FIFTH WALL ACQUISITION CORP IIICOMPLETEDBEEP
All data as of
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**Industry return reflects the return of all tracked REAL ESTATE de-SPACs from the date of each respective closing.
**Returns of of S&P 500 and FIFTH WALL ACQUISITION CORP III tracks since FIFTH WALL ACQUISITION CORP III's IPO date (May 25, 2021)
PROPOSED BUSINESS COMBINATION: Mobile Infrastructure Corp.
ENTERPRISE VALUE: $540 million
ANTICIPATED SYMBOL: BEEP
Fifth Wall Acquisition Corp. III proposes to combine with Mobile Infrastructure Corp., one of the largest institutional-quality, mobility-focused parking asset owners in the U.S.
- Mobile Infrastructure is an internally-managed, publicly registered, non-listed company that invests primarily in parking lots and garages in the United States.
- As of September 30, 2022, it owned 44 parking facilities located in 22 separate markets throughout the United States, with a total of 15,750 parking spaces and approximately 5.4 million square feet and approximately 0.2 million square feet of commercial space adjacent to its parking facilities.
SUBSEQUENT EVENT – 6/16/23 – LINK
Second Amended and Restated Sponsor Agreement
- 1,000,000 Founder Shares will vest once the aggregate volume-weighted average price per Surviving Pubco Share reaches or exceeds $13.00 per share over any 5-consecutive trading day period post-Merger closure. These shares will be cancelled if they haven’t vested by December 31, 2026.
- An additional 1,000,000 Founder Shares will vest when the average price per Surviving Pubco Share reaches or exceeds $16.00 per share over any 5-consecutive trading day period post-Merger closure.
- These shares will be cancelled if they haven’t vested by December 31, 2028.
- The Sponsor will deliver 4,775,000 Founder Shares to FWAC for cancellation without any consideration.
New PIPE Subscription Agreements
- FWAC and certain investors, including the Initial Pipe Investor, collectively known as the New PIPE Investors, entered into subscription agreements.
- As per these agreements, the New PIPE Investors agreed to subscribe for and purchase 46,000 shares of Series 2 Preferred Stock at a price of $1,000.00 per share.
- This private placement, conducted by Surviving Pubco, will amount to an aggregate purchase price of $46,000,000.
- The previous PIPE Subscription agreement was termianted.
Terms of Preferred Shares
- In conjunction with the Domestication process, FWAC will file a charter with the State Department of Assessments and Taxation of Maryland. This Proposed Charter will categorize 60,000 shares of Surviving Pubco’s preferred stock as Series 2 Convertible Preferred Stock.
- Each share of the Series 2 Convertible Preferred Stock has an initial stated value of $1,000, referred to as the “Series 2 Preferred Stock Stated Value”.
- Subject to the rights of any class or series of Senior Stock, holders of Series 2 Preferred Stock are entitled to receive 10% annual cumulative distributions, which will be paid in kind.
- These distributions occur between the initial issuance and the conversion of these shares into Surviving Pubco Shares.
- However, if the distribution date is before the first anniversary of the original issuance, the holder will receive dividends at an annual rate of 10.0% of the $1,000.00 per share liquidation preference for a year, payable in full on the conversion date.
- Each share of Series 2 Preferred Stock can be converted into Surviving Pubco Shares under two conditions:
- (a) thirty days after the Surviving Pubco Shares are first listed on Nasdaq, the New York Stock Exchange, or the NYSE American, provided that there hasn’t been any suspension or removal from listing during this period and the date doesn’t occur prior to December 31, 2023, or
- (b) upon a change of control of Surviving Pubco.
- The conversion price is $3.67 per Surviving Pubco Share.
- The Surviving Pubco Shares resulting from the conversion cannot be sold or transferred until either
- (a) one year after the conversion or
- (b) the date after the closing of the Merger when Surviving Pubco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction, enabling all stockholders to exchange their equity holdings for cash, securities or other property.
- Each share of Series 2 Preferred Stock can be converted into Surviving Pubco Shares under two conditions:
EXTENSION – 5/17/23 – LINK
- The SPAC approved the extension from May 27, 2023 to September 15, 2023.
- 27,058,698 shares were redeemed at the meeting. – LINK
- No contribution will be made into the trust account.
- The business combination values the combined company at a post-money equity valuation of approximately $550 million assuming no public shareholders of FWAC exercise their redemption rights.
