, Director Nominees and Executive Officers
 
Name
   
Age
   
Title
Raanan A. Agus
    53    Chairman of the Board of Directors
Tom Knott
    34    Chief Executive Officer, Chief Financial Officer and Secretary
Senator William Frist
    69    Director
Steven S. Reinemund
    73    Director
David Robinson
    55    Director
Martha Sullivan
    64    Director
The directors and officers of the Company are as follows:
Raanan A. Agus
has been the Chairman of our Board of Directors since June 2020 (previously serving as our
Co-Chief
Executive Officer and a director in April and May 2020). Mr. Agus serves as global
co-head
and
co-chief
investment officer of the Alternative Investments & Manager Selection (AIMS) Group of Goldman Sachs Asset Management. He also oversees GSAM’s Energy and Infrastructure business. Previously, Mr. Agus served as head of Direct Alternatives for GSAM and global
co-head
of Goldman Sachs Investment Partners within GSAM, a position he held from the group’s inception in 2007 until December 2019. Prior to that, he was
co-head
of the Goldman Sachs Principal Strategies Group beginning in 2003; he later became sole head of the group until 2007. Mr. Agus joined Goldman Sachs in 1993 as an associate in Equities Arbitrage. He was named managing director in 1999 and partner in 2000. Mr. Agus served as a director of GSAH I from April 2018 until the consummation of its business combination with Vertiv in February 2020. Mr. Agus earned an A.B. in economics, summa cum laude, phi beta kappa, from Princeton University in 1989 and a JD/MBA, Stone scholar, beta gamma sigma, specializing in Finance from Columbia University in 1993.
Tom Knott
has been our Chief Executive Officer, Chief Financial Officer, Secretary and one of our directors since June 2020 (previously serving as our
Co-Chief
Executive Officer and Chairman of our Board of
 
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Directors in April and May 2020). Mr. Knott has served as the head of the Permanent Capital Strategies (PCS) Group of Goldman Sachs Asset Management since March 2018. Mr. Knott led all aspects of Goldman Sachs’
co-sponsorship
of GSAH I from its IPO in June 2018 to its merger with Vertiv in February 2020. Prior to his role in the Permanent Capital Strategies Group, Mr. Knott worked within the Credit Alternatives Group in the Consumer and Investment Management Division of Goldman Sachs beginning in 2014. Mr. Knott earned a B.A. in history from Wake Forest University in 2009 and a MA in Management from Wake Forest University in 2010.
Senator William Frist
has served on our board since the completion of the Initial Public Offering. Since 2007, Dr. Frist has served as a partner in Cressey & Company, a private equity firm focused exclusively on investing in and building leading healthcare businesses. He is chairman of the Cressey Distinguished Executive Council. Dr. Frist is also a
co-founder
and partner at Frist Cressey Ventures, a venture capital firm specializing in healthcare investments. As a U.S. Senator, Dr. Frist represented Tennessee for 12 years where he served on both the Finance and HELP committees responsible for writing all health legislation. He served as U.S. Senate Majority Leader from 2003 to 2007. Prior to the Senate, Dr. Frist was a heart and lung transplant surgeon. He spent 20 years in clinical medicine, completing surgical training at Harvard’s Massachusetts General Hospital and Stanford University, and he subsequently founded the Vanderbilt Multi-Organ Transplant Center. Dr. Frist serves as an adjunct professor of Cardiac Surgery at Vanderbilt University School of Medicine. Dr. Frist currently serves as a director of the publicly held companies Teladoc Health, Inc. (NYSE: TDOC), Select Medical Holdings Corporation (NYSE: SEM) and SmileDirectClub, Inc. (Nasdaq: SCX). His current board services include the Robert Wood Johnson Foundation, NashvilleHealth, SCORE and The Nature Conservancy (Global Board). His previous board service includes Princeton University, the Smithsonian Institution, AECOM, URS Corporation and Third National Bank. Dr. Frist earned his B.A. from Princeton University and M.D. from Harvard Medical School.
Steven S. Reinemund
has served on our board since the completion of the Initial Public Offering. Mr. Reinemund served as Dean at Wake Forest University School of Business from July 2008 to June 2014, an organization he joined after a
23-year
career with PepsiCo, Inc. (Nasdaq: PEP) (“
PepsiCo
”). At PepsiCo, Mr. Reinemund served as Executive Chairman from October 2006 to May 2007, and as Chairman and Chief Executive Officer from May 2001 to October 2006. Prior to being Chief Executive Officer, he was PepsiCo, Inc.’s president and chief operating officer from September 1999 to May 2001. Mr. Reinemund began his career with PepsiCo, Inc. in 1984 at Pizza Hut, Inc. and held other positions until he became president and Chief Executive Officer of
Frito-Lay’s
North American snack division in 1992. He became chairman and Chief Executive Officer of
Frito-Lay’s
worldwide operations in 1996. Mr. Reinemund was a director of Johnson & Johnson (NYSE: JNJ) from 2003 to 2008, of American Express Company (NYSE: AXP) from 2007 to 2015, of Exxon Mobil Corporation (NYSE: XOM) from 2007 to May 2020 and Marriott International, Inc. (Nasdaq: MAR) from 2007 to May 2020. Mr. Reinemund currently serves as a director of Vertiv (and served as a director of GSAH I prior to its business combination with Vertiv), Walmart Inc. (NYSE: WMT) and
Chick-fil-A,
Inc. He also serves on the Board of Directors of the United States Naval Academy Foundation. Mr. Reinemund is a graduate of the United States Naval Academy in 1970 and served five years as an officer in the United States Marine Corps, achieving the rank of Captain. He also earned an MBA from the University of Virginia, and has been awarded honorary doctorate degrees by Johnson and Wales University and Bryant University.
David Robinson
has served on our board since the completion of the Initial Public Offering. Mr. Robinson has served as
co-founder
of the Admiral Capital Group, a real estate and private equity firm, since 2009. Mr. Robinson has also served as the founder of the Carver Academy, a public charter school located in San Antonio, Texas, since 2001. Mr. Robinson spent 14 years in the NBA with the San Antonio Spurs and was introduced into the Naismith Memorial Basketball Hall of Fame in September 2009 among other honors, won the NBA’s Most Valuable Player, two NBA championships and two Olympic Gold Medals. Mr. Robinson’s philanthropic efforts led to the NBA naming its community service award the “David Robinson Plaque” which recognizes current NBA players for their community engagement, philanthropic activity and charity work. He is a graduate of the U.S. Naval Academy with a degree in mathematics.
 
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Martha Sullivan
has served on our board since the completion of the Initial Public Offering. Ms. Sullivan has served as a director of Sensata Technologies Holding plc (NYSE: ST) (“
Sensata
”), a supplier of sensors and controls, since January 1, 2013, where she was Chief Executive Officer from January 1, 2013 until her retirement effective March 1, 2020. She previously served as President of Sensata from September 2010 until January 2019, and was also its Chief Operating Officer from September 2010 until July 2012. Prior to that, Ms. Sullivan held a variety of other positions with Sensata, its primary U.S. operating subsidiary and Texas Instruments (Sensata’s preceding business unit) since she joined Texas Instruments in 1984. Ms. Sullivan has served as a director of Avery Dennison Corporation (NYSE: AVY), an adhesive manufacturing company, since 2013. Past and present external positions also include the Key Executive Council at Rensselaer Polytechnic Institute, President’s Alumni Council at Michigan Technological University, and Ford International Supplier Advisory Council. She has been inducted into the Academy of Mechanical Engineering at Michigan Technological University and holds an Honorary Doctorate in Philosophy from that institution. She earned a B.S. in Mechanical Engineering from Michigan Technological University in 1980.
Number and Terms of Office of Officers and Directors
Our board of directors consists of six members. Holders of GSAH Class B common stock have the right to elect all of our directors and remove members of our board of directors for any reason prior to consummation of our initial business combination. Holders of our public shares do not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. Approval of our initial business combination will require the affirmative vote of a majority of our board directors, which must include a majority of our independent directors and the two director nominees of our sponsor, initially Raanan A. Agus and Tom Knott. Subject to any other special rights applicable to the stockholders, prior to our initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors that includes any directors representing our sponsor then on our board of directors, or by holders of a majority of the outstanding shares of GSAH Class B common stock.
Our officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws will provide that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the board of directors (including interim officers as it deems appropriate).
Committees of the Board of Directors
Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which are composed solely of independent directors. Each committee operates under a charter that was approved by our board of directors and has the composition and responsibilities described below. The charter of each committee is available on our website.
Audit Committee
The members of our audit committee are Mr. Reinemund, Mr. Robinson and Ms. Sullivan. Ms. Sullivan serves as chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Reinemund qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.
 
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We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:
 
•  
assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;
 
•  
the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
 
•  
pre-approving
all audit and
non-audit
services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing
pre-approval
policies and procedures;
 
•  
reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;
 
•  
setting clear hiring policies for employees or former employees of the independent auditors;
 
•  
setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
 
•  
obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
 
•  
meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under GSAH’s “
Management’s Discussion and Analysis of Financial Condition and Results of Operations
”;
 
•  
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation
S-K
promulgated by the SEC prior to us entering into such transaction; and
 
•  
reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
Compensation Committee
The members of our Compensation Committee are Dr. Frist, Mr. Robinson and Ms. Sullivan. Mr. Robinson serves as chairman of the compensation committee. We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:
 
•  
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
 
•  
reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;
 
•  
reviewing our executive compensation policies and plans;
 
•  
implementing and administering our incentive compensation equity-based remuneration plans;
 
•  
assisting management in complying with our proxy statement/prospectus and annual report disclosure requirements;
 
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•  
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
 
•  
producing a report on executive compensation to be included in our annual proxy statement/prospectus; and
 
•  
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.
Nominating and Corporate Governance Committee
The members of our nominating and corporate governance committee are Dr. Frist, Mr. Robinson and Ms. Sullivan. Ms. Sullivan serves as chair of the nominating and corporate governance committee.
We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:
 
•  
identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;
 
•  
developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
 
•  
coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and
 
•  
reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.
Director Independence
The rules of the NYSE require that a majority of our board of directors be independent within one year of our IPO. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have four “independent directors” as defined in the NYSE rules and applicable SEC rules. Our board of directors has determined that each of Dr. Frist, Mr. Reinemund, Mr. Robinson and Ms. Sullivan is an independent director under applicable SEC and NYSE rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.
 
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Executive and Director Compensation
None of our officers or directors have received any compensation for services rendered to us. Our sponsor, officers, directors and their respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates. Directors or members of our management team may be paid consulting, management or other compensation from the combined company.
We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.
Limitation on Liability and Indemnification of Officers and Directors
Our amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us or stockholders for breaches of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL.
We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also permit us to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
A stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
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GSAH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context otherwise requires, all references in this section to the “we,” “us,” “our,” the “Company” or “GSAH” refer to GSAH prior to the consummation of the Business Combination. The following discussion and analysis of GSAH’s financial condition and results of operations should be read in conjunction with GSAH’s condensed financial statements and notes to those statements included in this proxy statement/prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. GSAH’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in this proxy statement/prospectus.
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 of more businesses. We intend to effectuate the Business Combination using cash from the proceeds of our IPO that closed on July 2, 2020 and the private placement of warrants to purchase shares of GSAH Class A common stock that closed on July 2, 2020 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, (described in this proxy statement prospectus).
Recent Developments
Proposed Initial Business Combination
On June 17, 2021, the Company announced that it entered into the Business Combination Agreement, dated as of June 17, 2021, (as it may be amended from time to time), by and among GSAH, Mirion, the Charterhouse Parties (each acting by its general partner, Charterhouse General Partners (IX) Limited), the other Supporting Mirion Holders, and, Joining Sellers.
Pursuant to the terms of the Business Combination Agreement, the parties thereto will enter into the Business Combination pursuant to which Mirion will combine with a subsidiary of the Company as further described in this proxy statement/prospectus.
Subscription Agreements
Concurrently with the execution of the Business Combination Agreement, the Company entered into Subscription Agreements with certain 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, 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.
 
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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.
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 the Initial 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 our IPO, our only source of liquidity was an initial sale of shares of GSAH Class B common stock, par value $0.0001 per share, to the Sponsor and the proceeds of a promissory note from an affiliate of our Sponsor, in the amount of $300,000. The note was repaid upon the closing of our IPO.
The registration statement relating to our IPO 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 IPO of 75,000,000 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 our IPO, we closed the private placement of an aggregate of 8,500,000 warrants, each exercisable to purchase one share of GSAH 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 July 2, 2020, we placed $750,000,000 of proceeds (including $26,250,000 of deferred underwriting discount) from the IPO and the private placement warrants into a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee 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 the Amended and Restated Sponsor Agreement). 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 GSAH 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
 
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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 the Amended and Restated Sponsor Agreement with the Sponsor 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.
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 our 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 our 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 under this agreement.
The underwriters of our IPO are entitled to underwriting discounts and commissions of 5.5%, of which 2.0% ($15,000,000) was paid at the closing of our IPO 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 GSAH Class A common stock is excluded from earnings per share as the redemption value exceeds fair value.
 
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As of June 30, 2021, we had outstanding warrants to purchase of up to 27,250,000 shares of GSAH 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 GSAH Class A Common Stock
All of the 75,000,000 shares of GSAH Class A common stock sold as parts of the units in our IPO 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 our control 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. We classify all shares of GSAH Class A common stock as redeemable.
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.”
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 our IPO have been measured based on the listed market price of such public warrants.
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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INFORMATION ABOUT MIRION
Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of the Mirion prior to the consummation of the Business Combination, which will be the business of the post-business combination company following the consummation of the Business Combination.
Business Overview
Mirion Technologies provides products, services and software that allow our customers to safely leverage the power of ionizing radiation for the greater good of humanity. Our solutions have critical applications in the medical, nuclear energy and defense markets, as well as in laboratories and scientific research, analysis and space exploration. Many of our markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. Throughout our history, we have successfully leveraged the strength of our expertise in ionizing radiation to continually drive innovation and expand the commercial applications of our core technology competencies. Through our facilities in 12 countries, we supply our solutions in the Americas, Europe, Africa, the Middle East and Asia Pacific regions.
We have two reportable business segments: Medical and Industrial. Our Medical segment supports applications in medical diagnostics, cancer treatment, practitioner safety and rehabilitation. Our products in these fields are focused on enhancing the effectiveness and safety of life-saving procedures. Our Industrial segment is focused on addressing critical radiation safety, measurement and analysis applications across nuclear energy, defense, laboratories and research and other industrial markets. Our products and solutions include: dosimetry services (environmental radiation monitoring dose of records services), cancer diagnostics and therapy quality assurance, or QA, nuclear medicine, dosimeters (wearable devices that measure exposure to ionizing radiation), contamination and clearance monitors, detection and identification instruments, radiation monitoring systems, electrical penetrations, reactor instrumentation and control equipment and systems, medical and industrial imaging systems and related accessories, software and services, alpha spectroscopy instruments (instruments that quantify and identify alpha-emitting nuclides), alpha/beta counting instruments (instruments for quantification of alpha and beta radiation) and gamma spectroscopy detector systems (instruments for qualification and quantification of gamma emitting nuclides) and software (related software to support our product and solution offerings).
For more than 60 years, we and our predecessor companies have delivered products and services that enable our customer to harness ionizing radiation for applications that benefit the health, safety, vitality and technological progress of humanity. We believe the breadth and proven performance of our solutions support our longstanding strategic customer partnerships across diverse end markets. Our products, software and services have been sold directly and indirectly to a variety of
end-use
customers, including, medical service providers, the vast majority of the U.S. nuclear power producers and the addressable global installed base of active nuclear power reactors, many of the leading nuclear reactor design firms, universities, numerous international government and supranational agencies, 19 of the 28 NATO militaries, national laboratories, environmental laboratories, research institutes and industrial companies.
Our broad product and services portfolio of medical, search, measurement, scientific analysis and reactor safety and control systems are supported by our engineering and research and development organization of 381 scientists, engineers and technicians, who represented approximately 14% of our workforce as of June 30, 2021. We possess numerous product qualifications, trade secrets and patents that support our market position and our ability to deliver next generation products and services. In addition, we maintain design, manufacturing and sales capabilities across 12 countries in America, Europe and Asia, enabling us to capitalize on growth opportunities, including the ongoing growth in spending for medical, defense and homeland security and the ongoing growth for nuclear power.
Our financial performance is driven by the replacement of products and the recurring provision of services into our core end markets, as well as the construction of new facilities like nuclear power plants, or NPPs,
 
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globally. Many of our products and services are ordered in advance of the anticipated shipment date and secured in backlog, which provides visibility into future revenue. For the year ended June 30, 2021 we generated revenue of $611.6 million, as compared to $478.2 million for the year ended June 30, 2020, an increase of $133.4 million or 27.9%. Adjusted revenues, excluding the acquisition accounting impact for deferred revenue, was $619.6 million and $478.4 million for the years ended June 30, 2021, and June 30, 2020, respectively, an increase of $141.2 million or 29.5%. For the year ended June 30, 2021, our net loss was $158.4 million and our Adjusted EBITDA was $152.2 million. At June 30, 2021, and June 30, 2020, Mirion had $908.7 million and $724.3 million, respectively, of third-party debt outstanding (excluding deferred financing costs). At June 30, 2021, and June 30, 2020, Mirion had $1,170.5 million and $987.1 million, respectively, of related-party debt outstanding (excluding accrued interest).
Industry Overview
We have two reportable business segments: Medical and Industrial. Our Medical segment is based around our sales, products and services to customers in the medical market. The Industrial segment is primarily based around the nuclear energy, defense, laboratories and scientific research markets as well other industrial markets.
Medical
Mirion’s medical market is comprised of rapidly growing product applications in cancer diagnostics and therapeutics, nuclear medicine, dosimetry services and rehabilitation. We offer products, software and services in each of these areas that enhance the effectiveness and safety of life-saving procedures in these areas. According to the World Nuclear Association, or WNA, as of April 2021, there are over 10,000 hospitals worldwide using radioisotopes in medicine, with about 90% of the procedures for diagnostics, and more than 40 million procedures are performed globally every year, 20 million being in the United States and 10 million in Europe. The WNA also estimates that, as of April 2021, the use of radioactive substances, or radiopharmaceuticals, in diagnosis is growing at over 10% per year. In the radiotherapy market, demand is driven by replacement of the underlying linear accelerator, or Linac, installed base. As of 2019 there were approximately 14,000 Linacs deployed worldwide, and it is estimated that this will grow to approximately 16,500 Linacs worldwide by 2024, according to a global consulting firm.
Nuclear medicine is a medical specialty that uses radiopharmaceuticals to diagnose, monitor and treat disease. Mirion’s products address the complicated lifecycle of radiopharmaceuticals from radiopharmaceutical production and handling through patient dosing, imaging, diagnosis and therapy with our line of dose calibrators, thyroid uptake systems, shielding systems, management software and supporting accessories.
Radiotherapy (also known as radiation therapy or radiation oncology), uses radiation in the form of
X-rays,
protons and electrons to destroy cancer cells and shrink tumors. Mirion provides both hardware and software products, as well as services to accomplish the critical task of performing independent quality management in the diagnosis and treatment of cancer. Our suite of patient, machine and diagnostic QA solutions are relied on in the field to mitigate errors, reduce inefficiencies, validate technologies and techniques, and elevate the quality of clinical care.
Medical imaging encompasses a number of technologies (MRI, Ultrasound,
X-ray)
that are used to view the human body to diagnose, monitor or treat medical conditions. Mirion provides support for these imaging techniques through our array of
C-Arm
and ultrasound tables, MRI accessories, positioners and radiation protection accessories.
As a result of the proliferation of radiological medical technologies, hospitals, clinics, and small dental and veterinary facilities rely on occupational dosimetry systems and services to ensure the safety of both medical personnel and patients. Mirion’s dosimetry services products like Instadose, provide instant dose measurement results when connected to any computer or mobile device via Bluetooth and ensure that radiation safety programs run smoothly and are easy to administrate.
 
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Laboratories and Research
The laboratory and research market includes different types of facilities like environmental radiochemistry laboratories, research laboratories, research reactors and education laboratories. All these facilities analyze nuclear samples or monitor experiments to identify the chemical composition of the material involved or understand the basic structure of matter.
The environmental radiochemistry laboratories, or counting labs, monitor the environment by analyzing samples, measuring their radiation and identifying the source and the nature of contamination, if any. The laboratories can be governmental (e.g., health or environment institutions, safety authorities) or private (e.g., facility bio assay, process labs). We believe there are over 500 environmental laboratories worldwide based on our estimates as of December 2020.
Research centers include national laboratories and research institutions conducting research in the areas of space, underground studies, physics around synchrotrons and accelerators. Radiation measurement systems are used in research for the discovery of elements, to study the formation of matter after the big bang or in the deepest underground laboratories in the world to perform dark matter experiments. They are also used in space, mounted in satellites or robots, landing on planets (Mars Rover) or orbiting around Earth (STEREO), Saturn (Cassini), Venus and Mercury (Messenger), Pluto (New Horizons), Mars
(MSL-Rad),
and Jupiter (JUNO).
Research reactors are used for research and training, materials testing, medicine (like the production of radioisotopes) and industrial functions. According to the WNA, there were 220 operational nuclear research reactors in 53 countries, with 11 more under construction and 16 planned to be built, as of June 2021.
Education laboratories are located in universities and offer programs in nuclear engineering, health physics, radioprotection, nuclear physics or nuclear science and technology. We believe there are more than 600 colleges worldwide, universities and degree-granting institutions that are equipped with nuclear measurement products.
Nuclear
The nuclear end market spans the entire nuclear fuel cycle, including mining, enrichment, fuel manufacturing, nuclear power generation, waste management and fuel reprocessing. Key nuclear installations include mines, fuel fabrication facilities, commercial nuclear power reactors, reprocessing facilities, research facilities, military facilities and ships, weapons facilities and waste storage facilities.
We sell products and services for use in each of these types of installations at any stage of their life (construction, operation, decommissioning and dismantling), with commercial nuclear power reactors representing the majority of our sales into the nuclear end market. This market is segmented between new builds, installed base requesting upgrades/uprates/relicensing, and decommissioning and dismantling.
Driven by increasing demand for electricity and reliable and carbon-free energy, the nuclear power market is forecasted to grow in the near and long term, which presents opportunities for Mirion. These trends are further driven by global decarbonization goals, which are likely to increase the demand for nuclear power.
Despite some challenges in certain regions of the world (e.g., Germany, Sweden, Japan), the new build market is expected to be very dynamic with 55 reactors in construction and 425 planned or proposed as of May 2021 (according to the WNA). The installed base market presents opportunities while nuclear power plants, or NPPs, are being relicensed with extended life time and upgraded. Meanwhile, we believe that more than 50 reactors will be shut down by 2030, growing the demand for radiation equipment used in decommissioning and dismantling of nuclear facilities.
 
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Defense
Our global defense end market is driven by a combination of military, civil defense and event-driven security spending. The proliferation of global security threats has reached an unprecedented level, driven by an unstable geopolitical climate, the emergence and expansion of terrorist organizations, the development of nuclear weapons in
non-nuclear
countries and the proliferation of radiological and nuclear technologies. Taken together, these threats have the potential to cause significant human casualties and economic loss. As a result, militaries, civil defense and other security organizations have bolstered investment in the prevention and detection of radiological threats as well as in technologies capable of detecting and monitoring radiation levels in the aftermath of radiological attack.
Militaries throughout the world utilize radiation detection technologies for troop security. Spending on personnel protection and detection of radiological threats is a priority for both NATO and
non-NATO
militaries and, as such, has led many countries to provide dosimeters to military personnel on a standard-issue basis. We believe that spending on these technologies will remain a high priority among armed forces globally.
Spending within the global civil defense, or homeland security, market has rapidly expanded in recent years based on increased threats presented by terrorist organizations. As a result, civil defense, first responder and other security organizations are investing in technologies and services designed both to protect civil defense personnel, civilians and domestic infrastructure from radiological threats and to detect and monitor radiation levels following a radiological incident, such as the release of a nuclear or other radiological device.
In addition, homeland security organizations are increasingly focused on enhancing radiological detection capabilities at critical points of entry, such as airports, ports and borders. Large-scale public meeting events have also greatly increased security measures at facilities, including rapid adoption of radiological detection technologies to address the increased threat of radiological attacks, due to their profile as high visibility targets.
Industrial
Other end markets include industrial facilities such as cement kilns, pulp and paper mills and coal/gas fired power boilers that utilize high-temperature industrial processes. These high-temperature processes are critical to plant operation and must be accurately monitored to ensure optimal operating conditions. Imaging equipment capable of withstanding the high temperatures and environmental conditions found in these facilities is employed to monitor and optimize process efficiency. These imaging systems require routine replacement or upgrades.
Other end markets also include original equipment manufacturers, or OEMs for general industrial market or medical applications, using radiation measurement detectors to sort material or precisely locate some radioisotopes.
Our Market Opportunity
We believe that significant opportunities for growth exist within each of our primary end markets.
Medical
Radiological procedure growth.
The use of radiodiagnostic and radiotherapeutic procedures is expanding globally due to aging population demographics, technological advancements and emerging middle classes in developing economies. As the use of radiological procedures increases in the medical industry, so does our associated market opportunity. According to a global consulting firm, we believe the global nuclear medicine market is expected to grow 7% per year from 2020 through 2030, primarily driven by the increase in the prevalence and incidences of cancer worldwide. Likewise, the global radiotherapy market is expected to grow 6% per year from 2020 through 2030, primarily driven by factors including growing awareness about the benefits of radiotherapy for cancer control and eradication, increasing incidence and prevalence of cancer, and
 
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technological advancements in the field of radiotherapy. Mirion plays in select
sub-segments
of the global nuclear medicine and radiotherapy markets. The growth trajectories in these markets represent significant market opportunities for Mirion products that are deployed in hospitals, clinics, and other diagnostic and therapeutic centers around the world.
Dosimetry outsourcing.
In some regions outside the United States, dosimetry services for health care practitioners historically have been provided by government agencies. We believe that more government agencies are outsourcing dosimetry services to private providers due to favorable cost dynamics in some regions. This provides a market opportunity where we can leverage our technical expertise and North American service experience to expand into other regions as we have done through our acquisitions of state-owned dosimetry services businesses in the Netherlands and Germany. According to a global leading consulting firm, we believe Mirion’s core dosimetry market is expected to grow 3 to 4% per year from 2020 through 2026, primarily driven by volume increase in number of healthcare workers exposed to radiation and standard annual price increases. In addition, through the differentiating factors behind the innovative Instadose product line, we believe that we have the right product ecosystem to maximize this opportunity.
Laboratories and Research
Customer loyalty.
Loyalty is driven by long standing relationships, customer hesitancy to switch suppliers, high switching costs and limited competition globally. We believe we can benefit from price growth in most of our markets. In addition, our business is well protected by consistent replacement cycles on installed base.
Nuclear
Our legacy in the nuclear industry positions us to capitalize on the growth in demand for radiation detection, measurement, analysis and monitoring products and services in each phase of the nuclear life cycle, as outlined in the chart below.
 
Mirion provides essential products and services to NPPs throughout the entire life cycle of a plant: from construction and operation to decommissioning and decontamination. For example, we provide:
 
  •  
Radiation measurement and monitoring solutions, such as detection portals, environmental monitors and dosimetry systems that are typically installed in nuclear facilities during construction and are replaced or upgraded during the entire lifetime of the reactors, in particular upon life extensions. This provides recurring revenue opportunities as customers must replace and upgrade components and services during this timeframe,
 
  •  
Reactor instrumentation and control detectors that are typically installed in nuclear facilities during construction and are replaced or upgraded regularly. In addition, there are opportunities to provide
 
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more comprehensive upgrades of reactor instrumentation and control detector systems in certain existing reactors to facilitate
up-rating,
 
  •  
Measurement and expertise services including technical expertise and experienced staff to help customers address their nuclear measurement needs in every step of the measurement process from planning to operation to wind-down,
 
  •  
Imaging systems and cameras for all stages of the nuclear lifecycle, from construction through operation, to decommissioning and waste management, and
 
  •  
Waste management systems that are used during the lifetime of the reactors and are essential, in particular, in any decontamination and decommissioning project.
We believe the following dynamics support the sustainability of our existing business and will drive new sources of organic growth.
Predictable upgrade, replacement and retirement cycles.
Our radiation detection, measurement, analysis and monitoring products and systems have predictable life spans, typically ranging from four to twenty-five years. Our complex monitoring systems typically require at least one comprehensive upgrade during their useful life to optimize their functionality. In addition, many of our products require replacement parts, components and service due to normal wear during their useful lives.
Aging installed base.
The existing global installed base of nuclear reactors has a median age of 34 years. This aging installed base requires frequent product replacements and upgrades over an operating life cycle that generally ranges from 40 to 80 years. Furthermore, as reactors reach the end of their useful lives, the onset of a multi-year “decommissioning” process represents a further revenue opportunity in the reactor life cycle for our products.
Increased decontamination and decommissioning activity and stricter environmental regulation.
The
total number of NPP shutdowns under decontamination and decommissioning is expected to increase over the next decade, with largest amount of expected plant shutdowns potentially in the U.S. market. In Europe, the UK represents the highest share of expected shutdowns as the operating fleet ages and passes the license extension period.
Large installed base of “orphaned” products and systems.
Most currently operating reactors were commissioned prior to 1990. Operators of many aging NPPs often must consider new suppliers to meet their detection needs as many of the suppliers of legacy radiation detection, measurement, analysis and monitoring systems no longer service the nuclear industry.
Dosimetry outsourcing.
NPPs have historically managed the majority of their dosimetry service requirements internally. However, the cost benefits of outsourcing these services have become increasingly attractive to NPP operators as they focus on improving profitability and enhancing service.
New build opportunity.
We expect the construction of new nuclear reactors worldwide to provide opportunities across our product and service offerings. The nuclear industry is experiencing robust growth in activity related to new reactor builds. As of May 2021, there were 55 reactors under construction and 425 planned or proposed, according to the WNA. This growth is occurring internationally and our global footprint positions us to capitalize on these opportunities. Since the early stages of reactor development generally represent a material share of our revenue opportunity over the life cycle of a reactor, we are positioned to benefit from increased global reactor construction. In addition, as new plants are added to the global nuclear fleet, we believe our recurring revenue opportunity associated with replacements, spares, software, services and system upgrades will continue to increase as we are well-positioned with customers due to our incumbent position.
 
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Defense
Focus on military personnel.
Global militaries must contend with radiological threats and the difficulties of protecting soldiers and monitoring areas of enemy engagement. The combination of our active dosimeters and telemetry technology provides a differentiated solution that addresses the radiation detection needs of modern militaries.
Increased civil defense spending on radiation detection.
Civil defense and homeland security organizations are focused on preventing the illicit transportation of radiological materials across borders. The commercial application of our radiation detection expertise positions us to benefit from government spending on detection technologies.
Enhanced event specific security.
The visibility of high profile events and venues has increased their value as targets of terrorist activity. In response, security spending at events, such as the Olympic Games, has increased, as has the utilization of radiation detection technology, providing an expanding market opportunity for our products.
Our Competitive Strengths
We believe that the following competitive strengths will enable us to maintain our position and capitalize on growth opportunities in our end markets:
Trusted ionizing radiation detection and measurement provider
.
Our end markets, including the medical, defense and nuclear industries, are highly regulated and require compliance with strict product specifications. Our track record enables us to gain market share across our product and service offerings. We and our predecessor companies have served the radiation detection measurement, analysis and monitoring needs of our customers for over 60 years, having developed trusted, recognized brands supported by our tradition of technical excellence, product reliability and customer service. We believe we have a leadership position in 14 of the 17 market segments we serve. In addition, we have leveraged our ionizing detection expertise to develop new applications for our core historical markets and to expand into adjacent markets through acquisitions.
Broad and complementary product and service portfolio.
We are one of the only companies that offers ionizing radiation detection and measurement products and services to satisfy customer requirements throughout the medical and industrial markets. Our comprehensive product line supports virtually all radiation detection and monitoring needs associated with these markets. As a result, we believe that we have consistently gained market share as some of our key customers rationalize their supply chain. Furthermore, our portfolio provides us with a natural opportunity to cross-sell our products and services to our customers. As a result, we have a diversified portfolio across end markets and geographies.
Large installed base driving recurring revenue.
We possess longstanding customer relationships in all of our end markets. For example, we estimate our QA products are used by 95% of cancer treatment centers in the United States and 65% globally. This drives recurring revenue and opportunities for cross sales from our other activities. Our products were also installed at the vast majority of the addressable installed base of active nuclear power reactors globally, which have a median age of about 34 years. This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 80 year operating life cycle of an NPP. The length and quality of supplier relationships are important customer buying criteria due to high switching costs and the importance of proven product reliability. In addition, we maintain relationships with global military and government organizations that value operating longevity and technological expertise. For example, our products have been sold to 19 of the 28 NATO militaries as well as the U.S. Departments of Energy, State, Defense and Homeland Security. Our customers’ focus on personnel protection drives their recurring expenditures on service, recalibration and product upgrades in our defense end market. In the laboratories and research markets, we have developed relationships with certain customers over the past 50 years, gaining their loyalty based on product performance and customer services. Such relationships provide us with recurrent revenues when our customers upgrade and replace their existing installed base.
 
