Faraday Future SPAC Presentation Deck
Transaction Structure and Pro Forma Equity Ownership
Sources & Uses
($ in millions)
Sources
Faraday rollover equity
Rollover existing net debt
SPAC cash in trust (¹)
PIPE investor cash (2)
Total sources
€ NOTODE
(8)
✓
✓
Note:
$1,625
671
230
795
$3,321
Alignment of Key Stakeholders
Uses
Faraday rollover equity
Debt converted to equity
Cash to balance sheet
(5)
Debt paydown
Deal expenses
Total uses
Key Commentary
- All Faraday Future equity holders and substantially all Faraday Future debt
holders are expected to receive stock in public company (no cash paid to
Faraday Future shareholders at closing) (6)
Ⓒ2021 FARADAY FUTURE
(4)
$1,625
671
738
201
86
$3,321
Proceeds for transaction will be used to fund Faraday Future through the start of
production of FF 91
Majority of vendor obligations converting to equity
Evergrande, the largest shareholder, is fully supportive of transaction
Founder YT Jia's personal obligations are resolved and his creditors have
converted to equity (8)
Enterprise Value Build
($ in millions)
TEV Build
44
Share price
(x) Shares outstanding (millions) (3)
Pro forma equity value
Plus: Debt (5)
Less: Cash to balance sheet
Pro forma enterprise value
Pro Forma Ownership(1)(3)(7)
% / millions of shares
Debt converted
to equity
17.2%
PIPE
shareholders"
23.5%
(2)
SPAC
shareholders
6.9%
SPAC sponsor
2.1%
Seller rollover
equity
50.3%
38
$10.00
338
$3,380
Excludes the impact of 23.615 million out-of-the-money PSAC warrants (strike price of $11.50 or 15% out-of-the-money) which is reflective of both 0.615 million PSAC sponsor warrants and 23.0 million public warrants. Excludes potential earnout shares to the existing FF shareholders of two tranches of 12.5 million shares
each earned at share price targets of $13.50 and $15.50, respectively. This also excludes impact of converted pro forma stockoptions and new public company equity incentive plan.
Assumes no redemptions from PSAC's existing public stockholders and assumes $9.2mm PPP loan is forgiven prior to close. The company is also currently in discussions with a potential bridge lender that may provide the company with up to $85 million in secured debt, some or all of which may remain outstanding
after the closing.
$175 million of the $795 million PIPE is from a Tier 1 Chinese Cityinvestor and is subject to customary regulatory approvals. Geely Holding will also be participating in the PIPE for less than 10% of the deal size.
Assumes new shares are issued at a price of $10.00/share and includes SPAC sponsor promote.
Certain liabilities that are expected to convert to equity are currently being negotiated; however, a majority have signed aTSA in support of the transaction.
Debt paydown may be impacted by up to an additional $85mm of bridge financing available for general corporate purposes and b accelerate R&D, if desired. Any bridge loans up to $50 million will not reduce enterprise value under the merger agreement.
Subject to agreement by certain lenders.
Subject to potential dilution of 20.5 million outstanding unvested Faraday Future options, which options if fully vested and exercised would comprise approximately 5.0% of the outstanding shares of Faraday Future on a fully-diluted basis at the closing of the business combination. These options will retain their existing vesting
schedules and will not fully vest until October 2027. Additionally, the Company anticipates implementing a Long-Term Incentive Plan at closing that will provide for an aggregate share reserve equal to 12.0% on a fully-diluted basis.
Pursuant to the completed Chapter 11 restructuring plan involving the personal debts of Mr. Yueting Jia, Mr. Yueting Jia is entitled to receive 5% of any distributions to the Creditor Trust until the Creditor's Trust receives aggregate cash payments of $4.9 billion.
(738)
$2,642
PROPRIETARY AND CONFIDENTIALView entire presentation