- The combined company is expected to have up to approximately $276 million in cash at closing, including $275 million of cash held in FWAC from its initial public offering on May 27, 2021 (assuming no redemptions by FWAC’s public shareholders and prior to the payment of transaction expenses).
- The transaction is further supported by a $10 million PIPE investment from No Street Capital, an existing MIC shareholder.
- MIC and FWAC are aligning long-term interests. FWAC’s sponsor has agreed to defer a portion of its founder shares in an earn-out with vesting at significant premiums to FWAC’s current share price, while MIC’s CEO has elected to receive 100% of his 2023 compensation in stock.
- In addition, a portion of the FWAC Sponsor’s founder shares will be cancelled for no consideration.
- The combined company will have significant insider ownership, and MIC’s existing investors are rolling 100% of their equity in the transaction.
- Additionally, no SPAC warrants have been issued, and as a result, shareholders will benefit from less dilution and a simplified capital structure.
- FWAC has agreed to issue and sell to No Street Capital an aggregate of 1,200,000 Surviving Pubco Shares for a purchase price of $10.00 per 1.2 shares
- $10.00 per 1.2 shares equals to be about $8.33 per share for the $10M investment.
- Company and Sponsor
- 6 months from the Closing Date
- The Sponsor also has agreed to certain restrictions with respect to its Founder Shares, as follows:
- (a) 1,658,750 Founder Shares will vest at such time as the aggregate volume-weighted average price per Surviving Pubco Share for any 5-consecutive trading day period after the Closing Date equals or exceed $16.00 per share (provided that such Founder Shares will be cancelled if the Founder Shares have not vested prior to December 31, 2026)
- (b) 1,658,750 Founder Shares will vest at such time as the aggregate volume-weighted average price per Surviving Pubco Share for any 5-consecutive trading day period after the Closing Date equals or exceeds $20.00 per share (provided that such Founder Shares will be cancelled if the Founder Shares have not vested prior to December 31, 2028),
- (c) the Sponsor will deliver to FWAC for cancellation and for no consideration 1,375,000 Founder Shares and any portion of 2,062,500 Founder Shares not transferred to third-party investors in connection with the Closing, and
- (d) if the aggregate cash proceeds from PIPE Investments (excluding the Initial PIPE Investment and PIPE Investments by MIC’s directors, officers and affiliates) and any other third-party financing (other than debt financing) to be funded at the Closing are less than $40,000,000, the Sponsor will deliver to FWAC for cancellation and for no consideration 1,375,000 Founder Shares, which number of shares shall be reduced to 1,000,000 Founder Shares if such cash proceeds at Closing equal or exceed $40,000,000 but are less than $50,000,000.
- If earlier, the Founder Shares described in the foregoing clauses (a) and (b) shall vest on the date after the Closing on which Surviving Pubco (or its successors) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property.
NOTABLE CONDITIONS TO CLOSING
- FWAC having at least $5,000,001 of net tangible assets
NOTABLE CONDITIONS TO TERMINATION
- Subject to certain provisions for extension, by either party if the Closing has not occurred on or prior to May 27, 2023
- Termination Fee
- Except for the payment of a termination fee of $4,000,000 by MIC in the case of certain termination events, if the Merger Agreement is validly terminated, none of the parties will have any liability or any further obligation under the Merger Agreement with certain limited exceptions, including liability arising out of any willful and material breach of the Merger Agreement.
- Venable LLP and Keating Muething & Klekamp PLL are serving as legal counsel to Mobile Infrastructure Corporation.
- B. Riley is rendering a fairness opinion to the Company.
- Gibson, Dunn & Crutcher LLP is serving as legal counsel to Fifth Wall Acquisition Corp. III.
MANAGEMENT & BOARD
Brendan Wallace, 39
Chairman of the Board and Chief Executive Officer
Mr. Wallace also serves as a co-founder and Managing Partner at Fifth Wall since May 2016, where he also serves as the chairman of the investment committee, Mr. Wallace is also the Chairman of the Board and Chief Executive Officer of Fifth Wall Acquisition Corp. I and Fifth Wall Acquisition Corp. II. Prior to starting Fifth Wall, Mr. Wallace co-founded Identified Inc., a venture-backed data and analytics company, in January 2009, that was subsequently acquired by Workday, Inc. in February 2014. Mr. Wallace also was involved in the founding of Maxi Mobility Spain, S.L. (d/b/a Cabify) in September 2012. Mr. Wallace has been an active investor, leading more than 65 angel investments including Dollar Shave Club, Bonobos, Carbon38, Clutter, Inc., Philz Coffee, Inc., Allbirds, Inc., MasterClass, Roofstock, Inc., Common Living, Inc. Mr. Wallace started his career at The Goldman Sachs Group, Inc. in the real estate, hospitality, and gaming investment banking before joining The Blackstone Group Inc.’s real estate private equity group where he was involved with the buyout of Hilton Hotels and Equity Office Properties. Mr. Wallace received his B.A. Summa Cum Laude in Political Science from Princeton University in 2004 and received his M.B.A. from Stanford University in 2010.