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Technical complexity creates high barriers to entry.
Across our end markets, we design our products to meet demanding customer specifications, qualifications and regulatory requirements. In many circumstances, we design our products to be compatible with highly complex facilities and operate effectively in harsh environments. Replicating Mirion’s products is difficult given underlying technical specifications. In addition, customers generally work with their incumbent suppliers to service, maintain and replace equipment over product lifetime resulting in a natural barrier to entry.
Global footprint designed to meet local customer needs.
Our global footprint, augmented by our established network of suppliers and distributors, enables us to be responsive to our customers and provide locally customized solutions. We operate facilities in 12 countries, accommodating the desire of certain of our customers to procure products and services from local providers. Sales to customers outside of the United States and Canada accounted for 56% of total revenue for fiscal year 2020. We believe that our established global infrastructure provides a scalable platform to meet the growing worldwide demand for our products and services.
Proven M&A strategy and track record of integrating acquisitions.
Mirion has been built through successive mergers and acquisitions. Since 2016, we have acquired and integrated ten companies. Through these acquisitions, we have developed tools and experience across deal sourcing, modeling and integrating acquired companies. We have a business ecosystem in place to identify and act upon cost saving opportunities as well as the ability to leverage our scale platform to capture cross-selling opportunities. Historically, we have consistently exceeded our synergy targets and improved profitability of acquired businesses.
Seasoned management team complemented by highly skilled engineers.
We are led by an experienced management team with a mix of private sector and government experience across different industries and functions. Our divisional presidents have an average tenure of over 15 years. Our senior management team is complemented by an engineering and research and development organization of 381 scientists, engineers and technicians as of June 30, 2021. A number of our employees are participants in international and U.S. standards setting organizations related to radiation detection in the nuclear, defense and medical end markets. Through these activities, we help define the setting of standards and preview changes that impact our products, customers and end markets.
Our Strategy
Our objective is to continue enhancing our position as a global provider of radiation detection, measurement, analysis and monitoring products and services for the global medical and industrial end markets. We intend to achieve this through the following strategies:
Exploit under-penetrated market opportunities.
We believe that we can exploit historically under-penetrated segments of our end markets by leveraging our existing positions across our major product categories. For example, we have leveraged our technical expertise to develop and commercialize innovative products to increase sales in the U.S. dosimetry services market and in the radiotherapy quality assurance market, and we have expanded our radiation monitoring solutions offering by leading integrated offers with other key suppliers for some nuclear new build projects in Europe to increase our scope of supply and gain share in the nuclear market.
Expand addressable market
.
We believe that substantial opportunities exist for us to expand our addressable market by marketing our products and services to customers in new geographic regions; providing products and services to customers moving to an outsource model; entering markets where the government is privatizing services; introducing new applications for existing technologies and pursuing strategic acquisitions.
 
  •  
Geographic expansion
. Although we sold products and services to customers in 120 countries in fiscal 2020, we believe we have additional opportunities in certain international markets. For example, in India, we intend to leverage our relationships with leading reactor design firms to capitalize on the
 
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opening of the nuclear end market to U.S. and European firms. Another such market is the European dosimetry services market. Through acquisitions, we have developed our presence in the Netherlands and Germany, and we plan to continue expanding into other European countries. Other markets for expansion include the Middle East, Eastern Europe and the former Soviet Union, where we intend to increase our presence by leveraging relationships with local partners.
 
  •  
Customer outsourcing.
We believe we will continue to capitalize on customer outsourcing within the nuclear end market. Within the United States, several NPP operators have recently outsourced their dosimetry services in order to reduce costs. We have been able to benefit from economies of scale as well as advantages in materials procurement and processing technology to provide enhanced dosimetry services to many of these NPPs at a lower cost.
 
  •  
Service privatization
. In regions outside the United States, dosimetry services have historically been provided by government agencies. However, privatization of dosimetry services is occurring in some regions, such as Europe. As illustrated by our acquisitions in the Netherlands and Germany, providers seek to reduce costs and benefit from enhanced service offerings. This provides us with an opportunity to leverage our expertise and North American service experience, where we have demonstrated a strong track record of success, to expand market share in other geographies.
 
  •  
Expand into new end markets
. We periodically review our adjacent markets and identify opportunities for expansion. For example, we have developed a new personal radiation detector, or PRD, called Accurad to expand our presence in the civil services markets such as the police and fire departments. We have also entered in the nuclear imaging and radiotherapy markets through the acquisitions of Capintec, Biodex and Sun Nuclear in fiscal 2020 and 2021.
 
  •  
New applications for existing technologies.
A portion of our development effort is focused on adapting existing technologies to alternative applications. For example, we have adapted the technology used for the medical and nuclear markets to develop the Mirion Battlefield Dosimeter which is currently being deployed by the U.S. Army and the U.S. Navy.
Develop new products and services
.
We believe that significant near-term opportunities exist for us to develop new products and services by capitalizing on our understanding of our customers’ needs and requirements. Cross pollination of technologies between end markets also drives new growth opportunities. For example, we created a new product called evrCAM to meet the needs of the radiation oncology market by leveraging our core technology from decades of experience in radiation tolerant cameras for the nuclear power industry.
Continuously improve our cost structure and productivity
.
As we continue to grow our business, we have implemented a coordinated program of ongoing operating improvements, such as optimizing our manufacturing footprint, rationalizing excess costs and minimizing working capital requirements. We are continuously implementing Mirion’s business system principles to challenge our practices and improve our performance across all our businesses. For example, we have optimized and simplified our footprint by transferring the activities from our facilities in Hamburg, Germany, in Oulu, Finland and in Horseheads, NY to other Mirion sites. Our global procurement team also delivers value across the business from sourcing of key materials and services to supply chain design.
Pursue strategic
acquisition
s
.
We have successfully integrated acquisitions to augment our organic growth. We were formed by the merger of Global Dosimetry Solutions, or GDS, Imaging and Sensing Technologies, or IST, and Synodys in 2005. In 2016, we acquired Canberra Industries, which is our largest acquisition to date. Between October 2018 and December 2020, we acquired eight companies, with the objective of complementing our portfolio, reinforcing our supply chain and expanding into new markets such as nuclear imaging and radiotherapy. Since then, we have effectively integrated these businesses, creating a global platform of ionizing radiation detection and measurement solutions. We continuously monitor potential acquisitions and intend to further complement our organic growth with selective acquisitions that enhance our existing products and services, strengthen our position with existing customers and enable us to expand into new markets.
 
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As of December 2020, we believe our core addressable market represents approximately $4 billion of annual revenue and we have identified eight attractive adjacent markets related to ionizing radiation technology with a total market size of approximately $13 billion that we believe we can expand into. In combination with our estimated $4 billion core addressable market, this represents a total estimated addressable market of $17 billion.
Adjacent markets for expansion were identified based on a set of criteria measuring the attractiveness of the segments (market growth, market profitability, valuation multiples, current market size), their accessibility (executability, possibility to become the leader of the segment, proximity with our core business) and their relation to ionizing radiation technology. Identified adjacent markets with approximate market sizes as of December 2020 (based on our estimates in consultation with a global consulting firm) include:
 
  •  
Adjacent markets within radiation therapy include external beam-proton (proton therapy equipment for treatment of tumors; $0.7 billion market size) and external beam-advanced stereotactic (equipment for radiotherapy systems which target the tumor from multiple angles; $0.7 billion market size).
 
  •  
Adjacent markets within nuclear medicine include planar scintigraphy (diagnosis equipment to image the distribution of radioactive material within a patient’s body; $0.3 billion market size) and radiopharmaceuticals (market surrounding drugs containing radioactive isotopes for imaging and therapeutics purposes; $5.1 billion market size).
 
  •  
Adjacent markets within ionizing radiation sterilization include equipment market (equipment used for sterilization procedures; $0.7 billion market size) and service market (sterilization as a service; $1.4 billion market size).
 
  •  
Additional adjacent markets include non-destructive testing equipment market (equipment to detect flaws using radiation; $1.2 billion market size), X-ray screening security market (airport & civil security; $2.5 billion market size) and adjacent sub-system supplier markets (equipment for radiation therapy external beam Linacs, nuclear medicine 3D imaging and dental imaging; $0.8 - $1.1 billion market size).
Our Segments
Medical
Our Medical segment encompasses five major product categories focused on supporting applications in medical diagnostics, cancer treatment, practitioner safety and rehabilitation. Our products in these fields are focused on enhancing the effectiveness and safety of life-saving procedures.
 
  •  
Cancer Diagnostics and Therapeutics QA
: we provide integrated solutions for independent quality management in the diagnosis and treatment of cancer. Our suite of patient, machine, and diagnostic QA solutions are relied on in the field to mitigate errors, reduce inefficiencies, validate technologies/techniques and elevate the quality of clinical care. Our products include arrays for machine and patient QA solutions, software platforms for centralized analysis and data storage, lasers to align Linacs to patient or QA devices, and phantoms (devices to simulate the imaging and radiation dose absorption characteristics of human tissue) for machine and patient QA.
 
  •  
Nuclear Medicine and Medical Imaging
: we provide solutions for patient dosing, imaging, diagnosis and radiopharma production and handling as well as specialized medical imaging tables and accessories that support imaging techniques and procedures. Our products include our range of dose calibrators, radiation shielding, phantoms for quality assurance, phantoms, thyroid uptake systems, lung scan ventilation systems, ultrasound tables, C-Arm tables and accessories.
 
  •  
Medical Imaging
: we provide specialized medical imaging tables and accessories that support imaging techniques and procedures, including ultrasound tables,
C-Arm
tables and accessories.
 
  •  
Dosimetry Services
: our product offering is an information service, which provides environmental radiation monitoring services, as well as an official dose of record to employers and occupationally
 
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exposed employees, enhancing the effectiveness and efficiency of radiation safety programs at practitioner sites. Key product lines include the innovative Instadose dosimetry platform, optically stimulated luminescence, or OSL, dosimeters, and our range of eye, finger, and extremity dosimeters that integrate with our Dose Central data platform.
 
  •  
Rehabilitation
: we provide neuromuscular assessment and rehabilitation technology solutions. Our products are used to manage and rehabilitate the physical and performance deficits that cause functional limitations. Our technology safely progresses a patient through the physical rehabilitation progress. Our rehabilitation products are used in patients throughout the continuum of life – from injuries requiring sports medicine and orthopedics to interventions for our aging population such as fall prevention and all ages with neurologic conditions due to strokes, Parkinson’s Disease, spinal cord and traumatic brain injury. Our products include isokinetic testing and rehabilitation systems, balance assessment and rehabilitation, specialized gait training treadmills, body weight support training systems and upper, lower and total body ergometers.
Industrial
Our Industrial segment is focused on addressing critical radiation safety, measurement and analysis applications across defense, nuclear energy, laboratories and research and other industrial markets.
Reactor Safety and Control Systems:
we provide radiation monitoring systems and reactor instrumentation and control systems that ensure the safe operation of nuclear reactors and other nuclear fuel cycle facilities. Product lines include, but are not limited to, a range of areas such as effluent release and operational process monitors, as well as
in-core
and
ex-core
detector systems, electrical penetrations, boron meters, and nuclear containment seals. Select product categories include:
 
  •  
Radiation Monitoring Systems
: sensors, displays, control electronics and software used for barrier leak control, effluent release monitoring, operational process monitoring and “post event” monitoring in NPPs, nuclear fuel cycle industry, research reactors and laboratories, military reactors and installations.
 
  •  
Reactor Instrumentation and Control Equipment and Systems
: sensors, cables and electronics designed to monitor radiation and temperature within a reactor core and in surrounding areas.
 
  •  
Neutron Flux Measurement Systems
: sensors, displays, control electronics and software used to control the core of a reactor in NPPs, research reactors, and military reactors.
Radiological Search, Measurement and Analysis Systems
: we provide solutions to locate, measure and perform
in-depth
scientific analysis of radioactive sources for radiation safety, security, and scientific applications. Product portfolios include but are not limited to our laboratory and scientific analysis systems (gamma/alpha spectroscopy, alpha/beta counting, specialty detectors, spectroscopy software), radiation measurement and health physics instrumentation (contamination and clearance monitors, portable radiation measurement, electronic dosimetry, telemetry, waste measurement) and search and radiological security systems (Military CBRNE, or Chemical, Biological, Radiological, Nuclear and high-yield Explosives, security and search). We also provide a wide range of
on-site
managed and professional services to our end market customers. Select product categories include:
 
  •  
Dosimeters
: active and passive dosimeters which monitor radiation dose rate and cumulative dose, along with readers, calibrators, telemetry, software and other accessories.
 
  •  
Contamination and Clearance Monitors
: stationary systems designed to detect radioactive contamination of people, waste, tools, laundry, vehicles and cargo.
 
  •  
Detection
 & Identification Devices
: hand-held and fixed devices to detect and locate ionizing radiation.
 
  •  
Customized Research Detectors
: highly customized detectors for scientific research, including nuclear physics research, space and synchrotron applications, and ruggedized detectors.
 
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  •  
Environmental Monitoring Systems
: sensors, displays, control electronics and software used for environmental monitoring in NPPs, nuclear fuel cycle industry, research reactors and laboratories, military reactors and installations.
 
  •  
Radiochemistry
: high precision instruments for detection and analysis of sample radioactivity, identification of radionuclide and quantification of activity used in laboratories, research, education, defense and NPPs.
 
  •  
Imaging Systems:
radiation-hardened imaging systems for nuclear fuel handling, control, monitoring and inspection; reactor vessel maintenance; underwater surveillance; tank and vessel inspection; and cameras for remotely operated vehicles.
 
  •  
Waste measurement systems
: systems to measure the radioactivity content of waste such as gamma neutron counting systems,
non-destructive
assay systems and neutron counting systems
 
  •  
Services
: we offer services to measure and analyze nuclear material more efficiently, calibration services, customer training programs, installation of instruments and software, technical support and repairs for Mirion products, as well as local operational support, technical support, and a wide range of consulting services
Competition
The global markets for our products and services are competitive and continually evolving. Within each of our operating segments, we encounter a variety of competitors, ranging from small independent companies providing niche solutions to larger multi-national corporations providing a broader set of products and services to our targeted end markets. We believe that the principal bases upon which we compete in our target end markets include product quality and reliability, technical capability and product qualification, strength of customer relationships, customer service and price. In particular, customers in the defense and nuclear end markets tend to emphasize product quality and reliability, technical capability and strength of supplier relationships, while customers in the medical end markets, in particular for passive dosimetry products and services, tend to make purchasing decisions based on a combination of brand recognition, price, service and reliability.
We believe the primary competitors in each of our segments are as follows:
 
  •  
Medical: Landauer (Fortive), PTW, IBA, Standard Imaging, Comecer and LAP
 
  •  
Industrial: Thermo Fisher Scientific, Ortek (Ametek), FLIR (Teledyne), Framatome, Ludlum, Fuji Electric, Caen System, Fluke (Fortive) and Berthold Technologies
Research and Development
Our research and development efforts allow us to introduce new products to the marketplace, fulfill specific customer needs and continue to meet qualification requirements and other evolving regulatory standards. Our Medical and Industrial segments are committed to both technology research and product development to fulfill their strategic objectives and are supported by our engineering and research and development organization consisting of 381 scientists, technicians and engineers, representing approximately 14% of our total workforce, as of June 30, 2021. A number of these individuals participate in international standards setting organizations and committees. We engage in research and development activities at most of our facilities worldwide.
Our research and development expenses were $29.4 million, $15.9 million and $14.0 million for fiscal years 2021, 2020 and 2019. We conduct these efforts through a mix of
in-house
research, collaboration with academia, customers and regulatory authorities as well as selected outsourcing through external vendors. The scope and extent of the outsourced portion of research and development activities vary by segment but typically, critical hardware design, software development and project management activities are conducted
in-house
while specialized services such as consulting services, algorithm design, thermal analysis, complex modeling and calculations and testing services are provided by third parties.
 
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Sales and Marketing
We sell our products and services through our direct sales organization and indirectly through our global network of independent, third-party sales representatives and distributors. Our internal sales team is organized by operating segment and end market to provide a higher level of service and understanding of our customers’ unique needs. We have 14 sales offices throughout North America, Europe and Asia, and as of June 30, 2021, our sales and marketing personnel consisted of 236 employees, which represents approximately 9% of our total workforce.
We derive a portion of our revenue from sales of our products and services through channel partners, such as independent sales representatives and distributors. In particular, our independent sales representatives are an important source of sales leads for us and augment our internal resources in remote geographies. We sell through distributors in situations in which our customers prefer to purchase from a local business entity or purchase in smaller volume.
Our marketing activities include participation in many tradeshows worldwide across our defense, medical and nuclear end markets. We advertise in technical journals, publish articles in leading industry periodicals and utilize direct mail campaigns.
Except when prevented by exceptional circumstances (for example, the
COVID-19
crisis), we host our Mirion Connect Seminar annually, where customers participate in a variety of programs designed to exchange ideas and discuss occupational challenges. The event also brings together key channel partners and vendors to strengthen our sales and marketing network. Attendees gain insight into our product plans and participate in interactive sessions that give them the opportunity to better understand our current suite of products and services as well as provide feedback on our product roadmap.
Our Customers
Our principal customers include hospitals, clinics and urgent care facilities, dental offices, veterinary offices, radiation treatment facilities, OEMs for radiation therapy, laboratories, military organizations, government agencies, industrial companies, power and utility companies, reactor design firms and NPPs. We have long-standing relationships with our customers. For fiscal 2021, no customer accounted for greater than 7% of our consolidated revenue, our top ten customers together accounted for approximately 26% of our consolidated revenue, and our top five customers represented 18% of our consolidated revenue.
Manufacturing and Supply Chain
Given the diversity of our products, we employ numerous manufacturing techniques, including high-volume process manufacturing, discrete manufacturing, cellular manufacturing and hybrid approaches. Our production personnel engage in manufacturing, procurement and logistics activities. Our production activities are located in the United States, Canada, France, Germany, Belgium, Estonia, Finland and the United Kingdom. As of June 30, 2021, our production personnel consisted of 1,127 employees, which represents approximately 42% of our total workforce.
Our manufacturing activities are focused mainly on the production of the core
value-add
devices and components of our products, while
non-core
components and
sub-assemblies
are generally outsourced. This strategy enables us to protect important intellectual property and trade secrets while minimizing the time, cost and effort to produce commoditized components. Most of the time, the design, assembly and integration of the components are performed
in-house,
allowing our engineers to customize the products according to customer specifications. For highly engineered nuclear products, production volumes are typically low. For other product lines, such as, the DMC 3000 Electronic Dosimeter, the Mirion Battlefield Dosimeter, Accurad PRD and the Instadose dosimeter, production volumes tend to be higher. We apply rigorous quality control processes and calibrate
 
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radiation detection devices internally, leading to high quality standards and customization capabilities. Most of our production sites are certified to production quality standards such as those of ISO 9001, the U.S. Nuclear Regulatory Commission (10 C.F.R. 50 Appendix B) and the American Society of Engineers (ASME
NQA-1).
The principal materials used in our manufacturing processes are commodities that are available from a variety of sources. The key metal materials used in our manufacturing processes include precious metals, tungsten, copper, aluminum, magnesium products, steel, stainless steel and various alloys, which are formed into parts such as detectors, sensors, metal housings and frames, and cable assemblies. The key
non-metal
materials used in our manufacturing processes include amorphous and crystalline scintillator materials, ceramics, epoxies, silicon and fused silica, polyethylene, polyurethane and injection molded plastic parts and components such as lenses, monitors, sensors, dosimeters, electronic boards, detectors and cables.
Properties
We maintain offices and manufacturing facilities at approximately 38 locations, in 12 countries. Our principal executive offices are located at 1218 Menlo Drive, Atlanta, Georgia. We are also a lessee under a number of operating leases for certain real properties, including our principal executive offices, and equipment. In addition to our executive offices, our principal properties include two facilities in Lamanon, France and our facility in Meriden, Connecticut. We lease our principal executive offices in Atlanta, Georgia, and our lease expires in 2031. We own our facilities in Lamanon, France and in Meriden, Connecticut. Management believes that the existing manufacturing facilities are adequate for our operations and that the facilities are maintained in good condition. We do not anticipate difficulty in renewing leases as they expire or in finding alternative facilities.
Intellectual Property
The success of our business depends, in part, on our ability to maintain and protect our proprietary technologies, information, processes and
know-how.
We rely on a combination of intellectual property rights, including trade secrets, patents, copyrights and trademarks, as well as contractual protections, to protect our proprietary products, methods, documentation and other technology.
As of June 30, 2021, we own approximately 76 issued U.S. utility patents, 95 issued foreign utility patents (including in Canada, the European Union, Russia, China and Japan), four pending U.S. utility non-provisional patent applications, four pending foreign utility patent applications (including in the European Union and France) and two pending Patent Cooperation Treaty, or PCT, patent applications. These issued patents are expected to expire between 2021 to 2038 and these pending applications, if issued, are expected to expire between 2039 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees. Mirion does not expect the expiration of any of the patents that are scheduled to expire in 2021 to have a material impact on its business. These patents include one co-owned issued U.S. patent and three co-owned issued foreign patents. We also hold exclusive and non-exclusive licenses related to patents and other intellectual property of third parties. We also own trademark registrations or registration applications for Mirion in the United States and in certain foreign jurisdictions.
Medical Segment
As of June 30, 2021, we own approximately 37 issued U.S. utility patents, 26 issued foreign utility patents (including in the European Union, China, Japan and Canada), three pending U.S. non-provisional utility patent applications and one pending foreign utility patent application in the European Union that include claims directed to products in our medical segment, including our cancer diagnostics and therapeutics QA, occupational dosimetry, medical imaging and nuclear medicine equipment products. These issued patents are expected to expire between 2021 to 2038 and these pending applications, if issued, are expected to expire between 2039 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees.
 
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Industrial Segment
As of June 30, 2021, we own approximately 40 issued U.S. utility patents, 69 issued foreign utility patents (including in the European Union, Canada, Russia and Japan), one pending U.S. non-provisional utility patent application, three pending foreign utility patent applications (including in the European Union and France) and two pending PCT patent applications that include claims directed to products in our industrial segment, including our alpha/beta counting instruments, contamination and clearance monitors, gamma spectroscopy software and detector systems, NDA and waste measurement systems, portable radiation measurement instruments, radiation monitoring systems and reactor instrumentation and controls products. These issued patents are expected to expire between 2021 to 2037 and these pending applications, if issued, are expected to expire between 2032 to 2040, in each case without taking into account any possible patent term adjustment or extensions and assuming payment of all appropriate maintenance, renewal, annuity, or other governmental fees. These patents include one co-owned issued U.S. patent and three co-owned issued foreign patents.
In many instances, we rely on trade secret protection and confidentiality agreements to safeguard our interests. Due to the long useful life of certain aspects of our technology, we believe that the patent registration process, which requires public disclosure of patented claims and inventions, could harm our competitive position. We differentiate our products and technologies primarily through our proprietary
know-how,
technology or data that are not covered by patents or patent applications, including technical processes, equipment designs, testing and other procedures. Our employees are generally required to assign to us all of the inventions, designs and technologies they develop during the course of employment with us, either through written agreements or by operation of law, depending on the jurisdiction. Where appropriate, we require third parties with whom we deal to enter into agreements with us that address issues of confidentiality and intellectual property. For a discussion of the risks and uncertainties affecting our business related to our protection of intellectual property and other proprietary information, please see “
Risk Factors—Legal and Regulatory Risks
”.
Environmental Matters
We are subject to a variety of environmental, health and safety and pollution-control laws and regulations in the jurisdictions in which we operate. We use, generate, discharge and dispose of hazardous substances, chemicals and wastes at some of our facilities in connection with our product development, testing and manufacturing activities. In addition, some of our facilities are located on properties with a history of use involving hazardous substances, chemicals and wastes and may be contaminated.
Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA (also known as the Superfund Law) and its state analogues, we may be subject to joint and several liability for environmental investigations and cleanups, including at properties that we currently or previously owned or operated, or at sites at which waste we generated was disposed, even if the contamination was not caused by us or was legal at the time it occurred. Although we have not incurred any material liabilities in connection with contamination, we may be required to make expenditures for environmental remediation in the future with respect to contamination at our or our predecessors’ former or current facilities or at third-party waste disposal sites under these laws. The Resource Conservation and Recovery Act of 1976 as amended by the Hazardous and Solid Waste Amendments of 1984, or RCRA, provides a comprehensive framework for the regulation of hazardous and solid waste which applies to our operations. RCRA prohibits improper hazardous waste disposal and imposes criminal and civil liability for failure to comply with its requirements. The Toxic Substances Control Act of 1976, or, TSCA provides a comprehensive framework for the management by the EPA of over 60,000 commercially produced chemical substances, some of which are used by our operations. The Clean Water Act regulates the discharge of pollutants into certain waters and may require us to apply for and obtain discharge permits, conduct sampling and monitoring and, under certain circumstances, reduce the quantity of pollutants in those discharges. The Occupational Safety and Health Act, or OSHA provides for the establishment of standards governing workplace safety and health requirements, including setting permissible exposure levels for hazardous
 
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chemicals. We must follow OSHA standards, including the preparation of material safety data sheets, hazardous response training and process safety management, as well as various record-keeping, disclosure and procedural requirements.
Our operations outside the United States are subject to similar, and sometimes more stringent, laws and regulations. For example, an EU directive relating to the restriction of hazardous substances in electrical and electronic equipment, or RoHS directive, and a directive relating to waste electrical and electronic equipment, or WEEE directive, have been implemented in EU member states. Among other things, the RoHS directive restricts the use of certain hazardous substances in the manufacture of electrical and electronic equipment and the WEEE directive requires producers of electrical goods to be responsible for the collection, recycling, treatment and disposal of these goods. China and South Korea and certain other jurisdictions have laws similar to the RoHS and WEEE directives. In addition, the EU has a regulation regarding the registration, authorization and restriction of chemical substances in industrial products, or REACH. REACH and other regulations requires us or our suppliers to substitute certain chemicals contained in our products with substances the EU considers less dangerous. See “
Risk Factors—Legal and Regulatory Risks—We could incur substantial costs as a result of violations of, or liabilities under, environmental laws
.”
Regulation
We are subject to a variety of laws and regulations, including but not limited to those of the United States, Canada, the EU, the EU member states and the People’s Republic of China, that impose regulatory systems that govern many aspects of our operations. In addition, these jurisdictions impose trade controls requirements that restrict trade to comply with applicable export controls and economic sanctions laws and requirements, and legal requirements that are intended to curtail bribery and corruption. These laws and regulations apply by virtue of the nature of our industry, end markets and products, as well as the range of potential uses of our products, the origin of the technology incorporated into our products, and the jurisdictions in which we produce and sell our products.
The multi-jurisdictional legal and regulatory environments in which we operate are subject to extensive and changing laws and regulations administered by various national, regional and local governmental agencies both within and outside the United States.
We are a federal government contractor and, as such, we are subject to Executive Order 11246 and other relevant laws and regulations. As part of our compliance obligations, we implement on an annual basis an affirmative action plan and program which, in part, include our good faith efforts to achieve in our workforce full utilization of qualified women and minorities. In addition, we have in place an affirmative action plan with respect to disabled individuals, as well as Vietnam era, disabled or other veterans.
Some of the U.S. laws affecting our operations include, but are not limited to, the Atomic Energy Act, or AEA, the Energy Reorganization Act of 1974, or ERA, as well as the state laws governing radiation control in the states of New York, Georgia, California, Connecticut, Tennessee, New Jersey, Florida and Wisconsin, each as from time to time amended. We are also subject to a variety of U.S. federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, the Worker Adjustment and Restructuring Notification Act, or WARN Act, which requires employers to give affected employees at least 60 days’ notice of a plant closing or mass layoff, and other regulations related to working conditions, wage-hour pay, overtime pay, employee benefits, anti-discrimination and termination of employment. We are also subject to the employment and labor laws and regulations of the foreign jurisdictions where many of our employees are located. The classified work that we currently perform at one of our U.S. facilities subjects us to the industrial security regulations of the Department of Defense and other federal agencies that are designed to safeguard against unauthorized access by foreigners and others to classified and other sensitive information.
In the United States, the AEA and ERA authorize the NRC, and state authorities where applicable, to regulate the receipt, possession, use and transfer of radioactive materials. The NRC, and state authorities where applicable,
 
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sets regulatory standards for worker protection and public exposure to radioactive materials or wastes to which we are required to adhere in our operations that use radioactive materials in research and development, product manufacture, testing and calibration.
Certain of our products require the use of radioactive sources. For certain of our products, these radioactive sources are often obtained by our customers directly from third-party providers, and for others, we directly incorporate these radioactive sources into our products. Certain of our reactor instrumentation and control equipment and systems for NPPs incorporate radioactive materials. In all such cases, licenses for radioactive sources and materials are provided by the appropriate regulatory authority in the relevant jurisdiction and such authorities may be at the state or national level. For example, at our sites in the United States that handle radioactive sources or materials, the appropriate licenses are issued by state-level authorities which are, respectively, the New York State Department of Health, Georgia Department of Natural Resources, California Department of Public Health, Connecticut Department of Energy & Environmental Protection, New Jersey Department of Environmental Protection, Tennessee Department of Environment and Conservation, Florida Department of Health and Wisconsin Department of Health Services. Similarly, licenses for radioactive sources and materials are maintained at each of our international sites where such licenses are required, including in Belgium, China, Canada, Estonia, Finland, Germany, France, Japan and the Netherlands.
While the specific process and criteria for receiving a license differ from jurisdiction to jurisdiction, it generally involves an application process in which we: identify a person or persons who have appropriate training and experience to be a health physics/radiation safety officer; specify the radioactive sources or materials sought to be licensed, their physical form (i.e., sealed or unsealed) and maximum possession limits on the amount of each type of radioactive element or compound sought under the license; specify their intended use (e.g., calibration, testing, quality assurance, manufacturing); and, set forth written policies and procedures to ensure that we have adequate measures in place to ensure health and safety. These policies and procedures typically must be designed to ensure worker, workplace, and public safety, including emergency plans; set forth the proper handling, control and security of radioactive sources or materials on site; detail any disposal or decommissioning considerations; and adequately train personnel at the site in proper access to, and handling of, radioactive sources or materials.
The particular license requirements in a given jurisdiction are normally tailored to the specific radioactive elements or compounds involved, their physical form, and possession limits. Once authorities complete their application review and any required
follow-up,
the authority issues the site a license which imposes specific
on-going
compliance obligations that typically include requirements for us to pay periodic licensing fees, submit periodic written compliance reports, and agree to periodic site inspections by regulators, which may be announced or unannounced. Once a site has an existing license, the process for expanding or reducing the licensing scope generally is simpler than applying for a new license.
We have numerous licenses in effect at our various facilities in the United States, Canada, Finland, Germany, France, China, Japan, the Netherlands, Belgium and Estonia and the expiration dates of individual licenses differ by their term and effective date. Typical license terms range from two to five years, with authorities in some jurisdictions (e.g., Finland and Bavaria, Germany) issuing licenses that are perpetual subject to our
on-going
license compliance. For radioactive materials licenses in the United States, preapproval is generally required from the NRC or Agreement State regulator before a direct or indirect transfer of a license, whether done through a sale or acquisition, restructuring, or other method. While specific regulations vary by jurisdiction, generally a license may be terminated by the regulatory authority immediately upon a finding of a substantial safety violation or other material violation of licensing requirements. For more minor violations, regulatory authorities typically provide the licensee with a written statement of deficiency or notice of violation stating required remediation steps, or requesting the licensee to identify corrective actions, and a demand for proof of remediation; depending on the severity of the violation, a
re-inspection
of the site may be performed by the authority to ensure adequate remedial steps have been completed.
In most cases, our various sites (including our predecessors) have held, maintained and (where required) renewed their licenses for a decade or more. In all cases, the licenses we require related to radioactive sources or materials
 
