Faraday Future SPAC Presentation Deck
Transaction Overview
Transaction
Structure
(1)
(2)
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)
Subject to agreement by certain lenders and assumes $9.2mm PPP loan is forgiven prior to close. The companyis 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.
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
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