A Differentiated and Compelling Investment Opportunity slide image

A Differentiated and Compelling Investment Opportunity

Transaction Overview Transaction Structure Valuation Capital Structure Governance - Business combination between FF Intelligent Mobility Global Holdings Ltd. ("Faraday Future", "FF" or the "Company") and Property Solutions Acquisition Corp. (NASDAQ: PSAC), a publicly traded special purpose acquisition company - The transaction, inclusive of the planned $795 million PIPE financing, is expected to fully fund FF through the launch of the FF 91 - Target filing initial S-4 by early February 2021 with transaction close expected in Q2 2021 Fully diluted pro forma equity value of ~$3.4 billion (assuming $738 million in net cash at closing) - - - Existing Faraday Future stakeholders will roll the entirety of their existing equity holdings into the combined company and are expected to receive ~68% of the pro forma equity Transaction implies a pro forma enterprise value of $2,642 million · 0.3x 2024E revenue of $10,555 million - 2.9x 2024E EBITDA of $914 million - Funded by a combination of PSAC cash held in a trust account, roll-over FF equity, conversion of debt to equity and a new PIPE raise - Transaction will result in $738 million of cash on the balance sheet to fund the production of the FF 91 - The pro forma company is expected to have little to no outstanding debt after this transaction (1) Total of 9 members on the Board of Directors, including 5-6 Independent Directors who have sufficient public company directorship experience and relevant industry expertise, who will have an initial two-year term and subject to reelection annually thereafter - Company management, through FF Top Holdings Ltd., will appoint 2 Directors and nominate 4 independent Directors - - RMG will appoint 1 Director, Philip Kassin PSAC will appoint 1 Director, Jordan Vogel In addition, the Company's CEO, Dr. Carsten Breitfeld, will be a Director After the closing, FF Top will have the contractual right to nominate a number of Directors proportionate to the aggregate voting power of FF Top and certain other shareholders that agree to vote as a group with FF Top(2) (1) (2) Subject to agreement by certain lenders 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 companywith up to $85 million in secured debt, some or all of which may remain outstanding after the closing. FF Top has entered into voting agreements with FF stakeholders such that, as of the closing, FF Top is expected to have voting power (subject to certain limitations) with respect to approximately 33% of the company's outstanding shares and be able to nominate three of the company's nine directors after the closing. 2021 FARADAY FUTURE PROPRIETARY AND CONFIDENTIAL 43 F
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