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are current and in force and, to the best of our knowledge, we are not aware of any basis to expect that any existing licenses subject to periodic renewals will not be renewed.
As a supplier of equipment and systems to the nuclear power industry, we are subject to regulations promulgated by the NRC that are applicable to vendors. Owners of nuclear power plants in the United States are licensed to build, operate, and maintain those plants by the NRC. Their license and applicable NRC regulations require that they qualify their suppliers and contractors to ensure that the suppliers and contractors comply with NRC regulations. The NRC has a robust inspection regime for commercial nuclear plants, which includes verification that, for example, design, procurement, maintenance, and radiation protection programs comply with NRC safety and quality assurance regulations and requirements. Inspections of nuclear materials licensees are conducted frequently, in areas such as personnel training, radiation protection, and security of nuclear materials. Parts of the NRC’s inspection regime—including portions of 10 C.F.R. Part 21 on reporting of defects and noncompliance and Appendix B of 10 C.F.R. Part 50 related to Quality Assurance—are also directly applicable to contractors, suppliers, and other
non-licensees.
The NRC routinely conducts inspections at vendor sites on these matters and others. As a supplier to the nuclear power industry, we must demonstrate to our customers that we comply with NRC regulations related to quality assurance, reporting of defects and safety issues, security and control of personnel access and conduct. Section 170 of the AEA, which is known as the Price-Anderson Act, supports the nuclear services industry by offering broad nuclear liability and insurance coverage and indemnification to commercial NPP operators and their suppliers, as well as Department of Energy, or DOE, contractors, for liabilities arising out of nuclear incidents at power plants licensed by the NRC and at DOE nuclear facilities. The indemnification authority of the NRC and DOE under the Price-Anderson Act was extended through 2025 by the Energy Policy Act of 2005. Our nuclear power plant customers are covered by the nuclear liability insurance and indemnification provisions of the Price-Anderson Act. In addition, other jurisdictions have similar nuclear liability protection and indemnification regimes for nuclear facilities.
We deal with numerous U.S. and
non-U.S.
government agencies and entities, including the U.S. military, the armed forces of many NATO countries, the U.S. Department of Defense, the U.S. Department of State, the U.S. Department of Treasury, the U.S. NRC, the U.S. Department of Energy, the U.S. Department of Homeland Security and the corresponding governmental agencies and entities in the European Union and Canada. When working with these and other government agencies and entities, we must comply with, and are affected by, laws and regulations relating to the formation, administration and performance of contracts. These laws and regulations, among other things require certification and disclosure of all cost or pricing data in connection with various contract negotiations; impose acquisition regulations that define allowable and unallowable costs and otherwise govern our right to reimbursement under various cost-based U.S. government contracts; and restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.
Export Controls
Our products and technologies are subject to export controls under the laws of the United States, Canada, the United Kingdom and the member states of the European Union. Depending on a number of factors, including the specific product or technology, the origin of that product or technology, the destination, the
end-user
and the
end-use,
exports of our products and technologies may require export licenses, permits or other authorizations from government export control authorities. Whether we will be able to conclude proposed transactions involving products or technologies that are subject to those export licensing requirements will depend on the relevant government agency’s determination on whether the proposed transaction is consistent with the exporting country’s national security and foreign policy interests.
As examples of export control laws and regulations potentially applicable to our products and technologies, our products, when manufactured in or exported from the United States, are subject to export controls under the U.S. Department of Energy’s Part 810 regulations (10 C.F.R. Part 810) governing transfer of commercial nuclear technology and assistance, the U.S. Commerce Department’s Export Administration Regulations, or EAR, the
 
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U.S. State Department’s International Traffic in Arms Regulations, or ITAR, or the Nuclear Regulatory Commission’s, or NRC, export licensing regulations in 10 C.F.R. Part 110 governing exports of nuclear materials and equipment. Canadian and EU export control regimes have separate, sometimes overlapping requirements, which must also be considered for a proper export compliance system.
We have implemented detailed export control compliance procedures, in the form of our Export Management and Control Program, EMCP, to identify those products, technologies and transactions for which export licenses, permits or other authorizations are required, and to assure that all transactions are handled in accordance with all applicable export control laws and regulations. Among other things, the Mirion EMCP includes (i) third party service provider screening of all parties against the various governments’ lists of prohibited, restricted and sanctioned parties;
(ii) end-use
reviews and certification procedures; (iii) monitoring regulatory announcements; and (iv) periodic reviews of applicable export control regulations in order to assure that the compliance procedures are up to date and properly maintained. See “
Risk Factors—Legal and Regulatory Risks—Legal compliance with import and export controls, as well as with sanctions, in the United States and other countries, is complex, and compliance restrictions and expenses could materially and adversely impact our revenue and supply chain
.”
Economic Sanctions
Various United States laws and regulations implemented by the U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, impose economic sanctions on certain countries, business entities and individuals. Those OFAC economic sanctions regulations: (i) impose comprehensive commercial and financial embargoes on transactions directly and indirectly with Cuba, Iran, North Korea, Syria or the Crimean Region, including any entity or person located in those jurisdictions; and (ii) include a very substantial list of persons and entities that have been determined to be closely affiliated with the government of an embargoed country, engaged in or supporting international terrorism, trafficking in narcotics, engaged in activities related to the proliferation of weapons of mass destruction, or otherwise acting in a manner contrary to United States foreign policy interests. United States persons (i.e., United States citizens, permanent residents and companies) are generally prohibited from engaging in any transaction which involves any property or any interest in property in which an embargoed country, a person in an embargoed country or a person on the OFAC list of sanctioned parties has an interest. The prohibitions on engaging in transactions with Cuba and Iran also extend to foreign subsidiaries of United States companies. Moreover, no United States person may approve, ratify, participate in, or otherwise “facilitate” any offshore transaction between a foreign company and any country, entity or person that is sanctioned under the OFAC economic sanctions regulations. The Department of Commerce’s Bureau of Industry and Security, or BIS, keeps an Entity List and other sanctions-related lists that are separate from the OFAC requirements.
Violations of United States export control regulations or the OFAC economic sanctions regulations are punishable by criminal and civil fines, imprisonment, loss of export privileges, debarment from United States Government contracts and, in extreme cases, listing on the OFAC list of sanctioned parties. See “
Risk Factors—Legal and Regulatory Risks—Legal compliance with import and export controls, as well as with sanctions, in the United States and other countries, is complex, and compliance restrictions and expenses could materially and adversely impact our revenue and supply chain
.”
Anti-Corruption Laws
We are subject to anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act, or FCPA, the United Kingdom Bribery Act, or UKBA, and anti-corruption laws enacted in various other countries which implement the Organization of Economic Cooperation and Development’s, or OECD’s, Convention on Combating Bribery of Foreign Officials in International Business. Those laws generally prohibit any person or company from making payments to any “foreign official” for the purpose of obtaining or retaining business or obtaining any other unfair or improper advantage.
 
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In particular, the FCPA prohibits any publicly traded company, or issuer, and any domestic concern from paying or giving, or promising or offering to pay or give, any money or any other thing of value directly or indirectly to a foreign official for the purpose of obtaining or retaining any business or obtaining any other unfair advantage. An issuer or domestic concern may be liable for penalties for violation of the FCPA if it make a payment, or provides any other thing of value, to a third party, such as a distributor, sales representative or other third party with knowledge that some or all of that money or thing of value will be paid or given to a foreign official for an improper purpose. In addition, the FCPA imposes upon issuers obligations to maintain complete and accurate books and records of account and to establish internal accounting controls, in order to prevent the diversion of corporate funds to the payment of bribes and other improper payments, and to prevent the establishment of “off books” accounts that might be used to fund improper payments to foreign officials.
Violations of the FCPA are punishable by criminal and civil fines and imprisonment and disgorgement of revenues derived from improper conduct. Any investigation or proceeding involving allegations of improper payments under the FCPA could have a material adverse effect on our business, financial condition, results of operations, standing with customers, particularly government customers, and/or business reputation. See “
Risk Factors—Legal and Regulatory Risks—We must comply with the FCPA and analogous
non-U.S.
anti-bribery statutes including the UKBA. Our or our sales representatives’ or distributors’ failure to comply with such laws could subject us to, among other things, penalties and legal expenses that could harm our reputation and materially and adversely affect our business, financial condition and results of operations
.”
Compliance Procedures
To address the compliance challenges presented by the foregoing laws and regulations, we have adopted and implemented compliance policies and detailed compliance procedures. Our commitment to compliance with anti-corruption laws and regulations is memorialized in the Mirion Code of Ethics and Conduct, which sets forth our overall compliance policies and informs all Mirion employees of their compliance responsibilities. Our export controls and economic sanctions compliance policies are set forth in our Export Management and Compliance Program, or EMCP, and implemented at each of our sites via local procedures. Our compliance programs are reinforced with (i) ethics and compliance training for all employees; (ii) due diligence reviews of all prospective distributors, sales representatives and other third party intermediaries; (iii) detailed anti-corruption compliance contractual covenants in third-party agreements; (iv) detailed recordkeeping procedures; and (v) auditing of third parties’ business practices as needed.
Medical Device Regulation
We are required to register for permits and/or licenses with, obtain approvals from and comply with operating standards of the U.S. Food and Drug Administration, or FDA, the NRC, the U.S. Department of Health and Human Services, or HHS, the European Medicines Agency, or EMA, the U.K. Medicines and Healthcare Products Regulatory Agency, or MHRA, and other foreign agencies, and accrediting bodies depending upon the type of operations we are conducting and the location of product distribution, manufacturing and sale.
Many of our
products--for
instance our nuclear medicine products for cardiology, oncology, endocrinology, diagnostic radiology and radiation therapy; imaging products in the form of positioning devices, ultrasound tables and MRI stretchers; and our energy measurement products, including radiation monitoring and measuring instruments—in the medical end market are classified as medical devices and are subject to restrictions under domestic and foreign laws, rules, regulations, self-regulatory codes, circulars, and orders, including, but not limited to, the U.S. Food, Drug, and Cosmetic Act, or FDCA. We incur a number of costs associated with obtaining and maintaining the approval to market our products. Furthermore, the FDA conducts detailed inspections of and controls over our manufacturing, marketing, distribution, import and export, record keeping and storage and disposal practices, together with various post-marketing requirements.
Specifically, the FDCA requires these products, when sold in the United States, to be safe and effective for their intended uses and to comply with the regulations promulgated and enforced by the FDA. The FDA regulates the
 
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design, development, research, preclinical and clinical testing, introduction, manufacture, advertising, labeling, packaging, marketing, distribution, import and export, and record keeping for such products.
Medical devices can be marketed only for the indications for which they are cleared or approved. After a device has received 510(k) clearance (a pathway for the FDA to approve a new medical device for marketing) for a specific intended use, any change or modification that significantly affects its safety or effectiveness, such as a significant change in the design, materials, method of manufacture, or intended use, may require a new 510(k) clearance and payment of an FDA user fee.
Any medical devices we manufacture and distribute are subject to pervasive and continuing regulation by the FDA, state and certain other comparable foreign authorities. As a medical device manufacturer, our manufacturing facilities are subject to inspection on a routine basis by the FDA and other comparable foreign authorities, as well as audits by our notified body in the European Economic Area, or EEA, as described below. We are required to adhere to the Current Good Manufacturing Practices requirements, as set forth in the Quality Systems Regulation, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all phases of the design and manufacturing process.
We must also comply with post-market surveillance regulations, including adverse event reporting requirements, which require that we review and report to the FDA and other comparable foreign authorities any incident in which our products may have caused or contributed to a death or serious injury. Further, we are required to report any incident in which our product has malfunctioned if that malfunction would likely cause or contribute to a death or serious injury if it were to recur.
Labeling, advertising and promotional activities are subject to scrutiny by the FDA and other comparable foreign authorities and, in certain circumstances, by the Federal Trade Commission and other foreign counterparts. Medical devices approved or cleared by the FDA, foreign regulators, or our notified bodies may not be promoted for undocumented, unapproved or uncleared uses, otherwise known as
“off-label”
promotion. The FDA, other U.S. agencies and other comparable foreign authorities actively enforce the laws and regulations prohibiting the promotion of
off-label
uses.
The FDA can withdraw marketing authorization for a medical device product if compliance with regulatory standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product may result in restrictions on the product or complete withdrawal of the product from the market. Because our operations include the manufacture and distribution of nuclear medical products, we are also subject to regulation by the NRC and the departments of health of each state in which we operate, which leaves us with a complex collection of requirements to navigate.
Market access, sales and marketing of medical devices in
non-U.S.
countries are subject to foreign regulatory requirements that vary widely from country to country. The time required to obtain approval for marketing a medical device in a foreign country could be longer or shorter than the time required by the FDA. Furthermore, the requirements are different in each country. For example in the EEA, a medical device must meet the Medical Devices Directive’s, or MDD, Essential Requirements or the Medical Devices Regulation’s, or MDR, General Safety and Performance Requirements, if certified from May 26, 2021. Before placing a medical device on the EEA market, the manufacturer must prepare a declaration of conformity, certifying that the device complies with the MDD/MDR, and must then affix the CE mark. The notified body typically audits and examines the device’s technical documentation, and the quality system for the manufacture, design and final inspection of the relevant device before issuing a CE certificate. Following the issuance of this CE certificate, manufacturers may prepare the declaration of conformity and affix the CE mark to the devices covered by this CE certificate. Similar requirements apply in the UK. For access to the UK market, manufacturers must obtain a UKCA Certificate and affix a UKCA mark to their medical devices. However, the CE mark will be accepted in the UK until July 1, 2023.
 
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The standard by which conformity with applicable standards and directives is measured is dependent upon the type and class of the product, but normally involves a combination of self-assessment by the manufacturer and a third party assessment by a notified body. In the European Union, or EU, the third party assessment may consist of an audit of the manufacturer’s quality system (currently ISO 13485), provisions of the MDD and specific testing of the manufacturer’s device. Further, the MDR came into effect in the European Union on May 26, 2021, which requires us to obtain certification against the MDR to include a CE mark on new products, or make significant changes to existing products.
We are subject to additional regulations in other foreign countries, including, but not limited to, the United Kingdom and the EU to sell our products. We intend that either we or our distributors will receive any necessary approvals or clearance prior to marketing our products in those international markets.
We are subject to various healthcare related laws regulating fraud and abuse, research and development, pricing and sales and marketing practices, and the privacy and security of health information. In particular, the U.S. Federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving, or providing remuneration (including any kickback or bribe), directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made in whole or in part under a federal healthcare program, such as Medicare or Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Similar laws and regulations apply in many foreign countries.
The Health Insurance Portability and Accountability Act of 1996, or HIPAA, prohibits knowingly and willfully (1) executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private payors, or (2) falsifying, concealing, or covering up a material fact or making any materially false, fictitious, or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services. In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use and disclosure of patient identifiable health information, mandates the adoption of standards relating to the privacy and security of patient identifiable health information, and requires the reporting of certain security breaches with respect to such information. Similar to the U.S. Federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the healthcare fraud statute implemented under HIPAA or specific intent to violate it in order to have committed a violation. Similar laws and regulations apply in many foreign countries.
The False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal healthcare program, knowingly makes, uses, or causes to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly makes a false statement to avoid, decrease, or conceal an obligation to pay money to the U.S. federal government. The qui tam provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government alleging that the defendant has submitted a false claim to the federal government, and to share in any monetary recovery. In addition, the government may assert that a claim including items and services resulting from a violation of the U.S. Federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act. Similar laws and regulations apply in many foreign countries.
Federal consumer protection and unfair competition laws broadly regulate marketplace activities and activities that potentially harm consumers. Analogous U.S. state laws and regulations, such as state anti-kickback and false claims laws, also may apply to our business practices, including but not limited to, research, distribution, sales and marketing arrangements, and claims involving healthcare items or services reimbursed by any third-party payor, including private insurers. Further, there are state laws that require medical device manufacturers to comply with the voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws and regulations that require manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to
 
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healthcare professionals and entities; state and local laws requiring the registration of sales representatives; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA. Similar laws and regulations apply in many
non-U.S.
countries.
Privacy and Information Security Laws
In the ordinary course of our business, we collect, store, use transmit and otherwise process certain types of data, including personal information, which subjects us to certain privacy and information security laws in the United States and internationally, including, for example and depending on the particular activity, the EU General Data Protection Regulation, or GDPR and the California Consumer Privacy Act of 2018, or CCPA, and other laws, rules and regulations designed to regulate the processing of personal information and for example reduce risks of identity theft. These laws impose obligations with respect to the collection, processing, storage, disposal, use, transfer, retention and disclosure of personal information. In addition, under certain of these laws, we must provide notice to individuals of our policies and practices for sharing personal information with third parties, provide advance notice of any changes to our policies and in some cases give individuals the right to prevent processing of their personal information and disclosure of it to third parties. Further, all 50 states in the United States have laws including obligations to provide notification of unauthorized acquisition of personal information to affected individuals, state officers and others. Some laws may also impose physical and electronic security requirements regarding the safeguarding of personal information. In order to comply with privacy and information security laws, we have confidentiality and information security standards and procedures in place for our business activities. Privacy and information security laws evolve regularly, and complying with these various laws, rules, regulations and standards, and with any new laws or regulations or changes to existing laws, could cause us to incur substantial costs that are likely to increase over time, requiring us to adjust our compliance program on an ongoing basis and presenting compliance challenges, change our business practices in a manner adverse to our business, divert resources from other initiatives and projects, and restrict the way products and services involving data are offered. See “
Risk Factors—Legal and Regulatory Risks—Any actual or perceived failure to comply with evolving data privacy and data security laws and regulations in the jurisdictions where we operate, both inside and outside of the United States, could lead to government enforcement actions (which could include civil or criminal penalties), private litigation or adverse publicity and could materially and adversely affect our business.
”
Backlog and Deferred Contract Revenue
Total backlog represents committed but undelivered contracts and purchase orders at period end. Backlog excludes maintenance-related activity and agreements that do not represent firm purchase orders. Customer agreements that contain cancellation for convenience terms are generally not reflected in backlog until firm purchase orders are received. Backlog is not a complete measure of our future business due to these customer agreements. Backlog can fluctuate significantly due to the timing of large project awards. In addition, annual or multi-year contracts are subject to rescheduling and cancellation by customers due to the long-term nature of the contracts.
Deferred contract revenue represents prepayments from customers, including milestone or installment payments, on projects for which services have commenced, as well as unbilled amounts attributable to services rendered and products constructed associated with customer contracts for which revenue is not able to be recognized.
Information on backlog and deferred contract revenue follows (in millions):
 
    
As of June 30,
  
    
2021
     
2020
  
Backlog
    $ 715.8      $ 601.4  
Deferred contract revenue
      50.4        39.6  
 
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Legal Proceedings
From time to time, we are involved in various routine legal proceedings. We cannot predict the outcome of these lawsuits, legal proceedings and claims with certainty. Nevertheless, we believe that the outcome of these proceedings, even if determined adversely, would not have a material adverse effect on our business, financial condition and results of operations.
Human Capital Resources
As of June 30, 2021, we employed 2,554 full-time and part-time employees. Approximately 59% of our employees are in operations and we use talent acquisition and retention practices, including but not limited to: college and university recruiting programs; job fairs; compensation benchmarking; employee engagement; communication through email, social media and other communication platforms; employee development and training programs including mentoring, new product training for our sales and services organizations; Navex global training for our staff and management level employees; and, quarterly
check-ins
between employees and their managers as key human capital measures and objectives.
 
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MANAGEMENT OF NEW MIRION FOLLOWING THE BUSINESS COMBINATION
Board of Directors and Management
The following sets forth certain information, as of the date of this proxy statement/prospectus, concerning the persons who are expected to serve as directors and executive officers of the Company following the closing of the Business Combination and assuming the election of the nominees at the Special Meeting as set forth in “
Director Election Proposal
.”
 
Name
   
Age
   
Position
Thomas D. Logan   
60
    Director Nominee, Founder and Chief Executive Officer
Brian Schopfer   
37
    Chief Financial Officer
Michael Freed    45    Chief Operating Officer
Lawrence D. Kingsley    58    Director Nominee and Chairman
Jyothsna (Jo) Natauri    44    Director Nominee
Christopher Warren    45    Director Nominee
Steven Etzel    58    Director Nominee
     
     
     
     
Upon the consummation of the Business Combination, we anticipate increasing the initial size of the Board of Directors from six directors to nine directors, each of whom will be voted upon by GSAH’s stockholders at the Special Meeting. If all director nominees are elected and the Business Combination is consummated, the Board of Directors will initially consist of nine directors.
Thomas D. Logan
currently serves, and has served, as Mirion’s founding Chairman and Chief Executive Officer since 2005, and he has served as a member of Miron’s board of directors since 2005. Prior to joining Mirion, Mr. Logan served as Chief Executive Officer for Global Dosimetry Solutions, a radiation dosimetry provider, from 2004. Mr. Logan has more than 30 years of energy industry experience, as well as extensive experience within the contract manufacturing and consumer products industries. Mr. Logan received a M.B.A. and a B.S. from Cornell University. We believe Mr. Logan’s extensive history with Mirion, as well as his business expertise, qualify him to serve on our Board of Directors.
Brian Schopfer
has served as our Chief Financial Officer and a member of Mirion’s board of directors since 2020. Mr. Schopfer joined Mirion in 2015 and previously served as Mirion’s Executive and Senior Vice President of Business Transformation. In February 2018, Mr. Schopfer left Mirion and joined Omnimax International, a building products company, where he served as Chief Financial Officer until March 2019. Mr. Shopfer rejoined Mirion in March 2019. Prior to joining Mirion, Mr. Schopfer served as Chief Financial Officer for HillPhoneix (part of the Dover Corporation), a commercial refrigeration manufacturer, from 2014 to 2015. Mr. Schopfer also served as the Director of Financial Planning and Analysis for the Dover Corporation, a global manufacturing company, from 2013 to 2014. Mr. Schopfer received a B.S. in Finance and Marketing from the University of Pittsburgh.
Michael Freed
has served as our Chief Operating Officer since 2017 and a member of Mirion’s board of directors since 2016. He also served as the President of Mirion’s Health Physics division from 2016 to 2017. Prior to joining Mirion, Mr. Freed was employed as a Principal Consultant for Bain and Company, a global management consulting firm, from 2010 to 2016. Mr. Freed served as a Submarine Officer in the United States Navy from 1998 to 2008 where he was certified as a Naval Nuclear Engineer and completed two tours of duty on Los Angeles Class fast attack submarines. He also served as a special assistant to the Chief of Naval Operations in Washington, DC. Mr. Freed received his M.B.A. from the University of Virginia Darden School of Business and a B.A. in Economics from Northwestern University.
 
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Lawrence D. Kingsley
currently serves as the independent Non-Executive Board Chair of IDEXX Laboratories, Inc., a public company, since November 2019 and as an Advisory Director to Berkshire Partners LLC, an
investment company, since May 2016. Mr. Kingsley also currently serves as a Director of Polaris Industries Inc., a public company, since January 2016 and as a Director of Rockwell Automation, Inc., a public company, since April 2013. Prior to joining IDEXX Laboratories, Inc., Mr. Kingsley served as Chairman of Pall Corporation from October 2013 to August 2015 and as President and Chief Executive Officer of Pall Corporation from October 2011 to August 2015 until Danaher Corporation, a public company, acquired Pall Corporation in August 2015. Before his experience at Pall Corporation, Mr. Kingsley served as the Chief Executive Officer and President of IDEX Corporation, a public company specializing in the development, design and manufacture of fluid and metering technologies, health and science technologies and fire, safety and other diversified products, from March 2005 to August 2011 and the Chief Operating Officer of IDEX Corporation from August 2004 to March 2005. Mr. Kingsley previously served as a Director of Pall Corporation from October 2011 to August 2015, Cooper Industries plc (formerly Cooper Industries Ltd.), a public company, from 2007 to 2012 and IDEX Corporation from 2005 to 2011. Mr. Kingsley served in various positions of increasing responsibility at Danaher Corporation, including Corporate Vice President and Group Executive from March 2004 to August 2004, President of Industrial Controls Group from April 2002 to July 2004 and President of Motion Group, Special Purpose Systems from January 2001 to March 2002. Mr. Kingsley also previously held management positions of increasing responsibility at Kollmorgen Corporation and Weidmuller Incorporated. Mr. Kingsley received an undergraduate degree in Industrial Engineering and Management from Clarkson University and an M.B.A. from the College of William and Mary. We believe that Mr. Kingsley’s strong executive leadership and operational skills, in-depth knowledge of and experience in strategic planning, corporate development, and operations analysis and experience serving on other public company boards provide him with the qualifications and skills to serve on our Board of Directors.
Jyothsna (Jo) Natauri
is a Partner of Goldman Sachs & Co. LLC and has served as the Global Head of Private Healthcare Investing within Goldman Sachs Asset Management since May 2018. Prior to assuming her current role, Ms. Natauri was an investment banker with Goldman Sachs for 12 years, where she led coverage of large cap companies in healthcare and other industries. She was named managing director in 2008 and partner in 2012. Ms. Natauri has served as a director on the board of Flywire Corporation since November 2020, and also serves on the boards of MyEyeDr, Sita Foundation and Safe Horizon. She previously served on the board of Avantor from November 2018 to May 2021. Ms. Natauri received a B.A. from the University of Virginia in Economics and Biology. We believe that Ms. Natauri’s experience of over 20 years in covering companies and executing transactions provides her with the qualifications and skills to serve on our Board of Directors.
Christopher Warren
currently serves, and has served, as a partner at Charterhouse Capital Partners LLP since he joined in 2013. Prior to joining Charterhouse, Mr. Warren served as a partner at ECI Partners, a private equity group, from 2003 to 2013. He also served as Associate at BC Partners, an international investment firm, and as Consultant at COBA, a UK-based strategy consulting firm. Mr. Warren received a Master of Arts in Philosophy, Politics and Economics from Oxford University and an MBA from INSEAD. We believe that Mr. Warren’s extensive business experience provides him with the qualifications and skills to serve on our Board of Directors.
Steven Etzel
has served as Senior Vice President and Chief Financial Officer of Rockwell Automation, Inc., a company focused on industrial automation and information, from November 2020 to February 2021, and subsequently as Senior Vice President, Finance of Rockwell until his retirement in April 2021. Mr. Etzel joined Rockwell in 1989 and served in various positions, including Vice President and Treasurer from 2007 to 2020 and Vice President, Finance from October 2020 to November 2020. Mr. Etzel received his Bachelor of Science degree in Business Administration from Clarion University of Pennsylvania. We believe Mr. Etzel’s extensive financial and management experience, including financial reporting, internal controls, investor relations, financial planning and analysis, capital markets financing transactions, mergers and acquisitions and risk management provides him with the qualifications and skills to serve on our Board of Directors.
Family Relationships
There are no family relationships among any of the individuals who shall serve as directors or executive officers of New Mirion following the completion of the Business Combination.
 
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Board of Directors
The New Mirion Board will establish the authorized number of directors from time to time by resolution. The New Mirion Board will initially consist of nine members. Lawrence D. Kingsley will serve as Chairman of the New Mirion Board.
The New Mirion Board nominees were designated as follows pursuant to the Business Combination Agreement:
 
  •  
Thomas D. Logan, as Chief Executive Officer of New Mirion
 
  •  
Lawrence D. Kingsley and Jo Natauri were designated by the Sponsor;
 
  •  
Christopher Warren was designated by the Charterhouse Parties;
 
  •  
Steven Etzel,                 , and                 were mutually designated by the Sponsor, the Charterhouse Parties and New Mirion.
In addition, we are a party to a Director Nomination Agreement with certain entities affiliated with Charterhouse and a director nomination with the Sponsor that provide Charterhouse with the right to nominate one director to the New Mirion Board and the Sponsor to nominate two directors to the New Mirion Board, subject to certain fallaway provisions. See “
Certain Relationships and Related Persons Transactions—Director Nomination Agreements
” for more information.
Each of New Mirion’s current directors will continue to serve until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.
The primary responsibilities of the New Mirion Board will be to provide oversight, strategic guidance, counseling and direction to New Mirion’s management. The New Mirion Board will meet on a regular basis and additionally, as required.
Role of Board in Risk Oversight
The New Mirion Board will have extensive involvement in the oversight of risk management related to New Mirion and its business and will accomplish this oversight through the regular reporting to the New Mirion Board by the audit committee. The audit committee will represent the New Mirion Board by periodically reviewing New Mirion’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls and its compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the audit committee will review and discuss all significant areas of New Mirion’s business and summarize for the New Mirion’s all areas of risk and the appropriate mitigating factors. In addition, the New Mirion Board will receive periodic detailed operating performance reviews from management.
Board Committees
The New Mirion Board has an audit committee, a compensation committee and a nominating and corporate governance committee, each of which will have the composition and responsibilities described below upon completion of the Business Combination. Members serve on these committees until their resignation or until otherwise determined by the New Mirion Board.
Audit Committee
The audit committee will consist of                 and                 , with                  serving as the chair of the committee. The New Mirion Board has determined that                 ,                  and                 are “independent” as defined under applicable NYSE listing standards, including the standards specific to members of an audit committee.
 
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The New Mirion Board has determined that                 qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the NYSE listing rules. In making this determination, the New Mirion Board has considered                 ’s formal education and previous and current experience in financial and accounting roles. The independent registered public accounting firm and management periodically will meet privately with the audit committee.
The audit committee is responsible for, among other things:
 
  •  
appointing, compensating, retaining, evaluating, terminating and overseeing New Mirion’s independent registered public accounting firm;
 
  •  
discussing with New Mirion’s independent registered public accounting firm their independence;
 
  •  
reviewing with New Mirion’s independent registered public accounting firm the scope and results of their audit;
 
  •  
approving all audit and permissible
non-audit
services to be performed by New Mirion’s independent registered public accounting firm;
 
  •  
overseeing the financial reporting process and discussing with management and New Mirion’s independent registered public accounting firm the interim and annual financial statements that New Mirion files with the SEC;
 
  •  
reviewing our policies on risk assessment and risk management;
 
  •  
reviewing related person transactions;
 
  •  
designing and implementing the internal audit function;
 
  •  
overseeing our financial and accounting controls and compliance with legal and regulatory requirements; and
 
  •  
establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.
Compensation Committee
The compensation committee will consist of                 and                 , with                 serving as the chair of the committee.                  and                  are
non-employee
directors, as defined in Rule
16b-3
promulgated under the Exchange Act. The New Mirion Board has determined that                 and                 are “independent” as defined under applicable NYSE listing standards, including the standards specific to members of a compensation committee.
The compensation committee is responsible for, among other things:
 
  •  
determining, or recommending to the New Mirion Board for determination, the compensation of New Mirion’s executive officers, including the chief executive officer;
 
  •  
administering New Mirion’s equity compensation plans;
 
  •  
overseeing New Mirion’s overall compensation policies and practices, compensation plans, and benefits programs; and
 
  •  
appointing and overseeing any compensation consultants.
We believe that the composition and functioning of the compensation committee meets the requirements for independence under applicable NYSE listing standards.
 
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Nominating and Corporate Governance Committee
The nominating and corporate governance committee will consist of                 and                 , with                 serving as the chair of the committee. The New Mirion Board has determined that each of these individuals is “independent” as defined under applicable SEC rules and NYSE listing standards.
The nominating and corporate governance committee is responsible for, among other things:
 
  •  
evaluating and making recommendations regarding the composition, organization and governance of the New Mirion Board and its committees;
 
  •  
reviewing and making recommendations with regard to New Mirion’s corporate governance guidelines and compliance with laws and regulations; and
 
  •  
overseeing an evaluation of the New Mirion Board and its committees.
We believe that the composition and functioning of the nominating and corporate governance committee meets the requirements for independence under current NYSE listing standards.
The audit, compensation, and nominating and corporate governance committees will each operate under a written charter to be effective prior to the completion of the Business Combination that satisfies the applicable rules and regulations of NYSE and the SEC except where New Mirion intends to rely on the NYSE transition rules applicable to companies completing an initial listing.
New Mirion intends to post the charters of its audit, compensation and nominating and corporate governance committees, and any amendments thereto that may be adopted from time to time, on New Mirion’s website. Information on or that can be accessed through the New Mirion’s website is not part of this proxy statement/ prospectus. The New Mirion Board may from time to time establish other committees.
Independent New Mirion Board of Directors
NYSE rules generally require that independent directors must comprise a majority of a listed company’s board of directors. Based upon information requested from and provided by each proposed director concerning his or her background, employment and affiliations, including family relationships, New Mirion has determined that                 ,                 ,                 and                 , representing                 of New Mirion’s                  proposed directors, will be “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE.
Code of Business Conduct and Ethics
Prior to the completion of the Business Combination, New Mirion will adopt a code of business conduct and ethics that will apply to all of New Mirion’s employees, officers, and directors, including New Mirion’s chief executive officer, chief financial officer, and other executive and senior financial officers. Upon the completion of the Business Combination, the full text of New Mirion’s code of business conduct and ethics will be available on the investor relations page on New Mirion’s website. Information on or that can be accessed through New Mirion’s website is not part of this proxy statement/prospectus.
Compensation Committee Interlocks and Insider Participation
None of New Mirion’s executive officers currently serves, or has served during the last year, as a member of the New Mirion Board or compensation committee of any entity that has one or more executive officers serving as a member of the New Mirion Board.
 
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MIRION’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Stockholders of GSAH should read the following discussion and analysis of Mirion Technologies (TopCo), Ltd.’s financial condition and results of operations together with the consolidated financial statements and related notes of Mirion Technologies (TopCo), Ltd. that are included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Mirion’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section entitled “Risk Factors” or in other parts of this proxy statement/prospectus. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”
Unless the context otherwise requires, all references in this section to “Mirion”, “Mirion TopCo”, the “Company,” “we,” “us” or “our” refer to Mirion Technologies (TopCo), Ltd. and its consolidated subsidiaries prior to the consummation of the Business Combination. References to “New Mirion” refer to GSAH after the consummation of the Business Combination.
Unless the context otherwise requires or unless otherwise specified, all dollar amounts in this section are in millions.
Overview
Mirion is a global provider of products, services, and software that allow our customers to safely leverage the power of ionizing radiation for the greater good of humanity through critical applications in the medical, nuclear and defense markets, as well as laboratories, scientific research, analysis, and exploration.
Mirion provides dosimetry solutions for monitoring the total amount of radiation medical staff members are exposed to over time, radiation therapy quality assurance solutions for calibrating and verifying imaging and treatment accuracy, and radionuclide therapy products for nuclear medicine applications such as shielding, product handling, medical imaging furniture, and rehabilitation products. Mirion provides robust, field-ready personal radiation detection and identification equipment for defense applications and radiation detection and analysis tools for power plants, labs, and research applications. Nuclear power plant product offerings are used for the full nuclear power plant lifecycle including core detectors, essential measurement devices for new build, maintenance, decontamination and decommission, and equipment for monitoring and control during fuel dismantling and remote environmental monitoring.
Mirion manages and reports results of operations in two business segments: Medical and Industrial.
 
  •  
For the year ended June 30, 2021, Mirion’s revenues were $611.6 million, of which 25.5% was generated in the Medical segment and 74.5% was generated in the Industrial segment, as compared with revenues for the year ended June 30, 2020 of $478.2 million with 13.1% and 86.9% generated in the Medical and Industrial segments, respectively.
 
  •  
Backlog (representing committed but undelivered contracts and purchase orders, including funded and unfunded government contracts) was $715.8 million and $601.4 million as of June 30, 2021, and June 30, 2020, respectively.
Key Factors Affecting Our Performance
We believe that the business and results of operations may be impacted in the future by various trends and conditions, including the following:
 
  •  
Medical end market trends
—Growth and operating results in our Medical segment are impacted by:
 
  •  
Increased or changes to global regulatory standards;
 
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  •  
Increased focus on healthcare safety;
 
  •  
Changes to healthcare reimbursement;
 
  •  
Potential budget constraints in hospitals and other healthcare providers;
 
  •  
Medical/lab dosimetry growth supported by growing and aging demographics, increased number of healthcare professionals, and penetration of radiation therapy/diagnostics; and
 
  •  
Medical radiation therapy quality assurance (“
RT QA
”) growth driven by growing and aging population demographics, low penetration of RT QA technology in emerging markets, and increased adoption of advanced software and hardware solutions for improved outcomes and administrative and labor efficiencies.
 
  •  
Business combinations
—A large driver of our historical growth has been the acquisition and integration of related businesses. Our ability to integrate, restructure, and leverage synergies of these businesses will impact our operating results over time.
 
  •  
Environmental objectives of governments
—Growth and operating results in our Industrial segment are impacted by environmental policy decisions made by governments in the countries where we operate. Our nuclear power customers may benefit from decarbonization efforts given the relatively low carbon footprint of nuclear power to other existing energy sources. In addition, decisions by governments to build new power plants or decommission existing plants can positively and negatively impact our customer base.
 
  •  
Government budgets
—While we believe that we are poised for growth from governmental customers in both of our segments, our revenues and cash flows from government customers are influenced, particularly in the short-term, by budgetary cycles. This impact can be either positive or negative.
 
  •  
Nuclear new build projects
—A portion of our backlog is driven by contracts associated with the construction of new nuclear power plants. These contracts can be long-term in nature and provide us with a strong pipeline for the recognition of future revenues in our Industrial segment.
 
  •  
Research and developments
—A portion of our operating expenses is associated with research and development activities associated with the design of new products. Given the specific design and application of certain of these products, there is some risk that these costs will not result in successful products in the market. Further, the timing of these products can move and be challenging to predict.
 
  •  
COVID-19
—COVID-19
may affect revenue growth in certain of our businesses, primarily those serving our medical end markets, and it is uncertain how materially
COVID-19
will affect our global operations generally if these impacts were to persist or worsen over an extended period of time. The extent and duration of the impacts are uncertain and dependent in part on customers returning to work and economic activity ramping up. The impact of
COVID-19
on our customers has affected our sales operations in certain ways, including increased customer disputes regarding orders, delayed customer notices to proceed with production, delayed payment from customers and, on rare occasions, customers have refused to pay for their orders entirely. Further, access to customer sites for sales was limited in some cases.
Non-GAAP
Financial Measures
We report our financial results in accordance with generally accepted accounting principles in the U.S. (“
GAAP
”). However, management believes certain
non-GAAP
financial measures provide investors and other users with additional meaningful information that should be considered when assessing our ongoing performance. Management also uses these
non-GAAP
financial measures in making financial, operating, and planning decisions, and in evaluating our performance.
Non-GAAP
financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The
non-GAAP
financial measures we present may differ from similarly captioned measures presented by other companies.
 
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We use the
non-GAAP
financial measures “Adjusted revenues,” “Adjusted net (loss) income,” “EBITDA,” “EBITA”, “Adjusted EBITDA, “Free Cash Flow,” and “Adjusted Free Cash Flow.” See the “Quarterly Results of Operations” and “Cash flows” sections below for definitions of our
non-GAAP
financial measures and reconciliation to their most directly comparable GAAP measures.
The following tables present a reconciliation of certain
non-GAAP
financial measures for the years ended June 30, 2021, June 30, 2020, and June 30, 2019.
 
    
Year Ended
June 30, 2021
    
Year Ended
June 30, 2020
    
Year Ended
June 30, 2019
  
($ in millions)
   
Revenues
     
Net Loss
    
Revenues
     
Net Loss
    
Revenues
     
Net Loss
  
Total GAAP
   
$
611.6
 
   
$
(158.4
) 
  
$
478.2
 
   
$
(119.1
) 
  
$
440.1
 
   
$
(122.0
) 
Revenue reduction from purchase accounting
      8.0        8.0       0.2        0.2       —          —    
Cost of revenues impact from inventory valuation purchase accounting
               5.2                1.6                0.1  
Foreign currency (gain) loss, net
               13.4                (0.6 )               (3.2 ) 
Amortization of acquired intangibles
               62.8                50.6                53.0  
Non-operating
expenses
(1)(2)(3
               43.1                20.1                14.7  
Tax impact of adjustments above
               (28.9 )               (16.1 )               (19.9 ) 
    
 
 
     
 
 
    
 
 
     
 
 
    
 
 
     
 
 
  
Adjusted
   
$
619.6
 
   
$
(54.8
) 
  
$
478.4
 
   
$
(63.3
) 
  
$
440.1
 
   
$
(77.3
) 
    
 
 
     
 
 
    
 
 
     
 
 
    
 
 
     
 
 
  
 
($ in millions)
   
Year Ended
June 30, 2021
     
Year Ended
June 30, 2020
     
Year Ended
June 30, 2019
  
Net loss
   
$
(158.4
) 
   
$
(119.1
) 
   
$
(122.0
) 
Interest expense, net
      163.2        149.2        143.5  
Income tax (benefit) provision
      (5.9 )       (5.5 )       (4.2 ) 
Amortization
      62.8        50.6        53.0  
    
 
 
     
 
 
     
 
 
  
EBITA
   
$
61.7
 
   
$
75.2
 
   
$
70.3
 
Depreciation
      20.8        17.9        16.5  
    
 
 
     
 
 
     
 
 
  
EBITDA
   
$
82.5
 
   
$
93.1
 
   
$
86.8
 
Stock compensation expense
      —          0.2        0.1  
Debt extinguishment
      —          —          12.8  
Foreign currency (gain) loss, net
      13.4        (0.6 )       (3.2 ) 
Revenue reduction from purchase accounting
      8.0        0.2        —    
Cost of revenues impact from inventory valuation purchase accounting
      5.2        1.6        0.1  
Non-operating
expenses(1)(2)(3)
      43.1        20.1        14.7  
    
 
 
     
 
 
     
 
 
  
Adjusted EBITDA
   
$
152.2
 
   
$
114.6
 
   
$
111.3
 
    
 
 
     
 
 
     
 
 
  
 
(1)
Pre-tax
non-operating
expenses of $43.1 million for the year ended June 30, 2021 includes $14.2 million of legal and professional fees related to the Business Combination and costs to prepare for becoming a public company, $13.1 million in costs to achieve integration and operational synergies, $5.9 million of mergers and acquisition expenses, $5.5 million of restructuring costs, and $4.5 million of costs to achieve information technology system integration and efficiency.
(2)
Pre-tax
non-operating
expenses of $20.1 million for the year ended June 30, 2020 includes $10.8 million of mergers and acquisition expenses, $3.8 million of costs to achieve operational synergies, $3.4 million of costs to achieve information technology system integration and efficiency, and $1.6 million of expenses related to debt refinancing.
(3)
Pre-tax
non-operating
expenses of $14.7 million for the year ended June 30, 2019 includes $6.5 million of mergers and acquisition expenses, $2.8 million of costs to achieve information technology system
 
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  integration and efficiency, $2.8 million of costs to achieve operational synergies, and $0.5 million of expenses related to debt refinancing.
Our Business Segments
We manage and report our business in two business segments: Medical and Industrial.
Medical
includes products and services for radiation therapy and personal dosimetry. This segment’s principal offerings are:
 
  •  
Radiation Therapy Quality Assurance Solutions
for calibrating and/or verifying imaging, treatment machine, patient treatment plan, and patient treatment accuracy (hardware and software);
 
  •  
Dosimetry Solutions
for monitoring the total amount of radiation medical staff members are exposed to over time; and
 
  •  
Radionuclide Therapy Solutions
, which includes products for nuclear medicine in radiation measurement, shielding, product handling, medical imaging furniture and rehabilitation.
Industrial
includes products and services for defense, nuclear energy, laboratories and research and other industrial markets. This segment’s principal offerings are:
 
  •  
Reactor Safety and Control Systems
, which includes radiation monitoring systems and reactor instrumentation and control systems that ensure the safe operation of nuclear reactors and other nuclear fuel cycle facilities; and
 
  •  
Radiological Search, Measurement and Analysis Systems
, which includes solutions to locate, measure and perform
in-depth
scientific analysis of radioactive sources for radiation safety, security, and scientific applications
Recent Developments
On December 18, 2020, we purchased 100% of the issued and outstanding shares of Sun Nuclear Corporation (“
SNC
”) for an aggregate of $258.1 million, net of cash acquired of $18.8 million. SNC is a global leader in radiation therapy quality assurance, delivering patient safety solutions for diagnostic imaging and radiation therapy providers in multiple countries around the world. The acquisition is included in our Medical segment and will advance the Company’s strategy to further expand into the radiation therapy markets globally.
On September 1, 2020, the Company purchased 100% of the issued and outstanding shares of Biodex Medical Systems, Inc. (“
Biodex
”) for an aggregate of $26.9 million, net of cash acquired of $4.1 million. Biodex is a manufacturer and distributor of medical devices and related replacement parts for physical and nuclear medicine, as well as medical imaging applications located in the United States. The acquisition is included in our Medical segment and will advance the Company’s strategy to further expand into the medical treatment markets globally.
The 2019 Credit Facility was amended to provide an additional $225.0 million in gross proceeds from the USD term loan in December 2020 to fund the SNC acquisition. The term loan has a seven-year term (expiring March 2026), bears interest at the greater of LIBOR or 0%, plus 4.00% and has quarterly principal repayments of 0.25% of the original principal balance. The interest rate was 4.15% and 5.07% at June 30, 2021 and June 30, 2020, respectively. During the year ended June 30, 2021, Mirion borrowed a net $218.8 million of notes payable under the 2019 Credit Facility and a net $70.0 million of borrowings from related parties at 6.0% interest until October 1, 2021 when the interest rate converts to 11.5%, offset by $35.0 million of net repayments of borrowings on the revolver term loan, $6.4 million net repayments under the 2019 Credit Facility, and $6.0 million net repayments of the NRG loan. See Note 8 to the consolidated financial statements.
 
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Business Combination
Mirion TopCo entered into a Business Combination Agreement (the “
Agreement
”), dated as of June 17, 2021 (as amended on September 3, 2021, and as it may be further amended from time to time), by and among Mirion TopCo, GSAH, CCP IX CCP IX LP No. 1, CCP IX LP No. 2, CCP IX
Co-Investment
LP and CCP IX
Co-Investment
No. 2 LP, each acting by their general partner, Charterhouse General Partners (IX) Limited, for the limited purpose set forth in the Agreement, each of the other persons set forth on Annex I to the Agreement and the other holders of existing shares of Mirion TopCo who become a party to the Agreement by executing a joinder agreement. Pursuant to the terms of the Agreement, the parties thereto will enter into a business combination transaction (the “
Business Combination
”) pursuant to which Mirion TopCo will combine with a subsidiary of GSAH. Upon completion of the Business Combination, GSAH will be renamed Mirion Technologies, Inc. and will be listed on the NYSE under the ticker symbol “MIR”. The Business Combination is expected to close in the third or fourth calendar quarter of 2021 (the “
Closing Date
”).
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 described in the Agreement.
The Business Combination will be accounted for under ASC 805,
Business Combinations
. GSAH has been determined to be the accounting acquirer. Mirion constitutes a business in accordance with ASC 805 and the business combination constitutes a change in control. Accordingly, the business combination will be accounted for using the acquisition method. Under this method of accounting, Mirion will be treated as the “acquired” company for financial reporting purposes and the net assets of the post-business combination company will be stated at fair value, with goodwill or other intangible assets recorded.
Commitment Letter
In connection with the Agreement, Mirion Technologies (HoldingSub2) Ltd., a subsidiary of Mirion TopCo, entered into a commitment letter (the “
Commitment Letter
”) with Goldman Sachs Lending Partners LLC (“
GS Lending
”) and Citigroup Global Markets Inc. (“
Citi
”) pursuant to which GS Lending and Citi have committed to provide to Mirion Technologies, Inc., as the subsidiary borrower, and a parent entity of the Mirion TopCo business to be formed, a $830 million senior secured term loan B facility (the “
Term Loan
”) and a $90 million revolving facility (the “
Revolving Facility
”). The Term Loan will mature seven years after the Closing Date and will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the initial principal amount of the Term Loan. The Revolving Facility will mature five years after the Closing Date. See
Liquidity and Capital Resources.
Public Company Costs
Subsequent to the Business Combination, we expect New Mirion will continue as an
SEC-registered
and NYSE-listed company. We expect to hire additional staff and implement new processes and procedures to address public company requirements. We also expect to incur substantial additional expenses for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external costs for investor relations, accounting, audit, legal and other functions.
Basis of Presentation
Financial information presented was derived from Mirion’s historical consolidated financial statements and accounting records, and they reflect the historical financial position, results of operations and cash flows of the business in conformity with U.S. GAAP. The Consolidated Financial Statements include the accounts of the Company and its wholly owned and majority-owned or controlled subsidiaries. For consolidated subsidiaries where our ownership is less than 100%, the portion of the net income or loss allocable to noncontrolling interests is reported as “Income (Loss) attributable to noncontrolling interests” in the Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated in consolidation. See the notes to the financial statements included in this proxy statement/prospectus for additional information.
 
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Results of Operations
Year ended June 30, 2021 compared to year ended June 30, 2020
 
(Dollars in millions)
   
2021
     
2020
     
$ Change
     
% Change
  
Revenues
    $ 611.6      $ 478.2      $ 133.4        27.9 % 
Cost of revenues
      359.8        281.2        78.6        28.0 % 
    
 
 
     
 
 
                    
Gross profit
      251.8        197.0        54.8        27.8 % 
Selling, general and administrative expenses
      211.2        158.1        53.1        33.6 % 
Research and development
      29.4        15.9        13.5        84.9 % 
    
 
 
     
 
 
                    
Income from operations
      11.2        23.0        (11.8 )       (51.3 )% 
Interest expense, net
      163.2        149.2        14.0        9.4 % 
Foreign currency loss (gain), net
      13.4        (0.6 )       14.0        N/A  
Other income, net
      (1.1 )       (1.0 )       (0.1 )       10.0 % 
    
 
 
     
 
 
                    
Loss before benefit from income taxes
      (164.3 )       (124.6 )       (39.7 )       31.9 % 
Benefit from income taxes
      (5.9 )       (5.5 )       (0.4 )       7.3 % 
    
 
 
     
 
 
                    
Net loss
      (158.4 )       (119.1 )       (39.3 )       33.0 % 
Loss attributable to noncontrolling interests
      (0.1 )       —          (0.1 )       N/A  
    
 
 
     
 
 
                    
Net loss attributable to stockholders
    $ (158.3 )     $ (119.1 )     $ (39.2 )       32.9 % 
    
 
 
     
 
 
                    
Overview
Revenues for the year ended June 30, 2021 were $611.6 million, resulting in an increase of $133.4 million, or 27.9%, from the same period in the prior year primarily driven by acquisitions in the Medical segment and organic growth in the Industrial segment. Cost of revenues of $359.8 million also increased 28.0% compared to the same period in the prior year reflecting the increase in revenues, a $3.1 million increase in restructuring costs, and a $3.4 million increase in costs to achieve operational synergies. Gross profit increased by $54.8 million and as a percentage of revenue was consistent period over period for the Company, including a decrease in percentage of revenue in our Medical segment of 8.5%, offset by an increase in percentage of revenue in our Industrial segment of 1.4%. There was a net loss of $158.4 million for the year ended June 30, 2021 compared to a net loss of $119.1 million during the year ended June 30, 2020. The $39.3 million, or 33.0%, increase is the result of the increase in gross profit, offset by higher SG&A expenses of $53.1 million, primarily driven by acquisitions in the Medical segment and a $17.6 million increase in
non-operational
legal and professional fees incurred to prepare for being a public company and costs related to restructuring, mergers and acquisitions and costs to achieve synergies. Also contributing to the increase in net loss period over period was increased net interest expense of $14.0 million and the negative impact of foreign currency exchange of $14.0 million offset by a net increase in income tax benefit of $0.4 million. The impact of purchase accounting related to the fair value adjustment of deferred revenue reduced revenue in the year ended June 30, 2021 by $8.0 million. The impact of purchase accounting related to the fair value of inventory increased cost of revenues by $5.2 million for the year ended June 30, 2021.
Revenues
Revenues were $611.6 million for the year ended June 30, 2021, an increase of $133.4 million, or 27.9%, compared with $478.2 million for the year ended June 30, 2020. The majority of the increase was a result of the acquisitions in the Medical segment contributing $91.7 million (of which $48.9 million was generated by SNC, $32.6 million by Biodex, $9.2 million from AWST and $1.0 million from Dosimetrics). The Industrial segment revenues also increased $39.7 million of which $11.4 million was driven by Reactor Safety and Control Systems products and $28.3 million was driven by Radiological Search, Measurement, and Analysis Systems products resulting from increased product orders and release of new products and the positive impact from foreign currency exchange rate fluctuations of $18.6 million. The impact of purchase accounting related to the fair value adjustment of deferred revenue reduced revenue in the year ended June 30, 2021 by $8.0 million.
 
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Table of Contents
By segment, revenues for the year ended June 30, 2021 were $155.7 million in the Medical segment and $455.9 million in the Industrial segment. Movements in revenues by segment are detailed in the “Business Segments” section below.
Cost of revenues
Cost of revenues was $359.8 million for the year ended June 30, 2021, an increase of $78.6 million, or 28.0% compared to the year ended June 30, 2020. Cost of revenues as a percentage of revenues was flat year over year. The increase in cost of revenues was primarily due to acquisitions in our Medical segment ($53.6 million combined from SNC, Biodex, AWST, and Dosimetrics), an increase in our Industrial segment cost of revenues of $17.5 million related to the increase in revenues, including the impacts from foreign currency exchange rate fluctuations of $10.9 million, and $6.5 million of restructuring costs and costs to achieve operational synergies. Cost of revenues includes a $5.2 million increase from purchase accounting related to the fair value of inventory for the year ended June 30, 2021.
Selling, general and administrative expenses
Selling, general and administrative (“
SG&A
”) expenses were $211.2 million for the year ended June 30, 2021, an increase of $53.1 million, or 33.6%, compared to the year ended June 30, 2020. SG&A expenses as a percentage of revenues were 34.5% for the twelve months ended June 30, 2021, a 1.5 percentage point increase compared with 33.1% for the twelve months ended June 30, 2020. The primary drivers behind the increase in SG&A expenses were the impact of acquisitions in the Medical Segment ($34.5 million combined from SNC, Biodex, AWST and Dosimetrics), $17.6 million increase in
non-operational
legal and professional fees incurred to prepare for being a public company and costs related to restructuring, mergers and acquisitions and costs to achieve synergies, $6.4 million increase in compensation-related expenses and the impact from foreign currency exchange rate fluctuations of $5.5 million, partially offset by a decrease in amortization of $3.7 million and a decrease in travel and entertainment expenses of $3.7 million.
Research and development
Research and development (“
R&D
”) expenses were $29.4 million for the year ended June 30, 2021, an increase of $13.5 million, or 84.9%, compared to the year ended June 30, 2020. The increase in R&D expense was primarily due to business combinations ($10.4 million combined from SNC, Biodex, AWST, and Dosimetrics), increased R&D activity of $2.5 million to develop new products in the Industrial segment and the impact from foreign currency exchange rate fluctuations of $0.6 million.
Income from operations
Income from operations for the year ended June 30, 2021 was $11.2 million, a decrease of $11.8 million, or 51.3%, when compared to income from operations of $23.0 million for the year ended June 30, 2020. On a segment basis, income from operations was $6.0 million in the Medical segment, which includes $13.2 million in purchase accounting impacts described in revenues and cost of revenues above, and $81.5 million in Industrial segment. Corporate expenses were $76.3 million for the year ended June 30, 2021. See “Business segments” and “Mirion corporate and other” below for further details.
Interest expense, net
Interest expense, net, was $163.2 million for the year ended June 30, 2021 compared to $149.2 million for the year ended June 30, 2020. The $14.0 million, or 9.4%, change is a
non-cash
increase in interest related to the shareholder notes which are described in Note 8 to the consolidated financial statements.
 
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Table of Contents
Foreign currency (gain) loss, net
The Company recorded a loss of $13.4 million for the year ended June 30, 2021, compared to a gain of $0.6 million for the year ended June 30, 2020, from foreign currency exchange. The change in net foreign currency losses is due to appreciation in European and Canadian local currencies in relation to the U.S. dollar.
Income taxes
Income tax benefit was $5.9 million for the year ended June 30, 2021 versus a benefit of $5.5 million in for the year ended June 30, 2020. The $0.4 million change is primarily due to the mix of earnings and jurisdictions during each respective period.
Business segments
The following provides detail for business segment results for the years ended June 30, 2021 and June 30, 2020. Segment income from operations includes revenues of the segment less expenses that are directly related to those revenues but excludes certain charges to cost of revenues and selling, general and administrative expenses predominantly related to corporate costs, shared overhead and other costs related to restructuring activities and costs to achieve operational initiatives, which are included in Corporate and Other in the table below. Interest expense, loss on debt extinguishment, foreign currency loss (gain), net, and other expense (income), net, are not allocated to segments.
For reconciliations of segment revenues and operating income to Mirion’s consolidated results, see Note 15–
Segment Information
to the consolidated financial statements.
Medical
 
(Dollars in millions)
   
June 30,
2021
    
June 30,
2020
    
$
Change
     
%
Change
  
Revenues
    $ 155.7     $ 62.6     $ 93.1        148.7 % 
Income from operations
    $ 6.0     $ 13.9     $ (7.9 )       (56.8 %) 
Income from operations as a % of revenues
      3.9 %      22.2 %                  
Medical segment revenues were $155.7 million, for the year ended June 30, 2021, which is an increase of $93.1 million, or 148.7%, from the year ended June 30, 2020. Revenues increased primarily due to the impact of acquisitions contributing $91.7 million (of which $48.9 million was generated by SNC, $32.6 million by Biodex, $9.2 million from AWST and $1.0 million from Dosimetrics) and an increase of $0.1 million in our legacy business. Additionally, foreign currency exchange rates positively impacted Medical revenues by approximately $1.3 million. The impact of purchase accounting related to the fair value adjustment of deferred revenue reduced revenue for the year ended June 30, 2021 by $8.0 million.
Income from operations, which excludes
non-operational
costs, for the year ended June 30, 2021 was $6.0 million, a decrease of $7.9 million compared with the year ended June 30, 2020. Income from operations as a percentage of revenues decreased approximately 18.3% primarily due to the lower margins and higher operating expenses of the acquisitions in the year ended June 30, 2021, driven in large part by amortization expense (reducing margins by $3.3 million and increasing operating expenses by $12.3 million). Bad debt expense in our legacy business also increased (partially driven by COVID 19) by $1.3 million. Additionally, income from operations as a percentage of revenues was impacted by the $8.0 million reduction in revenue and $5.2 million increase in cost of revenues resulting from purchase accounting.
 
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Table of Contents
Industrial
 
(Dollars in millions)
   
June 30,
2021
    
June 30,
2020
    
$
Change
     
%
Change
  
Revenues
    $ 455.9     $ 415.6     $ 40.3        9.7 % 
Income from operations
    $ 81.5     $ 59.6     $ 21.9        36.7 % 
Income from operations as a % of revenues
      17.9 %      14.3 %                  
Industrial segment revenues were $455.9 million for the year ended June 30, 2021, an increase of $40.3 million, or 9.7% from the year ended June 30, 2020. Revenues increased in both product and service revenues, primarily due to new product offerings in the Radiological Search, Measurement and Analysis Systems product group such as the
MBD-2
dosimeter and Aegis spectrometer. Foreign currency positively impacted revenues by approximately $18.6 million.
Income from operations, which excludes
non-operational
costs, was $81.5 million for the year ended June 30, 2021, an increase of $21.9 million compared with the year ended June 30, 2020 driven primarily by higher revenues. Income from operations as a percentage of revenues increased 3.6% primarily due to operating expense savings driven primarily by
COVID-19
restrictions on employee travel and fixed overhead absorption.
Corporate and other
Corporate and other costs include costs associated with Mirion’s headquarters located in Georgia, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing and other costs related to company-wide initiatives (e.g., merger and acquisition activities, restructuring and other initiatives). Corporate and other costs were $76.3 million and $50.5 million for the years ended June 30, 2021 and June 30, 2020, respectively. The $25.8 million increase in corporate and other expenses during the year ended June 30, 2021 versus the comparable period was predominantly driven by $14.2 million of legal and professional fees related to the Business Combination and costs to prepare for becoming a public company, an increase in compensation and related costs of $4.2 million, restructuring costs of $5.5 million, an increase in mergers and acquisition, integration and operational efficiency costs of $4.0 million, an increase in professional fees of $2.4 million, and an increase in costs to achieve information technology system integration and efficiency of $1.1 million, partially offset by a decrease in debt issuance costs of $1.6 million, a decrease in travel and entertainment expenses of $1.1 million, and a decrease in facilities costs of $1.0 million. For reconciliations of segment operating income and corporate and other costs to Mirion’s consolidated results, see Note 15–
Segment Information
to the consolidated financial statements.
 
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Table of Contents
Year ended June 30, 2020 compared to year ended June 30, 2019
 
(Dollars in millions)
   
2020
     
2019
     
$
Change
     
%
Change
  
Revenues
    $ 478.2      $ 440.1      $ 38.1        8.7 % 
Cost of revenues
      281.2        251.9        29.3        11.6 % 
    
 
 
     
 
 
                    
Gross profit
      197.0        188.2        8.8        4.7 % 
Selling, general and administrative expenses
      158.1        145.4        12.7        8.7 % 
Research and development
      15.9        14.0        1.9        13.6 % 
    
 
 
     
 
 
                    
Income from operations
      23.0        28.8        (5.8 )       (20.1 )% 
Interest expense, net
      149.2        143.5        5.7        4.0 % 
Loss on debt extinguishment
      —          12.8        (12.8 )       (100.0 )% 
Foreign currency gain, net
      (0.6 )       (3.2 )       2.6        (81.3 )% 
Other (income) expense, net
      (1.0 )       1.9        (2.9 )       (152.6 )% 
    
 
 
     
 
 
                    
Loss before benefit from income taxes
      (124.6 )       (126.2 )       1.6        1.3 % 
Benefit from income taxes
      (5.5 )       (4.2 )       (1.3 )       31.0 % 
    
 
 
     
 
 
                    
Net loss
      (119.1 )       (122.0 )       2.9        (2.4 )% 
Income (loss) attributable to noncontrolling interests
      —          —          —          N/A  
    
 
 
     
 
 
                    
Net loss attributable to stockholders
    $ (119.1 )     $ (122.0 )     $ 2.9        (2.4 )% 
    
 
 
     
 
 
                    
Overview
Revenues for the year ended June 30, 2020 (“
FY 2020
”) were $478.2 million, an increase of 8.7% from the year ended June 30, 2019 (“
FY 2019
”) primarily driven by acquisitions in FY 2020 in both the Medical and Industrial segment. Cost of revenues increased $29.3 million, or 11.6% primarily reflecting the increase in revenues. Gross profit increased by $8.8 million and as a percentage of revenue for the Company was consistent period over period. There was a net loss of $119.1 million in FY 2020 compared to net loss of $122.0 million in FY 2019. The 2.4% decrease in net loss in FY 2020 is primarily the result of an increase in gross profit, offset by an increase in SG&A of $12.7 million, including $7.6 million of acquisition costs and costs to achieve operational synergies, decreased loss on debt extinguishment of $12.8 million and increase in other income of $2.9 million, increase in interest expense of $5.7 million, and the negative impact of foreign currency exchange of $2.6 million. The impact of purchase accounting related to the fair value of inventory increased our cost of revenues by $1.6 million for FY 2020.
Revenues
Revenues were $478.2 million for FY 2020, an increase of $38.1 million, or 8.7%, compared with $440.1 million for FY 2019. The increase in revenues was primarily due to the impact of FY 2020 acquisitions in both the Medical and Industrial segments ($31.7 million combined from Capintec, Selmic, Premium Analyse, and AWST) and higher volumes in legacy operations.
By segment, revenues were $62.6 million in the Medical segment and $415.6 million in the Industrial segment. Movements in revenues by segment are discussed in greater detail in the “
Business segment
” discussion below.
Cost of revenues
Cost of revenues was $281.2 million in FY 2020, an increase of $29.3 million, or 11.6% compared to FY 2019. Cost of revenues as a percentage of revenues was 58.8% for FY 2020, a 1.6% increase compared with 57.2% for FY 2019. The increase in cost of revenues was primarily due to the impact of business combinations ($22.9 million combined from Capintec, Selmic, Premium Analyse, and AWST) and unfavorable product sales
 
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Table of Contents
mix (i.e., higher sales of products with lower margin versus products with higher margin during the period). The impact of purchase accounting related to the fair value of inventory increased our cost of revenues by $1.6 million in FY 2020.
Selling, general and administrative expenses
SG&A expenses were $158.1 in FY 2020, an increase of $12.7 million, or 8.7%, compared to FY 2019. SG&A expenses as a percent of revenues was 33.1% in FY 2020, compared to 33.0% in FY 2019. The primary drivers behind the increase in SG&A expenses were expenses associated with business combinations ($7.1 million combined from Capintec, Selmic, Premium Analyse, and AWST), an increase of $7.6 million in costs to achieve operational synergies and mergers and acquisitions, increase in professional fees of $2.1 million, partially offset by a decrease in amortization expense of $4.3 million.
Research and development
R&D expenses were $15.9 million in FY 2020, an increase of $1.9 million, or 13.6%, compared to FY 2019. The increase in R&D expenses was primarily due to business combinations ($1.3 million combined from Capintec, Selmic, Premium Analyse, and AWST) and increased R&D activity in existing businesses to develop new products ($0.9 million).
Income (loss) from operations
Income from operations in FY 2020 was $23.0 million, a decrease of $5.8 million, or 20.1%, when compared to income from operations of $28.8 million in FY 2019. On a segment basis, income from operations was $13.9 million in the Medical segment and $59.6 million in the Industrial segment in FY 2020 compared to $10.2 million in Medical and $55.0 million in Industrial in FY 2019. Corporate expenses were $50.5 million in FY 2020 compared to $36.4 million in FY 2019. See “
Business segments
” and “
Mirion corporate and other
” below for further details.
Interest expense
Interest expense, net was $149.2 million in FY 2020 and $143.5 million in FY 2019. The $5.7 million, or 4.0%, increase in interest expense in FY 2020 was due primarily to increased
non-cash
interest of $11.9 million on related-party shareholder notes, partially offset by a decrease in interest expense related to our third-party debt due to lower interest rates on third-party debt. See Note 8–
Borrowings
in the consolidated financial statements.
Loss on debt extinguishment
There was no loss on debt extinguishment in FY 2020, as compared to the FY 2019 loss on extinguishment of $12.8 million. In FY 2019, Mirion entered into a new credit agreement, resulting in the extinguishment of previous debt. No similar debt extinguishment occurred in FY 2020.
Foreign currency (gain) loss, net
The Company recorded a gain of $0.6 million in FY 2020, compared to a gain of $3.2 million from foreign currency exchange in FY 2019. Foreign currency gain decreased $2.6 million, or 81.3%, primarily due to less favorable exchange rates in FY 2020 between the U.S. dollar and currencies used in Mirion’s European operations.
Other (income) expenses, net
Other income was $1.0 million in FY 2020, compared to other expense of $1.9 million in FY 2019. The change in other (income) expenses, net from FY 2019 is primarily due to investment income received in FY 2020 compared to losses recorded on the disposal of property, plant, and equipment in FY 2019.
 
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Income taxes
Income tax benefit was $5.5 million in FY 2020 as compared to income tax benefit of $4.2 million in FY 2019, which increased $1.3 million due to the impact of the release of unrecognized tax benefits related to uncertain tax positions offset by increases in valuation allowances and mix of income between U.S. and foreign operations.
Business segments
The following is an analysis of business segment results for FY 2020 as compared with FY 2019. Segment income from operations is defined as revenues less cost of revenues, segment selling, general and administrative expenses, and research and development expenses. Costs not specifically allocated to segment operating include those discussed in further detail in the Corporate and other section below. Interest expense, loss on debt extinguishment, foreign currency gain, and other income / expense are not allocated to segments. For reconciliations of segment revenues and earnings to Mirion’s consolidated results, see Note 15–
Segment Information
to the consolidated financial statements included elsewhere in this proxy statement/prospectus.
Medical
 
(Dollars in millions)
   
June 30,
2020
    
June 30,
2019
    
$
Change
     
%
Change
  
Revenues
    $ 62.6     $ 42.9     $ 19.7        45.9 % 
Income from operations
    $ 13.9     $ 10.2     $ 3.7        36.3 % 
Income from operations as a % of revenues
      22.2 %      23.8 %                  
Medical revenues were $62.6 million in FY 2020, an increase of $19.7 million or 45.9% from FY 2019 primarily due to the impact of business combinations ($17.7 million from Capintec and AWST in FY 2020 and $0.9 million from the full fiscal year impact of the NRG Dosimetry Services Group (“
NRG
”) FY 2019 acquisition).
Income from operations was $13.9 million in FY 2020, representing an increase in earnings of $3.7 million, or 36.3%, from FY 2019 primarily due to the impact of business combinations ($1.3 million from Capintec and AWST), higher gross profit from legacy operations of $1.5 million due to product mix, and lower amortization expense related to legacy operations of $0.7 million. Income from operations as a percentage of revenues declined 1.6% primarily due to the product mix impact of business combinations, as certain products had lower margins than Mirion’s legacy medical businesses.
Industrial
 
Dollars in millions)
   
June 30,
2020
    
June 30,
2019
    
$
Change
     
%
Change
  
Revenues
    $ 415.6     $ 397.2     $ 18.4        4.6 % 
Income from operations
    $ 59.6     $ 55.0     $ 4.6        8.4 % 
Income from operations as a % of revenues
      14.3 %      13.8 %                  
Industrial revenues were $415.6 million in FY 2020, an increase of $18.4 million, or 4.6% from FY 2019. Revenues increased primarily due to business combinations ($14.0 million from Selmic and Premium Analyse), new product offerings, and government
year-end
purchases driving increased revenues from certain customers.
Income from operations, which includes an inventory valuation impact of $1.3 million but excludes
non-operational
costs, was $59.6 million in FY 2020, an increase of $4.6 million, or 8.4%, compared with the prior year period, while income from operations as a percentage of revenues increased 0.5%. The $4.6 million increase in income from operations was primarily due to the impact of business combinations ($1.3 million from
 
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Selmic and Premium Analyse), lower amortization expense related to legacy operations of $3.4 million and reduced travel expenses of $1.3 million, offset by lower gross profit impact of approximately $1.4 million from legacy operations due to product mix.
Corporate and other
Corporate and other costs include costs associated with Mirion’s headquarters, as well as centralized global functions including Executive, Finance, Legal and Compliance, Human Resources, Technology, Strategy, and Marketing. Corporate and other costs were $50.5 million and $36.4 million in the 2020 and 2019 periods, respectively. The $14.1 million increase in corporate and other expenses in FY 2020 versus the comparable prior year period was primarily the result of $8.8 million increase in costs to achieve synergies, acquisition, integration and strategic initiatives, an increase of $2.0 in compensation and related costs and $1.8 million increase in professional fees. For reconciliations of segment operating income and corporate and other costs to Mirion’s consolidated results, see Note 15–
Segment Information
to the consolidated financial statements.
Quarterly Results of Operations
The following table sets forth selected unaudited quarterly financial data for our last eight completed fiscal quarters. The information for each of these quarters reflects all adjustments that are of a normal, recurring nature and that we consider necessary for a fair presentation of our operating results for such periods. The quarterly results of operations presented should be read in conjunction with our audited consolidated financial statements and notes thereto appearing elsewhere in this document and are not necessarily indicative of our operating results for any future period. Revenues for certain quarters are impacted by the capital spending patterns of government customers, which are influenced by budgetary considerations and driven by timing of fiscal year-ends.
 
($ in millions)
  
June 30,
2021
    
March 31,
2021
    
December 31,
2020
    
September 30,
2020
    
June 30,
2020
    
March 31,
2020
    
December 31,
2019
    
September 30,
2019
  
Revenues
   $ 180.0     $ 166.2     $ 150.8     $ 114.6     $ 141.2     $ 109.8     $ 132.1     $ 95.1  
Adjusted revenues
(1)(2)
   $ 183.7     $ 170.5     $ 150.8     $ 114.6     $ 141.4     $ 109.8     $ 132.1     $ 95.1  
Net loss
   $ (27.4 )    $ (71.4 )    $ (19.2 )    $ (40.4 )    $ (24.5 )    $ (36.4 )    $ (22.5 )    $ (35.7 ) 
Adjusted net income (loss)
(1)(3)
   $ 3.2     $ (40.7 )    $ 3.7     $ (20.9 )    $ (5.4 )    $ (24.7 )    $ (7.1 )    $ (26.1 ) 
EBITA
(1)(4)
   $ 22.7     $ 13.8     $ 16.4     $ 8.8     $ 25.9     $ 17.9     $ 20.4     $ 11.1  
EBITDA
(1)(4)
   $ 29.6     $ 18.8     $ 21.0     $ 13.1     $ 30.4     $ 22.1     $ 24.6     $ 16.1  
Adjusted EBITDA
(1)(4)
   $ 50.0     $ 39.8     $ 38.3     $ 24.1     $ 40.9     $ 25.0     $ 32.9     $ 15.9  
 
(1)
Adjusted revenues, Adjusted net (loss) income, EBITA, EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, U.S. GAAP. Adjusted revenues, Adjusted net (loss) income, EBITA, EBITDA, and Adjusted EBITDA are included in this document because they are key metrics used by management to assess our financial performance. We believe that these measures are useful because they provide investors with information regarding our operating performance that is used by our management in its reporting and planning processes. These measures may not be comparable to similarly titled measures and disclosures reported by other companies.
Adjusted revenues are defined as U.S. GAAP revenues adjusted to remove the impact of purchase accounting on the recognition of deferred revenue. We have acquired businesses whose net tangible assets include deferred revenue. In accordance with GAAP reporting requirements, we recorded adjustments reducing deferred revenue under arrangements predating the business combination to fair value. Therefore, our GAAP revenues after the date of acquisition will not reflect the full amount of revenues that would have been reported if the acquired deferred revenue was not written down to fair value. Therefore, Adjusted revenues reverses the impact of this deferred revenue write-down to provide another view of the revenue
run-rate
in a given period and providing meaningful information for comparative results in future periods.
 
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Adjusted net (loss) income is defined as U.S. GAAP net income adjusted for foreign currency gains and losses, amortization of acquired intangible assets, the impact of purchase accounting on the recognition of deferred revenue, certain
non-operating
expenses (certain purchase accounting impacts related to revenues and inventory, restructuring and costs to achieve operational synergies, merger and acquisition expenses and IT project implementation expenses), and income tax impacts of these adjustments.
EBITA is defined as income before net interest expenses (including loss on debt extinguishment), income tax (benefit) provision, and amortization. EBITDA is defined as income before net interest expense (including loss on debt extinguishment), income tax (benefit) provision, and depreciation and amortization. EBITA and EBITDA are not terms defined under U.S. GAAP and do not purport to be alternatives to net income as measures of operating performance or to cash flows from operating activities as measures of liquidity. Additionally, EBITA and EBITDA are not intended to be measures of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements.
Adjusted EBITDA is defined as EBITDA excluding the items described in the table below. Adjusted EBITDA is used by management as a measure of operating performance. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about our results of operations that management utilizes on an ongoing basis to assess our core operating performance.
EBITA, EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. You should not consider our EBITA, EBITDA and Adjusted EBITDA as alternatives to operating income or net income, determined in accordance with U.S. GAAP.
 
(2)
The following table reconciles Adjusted revenues to the most directly comparable U.S. GAAP financial performance measure, which is revenues:
 
($ in millions)
  
June 30,
2021
    
March 31,
2021
    
December 31,
2020
    
September 30,
2020
    
June 30,
2020
    
March 31,
2020
    
December 31,
2019
    
September 30,
2019
  
Revenues
  
$
180.0
 
  
$
166.2
 
  
$
150.8
 
  
$
114.6
 
  
$
141.2
 
  
$
109.8
 
  
$
132.1
 
  
$
95.1
 
Revenue reduction from purchase accounting
     3.7       4.3       —         —         0.2       —         —         —    
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Adjusted revenues
  
$
183.7
 
  
$
170.5
 
  
$
150.8
 
  
$
114.6
 
  
$
141.4
 
  
$
109.8
 
  
$
132.1
 
  
$
95.1
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
(3)
The following table reconciles Adjusted net (loss) income to the most directly comparable U.S. GAAP financial performance measure, which is net loss:
 
($ in millions)
  
June 30,
2021
    
March 31,
2021
    
December 31,
2020
    
September 30,
2020
    
June 30,
2020
    
March 31,
2020
    
December 31,
2019
    
September 30,
2019
  
Net loss
  
$
(27.4
) 
  
$
(71.4
) 
  
$
(19.2
) 
  
$
(40.4
) 
  
$
(24.5
) 
  
$
(36.4
) 
  
$
(22.5
) 
  
$
(35.7
) 
Revenue reduction from purchase accounting
     3.7       4.3       —         —         0.2       —         —         —    
Cost of revenues impact from inventory valuation purchase accounting
     —         4.7       0.5       —         0.5       0.5       0.4       0.2  
Foreign currency loss (gain), net
     1.1       (4.0 )      8.2       8.1       3.4       (2.0 )      4.7       (6.7 ) 
Amortization of acquired intangibles
     18.6       18.6       13.5       12.2       12.4       12.7       12.7       12.8  
Non-operating
expenses
     15.6       16.1       8.5       2.9       6.4       4.3       3.2       6.2  
Tax impact of adjustments above
     (8.4 )      (9.0 )      (7.8 )      (3.7 )      (3.8 )      (3.8 )      (5.6 )      (2.9 ) 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Adjusted net income (loss)
  
$
3.2
 
  
$
(40.7
) 
  
$
3.7
 
  
$
(20.9
) 
  
$
(5.4
) 
  
$
(24.7
) 
  
$
(7.1
) 
  
$
(26.1
) 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
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(4)
The following table reconciles EBITA, EBITDA and Adjusted EBITDA to the most directly comparable U.S. GAAP financial performance measure, which is net loss:
 
($ in millions)
  
June 30,
2021
    
March 31,
2021
    
December 31,
2020
    
September 30,
2020
    
June 30,
2020
    
March 31,
2020
    
December 31,
2019
    
September 30,
2019
  
Net loss
  
$
(27.4
) 
  
$
(71.4
) 
  
$
(19.2
) 
  
$
(40.4
) 
  
$
(24.5
) 
  
$
(36.4
) 
  
$
(22.5
) 
  
$
(35.7
) 
Interest expense, net
     43.7       43.0       38.5       38.0       38.7       39.2       35.9       35.5  
Income tax (benefit) provision
     (12.1 )      23.6       (16.4 )      (1.0 )      (0.7 )      2.4       (5.7 )      (1.5 ) 
Amortization
     18.5       18.6       13.5       12.2       12.4       12.7       12.7       12.8  
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
EBITA
  
$
22.7
 
  
$
13.8
 
  
$
16.4
 
  
$
8.8
 
  
$
25.9
 
  
$
17.9
 
  
$
20.4
 
  
$
11.1
 
Depreciation
     6.9       5.0       4.6       4.3       4.5       4.2       4.2       5.0  
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
EBITDA
  
$
29.6
 
  
$
18.8
 
  
$
21.0
 
  
$
13.1
 
  
$
30.4
 
  
$
22.1
 
  
$
24.6
 
  
$
16.1
 
Stock compensation expense
     —         (0.1 )      0.1       —         —         0.1       —         0.1  
Debt extinguishment
     —         —         —         —         —         —         —         —    
Foreign currency loss (gain), net
     1.1       (4.0 )      8.2       8.1       3.4       (2.0 )      4.7       (6.7 ) 
Revenue reduction from purchase accounting
     3.7       4.3       —         —         0.2       —         —         —    
Cost of revenues impact from inventory valuation purchase accounting
     —         4.7       0.5       —         0.5       0.5       0.4       0.2  
Non-operating
expenses
     15.6
*
 		     16.1
*
 		     8.5       2.9       6.4       4.3       3.2       6.2  
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Adjusted EBITDA
  
$
50.0
 
  
$
39.8
 
  
$
38.3
 
  
$
24.1
 
  
$
40.9
 
  
$
25.0
 
  
$
32.9
 
  
$
15.9
 
 
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
*
Non-operating
expenses increased in the three-month periods ended March 31, 2021, and June 30, 2021, primarily due to Business Combination and public company transition costs, costs to achieve operational synergies, and restructuring costs.
Liquidity and Capital Resources
Overview of Liquidity
Mirion’s primary future cash needs relate to working capital, operating activities, capital spending, strategic investments, and debt service.
Mirion management believes that net cash provided by operating activities, augmented by long-term debt arrangements, will provide adequate liquidity for the next 12 months of independent operations, as well as the resources necessary to invest for growth in existing businesses and manage its capital structure on a short- and long-term basis. Access to capital and availability of financing on acceptable terms in the future will be affected by many factors, including Mirion’s credit rating, economic conditions, and the overall liquidity of capital markets. There can be no assurance of continued access to capital markets on acceptable terms.
At June 30, 2021, and June 30, 2020, Mirion had $101.1 million and $118.4 million, respectively, in cash and cash equivalents, which include amounts held by entities outside of the United States of approximately $67.3 million and $73.7 million, respectively, primarily in Europe and Canada.
Non-U.S.
cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. Mirion is
 
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Table of Contents
not asserting indefinite reinvestment of cash for certain
non-U.S.
subsidiaries due to the outstanding debt obligations in instances where alternative repatriation options other than dividends are not available. The 2019 Credit Facility provides for up to $90.0 million of revolving borrowings. As of June 30, 2021, Mirion had borrowing availability of $81.3 million under the 2019 Credit Facility after giving effect to $8.7 million of outstanding letters of credit.
Long-term debt obligations
There is a discussion in Note 8 of the consolidated financial statements included elsewhere in this proxy statement/prospectus of the long-term debt arrangements issued by Mirion.
Debt Profile
Third Party Debt Before the Business Combination
In March 2019, Mirion Technologies (HoldingRep), Ltd., a wholly owned subsidiary of the Company, and its subsidiaries entered into a credit agreement with Morgan Stanley Senior Funding Inc., as administrative agent, certain other revolving lenders and a syndicate of institutional lenders (collectively, the “Existing Credit Facility”). The Existing Credit Facility originally provided for financing of a $450.0 million senior secured term loan facility and a €125 million senior secured term loan facility, as well as a $90.0 million revolving line of credit. The Existing Credit Facility was amended to provide an additional $34.0 million, $66.0 million and $225.0 million of senior secured term loans in July 2019, December 2019 and December 2020, respectively. As of June 30, 2021, the aggregate principal amount of the term loan outstanding under the Existing Credit Facility was $906.4 million.
The USD portion of the term loan has a
7-year
term (maturing in March 2026), bears interest at the greater of Adjusted London Interbank Offered Rate (“LIBOR”) or 0%, plus 4.00%. The interest rate was 4.15% and 5.07% at June 30, 2021, and June 30, 2020, respectively. The Company repaid $7.2 million and $5.5 million for the years ended June 30, 2021, and June 30, 2020, respectively. The Euro portion of the term loan also has a
7-year
term (maturing in March 2026), bears interest at the greater of European Union interbank market (“Euribor”) or 0%, plus 4.25%. Annual principal payments on the first lien term loan facilities are due quarterly, and are (x) $1,947,108.17 per quarter with respect to the US Dollar denominated term loans and (y) €312,500 per quarter with respect to the Euro denominated term loans. As of June 30, 2021, and June 30, 2020, the interest rate was 4.25%. The Company repaid $1.5 million and $1.4 million during the years ended June 30, 2021, and June 30, 2020, respectively. The revolving line of credit has a
5-year
term and bears interest at the greater of LIBOR or 0%, plus 4.00%. The agreement requires the payment of a commitment fee of 0.50% per annum for unused revolving commitments. The revolving line of credit matures in March 2024, at which time all outstanding revolving facility loans and accrued and unpaid interest are due. Any outstanding letters of credit issued under the Existing Credit Agreement reduce the availability under the revolving line of credit. The outstanding balance under the revolving credit facility was $35.0 million as of June 30, 2020, with no outstanding balance as of June 30, 2021. Additionally, the Company has standby letters of credit issued under the Existing Credit Facility that reduced the availability under the revolving credit facility by $8.7 million and $9.0 million at June 30, 2021, and June 30, 2020, respectively, the amount available on the revolving credit facility was approximately $81.3 million and $46.0 million for the same periods, respectively
The Existing Credit Facility is secured by a first priority lien on substantially all of the assets of MT HoldingRep and its borrower and guarantor subsidiaries organized in the United States and by certain assets of borrower or guarantor subsidiaries organized in Germany, United Kingdom, Canada, France, Belgium and Luxembourg, in each case, subject to customary exceptions and limitations. Loan fees recorded as debt discounts are amortized using the effective interest method. The Existing Credit Facility contains customary affirmative and negative covenants. The revolving facility also contains a financial covenant that requires MT HoldingRep and subsidiaries, under certain conditions, to maintain a “consolidated first lien secured debt to consolidated EBITDA
 
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ratio” (as defined in the Existing Credit Facility) of 7.70:1.00. The negative covenants, subject to certain thresholds and exceptions, generally limit the ability of MT HoldingRep and subsidiaries to, among other things, incur additional debt, create liens, make fundamental changes, make certain investments, pay dividends, purchase or retire equity interests, or prepay or retire certain debt. The covenants also contain limitations on the activities of MT HoldingRep as the “passive” holding company.
The Existing Credit Facility will be repaid in full upon the consummation of the Business Combination and replaced with the New Credit Facilities (as defined below). In addition to the Existing Credit Facility, at June 30, 2021, the Company had other outstanding third-party debt with an aggregate principal amount of $2.3 million, of which $0.3 million will be paid off at the Closing, the remainder of which will be unaffected by the closing of the Business Combination. At June 30, 2021, the Company also had $1,170.5 million in notes payable to related parties, all of which will be extinguished upon the closing of the Business Combination. See Note 8. “Borrowings” in the Company’s consolidated financial statements as of, and for the year ended, June 30, 2021, included elsewhere in this proxy statement / prospectus.
Debt After the Business Combination
In connection with the Business Combination Agreement, Mirion Technologies (HoldingSub2) Ltd. (“MT HoldingSub2”) entered into a Commitment Letter (the “Debt Commitment Letter”) with Goldman Sachs Lending Partners LLC (“GS Lending”) and Citigroup Global Markets Inc. (“Citi”) and certain other financial institutions that may become party thereto from time to time (GS Lending and Citi, together with those other financial institutions that may also become party to the Debt Commitment Letter, the “financing sources”), pursuant to which the financing sources have committed to provide to Mirion Technologies (US), Inc., as the subsidiary borrower, and a parent entity of the Mirion TopCo business to be formed (which will be an indirect subsidiary of Mirion TopCo), senior secured credit facilities to be used to, among other things (i) finance the transactions contemplated by the Business Combination Agreement, (ii) repay and terminate the existing indebtedness of Mirion (the “Debt Refinancing”) and (iii) pay all fees, premiums, expenses and other transaction costs incurred in connection with the foregoing. The aggregate commitment of the senior secured credit facilities consists of a $830 million dollar-denominated first lien term facility and a $90 million revolving credit facility (of which up to $50 million will be available for letters of credit) (collectively, the “New Credit Facilities”). Upon the consummation of the Business Combination, all or a portion of the New Credit Facilities will become the direct obligations of MT HoldingSub2 or one or more subsidiaries of MT HoldingSub2 and will be secured by substantially all of MT HoldingSub2’s and the Guarantors’ assets (subject to customary exclusions and limitations), as further described under “Description of New Mirion Indebtedness” elsewhere in this proxy statement/prospectus.
Borrowings under the New Credit Facilities will accrue interest at a rate of LIBOR plus an applicable margin to be determined with respect to the term loans and 3.00% with respect to the revolving credit facility. The agreement requires the payment of a commitment fee of 0.50% per annum for unused revolving commitments. The first lien term facility will mature on the seventh anniversary of the date of the closing of the Business Combination. The revolving facility will mature on the fifth anniversary of the date of the closing of the Business Combination. The definitive documentation for the New Credit Facilities has not been finalized and, accordingly, the actual terms of the debt financing, including the interest rate, may differ from those described in this proxy statement/prospectus.
The obligations of the borrowers under the New Credit Facilities and certain of their (and their subsidiaries’) respective obligations under hedging arrangements and cash management arrangements will be unconditionally guaranteed by MT HoldingSub2 and each existing and subsequently acquired or organized direct or indirect wholly-owned US subsidiary of the borrowers (collectively, the “Guarantors”), in each case, other than certain excluded subsidiaries and subject to other customary limitations to be set forth in the definitive documentation with respect to the debt financing. The New Credit Facilities will be secured by a security interest in substantially all of the assets of the Guarantors (and including a pledge of the equity interests of each borrower and of each
 
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Guarantor and of their respective direct, wholly owned restricted subsidiaries), in each case subject to customary exceptions (including exceptions for certain adverse tax consequences).
The revolving facility will require MT HoldingSub2 to maintain a maximum first lien net leverage ratio (to be defined in the definitive documentation with respect to the debt financing) at a level equal to a single first lien net leverage ratio level calculated based on providing a 40% cushion to consolidated EBITDA for the most recent four fiscal quarter period ending prior to the date of the closing. This “springing” financial covenant will be tested on the last day of each fiscal quarter, commencing with the last day of the second full fiscal quarter after the closing date, but only if on such date the revolving loans (excluding, for the first two fiscal quarters following the initial potential testing date, the amount of revolving loans drawn at closing) are outstanding in an aggregate principal amount exceeding 40% of the total revolving commitments under the revolving facility.
The New Credit Facilities will also contain a number of customary negative covenants. Such covenants, among other things, will limit or restrict the ability of each of the borrowers, their restricted subsidiaries, and where applicable, MT HoldingSub2, to, among other things, incur additional indebtedness, incur liens on assets, sell assets and make certain dividends or other payments, make and acquisitions and other investments, subject to certain exceptions. See “
Description of New Mirion Indebtedness
” for more information about the negative covenants.
Cash flows
Year ended June 30, 2021 compared to year ended June 30, 2020
 
(Dollars in millions)
   
June 30,
2021
    
June 30,
2020
    
$
Change
    
%
Change
  
Net cash provided by operating activities
    $ 53.6     $ 39.5     $ 14.1       35.7 % 
Net cash used in investing activities
    $ (313.3 )    $ (75.6 )    $ (237.7 )      314.4 % 
Net cash provided by financing activities
    $ 239.0     $ 118.9     $ 120.1       101.0 % 
 
Non-GAAP:
 
                                 
(Dollars in millions)
   
June 30,
2021
    
June 30,
2020
              
Net cash provided by (used for) operating activities
   
$
53.6
 
  
$
39.5
 
                
Purchases of property, plant, and equipment and badges
      (23.2 )      (19.9 )                 
    
 
 
    
 
 
                  
Free cash flow
(1)
   
$
30.4
 
  
$
19.6
 
                
Cash used for
non-operating
expenses
      30.8       16.4                  
    
 
 
    
 
 
                  
Adjusted free cash flow
(1)
   
$
61.2
 
  
$
36.0
 
                
    
 
 
    
 
 
                  
 
  (1)
Free cash flow and Adjusted free cash flow are supplemental measures of our performance that are not required by, or presented in accordance with, U.S. GAAP. We believe that free cash flow and Adjusted free cash flow are important because they provide management with measurements of cash generated from operations that is available for payment obligations and investment opportunities, such as repaying debt and funding acquisitions.
Free cash flow is defined as U.S. GAAP net cash provided by operating activities adjusted to include the impact of purchases of property, plant, and equipment and purchases of badges. Adjusted free cash flow is defined as free cash flow adjusted to include the impact of cash used to fund
non-operating
expenses (as previously defined). We believe that the inclusion of supplementary adjustments to free cash flow applied in presenting Adjusted free cash flow is appropriate to provide additional information to investors about our cash flows that management utilizes on an ongoing basis to assess our ability to generate cash for use in acquisitions and other investing and financing activities.
 
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Free cash flow and Adjusted free cash flow may not be comparable to similarly titled measures used by other companies. You should not consider our Free cash flow or Adjusted free cash flow as alternatives to net cash provided by (used for) operating activities in accordance with U.S. GAAP.
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $53.6 million during the year ended June 30, 2021, a $14.1 million, or 35.7%, increase compared to the year ended June 30, 2020 primarily due to cash inflow resulting from a decrease in net loss adjusted for
non-cash
items of approximately $5.9 million and cash inflow of $8.2 million from improved working capital (cash inflows of $5.1 million in accounts payable and $23.9 million from other operating assets and liabilities, offset by cash outflows of $8.0 million in accounts receivable, $3.3 million in inventories, and $9.5 million in accrued expenses and other current liabilities).
Net Cash Used in Investing Activities
Net cash used in investing activities was $313.3 million during the year ended June 30, 2021 compared to net cash used in investing activities of $75.6 million in the year ended June 30, 2020. The $237.7 million, or 314.4%, increase is primarily the result of greater acquisition activity (an increase of $234.4 million) in addition to purchases of property, plant and equipment and badges. Capital expenditures were $23.2 million and $19.9 million in the year ended June 30, 2021 and the year ended June 30, 2020, respectively, related to property, plant, and equipment and badges.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was $239.0 million in the year ended June 30, 2021 compared to $118.9 million of cash provided in the year ended June 30, 2020. During the year ended June 30, 2021, Mirion borrowed a net $218.8 million of notes payable under the 2019 Credit Facility and a net $70.0 million of borrowings from related parties, offset by $35.0 million of repayments of borrowings on the revolver term loan and $14.8 million of repayments of principal ($8.8 million under the 2019 Credit Facility and $6.0 million of the NRG loan). During the year ended June 30, 2020, Mirion borrowed a net $98.8 million of notes payable under the 2019 Credit Facility and $80.0 million of borrowings under the revolver, offset by $13.4 million principal repayments of notes payable, $45.0 million repayments of borrowings on the revolver term loan, $2.0 million of contingent consideration payments, and $0.4 million of distributions to noncontrolling interests.
Year ended June 30, 2020 compared to year ended June 30, 2019
 
(Dollars in millions)
   
2020
     
2019
     
$
Change
     
%
Change
  
Net cash provided by operating activities
    $ 39.5      $ 14.7      $ 24.8        168.7 % 
Net cash used in investing activities
    $ (75.6 )     $ (25.6 )     $ (50.0 )       195.3 % 
Net cash provided by financing activities
    $ 118.9      $ 15.0      $ 103.9        692.7 % 
 
Non-GAAP:
 
                                    
(Dollars in millions)
   
2020
     
2019
                
Net cash provided by operating activities
   
$
39.5
 
   
$
14.7
 
                  
Purchases of property, plant, equipment and badges
      (19.9 )       (16.5 )                   
    
 
 
     
 
 
                    
Free cash flow
   
$
19.6
 
   
$
(1.8
) 
                  
Cash used for
non-operating
expenses
      16.4        10.3                    
    
 
 
     
 
 
                    
Adjusted free cash flow
   
$
36.0
 
   
$
8.5
 
                  
    
 
 
     
 
 
                    
 
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Net Cash Provided by Operating Activities
Net cash from operating activities was $39.5 million in FY 2020, a $24.8 million, or 168.7%, increase compared to FY 2019 resulting from a decrease in net loss adjusted for
non-cash
items of approximately $3.2 million offset by cash inflow of $28.0 million from improved working capital (cash inflows of $12.1 million from inventories, $0.2 million from accounts payable, $20.4 million from accrued expenses and other current liabilities, and $2.1 million of other operating assets and liabilities, offset by cash outflows of $6.8 million from accounts receivable).
Net Cash Used in Investing Activities
Net cash used in investing activities was $75.6 million in FY 2020 compared to net cash used in investing activities of $25.6 million in FY 2019. The $50.0 million, or 195.3%, increase is primarily the result of greater acquisition activity (an increase of $46.6 million) in addition to purchases of property, plant and equipment and badges. Capital expenditures were $19.9 million and $16.5 million in FY 2020 and FY 2019, respectively, related to property, plant, and equipment.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was $118.9 million in FY 2020 compared to net cash provided by financing activities of $15.0 million in FY 2019. During FY 2020, Mirion borrowed $98.8 million of notes payable (primarily under the 2019 Credit Facility) and $80.0 million of borrowings under the revolver, offset by $13.4 million principal repayments of notes payable, $45.0 million repayments of borrowings on the revolver term loan, $2.0 million of contingent consideration payments, and $0.4 million of distributions to noncontrolling interests. During FY 2019, net cash provided by financing activities was driven primarily by net borrowings due to the refinancing of debt and issuance of notes payable under the 2019 Credit Facility of $28.5 million offset by repayments of $13.0 million for the revolver.
Critical Accounting Policies and Estimates
Mirion’s consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Such estimates are based on historical experience and on various other factors that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. Mirion believes that the accounting policies discussed below are critical to understanding historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
Business combinations
We account for business acquisitions in accordance with the Financial Accounting Standards Board (“
FASB
”) Accounting Standards Codification (“
ASC
”) 805,
Business Combinations
. This standard requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction and establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard prescribe, among other things, the determination of acquisition date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition-related restructuring costs from acquisition accounting.
The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount
 
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rates at the closing date of the acquisition. For
non-observable
market values, the Company determines fair value using acceptable valuation principles (e.g., multiple excess earnings, relief from royalty and cost methods).
Goodwill
Goodwill represents the excess of the purchase price paid over the estimated fair value of the net assets acquired and liabilities assumed in the acquisition of a business.
Goodwill has an indefinite useful life, and is not amortized, but instead tested for impairment annually during the fiscal year fourth quarter or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350,
Intangibles — Goodwill and Other
. The Company tests for goodwill impairment at the reporting unit level, which is an operating segment or one level below an operating segment. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit.
ASC 350 allows an optional qualitative assessment as part of annual impairment testing, prior to a quantitative assessment test, to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. If a qualitative assessment determines an impairment is more likely than not, the Company is required to perform a quantitative impairment test. Otherwise, no further analysis is required. Alternatively, the Company may elect to proceed directly to the quantitative impairment test.
In conducting a qualitative assessment, the Company analyzes actual and projected growth trends for net sales and margin for each reporting unit, as well as historical performance versus plan and the results of prior quantitative tests performed. Additionally, the Company assesses factors that may impact its business, including macroeconomic conditions and the related impact, market-related exposures, plans to market for sale all or a portion of the business, competitive changes, new or discontinued product lines, changes in key personnel, and any potential risks to projected financial results.
If performed, the quantitative test compares the fair value of a reporting unit with its carrying amount. We determine the fair value of each reporting unit by estimating the present value of expected future cash flows, discounted by the applicable discount rate, and peer company multiples. If the carrying value exceeds the fair value, the Company recognizes an impairment loss in the amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit.
Based upon our review and analysis, no impairments were deemed to have occurred during any of the years presented.
Intangible Assets
Intangible assets relate to the value associated with our developed technology, customer relationships, backlog, trade names and
non-compete
agreements at the time of acquisition through business combinations. Definite lived intangible assets are amortized over their estimated useful lives, ranging from 1 to 16 years.
Revenue Recognition
Prior to July 1, 2019, the Company recognized revenue based on ASC 605,
Revenue Recognition
, when there was persuasive evidence of an arrangement, product delivery had occurred or services had been provided, the sales price was fixed or determinable and collectability was reasonably assured. Beginning July 1, 2019, the Company
 
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recognizes revenue based on ASC 606,
Revenue from Contracts with Customers
as performance obligations are satisfied by transferring control of promised goods or service to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. See
Recently Adopted Accounting Guidance
below for a discussion of the change in revenue recognition accounting that became effective on July 1, 2019.
ASC 606
Performance Obligations
The Company identifies a performance obligation for each promise in a contract to transfer a distinct good or service to the customer. As part of its assessment, the Company considers all goods and/or services promised in the contract, regardless of whether they are explicitly stated or implied by customary business practices. The Company’s contracts may contain either a single performance obligation, including the promise to transfer individual goods or services that are not separately distinct within the context of the respective contracts, or multiple performance obligations. For contracts that contain multiple performance obligations, the Company allocates the consideration to which it expects to be entitled to each performance obligation based on relative standalone selling prices and recognizes the related revenue when or as control of each individual performance obligation is transferred to customers. Service revenues (warranty contracts, post contract support, and subscription-based services) are recognized over time as the customers receive and consume benefits of such services simultaneously.
The Company exercises judgment in determining the timing of revenue by analyzing the point in time or the period over which the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the performance obligation. Typically, over-time revenue recognition is based on the utilization of an input measure used to measure progress, such as costs incurred to date relative to total estimated costs. Changes in total estimated costs are recognized using the cumulative
catch-up
method of accounting which recognize the cumulative effect of the changes on current and prior periods in the current period. Accordingly, the effect of the changes on future periods of contract performance is recognized as if the revised estimate had been the original estimate. A significant change in an estimate on one or more contracts could have a material effect on the Company’s consolidated financial position, results from operations, or cash flows. However, there were no significant changes in estimated contract costs for the year ended June 30, 2021.
If a performance obligation does not qualify for over-time revenue recognition, revenue is then recognized at the
point-in-time
in which control of the distinct good or service is transferred to the customer, typically based upon the terms of delivery.
Certain of the Company’s products are sold through distributors and third-party sales representatives under standard agreements whereby distributors purchase products from the Company and resell them to customers. These agreements give distributors the right to sell the Company’s products within certain territories and establish minimum order requirements. These arrangements do not provide stock rotation or price protection rights and do not contain extended payment terms. Rights of return are limited to repair or replacement of
delivered products that are defective or fail to meet the Company’s published specifications. Provisions for these warranty costs are recognized in the same period that the related revenue is recorded.
The remaining performance obligation for open contracts as of June 30, 2021 include assembly, delivery, installation and training. Payment terms for shipments to
end-users
are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements can call for payments in advance of performing the work (e.g., extended warranty and service contracts), upon completion of contract milestones (e.g., custom development manufacturing), or a combination of each.
 
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ASC 605
Prior to July 1, 2019, the Company recognized revenue from sales contracts when there was persuasive evidence of an arrangement, product delivery had occurred or services had been provided, the sales price was fixed or determinable and collectability was reasonably assured. For sales contracts that contain customer-specific acceptance provisions, revenue and the related costs were deferred until the customer had indicated successful completion of site acceptance tests or the Company had otherwise determined that all customer-specific acceptance criteria had been met. Where the Company performed detailed factory acceptance testing on completed products, which, in some instances, was sufficiently extensive and reliable to demonstrate that its products meet the customer-specified objective acceptance criteria set forth in the related sales arrangements. In such instances, the Company recognized revenue based on delivery terms and prior to the receipt of notification of formal acceptance from the customer.
The Company combined a group of contracts as one project if they are closely related and were in substance, part of a single project with an overall project margin. The Company segmented a contract into several projects when they were of different business substance, for example, with different business negotiation, solutions, implementation plans, and margins.
The Company evaluated each deliverable in an arrangement to determine whether they represented separate units of accounting. A deliverable constituted a separate unit of accounting when it had stand-alone value, and for an arrangement that included a general right of return relative to the delivered products or services, when delivery or performance of the undelivered product or service was considered probable and is substantially controlled by the Company. The Company considers a deliverable to have stand-alone value if the product or service is sold separately by the Company or another vendor or could be resold by the customer on a stand-alone basis at an amount that would substantially recover the original purchase price. Further, the revenue arrangements generally do not include a general right of return relative to the delivered products. Where the aforementioned criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition.
When a sales arrangement contains multiple units of accounting, the Company allocates the total arrangement consideration to each separable element of an arrangement based upon the relative selling price of each element. Allocation of the consideration is determined at arrangement inception based on each unit’s relative selling price, which is determined based on a selling price hierarchy. The relative selling price for a deliverable is based on its vendor-specific objective evidence (“
VSOE
”) if available, third-party evidence (“
TPE
”) if VSOE is not available or estimated selling price if neither VSOE nor TPE is available. The Company then recognizes revenue on each deliverable in accordance with its policies for product and service revenue recognition. The Company is not typically able to determine VSOE or TPE and therefore uses estimated selling prices to allocate revenue between the elements of the arrangement. The Company establishes its best estimate of the selling price considering multiple factors, including, but not limited to, pricing practices in different geographies and through different sales channels, costs and margin objectives, competitive pricing strategies and general market conditions.
The Company limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services or future performance obligations or subject to customer-specific cancellation rights.
For all arrangements, amounts billed to a customer related to shipping and handling are classified as revenue while all costs incurred by the Company for shipping and handling are classified as cost of revenue. Provisions and allowances for discounts to customers, estimated sales returns, service cancellations, and other adjustments are provided for in the same period that the related revenue is recorded.
 
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Certain of the Company’s products are sold through distributors and third-party sales representatives under standard agreements whereby distributors purchase products from the Company and resell them to customers. These agreements give distributors the right to sell the Company’s products within certain territories and establish minimum order requirements. These arrangements do not provide stock rotation or price protection rights and do not contain extended payment terms. Rights of return are limited to repair or replacement of delivered products that are defective or fail to meet the Company’s published specifications. Provisions for these warranty costs are recognized in the same period that the related revenue is recorded.
Revenue from certain fixed-price contracts that involve customization of equipment to customer specifications is recorded using a
percentage-of-completion
method measured on the
cost-to-cost
basis. Contract costs include all direct materials and labor costs, as well as indirect costs related to contract performance. Changes in job performance, job conditions, and estimated profitability result in revisions to costs and revenue and are recognized in the period in which the revisions are determined. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are first determined. Revenue earned in excess of billings on contracts in progress is classified in the consolidated balance sheet as a current asset and included in costs in excess of billings on uncompleted contracts. Amounts billed in excess of revenue earned are classified as a current liability and included in deferred contract revenue.
Revenue derived from passive dosimetry and analytical services is of a subscription nature, with passive dosimetry and analytical services provided to customers on an agreed-upon recurring monthly, quarterly, or annual basis. Services are provided to the customer through passive dosimeter badges that the Company supplies to customer personnel. Depending on the type of badge utilized, either customers return the used badges to the Company for analysis, or they obtain the analysis directly through a self-service web portal. The Company believes that badge production, badge wearing, badge analysis and report preparation are all integral to the benefit that the Company provides to its customers and, therefore, the service period is defined as the period over which all of these services are provided. Revenue is recognized on a straight-line basis over the service period as the service is continuous, and no other discernible pattern of recognition is evident. Many customers pay for these measuring and monitoring services in advance. The amounts are recorded as deferred contract revenue in the consolidated balance sheets and represent customer deposits invoiced in advance for services to be rendered over the service period, net of a reserve for estimated cancellations.
Pertinent to ASC 606 and 605
The Company sells its products and services mainly to large, private, and governmental organizations in the Americas, Europe, the Middle East, and Asia Pacific regions. The Company performs ongoing evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. The Company generally does not require its customers to provide collateral or other security to support accounts receivable.
Accounting for Income Taxes
The Company accounts for income taxes and the related accounts under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce
deferred tax assets to the amount that will more likely than not be realized. The Company classifies all deferred tax assets and liabilities, and any related valuation allowance, as
non-current
in the consolidated balance sheet.
The Company accounts for uncertainty in income taxes using a
two-step
approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current in the balance sheet, to the extent that the
 
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Company anticipates payment or receipt of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.
Foreign Currency Translation
Local currency is the functional currency for substantially all of the Company’s foreign operations. Assets and liabilities of foreign operations are translated into U.S. dollars using the exchange rates in effect at the balance sheet reporting date, while income and expenses are translated at the average monthly exchange rates during the period. We record gains and losses from the translation of financial statements in foreign currencies into U.S. dollars in other comprehensive income. The income tax effect of currency translation adjustments related to foreign subsidiaries that are not considered indefinitely reinvested is recorded as a component of deferred taxes with an offset to other comprehensive income. We record gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in the consolidated statements of operations for each period.
Litigation
The Company is subject to various legal proceedings, claims, litigation, investigations, and contingencies arising out of the ordinary course of business. While the ultimate results of such suits or other proceedings against us cannot be predicted with certainty, we believe the resolution of these matters will not have a material effect on our results of operations, financial condition, or cash flows. If we believe the likelihood of an adverse legal outcome is probable and the amount is reasonably estimable, we accrue a liability in accordance with accounting guidance for contingencies. We consult with legal counsel on matters related to litigation and seek input both within and outside the Company.
Quantitative and Qualitative Disclosures about Market Risk
Market risk
The market risk inherent in financial statements represents the potential loss in fair value, earnings or cash flows arising from adverse changes in foreign currency exchange rates, commodity prices or interest rates. Mirion may use derivative financial instruments like interest rate swaps to manage exposure to market risks. Mirion does not use derivative financial instruments for trading purposes.
Foreign currency exchange rate risk
In the normal course of business, Mirion is exposed to changes in foreign currency exchange rates due to its worldwide presence and business profile. Foreign currency exposures relate to transactions denominated in currencies that differ from the function currencies of our subsidiaries.
We derived approximately 49.9% of our revenues during FY 2021 from outside the United States through international operations, some of which were transacted in U.S. dollars. In addition, certain of our domestic operations have sales to foreign customers. Although we are impacted by the exchange rates of several currencies, our largest exposures are generally to the Euro, Canadian dollar, British Pound, and Japanese Yen. In conducting our foreign operations, we also make inter-company sales denominated in different currencies. These activities expose us to the effect of changes in foreign currency exchange rates. Flows of foreign currencies into and out of our operations are generally stable, regularly occurring and are recorded at fair market value in our financial statements.
During the fiscal years ended June 30, 2021, and June 30, 2020, the effect of a hypothetical 10% change in foreign currencies that we have exposure to compared to the U.S. dollar would have impacted our revenues by approximately $41.7 million and $31.6 million, respectively.
 
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During the fiscal years ended June 30, 2021, and June 30, 2020, the effect of a hypothetical 1% change in exchange rates would have impacted accumulated other comprehensive income by approximately $4.5 million and $5.1 million, respectively. This impact does not consider the effects of a stronger or weaker dollar on our ability to compete for export business or the overall economic activity that could exist in such an environment. Changes in foreign exchange rates could impact the price and the demand for our products such as a strengthening dollar causes exports to become more expensive to foreign customers and businesses that must pay for them in other currencies.
Interest rates
We are exposed to changes in interest rates primarily as a result of our long-term debt. We may from time to time use interest rate swap agreements to manage the interest rate characteristics of a portion of our outstanding debt. However, as of June 30, 2021, we did not have any active interest rate swap agreements. In March 2020, we executed an interest rate cap agreement effective September 30, 2020 through March 31, 2022 for a 2% LIBOR interest rate cap on $542 million notional value. There is no value for this agreement as of June 30, 2021. Based on the amounts and mix of our floating rate debt at June 30, 2021, if market interest rates increase an average of 100 basis points, our
year-to-date
interest expense would increase by approximately $8.2 million. We determined these amounts by considering the impact of the hypothetical interest rates on our borrowing costs. This analysis does not consider the effects of changes in the level of overall economic activity that could exist in such an environment.
 
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DESCRIPTION OF NEW MIRION INDEBTEDNESS
Debt Financing
Debt Commitment Letter
In connection with the Business Combination Agreement, MT HoldingSub2 entered into a Commitment Letter pursuant to which GS Lending and Citi (together with those other financial institutions that may become party to the Debt Commitment Letter) have committed to provide to Mirion Technologies, Inc., as the subsidiary borrower, and a parent entity of the Mirion TopCo business to be formed (which will be an indirect subsidiary of Mirion TopCo), senior secured credit facilities to be used to, among other things, (i) fund the Business Combination, (ii) repay and terminate the existing indebtedness of Mirion Technologies, Inc. and Mirion Technologies (Luxembourg) S.A R.L (the “debt refinancing”) and (iii) pay all fees, premiums, expenses and other transaction costs incurred in connection with the foregoing. The aggregate commitment of the senior secured credit facilities consists of a $830 million dollar-denominated first lien term facility and a $90 million revolving facility.
The obligations of the lenders to provide debt financing under the Debt Commitment Letter are subject to a number of customary conditions, including (1) the execution and delivery of definitive documentation consistent with the terms of the Debt Commitment Letter; (2) the simultaneous or substantially concurrent completion of the Business Combination in accordance in all material respects with the Business Combination Agreement (without giving effect to any amendment, waiver, consent or other modification thereof that is materially adverse to the interests of the lenders (in their capacities as such) unless it is approved by the lenders); (3) since the date of the Business Combination Agreement, there shall not having occurred a “Material Adverse Effect” (as defined in the Business Combination Agreement); (4) the completion of the refinancing of the Existing Credit Facility, prior to, or substantially concurrently with, the initial funding of the debt financing; (5) delivery of certain audited, unaudited and pro forma financial statements; (6) payment of all applicable fees and expenses; (7) the receipt of documentation and other information about the borrowers and guarantors thereto required by regulatory authorities under applicable “know your customer,” “beneficial ownership” and anti-money laundering rules and regulations (including the PATRIOT Act); (8) the execution and delivery of guarantees by guarantors and the taking of certain actions necessary to establish and perfect a security interest in specified items of collateral; (9) the accuracy in all material respects of specified representations and warranties in the loan documents under which the debt financing will be provided and of certain representations and warranties in the Business Combination Agreement and (10) the delivery of certain customary closing documents.
The obligations of the lenders to provide the debt financing under the Debt Commitment Letter will terminate at the earliest of (1) the closing date of the New Credit Facilities; (2) April 7, 2022; (3) the termination of the Business Combination Agreement without the consummation of the Business Combination having occurred; and (4) the consummation of the Business Combination without the use of the debt financing.
As of the last practicable date before the printing of this proxy statement/prospectus, the Debt Commitment Letter remains in effect. The documentation governing the debt financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement/prospectus.
The New Credit Facilities
The first lien term facility and revolving facility will accrue interest at a rate of LIBOR plus an applicable margin to be determined with respect to the term loans and 3.00% with respect to the revolving credit facility. The revolving credit facility requires the payment of a commitment fee of 0.50% per annum for unused revolving commitments. The term loan facility will mature on the seventh anniversary of the closing date. The revolving facility will mature on the fifth anniversary of the date of the closing. The definitive documentation for the New Credit Facilities has not been finalized and, accordingly, the actual terms of the debt financing, including the interest rate, may differ from those described in this proxy statement/prospectus
 
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The revolving facility will include borrowing capacity available for letters of credit of up to $50 million. Any issuance of letters of credit will reduce the amount available under the revolving facility.
The obligations of the borrowers under the New Credit Facility and certain of their (and their subsidiaries’) respective obligations under hedging arrangements and cash management arrangements will be unconditionally guaranteed by MT HoldingSub2 and each existing and subsequently acquired or organized direct or indirect wholly-owned US restricted subsidiary of the borrowers (collectively, the “Guarantors”), in each case, other than certain excluded subsidiaries and subject to other customary limitations to be set forth in the definitive documentation with respect to the debt financing. The debt financing will be secured by a security interest in substantially all of the assets of the borrowers and the Guarantors (and including a pledge of the equity interests of each borrower and of each Guarantor and of their respective direct, wholly-owned restricted subsidiaries), in each case subject to customary exceptions (including exceptions for certain adverse tax consequences).
The revolving facility will require MT HoldingSub2 to maintain a maximum first lien net leverage ratio (to be defined in the definitive documentation with respect to the debt financing) at a level equal to a single first lien net leverage ratio level calculated based on providing a 40% cushion to consolidated EBITDA for the most recent four fiscal quarter period ending prior to the date of the closing. This “springing” financial covenant will be tested on the last day of each fiscal quarter, commencing with the last day of the second full fiscal quarter after the closing date, but only if on such date the revolving loans (excluding, for the first two fiscal quarters following the initial potential testing date, the amount of revolving loans drawn at closing) are outstanding in an aggregate principal amount exceeding 40% of the total revolving commitments under the revolving facility.
The senior secured credit facilities will also contain a number of customary negative covenants. Such covenants, among other things, will limit or restrict the ability of each of the borrowers, their restricted subsidiaries, and where applicable, the direct parent holding company of the borrowers, to, among other things:
 
  •  
incur additional indebtedness and make guarantees;
 
  •  
incur liens on assets;
 
  •  
engage in mergers or consolidations or fundamental changes;
 
  •  
sell assets;
 
  •  
pay dividends and distributions or repurchase capital stock;
 
  •  
make investments, loans and advances, including acquisitions;
 
  •  
enter into certain agreements that would restrict the ability to grant liens;
 
  •  
repay certain junior indebtedness; and
 
  •  
in the case of MT HoldingSub2, engage in activities other than passively holding the equity interests in the borrowers.
The aforementioned restrictions will be subject to certain exceptions and thresholds including (i) the ability to incur additional indebtedness and liens, make investments, dividends and distributions, asset sales and prepayments of junior indebtedness subject, in each case, to compliance with certain financial metrics, thresholds and certain other conditions and (ii) a number of other traditional exceptions that grant the borrowers continued flexibility to operate and develop their businesses. The senior secured credit facilities will also contain certain customary representations and warranties, affirmative covenants and events of default.
The documentation governing the debt financing has not been finalized and, accordingly, the actual terms of the debt financing may differ from that described in this proxy statement/prospectus.
 
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EXECUTIVE COMPENSATION
This section discusses the material components of the executive compensation program for Mirion executive officers who would be Mirion’s “named executive officers” if Mirion was subject to the reporting requirements under the Securities Exchange Act of 1934. We expect that at least some of these executive officers will be named executive officers of the combined business after the closing of the Business Combination. In 2021, Mirion’s “named executive officers” and their positions were as follows:
 
•  
Thomas Logan, Chairman and Chief Executive Officer;
 
•  
Michael Freed, Chief Operating Officer; and
 
•  
Brian Schopfer, Chief Financial Officer.
This discussion may contain forward-looking statements that are based on Mirion’s current plans, considerations, expectations, and determinations regarding future compensation programs. Actual compensation programs that New Mirion adopts following the completion of the Business Combination may differ materially from the currently planned programs summarized in this discussion.
The Company is, and after the Business Combination, New Mirion will be, an emerging growth company and therefore is subject to reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Summary Compensation Table
The following table presents all of the compensation awarded to or earned by or paid to Mirion’s named executive officers for the year ended June 30, 2021.
 
Name and
Principal Position
   
Year
     
Salary
($)
(1)
     
Bonus
($)
     
Stock
Awards
(2)

($)
     
Option
Awards
($)
     
Non-Equity

Incentive Plan
Compensation
(3)

($)
     
All
Other
Compensation
($)
(4)
     
Total
($)
  
Thomas Logan
Chairman and Chief Executive Officer
      2021        639,262        —          19,240,000        —          —          72,025        19,951,287  
Michael Freed
Chief Operating Officer
      2021        398,851        —          —          —          —          12,167        411,018  
Brian Schopfer
Chief Financial Officer
      2021        355,227        —          4,208,750        —          —          15,964        4,579,941  
 
(1)
Amounts reflect the base salary in effect for each named executive officer during fiscal 2021. For additional information, see “
Base Salaries
” and “
2021 Bonuses
” below.
(2)
Reflects the grant date value of a
one-time
grant of profits interests in the Sponsor, which was approved and granted by the Sponsor in recognition of Messrs. Logan and Schopfer’s efforts in connection with the Business Combination. As discussed below under “Profits Interests,” the Sponsor granted Messrs. Logan and Schopfer the award of profits interests on June 16, 2021 in connection with the signing of the Business Combination Agreement. The profits interests award provides for service and performance-vesting, with the award only vesting upon the achievement of specified share price conditions. The grant date fair value of the profits interests is based upon a valuation model using Monte Carlo simulations in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718.
 
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(3)
Amounts payable pursuant to the Company’s annual performance bonus program for the 2021 fiscal year have not yet been determined, but are expected to be determined in September 2021 and will be set forth in a subsequent filing. For additional information on these payments, see “
2021 Bonuses
” below.
(4)
Amounts reflect: (i) for Mr. Logan, a $21,312 cash payment in respect of accrued vacation days, a $14,400 automobile allowance, a company contribution of $12,495 to Mr. Logan’s account under Mirion’s 401(k) plan, a $5,000 reimbursement for financial planning services, $3,500 to cover the costs of an annual physical examination, $13,135 in stipends paid to Mr. Logan for time spent flying his personal aircraft to business events plus corresponding reimbursement for fuel costs associated with such flights, $1,200 for continued automobile maintenance and $983 in Company-paid long-term care insurance premiums; (ii) for Mr. Freed, a company contribution of $11,454 to Mr. Freed’s account under Mirion’s 401(k) plan and $713 in Company-paid long-term care insurance premiums; and (iii) for Mr. Schopfer, company contributions of $10,848 to Mr. Schopfer’s account under Mirion’s 401(k) plan, $2,500 to cover the costs of an annual physical examination, a $1,500 reimbursement for financial planning services, $500 to Mr. Schopfer’s Mirion-sponsored health savings account and $616 in Company-paid long-term care insurance premiums.
Elements of Mirion’s Executive Compensation Program
For the year ended June 30, 2021, the compensation for each named executive officer generally consisted of a base salary, performance-based bonus and standard employee benefits. These elements (and the amounts of compensation and benefits under each element) were selected because Mirion believes they are necessary to help attract and retain executive talent which is fundamental to its success. Below is more detailed summary of the current executive compensation program as it relates to Mirion’s named executive officers.
Base Salaries
The named executive officers receive a base salary to compensate them for services rendered to Mirion. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. Each named executive officer’s initial base salary was provided in his employment agreement, and the base salaries of Mirion executives are reviewed and, if appropriate, adjusted on an annual basis.
The actual base salaries paid to each named executive officer for Mirion’s fiscal year 2021 are set forth above in the Summary Compensation Table in the column entitled “Salary.”
2021 Bonuses
Mirion maintains a cash-based annual bonus program for its executives, including the named executive officers, in which such executives are eligible to receive bonuses based on performance goals. Such awards are designed to incentivize the named executive officers with a variable level of compensation that is based on performance measures established by Mirion’s remuneration committee (and, for officers other than Mr. Logan, by Mr. Logan) that are tied to
pre-defined
business and personal goals and objectives.
In Mirion’s fiscal year 2021, Messrs. Logan, Freed and Schopfer were eligible to earn annual cash bonuses targeted at 80%, 50% and 50%, respectively, of their base salaries. Each named executive officer was eligible to earn his bonus based on the attainment of business unit and personal goals and objectives, set and approved by Mr. Logan and by the Remuneration Committee of Mirion (Mr. Logan’s target bonus was set and approved by the Remuneration Committee).
Profits Interests
On June 16, 2021 and in connection with the Business Combination, the Sponsor agreed to issue 3,200,000 membership interests to Thomas Logan and 700,000 membership interests to Brian Schopfer (collectively, the “Profits Interests”), pursuant to which Messrs. Logan and Schopfer will have an indirect interest in the founder
 
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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, including the achievement of specified share price conditions. The grant of the Profits Interests is intended to be a
one-time
grant by the Sponsor in recognition of Messrs. Logan and Schopfer’s efforts in connection with the Business Combination. In addition, the Profits Interests are subject to certain forfeiture conditions. The vesting terms and other terms and conditions of the Profits Interests are described more fully in the section entitled “
Certain Relationships and Related Person Transactions––Mirion’s Related Person Transactions—Profits Interests
.”
Equity Compensation
None of the named executive officers, nor any other service providers of the Company, currently hold any equity or equity-based incentive awards relating to shares of the Company’s stock.
2021 Omnibus Incentive Plan
New Mirion has adopted and is seeking stockholder approval of the 2021 Omnibus Incentive Plan (the “Incentive Plan”). We expect that, if stockholders approve the Incentive Plan and the Incentive Plan becomes effective, awards will be made following the closing of the Business Combination.
The aggregate number of shares of Class A common stock of New Mirion reserved for issuance pursuant to awards under the Incentive Plan is equal to 10% of the Class A common stock outstanding, including shares authorized under the Incentive Plan. The total number of shares of Class A common stock available for issuance under the Incentive Plan shall be increased on the first day of each fiscal year following the date on which the Incentive Plan is adopted in an amount equal to the least of (i) three percent (3%) of the outstanding shares of Class A common stock on the last day of the immediately preceding fiscal year, (ii) five percent (5%) of the shares of Class A common stock immediately following the closing of the Business Combination and (iii) such number of shares of Class A common stock as determined by the Committee (as defined and designated under the terms of the Incentive Plan) in its discretion. Any employee, director or consultant of New Mirion or any of its subsidiaries or affiliates is eligible to receive an award under the Incentive Plan, to the extent that an offer of such award is permitted by applicable law, stock market or exchange rules, and regulations or accounting or tax rules and regulations.
The Incentive Plan provides for the grant of stock options (including incentive stock options and
non-qualified
stock options), stock appreciation rights, restricted stock, restricted stock units, performance-based awards, other stock-based awards, or any combination thereof. No determination has been made as to the types or amounts of awards that will be granted to specific individuals under the Incentive Plan. Each award will be set forth in a separate grant notice or agreement and will indicate the type and terms and conditions of the award. Please see the section entitled “
Proposal No.6 – Summary of
The Incentive Plan –Approval of the Incentive Plan Including the Authorization of the Initial Share Reserve Under the Incentive Plan”
for a summary of the material terms of the Incentive Plan.
Exit Bonuses
Each of the named executive officers is a party to a letter with Mirion Technologies (Global) Ltd., pursuant to which they are entitled to cash bonuses (the “
Exit Bonuses
”) in the event of an “
Exit
” (as such term is defined below), subject to the applicable named executive officer remaining actively employed with Mirion in good standing through the date of such Exit. The amount of each named executive officer’s Exit Bonus will be calculated (i) for Messrs. Logan and Freed, as the product of (x) the number of Class A ordinary shares of Mirion that were subscribed for or acquired by Mr. Logan or Mr. Freed, as applicable, at a price per share equal to $9.65 and that Mr. Logan or Mr. Freed, as applicable, holds immediately prior to the consummation of the applicable Exit event,
multiplied
by (y) $8.65 and (ii) for Mr. Schopfer, as the product of (x) the number of Class A ordinary shares of Mirion that were subscribed for or acquired by Mr. Schopfer at a price per share equal to $9.99 and that Mr. Schopfer holds immediately prior to the consummation of the applicable Exit event,
multiplied
by (y) $8.99. For purposes of the Exit Bonuses, “Exit” means the transfer of shares (whether through a single transaction or a
 
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series of transactions) as a result of which any person, or persons connected (as defined in Section 252 of the U.K. Companies Act) or acting in concert (as defined in the City Code on Takeovers and Mergers) with such person, holds more than 50% of the Class A and Class B ordinary shares of Mirion. The consummation of the Business Combination will constitute an Exit, and the Exit Bonuses will vest and become immediately payable in connection therewith.
Other Elements of Compensation
Retirement Plans
Mirion maintains a 401(k) retirement savings plan for its employees in the United States, including the named executive officers, who satisfy certain eligibility requirements. The named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees, including matching contributions which at the beginning of fiscal year 2021 were equal to 100% of a participating employee’s contribution up to the first 1% of the employee’s eligible compensation and 50% of the employee’s contribution up to the next 5% of the employee’s eligible compensation. In 2021, the Company amended its matching contribution under the 401(k) plan such that matching contributions are currently equal to 100% of a participating employee’s contribution up to the first 2% of the employees’ eligible compensation and 50% of the employees’ contribution up to the next 4% of the employee’s eligible compensation.
Employee Benefits and Perquisites
All of Mirion’s full-time employees in the United States, including the named executive officers, are eligible to participate in health and welfare plans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance and life insurance.
Additionally, each of the named executive officers is entitled to company-paid premiums for long-term care insurance. Pursuant to his employment agreement, Mr. Logan is entitled to reimbursement for certain incurred air travel and automobile expenses, as described further below. In addition to the benefits set forth in his employment agreement, Mr. Logan also receives a $100 per month allowance for automobile maintenance and, in the event that Mr. Logan flies his personal aircraft to or from business-related events, the Company pays Mr. Logan a stipend of $100 per flying hour and reimburses Mr. Logan for the cost of fuel associated with such trips. Messrs. Logan and Freed are each also entitled to reimbursement for the costs of an annual physical examination and financial planning services. Mr. Schopfer is entitled to an annual allowance for costs relating to certain personal financial or tax advisory services and reimbursement for the cost of an annual physical examination, in each case, pursuant to provisions in his employment agreement, as described further below.
Executive Compensation Arrangements
Executive Employment Agreements
Logan Employment Agreement
On August 15, 2006, Mirion entered into an employment agreement with Mr. Logan, which was subsequently amended on December 22, 2008, January 1, 2009, June 16, 2010, January 1, 2011, July 1, 2011 and June 16, 2021 (as amended, the “
Logan Employment Agreement
”), providing for his employment as Chief Executive Officer of Mirion. The Logan Employment Agreement provides that Mr. Logan is entitled to an annual base salary, which at the beginning of fiscal year 2021 was $629,350 (and which was subsequently increased to $642,566 on October 1, 2020) in connection with the Company’s ordinary course annual merit increase process) and eligibility for an annual incentive bonus based on Mirion’s achievement of targets and milestones as determined by Mirion’s board of directors. Mr. Logan is also entitled to reimbursement for the following expenses: (i) air travel for first or business class commercial airline travel to and/or from his home to Orange County, California no more than twice per week, including the reasonable costs of ground transportation and parking associated with such air travel, with such costs not to exceed $350 per round trip (provided that, if Mr. Logan elects to make such trips with his personal aircraft, he will be reimbursed for the costs associated with such travel up to $500 per round trip) and (ii) a $1,200 monthly automobile allowance.
 
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The Logan Employment Agreement also provides that if, in the event that any compensatory payments or benefits to which Mr. Logan is or becomes entitled in connection with a change in ownership or effective control (under Section 280G(b)(2) of the Code) of Mirion (the “Transaction Payments”) become subject to the excise tax imposed by Section 4999 of the Code, then Mirion will pay to Mr. Logan (i) an additional amount (the
“Gross-Up
Payment”) such that the net amount retained by Mr. Logan, after deduction for (A) any such excise tax on the Transaction Payments, other than any excise tax imposed in respect of the portion of the Profits Interest granted to Mr. Logan as discussed above under the section entitled “
Certain Relationships and Related Person Transactions––GSAH
,” and (B) any federal, state or local income or payroll taxes on the
Gross-Up
Payment (but before deduction for any federal, state or local income or payroll taxes on the applicable Transaction Payments), is equal to the aggregate value of such Transaction Payments and (ii) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the
Gross-Up
Payment in Mr. Logan’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the
Gross-Up
Payment is made to Mr. Logan.
Pursuant to the Logan Employment Agreement, upon the termination of Mr. Logan’s employment by Mirion without Cause or by Mr. Logan for Good Reason, subject to his execution and
non-revocation
of a general release of claims against Mirion, Mr. Logan will be entitled, in addition to any accrued amounts, to (i) continuation of his annual base salary for twelve (12) months following the date of the termination of Mr. Logan’s employment with Mirion (the “Logan Severance Period”), (ii) a pro rata portion of Mr. Logan’s annual incentive bonus for the fiscal year in which the termination of his employment with Mirion occurs, payable at the same time as such payment would otherwise have been made to Mr. Logan had his employment with Mirion not been terminated, and (iii) continuation of any health benefits provided by Mirion to Mr. Logan and his dependents for the Logan Severance Period. The Logan Employment Agreement also provides that in the event of the termination of Mr. Logan’s employment with Mirion as a result of his death or permanent disability, Mr. Logan or his estate, as applicable, will be entitled, in addition to any accrued amounts, to a
pro-rata
annual incentive bonus and Mr. Logan and/or his dependents will be entitled to continued health benefits for 12 months.
“Cause” is defined in the Logan Employment Agreement generally as Mr. Logan’s (i) commission of or engagement in an act of fraud, embezzlement, sexual harassment, dishonesty or theft in connection with Mr. Logan’s duties for Mirion or any of its subsidiaries, (ii) material breach of or default under the Logan Employment Agreement or Mr. Logan’s
non-disclosure
agreement with Mirion or any similar agreement with Mirion or any of its subsidiaries (which such breach or default, if reasonably capable of being cured, is not cured within two business days after written notice thereof is received by Mr. Logan, or, if reasonably capable of being cured but not within two business days, if Mr. Logan has not commenced cure in good faith within such two business day period and completed such cure as promptly as reasonably practicable thereafter), (iii) conviction of, or plea of
nolo contendere
with respect to, a felony, or (iv) engagement in an act of gross negligence or willful failure to perform his duties or responsibilities, including the failure to follow in any material respect a direction or written policy of the board of directors of Mirion (which such breach or default, if reasonably capable of cure, is not cured within five business days after written notice thereof or, if reasonably capable of cure but not within five business days, if Mr. Logan has not commenced cure in good faith within such five business day period and completed such cure as promptly as reasonably practicable thereafter). “Good Reason” is defined in the Logan Employment Agreement generally as any of the following, without Mr. Logan’s consent: (i) a reduction in Mr. Logan’s base salary, a material reduction or discontinuation of any material incentive compensation or expense reimbursement plan or the taking of any action with the purpose of materially adversely affecting Mr. Logan’s participation in benefits under any fringe benefit provided to Mr. Logan (other than with respect to such actions taken by Mirion (other than a reduction in Mr. Logan’s base salary) as part of an overall plan by Mirion and made applicable to the same extent to all employees of Mirion), (ii) a diminution in Mr. Logan’s title or position or a significant diminution in Mr. Logan’s authorities, duties or responsibilities with respect to Mirion, (iii) the requirement by Mirion that Mr. Logan be based in an office which is more than twenty-five (25) miles from Mirion’s headquarters at Bishop Ranch 8, 3000 Executive Parkway Suite 518, San Ramon, CA or be required to relocate, or (iv) any failure by Mirion to comply with any material provision of the Logan Employment Agreement, any stock option agreement or any other material agreement between Mr. Logan
 
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and Mirion. If Mr. Logan provides written notice of termination of his employment for Good Reason for any of the circumstances described above, Mirion will have the opportunity to cure such circumstances within fifteen (15) days of receipt of such notice. If Mr. Logan does not deliver to Mirion a notice of termination of his employment within ninety (90) days after Mr. Logan has knowledge that an event constituting Good Reason has occurred, such event will no longer constitute Good Reason.
In addition, pursuant to a Confidentiality and Intellectual Property Agreement attached as an exhibit to the Logan Employment Agreement, Mr. Logan is subject to a perpetual obligation not to disclose the confidential information of Mirion.
Freed Employment Agreement
On July 16, 2016, Mirion entered into an employment agreement with Mr. Freed (the “Freed Employment Agreement”). The Freed Employment Agreement provides that Mr. Freed is entitled to an annual base salary, which was $392,666 at the beginning of fiscal year 2021 and which was increased to $400,912 on October 1, 2020 in connection with the Company’s ordinary course annual merit increase process, and eligibility for an annual performance bonus based on personal and corporate performance goals as determined by Mirion’s board of directors.
Pursuant to the Freed Employment Agreement, upon the termination of Mr. Freed’s employment by Mirion without Cause or by Mr. Freed for Good Reason, subject to his execution and
non-revocation
of a general release of claims against Mirion, Mr. Freed will be entitled, in addition to any accrued amounts, to (i) continuation of his annual base salary for twelve (12) months following the date of the termination of Mr. Freed’s employment with Mirion (such twelve (12)-month period, the “Freed Severance Period”), (ii) a pro rata portion of Mr. Freed’s annual incentive bonus for the fiscal year in which the termination of his employment with Mirion occurs, payable at the same time as such payment would otherwise have been made to Mr. Freed had his employment with Mirion not been terminated, and (iii) continued payment by Mirion, for the Freed Severance Period or, if earlier, until the date on which Mr. Freed commences employment with and becomes eligible for health care benefits from a new employer, of the premiums associated with group health continuation coverage premiums for Mr. Freed and his dependents under COBRA. The Freed Employment Agreement also provides that in the event of the termination of Mr. Freed’s employment with Mirion as a result of his death or permanent disability, Mr. Freed or his estate, as applicable, will be entitled, in addition to any accrued amounts, to a
pro-rata
annual incentive bonus.
For purposes of the Freed Employment Agreement, “Cause” is defined in a manner that is substantially similar to the definition of such term in the Logan Employment Agreement. Under the Freed Employment Agreement, “Good Reason” is defined generally as any of the following, without Mr. Freed’s consent: (i) a material reduction in Mr. Freed’s base salary, (ii) a material diminution in Mr. Freed’s authorities, duties or responsibilities with respect to Mirion, (iii) the requirement by Mirion that Mr. Freed be based in an office which increases his commute by more than twenty-five (25) miles in relation to Mr. Freed’s then-principal place of employment, or (iv) any material breach by Mirion of any material provision of the Freed Employment Agreement. If Mr. Freed provides written notice of termination of his employment for Good Reason for any of the circumstances described above, Mirion will have the opportunity to cure such circumstances within thirty (30) days of receipt of such notice. If Mr. Freed does not deliver to Mirion a notice of termination of his employment within thirty (30) days after Mr. Freed has knowledge that an event constituting Good Reason has occurred, such event will no longer constitute Good Reason.
In addition, pursuant to a Confidentiality,
Non-Interference
and Intellectual Property Agreement attached as an exhibit to the Freed Employment Agreement, Mr. Freed is subject to
(i) non-competition
restrictions with respect to certain competitors of Mirion in certain geographical locations for a period of 12 months following his
termination of employment with Mirion for any reason,
(ii) non-solicitation
restrictions (with respect to certain employees and customers of Mirion) for a period of 12 months following his termination of employment with Mirion for any reason and (iii) a perpetual obligation not to disclose the confidential information of Mirion.
 
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Schopfer Employment Agreement
On May 1, 2020, Mirion entered into the Third Amended and Restated Employment Agreement with Mr. Schopfer (the “Schopfer Employment Agreement”), which terminated Mr. Schopfer’s original employment agreement with Mirion dated March 19, 2019, as amended on May 16, 2019 and January 23, 2020, providing for his employment as Chief Financial Officer of Mirion. The Schopfer Employment Agreement provides that Mr. Schopfer is entitled to an annual base salary of $330,000 (and which was later increased to $336,930 on October 1, 2020 and then to $385,000 on January 25, 2021), and eligibility for an annual performance bonus based on personal and corporate performance goals as determined by Mirion’s board of directors. Mr. Schopfer is also entitled to an annual allowance of $5,000 to cover costs for any personal financial or tax advisory services retained in connection with any matter arising as a result of Mr. Schopfer holding shares of, or any other investment in, Mirion and reimbursement for the cost of an annual physical examination.
Pursuant to the Schopfer Employment Agreement, upon the termination of Mr. Schopfer’s employment by Mirion without Cause or by Mr. Schopfer for Good Reason, subject to his execution and
non-revocation
of a general release of claims against Mirion, Mr. Schopfer will be entitled, in addition to any accrued amounts, to (i) continuation of his annual base salary for twelve (12) months following the date of the termination of Mr. Schopfer’s employment with Mirion (such twelve (12)-month period, the “
Schopfer Severance Period
”), (ii) a pro rata portion of Mr. Schopfer’s annual incentive bonus for the fiscal year in which the termination of his employment with Mirion occurs, payable at the same time as such payment would otherwise have been made to Mr. Schopfer had his employment with Mirion not been terminated, and (iii) continued payment by Mirion, for the Schopfer Severance Period or, if earlier, until the date on which Mr. Schopfer commences employment with and becomes eligible for health care benefits from a new employer, of the premiums associated with group health continuation coverage premiums for Mr. Schopfer and his dependents under COBRA. In addition, in the event of Mr. Schopfer’s termination of employment without Cause, the balance of a $131,000 loan that was extended by Mirion to Mr. Schopfer on September 24, 2019 to repay a
sign-on
bonus owed by Mr. Schopfer to his previous employer will be forgiven in full. The Schopfer Employment Agreement also provides that in the event of the termination of Mr. Schopfer’s employment with Mirion as a result of his death or permanent disability, Mr. Schopfer or his estate, as applicable, will be entitled, in addition to any accrued amounts, to a
pro-rata
annual incentive bonus. The Schopfer Employment Agreement also provides for a loan from Mirion in a principal amount of $168,833.09 to enable Mr. Schopfer to acquire shares of Topco pursuant to the terms of a loan agreement dated June 2, 2020 as discussed further in the section entitled “
Certain Relationships and Related Persons Transactions—Executive Loans
”.
For purposes of the Schopfer Employment Agreement, “Cause” is defined in a manner that is substantially similar to the definition of such term in the Logan Employment Agreement, and “Good Reason” is defined in a manner that is substantially similar to the definition of such term in the Freed Employment Agreement.
In addition, pursuant to a Confidentiality,
Non-Interference
and Intellectual Property Agreement attached as an exhibit to the Schopfer Employment Agreement, Mr. Schopfer is subject to (i) a covenant restricting him from interfering with the business of the Company by soliciting, diverting or enticing away any officer, employee or consultant of the Company or any of its subsidiaries to accept employment with a third party for a period of 12 months following his termination of employment with Mirion for any reason, (ii) a covenant restricting him in perpetuity from using the confidential information of the Company to solicit, divert or entice away (A) any actual or prospective customer of the Company or any of its subsidiaries to become a customer of any third party that is
engaged in any business or operations that were also engaged in by the Company during Mr. Schopfer’s employment with the Company or (B) any customer or supplier to cease doing business with the Company or any of its subsidiaries and (iii) a perpetual obligation not to disclose the confidential information of Mirion.
 
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DIRECTOR COMPENSATION
The following table sets forth a summary of the compensation we paid to Lawrence Kingsley for fiscal year 2021. Other than as set forth in the table, Mirion did not pay any compensation to, make any equity awards or
non-equity
awards to, or pay any other compensation to any of the other member of Mirion’s board of directors during Mirion’s fiscal year 2021.
 
Name
   
Fees Earned or Paid in
Cash
     
Stock Awards ($)
    
Total
($)
  
Lawrence D. Kingsley
      —          32,466,000
(1)
 		     32,466,000  
 
(1)
Reflects the grant date value of a
one-time
grant of profits interests in the Sponsor, which was approved and granted by the Sponsor in recognition of Mr. Kingsley’s efforts in connection with the Business Combination. As discussed above under “
Executive Compensation—Profits Interests
,” the Sponsor granted Mr. Kingsley the award of profits interests on June 16, 2021 in connection with the signing of the Business Combination Agreement. The profits interests award provides for service and performance-vesting, with the award only vesting upon the achievement of specified share price conditions. The grant date fair value of the profits interests is based upon a valuation model using Monte Carlo simulations in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718.
Following the Business Combination, we intend to adopt the initial terms of a
non-employee
director compensation policy. Our board of directors is still in the process of considering the
non-employee
director compensation policy.
 
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DESCRIPTION OF NEW MIRION SECURITIES
In connection with the Business Combination, GSAH will adopt a new certificate of incorporation and bylaws. The following summary of certain provisions of New Mirion’s securities does not purport to be complete and is subject to the New Mirion Charter, the New Mirion Bylaws and the provisions of applicable law. Copies of the New Mirion Charter and the New Mirion Bylaws are attached to this proxy statement/prospectus as Annex B and Annex C, respectively. You are encouraged to read the applicable provisions of Delaware law, the New Mirion Charter and the New Mirion Bylaws in their entirety for a complete description of the rights and preferences of New Mirion securities following the Business Combination.
General
Immediately following the completion of the Business Combination, New Mirion’s authorized capital stock will consist of shares of capital stock, par value $0.0001 per share, of which:
 
•  
2,000,000,000 shares are designated as Class A common stock; provided that if the Class A Common Stock Proposal is not approved, 500,000,000 shares will be designated as Class A common stock;
 
•  
100,000,000 shares are designated as Class B common stock; and
 
•  
100,000,000 shares are designated as preferred stock.
New Mirion’s Board will be authorized, without stockholder approval, except as required by the listing standards of the NYSE, to issue additional shares of capital stock.
As of June 30, 2021, GSAH had 75,000,000 shares of Class A common stock, 18,750,000 shares of Class B common stock issued and outstanding and no shares of preferred stock outstanding. GSAH also had issued and outstanding, as of June 30, 2021, 27,250,000 warrants, consisting of 18,750,000 public warrants and 8,500,000 private placement warrants, and no GSAH units outstanding. As of June 30, 2021 Mirion had approximately 11 holders of record of A Ordinary Shares and approximately 20 holders of record of B Ordinary Shares. After giving effect to the Business Combination, New Mirion will have approximately 171,000,000 shares of New Mirion Class A common stock outstanding (assuming no redemptions) and approximately 9,000,000 shares of New Mirion Class B common stock outstanding (assuming no redemptions and excluding the founder shares).
Common Stock
Class A Common Stock
Holders of shares of New Mirion Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of New Mirion Class A common stock do not have cumulative voting rights in the election of directors.
Holders of shares of New Mirion Class A common stock are entitled to receive dividends when and if declared by the New Mirion Board out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.
Upon New Mirion’s liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of New Mirion Class A common stock will be entitled to receive pro rata New Mirion’s remaining assets available for distribution.
Class B Common Stock
Holders of shares of New Mirion Class B common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. If
 
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at any time the ratio at which shares of IntermediateCo Class B common stock are redeemable or exchangeable for shares of New Mirion’s Class A common stock changes from
one-for-one
as described under “
Certain Relationships and Related Person Transactions—IntermediateCo Charter
,” the number of votes to which New Mirion Class B common stockholders are entitled will be adjusted accordingly. The holders of New Mirion’s Class B common stock do not have cumulative voting rights in the election of directors.
Except for transfers to us pursuant to the IntermediateCo Charter or to certain permitted transferees set forth in the New Mirion Charter, the shares of New Mirion Class B common stock and corresponding shares of IntermediateCo Class B common stock may not be sold, transferred or otherwise disposed of.
Holders of shares of New Mirion Class B common stock are not entitled to economic interests in New Mirion or to receive dividends or to receive a distribution upon a liquidation or winding up of Mirion Technologies, Inc. However, if IntermediateCo makes distributions to us other than solely with respect to the New Mirion Class A common stock, the holders of IntermediateCo Class B common stock will be entitled to receive distributions pro rata in accordance with the percentages of their respective shares of IntermediateCo Class B common stock. See “
Certain Relationships and Related Person Transactions—IntermediateCo Charter
.”
Voting Rights
Except as otherwise required in the New Mirion Charter or by applicable law, the holders of New Mirion common stock will vote together as a single class on all matters on which stockholders generally are entitled to vote.
The holders of the outstanding shares of New Mirion Class A common stock shall be entitled to vote separately upon any amendment to the New Mirion Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of the New Mirion Class A common stock in a manner that is materially and disproportionately adverse as compared to any alteration or change to the New Mirion Class B common stock.
The holders of the outstanding shares of New Mirion Class B common stock shall be entitled to vote separately upon any amendment to the New Mirion Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of the New Mirion Class B common stock in a manner that is materially and disproportionately adverse as compared to any alteration or change to the New Mirion Class A common stock; subject to certain exceptions set forth in the New Mirion Charter.
Redemption and Exchange
Under the IntermediateCo Charter, the holders of IntermediateCo Class B common stock will have the right, from and after the completion of the Business Combination (subject to the terms of the IntermediateCo Charter), to require IntermediateCo to redeem all or a portion of their shares of IntermediateCo Class B common stock for, at New Mirion’s election, (1) newly issued shares of New Mirion Class A common stock on a
one-for-one
basis or (2) a cash payment equal to the arithmetic average of the closing stock prices for a share of New Mirion Class A common stock for each of three (3) consecutive full trading days ending on and including the last full trading day immediately prior to the date of redemption (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the IntermediateCo Charter. Additionally, in the event of a redemption request by a holder of IntermediateCo Class B common stock, we may, at our election, effect a direct exchange of cash or New Mirion Class A common stock for IntermediateCo Class B common stock in lieu of such a redemption. Shares of New Mirion Class B common stock will be canceled on a
one-for-one
basis if we, following a redemption request of a holder of IntermediateCo Class B common stock, redeem or exchange IntermediateCo Class B common stock of such holder of IntermediateCo Class B common stock pursuant to the terms of the IntermediateCo Charter. See “
Certain Relationships and Related Person Transactions—IntermediateCo Charter
.”
 
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Valid Issuance
All shares of New Mirion common stock that will be outstanding at the closing of the Business Combination will be fully paid and
non-assessable.
The New Mirion common stock will not be subject to calls or assessments by New Mirion. The rights, powers and privileges of New Mirion’s common stock will be subject to those of the holders of any shares of New Mirion’s preferred stock or any other series or class of stock New Mirion may authorize and issue in the future.
Preferred Stock
Pursuant to the New Mirion Charter, the New Mirion Board will have the authority, without further action by the stockholders, to issue from time to time shares of preferred stock in one or more series. The New Mirion Board may designate the rights, preferences, privileges and restrictions of the New Mirion preferred stock, including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series. There will be no shares of New Mirion preferred stock outstanding immediately upon consummation of the Business Combination.
The issuance of New Mirion preferred stock could have the effect of restricting dividends on the New Mirion common stock, diluting the voting power of the New Mirion common stock, impairing the liquidation rights of the New Mirion common stock or delaying, deterring, or preventing a change in control. Such issuance could have the effect of decreasing the market price of the New Mirion common stock. There are currently no plans to issue any shares of New Mirion preferred stock.
Warrants
As of June 30, 2021, GSAH had issued GSAH warrants to purchase 27,250,000 shares of GSAH Class A common stock, of which GSAH warrants to purchase 8,500,000 shares of GSAH Class A common stock are held by the Sponsor. Each GSAH warrant that is outstanding will be automatically converted into a warrant to acquire New Mirion Class A common stock on substantially the same terms and conditions as specified in the GSAH warrants but with references to GSAH Class A common stock replaced with references to New Mirion Class A common stock.
Authorized but Unissued Capital Stock
Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NYSE, which would apply so long as shares of New Mirion Class A common stock remain listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or the then outstanding number of shares of Class A common stock (we believe the position of the NYSE is that the calculation in this latter case treats as outstanding shares of New Mirion Class A common stock issuable upon redemption or exchange of outstanding shares of IntermediateCo Class B common stock not held by New Mirion). These additional shares of New Mirion Class A common stock may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.
Transfer Restrictions
Holders of Mirion securities receiving shares of New Mirion common stock pursuant to the Business Combination will be subject to certain transfer restrictions set forth in the New Mirion Registration Rights Agreement. See “
Certain Relationships and Related Person Transactions—New Mirion Registration Rights Agreement
.”
Exclusive Forum
The New Mirion Charter provides that the sole and exclusive forum for (1) any derivative action or proceeding brought on New Mirion’s behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of
 
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New Mirion’s current or former directors, officers or other employees to New Mirion or its stockholders, (3) any action asserting a claim against New Mirion or any current or former director, officer or other employee of New Mirion arising out of or pursuant to any provision of the DGCL, the New Mirion Charter or the New Mirion Bylaws; (4) any action to interpret, apply, enforce, or determine the validity of the New Mirion Charter or the New Mirion Bylaws, (5) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, and (6) any other action asserting a claim that is governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware, in all cases subject to the court having jurisdiction over indispensable parties named as defendants. However, this exclusive forum provision would not apply to suits brought to enforce a duty or liability created by the Securities Act, or the Exchange Act or any claim for which the federal district courts of the United States have exclusive jurisdiction.
In addition, the New Mirion Charter provides that, unless New Mirion consents in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. However, this exclusive forum provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any claim for which the federal district courts of the United States have exclusive jurisdiction.
Any person or entity purchasing or otherwise acquiring any interest in New Mirion capital stock shall be deemed to have notice of and consented to these provisions and will not be deemed to have waived New Mirion’s compliance with the federal securities laws and the regulations promulgated thereunder. Although the GSAH Board believes these provisions benefit New Mirion by providing increased consistency in the application of Delaware law or federal law for the specified types of actions and proceedings, these provisions may have the effect of discouraging lawsuits against New Mirion or its directors and officers.
Limitations on Liability and Indemnification of Officers and Directors
The New Mirion Charter provides that New Mirion will indemnify New Mirion’s directors to the fullest extent authorized or permitted by applicable law. New Mirion expects to enter into agreements to indemnify New Mirion’s directors, executive officers and other employees as determined by the New Mirion Board. Under the New Mirion Bylaws, New Mirion is required to indemnify each of New Mirion’s directors and officers if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director or officer of New Mirion or was serving at New Mirion’s request as a director, officer, employee or agent for another entity. New Mirion must indemnify New Mirion’s officers and directors against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the indemnitee in connection with such action, suit or proceeding if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of New Mirion, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful. The New Mirion Charter also requires New Mirion to advance expenses incurred by a director or officer in connection with such action, suit or proceeding to the maximum extent permitted under Delaware law. Any claims for indemnification by New Mirion’s directors and officers may reduce New Mirion’s available funds to satisfy successful third-party claims against New Mirion and may reduce the amount of money available to New Mirion.
Corporate Opportunities
Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. The New Mirion Charter will, to the extent permitted by Delaware law, renounce any interest or expectancy that New Mirion has in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to a member of the New Mirion Board who is not an employee, or any partner, member, director, stockholder, employee or agent of such member. Notwithstanding the foregoing, the New Mirion Charter to be in effect upon the Closing will not renounce any interest in a business opportunity that is expressly offered to a director solely in his or her capacity as a director of New Mirion.
 
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Anti-takeover Effects of the New Mirion Charter and the New Mirion Bylaws
The New Mirion Charter and New Mirion Bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of New Mirion. These provisions and certain provisions of Delaware law, which are summarized below, could discourage takeovers, coercive or otherwise. These provisions are also designed, in part, to encourage persons seeking to acquire control of New Mirion to negotiate first with the New Mirion Board. The GSAH Board believes that the benefits of increased protection of the potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire New Mirion.
Issuance of Undesignated Preferred Stock
As discussed above in the section titled “—Preferred Stock,” the New Mirion Board will have the ability to designate and issue preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in New Mirion’s control or management.
Limits on Ability of Stockholders to Act by Written Consent or Call a Special Meeting
The New Mirion Charter provides that New Mirion stockholders may not act by written consent This limit on the ability of stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, the holders of a majority of New Mirion common stock would not be able to amend the New Mirion Charter or New Mirion Bylaws or remove directors without holding a meeting of stockholders called in accordance with the New Mirion Bylaws.
In addition, the New Mirion Charter provides that special meetings of the stockholders may be called only by the chairman of the New Mirion Board of, the chief executive officer or the New Mirion Board acting pursuant to a resolution adopted by a majority of the New Mirion Board. A stockholder may not call a special meeting, which may delay the ability of New Mirion stockholders to force consideration of a proposal or for holders controlling a majority of New Mirion capital stock to take any action, including the removal of directors.
Advance Requirements for Advance Notification of Stockholder Nominations and Proposals
The New Mirion Bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the New Mirion Board or a committee thereof. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of New Mirion.
Election and Removal of Directors
The New Mirion Charter and New Mirion Bylaws contain provisions that establish specific procedures for appointing and removing members of the New Mirion Board. Under the New Mirion Charter and New Mirion Bylaws, vacancies and newly created directorships on the New Mirion Board may be filled only by a majority of the directors then serving on the New Mirion Board. We will also be subject to certain director nomination agreements at the closing of the Business Combination which will require us to nominate certain directors for election to the New Mirion Board. See “
Certain Relationships and Related Person Transactions—Director Nomination Agreements
.”
No Cumulative Voting
The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless the New Mirion Charter provides otherwise. The New Mirion Charter does not expressly provide for
 
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cumulative voting. Without cumulative voting, a minority stockholder may not be able to gain as many seats on the New Mirion Board as the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on the New Mirion Board to influence New Mirion Board’s decision regarding a takeover.
Amendment of New Mirion Charter and New Mirion Bylaws
The affirmative vote of holders of not less than 66 2/3% of the total voting power of all outstanding securities of New Mirion generally entitled to vote in the election of directors, voting together as a single class will be required to amend, alter, change or repeal specified provisions of the New Mirion Charter, including those relating to the terms of the New Mirion common stock, actions by written consent of stockholders, calling of special meetings of stockholders, election and removal of directors, certain indemnification and corporate opportunity matters, and the required vote to amend the New Mirion Charter and New Mirion Bylaws. The New Mirion Bylaws may only be amended by the New Mirion Board or the affirmative vote of holders of not less than 66 2/3% of the total voting power of all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single class. This requirement of a super-majority vote to approve amendments to the New Mirion Charter and New Mirion Bylaws could enable a minority of our stockholders to exercise veto power over any such amendments.
Delaware Anti-Takeover Statute
New Mirion will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:
 
•  
prior to the date of the transaction, the New Mirion Board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
 
•  
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
 
•  
at or subsequent to the date of the transaction, the business combination is approved by New Mirion Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least
two-thirds
of the outstanding voting stock that is not owned by the interested stockholder.
Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. The GSAH Board expects the existence of this provision to have an anti-takeover effect with respect to transactions the New Mirion Board does not approve in advance.
The provisions of Delaware law and the provisions of the New Mirion Charter and New Mirion Bylaws could have the effect of discouraging others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price of New Mirion Class A common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in
 
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New Mirion’s management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests
Listing
New Mirion will apply to have its Class A common stock approved for listing on The New York Stock Exchange under the symbol “MIR.”
Transfer Agent
The transfer agent for New Mirion common stock will be Continental Stock Transfer & Trust Company.
 
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COMPARISON OF NEW MIRION STOCKHOLDER RIGHTS
General
GSAH is incorporated under the laws of the State of Delaware and the rights of GSAH Stockholders are governed by the laws of the State of Delaware, including the DGCL, and the GSAH Certificate of Incorporation and the GSAH Bylaws. Following the Business Combination, GSAH will be renamed Mirion Technologies, Inc., but will remain incorporated under the laws of the State of Delaware. Thus, following the Business Combination, the rights of GSAH Stockholders who become New Mirion stockholders in the Business Combination will continue to be governed by Delaware law but will no longer be governed by the GSAH Certificate of Incorporation and the GSAH Bylaws and instead will be governed by the New Mirion Charter and the New Mirion Bylaws.
Comparison of Stockholders’ Rights
Set forth below is a comparison of material differences between the rights of GSAH Stockholders under the GSAH Certificate of Incorporation and the GSAH Bylaws (left column), and the rights of New Mirion’s stockholders under forms of the New Mirion Charter and the New Mirion Bylaws (right column). The summary set forth below is not intended to be complete or to provide a comprehensive discussion of each set of governing documents. This summary is qualified in its entirety by reference to the full text of the GSAH Certificate of Incorporation and GSAH Bylaws and forms of the New Mirion Charter and the New Mirion Bylaws, which are attached as Annex B and Annex C, respectively, as well as the relevant provisions of the DGCL.
 
GSAH
   
New Mirion
Authorized Capital Stock
GSAH is currently authorized to issue 555,000,000 shares of capital stock, each with a par value of $0.0001 per share, consisting of (a) 550,000,000 shares of common stock, including 500,000,000 shares of GSAH Class A common stock and 50,000,000 shares of GSAH Class B common stock and (b) 5,000,000 shares of preferred stock.
 
As of June 30, 2021, there were 75,000,000 shares of GSAH Class A common stock and 18,750,000 shares of GSAH Class B common stock outstanding.
   
New Mirion will be authorized to issue 2,200,000,000 shares of capital stock, each with a par value of $0.0001 per share, consisting of (a) 2,100,000,000 shares of common stock, including 2,000,000,000 shares of New Mirion Class A common stock and 100,000,000 shares of New Mirion Class B common stock and (b) 100,000,000 shares of preferred stock; provided that if the Class A Common Stock Proposal is not approved, New Mirion will be authorized to issue 700,000,000 shares of capital stock, each with a par value of $0.0001 per share, consisting of (a) 600,000,000 shares of common stock, including 500,000,000 shares of New Mirion Class A common stock and 100,000,000 shares of New Mirion Class B common stock and (b) 100,000,000 shares of preferred stock.
 
After giving effect to the Business Combination and following the assumptions set forth under “Summary of the Proxy Statement/Prospectus”, New Mirion will have approximately 171,000,000 shares of New Mirion Class A common stock outstanding (assuming no redemptions) and approximately 9,000,000 shares of New Mirion Class B common stock outstanding (assuming no redemptions and excluding the founder shares). Following the consummation of the Business Combination, New Mirion is not expected to have any preferred stock outstanding.
 
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GSAH
   
New Mirion
The Conversion
Shares of GSAH Class B common stock will automatically convert into GSAH Class A common stock on the Closing of the Business Combination on a
one-for-one
basis, subject to adjustment.
 
In the case that additional shares of GSAH Class A common stock, or equity-linked securities convertible or exercisable for shares of GSAH Class A common stock, are issued or deemed issued in excess of the amounts offered in the initial public offering and related to the Closing of the Business Combination, the ratio at which the GSAH Class B common stock will convert into GSAH Class A common stock at a ratio for which: (i) the numerator will equal to the sum of (A) 25% of all shares of GSAH Class A common stock issued or issuable by GSAH, related or in connection with the consummation of the Business Combination (net the number of shares redeemed in connection with the transaction and excluding securities issued or issuable to any seller in the Business Combination)
plus
(B) the number of shares of GSAH Class B common stock issued and outstanding prior to the closing of the Business Combination; and (ii) the denominator will be the number of shares of GSAH Class B common stock issued and outstanding prior to the closing of the Business Combination.
 
Holders of a majority of GSAH Class B common stock may waive the
one-for-one
basis conversion ratio by written consent or agreeing separately as a single class; provided, that the conversion ratio for GSAH Class B common stock cannot be less than
one-for-one.
    There are no conversion rights relating to the New Mirion common stock.
Rights of Preferred Stock
The GSAH Board is authorized to issue one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, designations, powers, preferences and relative, participating, optional, special and other rights of each such series, and any qualifications, limitations and restrictions thereof.    The New Mirion Board is authorized to issue one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, designations, powers, preferences and relative, participating, optional, special and other rights of each such series, and any qualifications, limitations and restrictions thereof.
Number and Qualification of Directors
Subject to any rights of holders of preferred stock to elect one or more directors, the number of directors is fixed exclusively by the GSAH Board pursuant to a resolution adopted by a majority of the GSAH Board.    Subject to any rights of holders of preferred stock to elect one or more directors, the number of directors is fixed exclusively by the New Mirion Board pursuant to a resolution adopted by a majority of the New Mirion Board.
 
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GSAH
   
New Mirion
Election of Directors
At each annual meeting, the GSAH stockholders entitled to vote on such matters shall elect each director to a term ending on the date of the annual meeting of the stockholders or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal.
 
Prior to the closing of the Business Combination, the holders of GSAH Class B common stock have the exclusive right to elect and remove any director, and the holders of GSAH Class A common stock have no right to elect or remove any director. This provision can only be amended by a resolution passed by holders of at least a majority of the then-outstanding GSAH Class B common stock.
 
Subject to any rights of holders of preferred stock and the GSAH Class B common stock prior to the Business Combination, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
   
At each annual meeting, the New Mirion stockholders entitled to vote on such matters shall elect each director to a term ending on the date of the annual meeting of the stockholders or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal.
 
Subject to any rights of holders of preferred stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
Removal of Directors
The holders of GSAH Class B common stock have the exclusive right to remove any GSAH director of GSAH from office, but only for cause and only by an affirmative vote of the holders of a majority of the total voting power of then-outstanding GSAH Class B common stock entitled to vote in the election of directors, voting together as a single class. This provision can only be amended by a resolution passed by a majority of holders of at least ninety percent (90%) of the outstanding common stock entitled to vote thereon.    Subject to any rights of holders of preferred stock, the directors of New Mirion may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the total voting power of the then-outstanding securities of New Mirion entitled to vote in the election of directors, voting together as a single class.
Vacancies on the Board of Directors
Subject to any rights of holders of preferred stock and the GSAH Class B common stock prior to the Business Combination, newly created directorships resulting from an increase in the number of directors and any vacancies on the GSAH Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director.    Newly created directorships resulting from an increase in the number of directors and any vacancies on the New Mirion Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director.
 
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GSAH
   
New Mirion
Voting
Except as required by law or the GSAH Certificate of Incorporation, holders of GSAH Class A common stock and GSAH Class B common stock are entitled to one vote on all matters submitted to a vote of the stockholders, voting together as a single class.
 
However, prior to the Business Combination, only holders of GSAH Class B common stock will have the right to elect and remove any director.
 
Except as required by law or the GSAH Certificate of Incorporation, holders of GSAH Class A common stock and GSAH Class B common stock are not entitled to vote on any amendment to the GSAH Certificate of Incorporation that relates solely to terms of one or more outstanding series of preferred stock, or other series of common stock, if the holders of such affected series of preferred stock or common stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the GSAH Certificate of Incorporation or pursuant to the DGCL.
   
Holders of New Mirion Class A common stock and Class B common stock are entitled to one vote on all matters submitted to a vote of the stockholders, including the election of directors, voting together as a single class.
 
The holders of the outstanding shares of New Mirion Class A common stock shall be entitled to vote separately upon any amendment to the New Mirion Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of the New Mirion Class A common stock in a manner that is materially and disproportionately adverse as compared to any alteration or change to the New Mirion Class B common stock.
 
The holders of the outstanding shares of New Mirion Class B common stock shall be entitled to vote separately upon any amendment to the New Mirion Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of the New Mirion Class B common stock in a manner that is materially and disproportionately adverse as compared to any alteration or change to the New Mirion Class A common stock; subject to certain exceptions set forth in the New Mirion Charter.
 
Subject to the rights of any holders of preferred stock, the number of authorized shares of New Mirion common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of capital stock representing a majority of the voting power of all the then-outstanding shares of capital stock entitled to vote irrespective of Section 242(b)(2) of the DGCL.
 
Except as required by law or the New Mirion Charter, holders of New Mirion common stock are not entitled to vote on any amendment to the New Mirion Charter that relates solely to terms of one or more outstanding series of preferred stock if the holders of such affected series of preferred stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the New Mirion Charter or pursuant to the DGCL.
Cumulative Voting
The DGCL allows for cumulative voting only if provided for in the certificate of incorporation. The GSAH Certificate of Incorporation does not authorize cumulative voting.    The DGCL allows for cumulative voting only if provided for in the certificate of incorporation. The New Mirion Charter does not authorize cumulative voting.
 
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Supermajority Voting Provisions
The affirmative vote of GSAH Stockholders holding at least sixty-five percent (65%) of the voting power of then-outstanding shares of capital stock is required to amend or repeal Article IX of the GSAH Certificate of Incorporation concerning business combination requirements.
 
The affirmative vote of GSAH Stockholders holding at least ninety percent (90%) of the voting power of then-outstanding shares of capital stock is required to amend or repeal the exclusive right of GSAH Class B common stockholders to elect, remove and replace any director prior to the Closing of the Business Combination.
    The affirmative vote of holders of not less than 66 2/3% of the total voting power of all outstanding securities of New Mirion generally entitled to vote in the election of directors, voting together as a single class will be required to amend, alter, change or repeal specified provisions of the New Mirion Charter, including those relating to the terms of the New Mirion common stock, actions by written consent of stockholders, calling of special meetings of stockholders, election and removal of directors, certain indemnification and corporate opportunity matters, and the required vote to amend the New Mirion Charter and New Mirion Bylaws. The New Mirion Bylaws may only be amended by the New Mirion Board or the affirmative vote of holders of not less than 66 2/3% of the total voting power of all outstanding securities of New Mirion generally entitled to vote in the election of directors, voting together as a single class.
Special Meeting of the Board of Directors
The GSAH Bylaws provide that special meetings of the GSAH Board may be called by the chairman of the board, the president or the secretary of GSAH, and must be called upon the written request of at least a majority of directors then in office or the sole director, as the case may be. Any and all business that may be transacted at a regular meeting of the GSAH Board may be transacted at a special meeting. A special meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting.    The New Mirion Bylaws provide that special meetings of the New Mirion Board may be called by the chairperson of the board, the chief executive officer or on the written request of a majority of directors then in office. Any and all business that may be transacted at a regular meeting of the New Mirion Board may be transacted at a special meeting.
Stockholder Action by Written Consent
Except as may otherwise be provided for or fixed pursuant to the GSAH Certificate of Incorporation relating to the rights of any holders of preferred stock, any action required or permitted to be taken by GSAH stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to GSAH Class B common stock.
    Except as may otherwise be provided for or fixed pursuant to the New Mirion Charter relating to the rights of any holders of preferred stock, any action by New Mirion stockholders required or permitted to be made by the stockholders must be effected by a duly called annual or special meeting of such stockholders, and may not be effected by written consent without a meeting.
Any action required or permitted to be taken at any meeting of the holders of GSAH Class B common stock may be taken without a meeting, without prior notice and without a vote. The written consents must set forth the action taken and must be signed by the holders of the outstanding GSAH Class B common stock having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares of GSAH Class B common stock were present and voted.   
 
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Amendment to Certificate of Incorporation
Except as otherwise required by the GSAH Certificate of Incorporation, any amendment to the GSAH Certificate of Incorporation requires (i) the approval of the GSAH Board, (ii) the approval of a majority of the voting power of the outstanding shares of GSAH stock entitled to vote upon the proposed amendment, voting together as a single class and (iii) the approval of the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class, if any.
 
As long as any shares of GSAH Class B common stock remain outstanding, approval by majority of the then-outstanding shares of GSAH Class B common stock, voting separately a class, is required to amend, alter or repeal any provision of the GSAH Certificate of Incorporation, which would alter or change the powers, preferences or relative, participating, optional or other or special rights of the GSAH Class B common stock.
    Any amendment to the New Mirion Charter requires (i) the approval of the New Mirion Board, and (ii) the approval of a majority of the voting power of the outstanding securities of New Mirion entitled to vote upon the proposed amendment, voting together as a single class, subject to the additional provisions described above under “Voting” and “Supermajority Voting Provisions.”
Amendment of the Bylaws
The GSAH Bylaws may be adopted, amended, altered or repealed by a majority of the GSAH Board or by the affirmative vote of the holders of at least
two-thirds
(66 2/3%) of the total voting power of all outstanding securities generally entitled to vote in the election of directors, voting together as a single class.		    The New Mirion Bylaws may be adopted, amended, altered or repealed by a majority of the New Mirion Board or by the affirmative vote of the holders of at least
two-thirds
(66 2/3%) of the total voting power of all outstanding securities generally entitled to vote in the election of directors, voting together as a single class.
Quorum
Board of Directors.
A majority of the GSAH Board constitutes a quorum.
 
Stockholders
. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock constitutes a quorum, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series will constitute a quorum.
   
Board of Directors.
A majority of the New Mirion Board constitutes a quorum.
 
Stockholders
. The presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock constitutes a quorum, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series will constitute a quorum.
Doctrine of “Corporate Opportunity”
The GSAH Certificate of Incorporation provides that the doctrine of “corporate opportunity” will not apply with respect to GSAH or any of its directors or officers in circumstances where the application of any such doctrine to a corporate opportunity would conflict with any fiduciary duties or contractual obligations they may have. In addition, prior to the consummation of the Business Combination, the doctrine of corporate opportunity will not apply to any other corporate opportunity with respect to any of GSAH’s directors or    The New Mirion Charter provides that the doctrine of “corporate opportunity” will not apply with respect to any member of the New Mirion Board who is not an employee of New Mirion or its subsidiaries, or any employee or agent of such member, other than someone who is an employee of New Mirion or its subsidiaries (collectively, the “Covered Persons”) except with respect to those business opportunity matters, potential transactions, interests or other
 
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officers unless such corporate opportunity is offered to such person solely in his or her capacity as a GSAH director or officer and such opportunity is one GSAH is legally and contractually permitted to undertake and would otherwise be reasonable for GSAH to pursue and the director or officer is permitted to refer that opportunity to GSAH without violating any legal obligation    matters that a Covered Person obtains expressly and solely in connection with the individual’s service as a member of the New Mirion Board.
Special Stockholder Meetings
Subject to the rights of any holders of preferred stock, special meetings of GSAH stockholders, for any purpose or purposes, may be called only by the (i) chairman of the GSAH Board, (ii) the chief executive officer (or any
co-chief
executive officer, if applicable) or (iii) the GSAH Board pursuant to a resolution adopted by a majority of the GSAH Board.		    Subject to the rights of any holders of preferred stock, special meetings of New Mirion stockholders, for any purpose or purposes, may be called only by (i) the New Mirion Board pursuant to a resolution adopted by a majority of the New Mirion Board, (ii) the chairperson of the New Mirion Board or (iii) the chief executive officer.
Notice of Stockholder Meetings
Written notice of each stockholders meeting, in a manner permitted in Section 232 of the DGCL, stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for determining stockholders entitled to notice of the meeting) must be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting unless otherwise required by law.
 
Special Meetings.
Written notice must also state the purpose for calling the meeting. The business transacted at such meeting is limited to the matters stated in the notice.
   
Written notice of each stockholders meeting, in a manner provided in Section 232 of the DGCL, stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for determining stockholders entitled to notice of the meeting) must be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting unless otherwise required by law.
 
Special Meetings
. Written notice must also state the purpose for calling the meeting. The business transacted at such meeting is limited to the matters stated in the notice.
Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in GSAH’s notice of meeting (or any supplement thereto), (ii) otherwise properly brought before the annual meeting by or at the direction of the GSAH Board or (iii) otherwise properly brought before the annual meeting by any GSAH stockholder who is entitled to vote at the meeting and who complies with the notice procedures described below.
 
The GSAH stockholder must (i) give timely notice thereof in proper written form to the secretary of GSAH and (ii) the business must be a proper matter for stockholder action. To be timely, a stockholder’s notice must be received at GSAH’s principal executive
   
No business may be conducted at an annual meeting of New Mirion stockholders, other than business that is either (i) specified in New Mirion notice of meeting, (ii) otherwise properly brought before the annual meeting by or at the direction of the New Mirion Board or (iii) otherwise properly brought before the annual meeting by any New Mirion stockholder who is entitled to vote at the meeting and who complies with the notice procedures described below.
 
The New Mirion stockholder must (i) give timely notice thereof in proper written form to the secretary of New Mirion and (ii) the business must be a proper matter for stockholder action. To be timely, a
 
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offices not later than the close of business on the ninetieth (90th) day nor earlier than the opening of business on the
one-hundred
twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting. However, if the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, the notice must be delivered no earlier than the close of business on the
one-hundred
twentieth (120th) day prior to such annual meeting and no later than the close of than the close of business on the later of the seventieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of the annual meeting is first made or sent by GSAH.
 
Additionally, the stockholder notice must set forth the information required by the advance notice provisions of the GSAH Bylaws.
   
stockholder’s notice must be received at the New Mirion’s principal executive offices not sooner than the close of business on the
one-hundred
twentieth (120th) day nor later than the close of business on the
one-hundred
fiftieth (150th) day prior to the first anniversary of the preceding year’s annual meeting. However, if the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, the notice must be delivered no earlier than the close of business on the
one-hundred
twentieth (120th) day prior to such annual meeting and no later than the close of business on the later of the seventieth (70th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of the annual meeting is first made or sent by New Mirion.
 
Additionally, the stockholder notice must set forth the information required by advance notice provisions of the New Mirion Bylaws.
Stockholder Nominations of Persons for Election as Directors
Subject to any rights of holders of preferred stock to elect directors and the number of directors to be elected at the annual or special meeting, nominations of persons for election to the GSAH Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in GSAH’s notice of such special meeting, may be made (i) by or at the direction of the GSAH Board or (ii) by any GSAH stockholder of record entitled to vote in the election of directors who comply with the notice procedures described below.
   
Subject to any rights of holders of preferred stock to elect directors and the number of directors to be elected at the annual or special meeting, nominations of persons for election to the New Mirion Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in New Mirion’s notice of such special meeting, may be made (i) by or at the direction of the New Mirion Board or (ii) by any New Mirion stockholder of record entitled to vote in the election of directors who complies with the notice procedures described below.
To be timely, a stockholder’s notice must be received at GSAH’s principal executive offices not later than the close of business on the ninetieth (90th) day nor earlier than the opening of business on the
one-hundred
twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting. However, if the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, the notice must be delivered no earlier than the close of business on the
one-hundred
twentieth (120th) day prior to such annual meeting and no later than the close of than the close of business on the later of the seventieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of the annual meeting is first made or sent by GSAH.		    To be timely, a stockholder’s notice must be received at New Mirion’s principal executive offices not sooner than the close of business on the
one-hundred
twentieth (120th) day nor later than the close of business on the
one-hundred
fiftieth (150th) day prior to the first anniversary of the preceding year’s annual meeting. However, if the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, the notice must be delivered no earlier than the close of business on the
one-hundred
twentieth (120th) day prior to such annual meeting and no later than the close of business on the later of the seventieth (70th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of the annual meeting is first made or sent by New Mirion.
 
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New Mirion
Limitation of Liability of Directors
The GSAH Certificate of Incorporation provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL.    The New Mirion Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL.
Indemnification of Directors and Officers
Each of the GSAH Certificate of Incorporation and GSAH Bylaws provide that GSAH will indemnify its directors and officers to the fullest extent permitted by applicable law, if such officer or director is made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, as a result of his or her involvement as a director or officer of GSAH or service at the request of GSAH as a director, officer, employee or agent for another entity.
 
GSAH will pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition, provided that such person will repay any such advance if it is ultimately determined that such person is not entitled to indemnification by GSAH. GSAH has the burden of proving that the indemnitee is not entitled to the requested indemnification or to advancement of expenses under the GSAH Bylaws or applicable law
 
Except for proceedings to enforce rights to indemnification and advancement of expenses, GSAH will only indemnify and advance expenses for indemnitee-initiated proceedings if such proceeding was authorized by the GSAH Board.
   
The New Mirion Charter provides that New Mirion will indemnify its directors and officers to the fullest extent permitted by applicable law, if such officer or director is made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, as a result of his or her involvement as a director or officer of New Mirion or service at the request of New Mirion as a director, officer, employee or agent for another entity.
 
New Mirion will pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition, provided that such person will repay any such advance if it is ultimately determined that such person is not entitled to indemnification by New Mirion. New Mirion has the burden of proving that the indemnitee is not entitled to the requested indemnification or to advancement of expenses under the New Mirion Charter or applicable law.
 
Except for proceedings to enforce rights to indemnification and advancement of expenses, New Mirion will only indemnify and advance expenses for indemnitee-initiated proceedings if such proceeding was authorized by the New Mirion Board.
The repeal or amendment to the GSAH Certificate of Incorporation’s indemnification provisions by a majority vote of the outstanding shares of GSAH stock or by changes in law will be prospective only, unless such change provides for broader indemnification rights on a retroactive basis.    The repeal or amendment to the New Mirion Charters’ indemnification provisions by a majority vote of the outstanding shares of New Mirion common stock or by changes in law will be prospective only, unless such change provides for broader indemnification rights on a retroactive basis.
Dividends
Subject to applicable law and preferences that may be applicable to any outstanding preferred stock, holders of shares of GSAH Class A and GSAH Class B common stock are entitled to receive dividends and other distributions (payable in cash, property or capital stock of GSAH) declared by the GSAH Board out of assets or funds legally available.    Subject to applicable law and preferences that may be applicable to any outstanding preferred stock, holders of shares of New Mirion Class A and New Mirion Class B common stock are entitled to receive dividends (payable in cash, property or capital stock of New Mirion) declared by the New Mirion Board out of any assets or funds legally available.
 
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New Mirion
Liquidation
In the event of GSAH’s liquidation, dissolution or winding up, holders of GSAH Class A and GSAH Class B common stock will be entitled to share ratably (on an as converted basis with respect to the GSAH Class B common stock) in the net assets legally available for distribution after the payment of all GSAH’s debts and other liabilities and the satisfaction of any liquidation preferences granted to the holders of any then outstanding shares of preferred stock.    In the event of New Mirion’s liquidation, dissolution or winding up, holders of New Mirion Class A and New Mirion Class B common stock will be entitled to share ratably in the net assets legally available for distribution after the payment of all New Mirion’s debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.
Preemptive Rights
There are no preemptive rights relating to GSAH Class A or GSAH Class B common stock.    There are no preemptive rights relating to New Mirion Class A or New Mirion Class B common stock.
Anti-Takeover Provisions and Other Stockholder Protections
The GSAH Certificate of Incorporation includes certain anti-takeover and other stockholder protections such as a dual-class stock structure, prohibition on stockholder action by written consent and blank check preferred stock.
 
Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e., a stockholder owning 15% or more of GSAH voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions.
   
The New Mirion Charter includes certain anti-takeover and other stockholder protections such as a prohibition on stockholder action by written consent and blank check preferred stock. For additional information about New Mirion’s anti-takeover provisions and other stockholder protections, see “
Description of New Mirion Securities
.”
 
Section 203 of the DGCL prohibit a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e., a stockholder owning 15% or more of New Mirion voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions.
Inspection of Books and Records
Inspection.
Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from GSAH’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business.
 
Voting List.
GSAH must prepare, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting. The list is open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting either (i) on a reasonably accessible electronic network or (ii) during ordinary business hours at GSAH’s principal place of business. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting will be produced and kept at the time and place of the meeting
   
Inspection.
Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from New Mirion’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business.
 
Voting List.
New Mirion must prepare, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting. The list is open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting either (i) on a reasonably accessible electronic network or (ii) during ordinary business hours at New Mirion’s principal place of business. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the
 
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during the whole time thereof and may be examined by any stockholder who is present. If a meeting of stockholders is to be held solely by means of remote communication, the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of meeting.    meeting will be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If a meeting of stockholders is to be held solely by means of remote communication, the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of meeting.
Choice of Forum
The GSAH Certificate of Incorporation generally designates the Court of Chancery of the State of Delaware (the “Court of Chancery”) as the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of GSAH, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of GSAH to GSAH or GSAH Stockholders, or any claim for aiding and abetting any such alleged breach, (iii) any action asserting a claim against GSAH, its directors, officers or employees arising pursuant to any provision of the DGCL, the GSAH Certificate of Incorporation or the GSAH Bylaws or (iv) any action asserting a claim against GSAH, its directors, officers or employees governed by the internal affairs doctrine.
   
The New Mirion Charter generally designates, unless New Mirion otherwise consents in writing, the Court of Chancery as the sole and exclusive forum for (i) any derivative action or proceeding brought on New Mirion’s behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of New Mirion’s current or former directors, officers or other employees to New Mirion or its stockholders, (iii) any action asserting a claim against New Mirion or any current or former director, officer or other employee of New Mirion arising out of or pursuant to any provision of the DGCL, the New Mirion Charter or the New Mirion Bylaws; (iv) any action to interpret, apply, enforce, or determine the validity of the New Mirion Charter or the New Mirion Bylaws, (v) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, and (vi) any other action asserting a claim that is governed by the internal affairs doctrine.
This provision applies unless GSAH otherwise consents in writing or the action is one (A) as to which the Court of Chancery determines there is an indispensable party not subject to the Court of Chancery’s jurisdiction and the indispensable party does not consent, (B) which another court or courts has exclusive jurisdiction over the action, including suits brought to enforce any liability or duty created by the Exchange Act or (C) that arises under the federal securities laws, including the Securities Act, as to which the Court of Chancery and the U.S. federal district court for the District of Delaware shall have concurrent jurisdiction.
 
If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel.
   
This provision applies unless New Mirion otherwise consents in writing or the action is one (A) as to which the Court of Chancery determines there is an indispensable party not subject to the Court of Chancery’s jurisdiction and the indispensable party does not consent or (B) which another court or courts has exclusive jurisdiction over the action, including suits brought to enforce any liability or duty created by the Exchange Act.
 
The New Mirion Charter also provides that, unless Mirion Consents in writing to the selection of alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, provided this provision does not apply to claims or causes of action brought to enforce a duty or liability created by the Exchange Act, or any other claim for which the
 
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   federal courts have exclusive jurisdiction. Although the New Mirion Charter provides that the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, it is possible that a court could rule that such provisions are inapplicable for a particular claim or action or that such provisions are unenforceable.
 
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SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES
Pursuant to Rule 144 under the Securities Act (“
Rule 144
”), a person who has beneficially owned restricted shares of our common stock or our warrants for at least six months would be entitled to sell their securities provided that (1) such person is not deemed to have been an affiliate of us at the time of, or at any time during the three months preceding, a sale and (2) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially owned restricted shares of our common stock or our warrants for at least six months but who are affiliates of us at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
 
•  
1% of the total number of shares of our common stock then outstanding; or
 
•  
the average weekly reported trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is generally not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
 
•  
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
 
•  
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
 
•  
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form
8-K
reports; and
 
•  
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
As a result, the Sponsor will be able to sell its founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.
We anticipate that following the consummation of the Business Combination, we will no longer be a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities as long as we continue to remain current in our Exchange Act reporting.
As of the date of this proxy statement/prospectus, we had 93,750,000 shares of our common stock outstanding. Of these shares, 75,000,000 shares sold in our IPO are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the 18,750,000 founder shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. If the business combination is approved, the shares of our common stock we issue to the Mirion Stockholder pursuant to the Business Combination Agreement will be restricted securities for purposes of Rule 144.
 
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As of the date of this proxy statement/prospectus, there are approximately warrants to purchase 27,250,000 shares of GSAH Class A common stock outstanding, consisting of approximately 18,750,000 million public warrants originally sold as part of the units issued in the IPO and approximately 8,500,000 million private placement warrants that were sold by the Company to the Sponsor in a private placement prior to the IPO. Each warrant is exercisable for one share of GSAH Class A common stock, in accordance with the terms of the warrant agreement governing the warrants. The public warrants are freely tradable. In addition, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the issuance of the shares of GSAH Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of GSAH Class A common stock until the warrants expire or are redeemed; provided, that if GSAH Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement.
Registration Rights
See “
Proposal No.1— Approval of the Business Combination—Related Agreements—Amended and Restated Registration Rights Agreement
.”
Listing of Securities
We intend to apply to continue the listing of GSAH Class A common stock and warrants on the NYSE under the symbols “MIR” and “MIR.WS,” respectively, upon the closing of the Business Combination, though such securities may not be listed, for instance if there is not a sufficient number of round lot holders. At the closing of the Business Combination, each unit will separate into its components consisting of one share of GSAH Class A common stock and one-fourth of one warrant.
 
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BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding (1) the beneficial ownership of GSAH common stock as of June 30, 2021
(pre-Business
Combination) and (2) the expected beneficial ownership of shares of New Mirion common stock immediately following consummation of the Business Combination (assuming a “no redemption” scenario and assuming a “maximum redemption scenario” as described below) by:
 
•  
each person who is known to be the beneficial owner of more than 5% of GSAH common stock
 
•  
each person who is expected to be the beneficial owner of more than 5% of shares of New Mirion common stock post-Business Combination;
 
•  
GSAH’s current executive officer and each of GSAH’s current directors;
 
•  
each person who will become an executive officer or director of New Mirion post-Business Combination; and
 
•  
all executive officers and directors of GSAH as a group
pre-Business
Combination, and all executive officers and directors of New Mirion post-Business Combination.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days (both before and after the Business Combination).
The beneficial ownership of GSAH common stock
pre-Business
Combination is based on 93,750,000 shares of common stock outstanding as of June 30, 2021, which includes an aggregate of 18,750,000 shares of GSAH Class B common stock outstanding as of such date.
The expected beneficial ownership of shares of our common stock post-Business Combination is based on our shares of common stock outstanding as of June 30, 2021 (except for those shares of common stock held by the Sellers, which are based on the shares of common stock outstanding as of October 31, 2021 due to the impact of the PIK Notes held by the Sellers as discussed below) and assumes two redemption scenarios as follows:
 
•  
Assuming no redemptions: This presentation assumes that no shares of GSAH Class A common stock are redeemed. The no redemption scenario results in 213,798,777 shares of GSAH Class A common stock (including 18,750,000 founder shares subject to vesting upon certain Founder Share Vesting Events or forfeiture after five years if not vested) and 8,951,209 shares of GSAH Class B common stock for a total of 222,749,986 shares of GSAH common stock issued and outstanding following the Business Combination.
 
•  
Assuming maximum redemptions: This presentation assumes that the maximum number of shares of GSAH Class A common stock are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’
pro-rata
allocation along with the proceeds from the PIPE Investment and are sufficient to fund the Minimum Cash Condition (not less than $1,310 million available for use as cash consideration to the Sellers and to be retained on the balance sheet of the Combined Company). Based on the amount of $750.1 million in the trust account as of June 30, 2021, inclusive of accrued dividends, and considering the anticipated gross proceeds of approximately $900.0 million from the PIPE Investment, the aggregate commitment of $830 million from a first lien term facility pursuant to the Debt Commitment Letter and approximately $125.0 million from the Backstop Party, approximately 36,830,000 shares of GSAH Class A common stock may be redeemed and still enable us to have sufficient cash to satisfy the cash closing conditions in the Business Combination Agreement, including the debt refinancing of the Mirion Existing Credit Facility. The maximum redemption scenario results in 189,468,777 shares of GSAH Class A common stock (including 18,750,000 founder shares subject to vesting upon certain Founder Share Vesting Events or forfeiture after five years if not vested) and 8,951,209 shares of GSAH Class B common stock for a total of 198,419,986 shares of GSAH common stock issued and outstanding following the business combination.
 
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Before the Closing of the Business Combination, the Sellers will have the option to elect to have their equity consideration exchanged for either shares of New Mirion Class A common stock or Paired Interests. New Mirion will own 100% of the voting shares (Class A) of IntermediateCo and greater than 80% of the
non-voting
Class B shares. We have assumed that of the existing Mirion stockholders, only Mirion management will elect to receive shares of New Mirion Class B common stock. For more information on the no redemption and maximum redemption scenarios, see “
Unauditd Pro Forma Condensed Combined Financial Information
.”
The consideration to be paid to the Mirion Sellers in connection with the Business Combination is allocated first in respect of the PIK Notes and second in respect of the Existing Mirion Shares. The PIK Notes accrue payment-in-kind (PIK) interest daily at a rate of 11.5% annually (the Shareholder Notes accrue PIK interest daily at a rate of 11.5% annually (other than a $70 million tranche that accrues interest at a rate of 6.0% annually until October 1, 2021 and then accrues interest at a rate of 11.5% annually) with the interest added to the outstanding principal amount on December 31 of each year in arrears and the Management Notes accrue PIK interest daily at a rate of 11.5% annually with half of such annual amount added to the outstanding principal amount on December 31 of each year in arrears while the remaining half is payable in cash on December 31 of each year). The PIK Notes are contemplated to be acquired by GSAH at the Closing for a price equal to the full outstanding principal amount together with all accrued but unpaid interest up to but excluding the Closing Date using a portion of the Business Combination consideration. In connection with the Closing, GSAH will contribute the PIK Notes to Mirion Topco and then the PIK Notes will be extinguished in full. See “
Certain Relationships and Related Persons Transactions—Mirion’s Related Person Transactions—Shareholder Notes
.” Accordingly, as the amount of accrued and unpaid interest from the PIK Notes increases, the holders of the PIK Notes will receive more of the Business Combination consideration as compared to the holders of the Existing Mirion Shares. Mirion Sellers (excluding members of Mirion management) hold significantly more of the outstanding principal amount of the PIK Notes than members of Mirion management and, accordingly, Mirion Sellers (excluding members of Mirion management) will receive proportionally more of the Business Combination consideration than members of Mirion management over time as the PIK Notes accrue additional unpaid interest. This has the effect over time of increasing the number of shares of GSAH Class A common stock to be issued to the Mirion Sellers (excluding members of Mirion management) and reducing the number of shares of GSAH Class B common stock that will be issued to Mirion management (there is no incremental dilution to Public Stockholders). For purposes of the beneficial ownership described below, we have assumed an amount of principal and interest of the PIK Notes as if the Closing Date was October 31, 2021, but for all other purposes have assumed the Closing Date is June 30, 2021.
For example, in the “no redemption” scenario and assuming an amount of PIK Notes principal and interest to be outstanding as of October 31, 2021, the Charterhouse Parties would beneficially own 24.9 million shares of New Mirion Class A common stock, or 11.7% of the outstanding shares of New Mirion common stock; and all New Mirion directors and executive officers as a group (11 individuals) would beneficially own 5.8 million shares of New Mirion Class B common stock, or 2.6% of the outstanding shares of New Mirion common stock. In the “no redemption” scenario and assuming an amount of PIK Notes principal and interest to be outstanding as of September 30, 2021, the Charterhouse Parties would beneficially own 24.6 million shares of New Mirion Class A common stock, or 11.5% of the outstanding shares of New Mirion common stock; and all New Mirion directors and executive officers as a group would beneficially own 6.0 million shares of New Mirion Class B common stock, or 2.7% of the outstanding shares of New Mirion common stock. In addition, in the “no redemption” scenario and assuming an amount of PIK Notes principal and interest to be outstanding as of November 30, 2021, the Charterhouse Parties would beneficially own 25.0 million shares of New Mirion Class A common stock, or 11.2% of the outstanding shares of New Mirion common stock; and all New Mirion directors and executive officers as a group would hold 5.6 million shares of New Mirion Class B common stock, or 2.5% of the outstanding shares of New Mirion common stock.
 
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Unless otherwise indicated, GSAH believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.
 
    Before the Business Combination     After the Business Combination  
    GSAH     Mirion TopCo     Assuming No Redemptions     Assuming Maximum Redemptions  
Name and Address
of Beneficial
Owner (1)(2)
   Number
of
Shares of
Class A
Common
Stock		     Approximate
% of
Class A
Common
Stock		     Number of
Shares of
Class B
Common
Stock		     Approximate
% of Class B
Common
Stock		     Approximate
% of
Common
Stock		     Number
of
Ordinary
Shares		     Approximate
% of
Ordinary
Shares		     Number of
Shares of
Class A
Common
Stock