Andriy Mykhaylovskyy, 35
Director and Chief Financial Officer
Mr. Mykhaylovskyy is a Managing Partner and Chief Operating Officer at Fifth Wall since April 2017, where he oversees the firm’s day-to-day operations and investing activities. Mr. Mykhaylovskyy also serves as the Chief Financial Officer and a director of Fifth Wall Acquisition Corp. I and as Chief Financial Officer of Fifth Wall Acquisition Corp. II. Prior to joining Fifth Wall, Mr. Mykhaylovskyy was a Principal and founding team member at Evergreen Coast Capital, a technology-focused private equity affiliate of Elliott Management Corporation, from January 2016 to March 2017. Mr. Mykhaylovskyy’s other previous leadership roles include serving as the Vice President at The Gores Group from May 2014 to January 2016 and Chief Financial Officer of Identified, Inc., a data and analytics company, from August 2013 to February 2014. Mr. Mykhaylovskyy started his career in investment banking at Morgan Stanley & Co. LLC, where he offered financial advisory and capital-raising services to global industrial corporations, before joining technology-focused private equity firm Francisco Partners as an associate. Mr. Mykhaylovskyy received his B.A. in Economics from Princeton University in 2007 and received his M.B.A. from Stanford University in 2013.
Board of Directors
Adeyemi Ajao, 38
Mr. Ajao has been a director of Fifth Wall Acquisition Corp. II since April 2021. Mr. Ajao is also Co-founder & Managing Partner at Base10 Partners which was founded in January 2017. Mr. Ajao was the co-founder and CEO of Tuenti (The “Spanish Facebook”) from January 2005 to July 2010 which was acquired by Telefonica in 2010 for $100M. He also was the co-founder and CEO of Identified from June 2010 to February 2014 which was acquired by Workday in 2014. He was also a founding investor of Cabify in July 2011 (the largest ridesharing company in Latin America currently valued at over $1B). While at Workday from February 2014 to September 2016, Mr. Ajao led launch to Workday Ventures, the first fund focused on Applied AI for Enterprise Software and was VP of Technology Strategy. Mr. Ajao graduated from Icade University in Spain in 2005 with a Master of Science in Finance and a Juris Doctor. Mr. Ajao graduated from Stanford University in 2010 with a Master of Business Administration. Mr. Ajao also holds a certificate from Stanford University in Machine Learning.
Alana Beard, 38
Ms. Beard has been a director of Fifth Wall Acquisition Corp. I since February 2021 and a director of Fifth Wall Acquisition Corp. II since April 2021. She is also a Senior Associate at SVB Capital since February 2020 and President of the 318 Foundation, Inc., a non-profit organization, since January 2021. Prior to joining SVB, Alana was a member of the WNBA Los Angeles Sparks organization April 2012 to January 2020 and an ESPN/ACC women’s college basketball analyst from October 2019 to March 2020. During her career with the Sparks, Ms. Beard was a four-time WNBA All-Star, won the WNBA championship in 2016 and was named WNBA Defensive Player of the Year for the 2017 and 2018 seasons. Ms. Beard graduated from Duke University in 2004 with a bachelor’s degree in Sociology.
Poonam Sharma Mathis, 43
Ms. Mathis has been a director of Fifth Wall Acquisition Corp. II since April 2021. Ms. Mathis is also a serial entrepreneur, real estate industry veteran and public speaker with a passion for innovating around the built world. Most recently CEO of Raise, she aimed to revolutionize childcare for the future of work. Previously, she founded StealthForce, (the gig economy of real estate; a resource and project management platform for CRE), which was exited in early 2019. Prior to StealthForce, she was Deputy to the Head of Global Real Estate Asset Management at Partners Group AG ($40 billion AUM), and earlier employee 13 at The Gerson Lehrman Group, which was the world’s first institutional expert network. Ms. Mathis earned her Bachelor of Arts at Harvard and Master of Business Administration at Wharton, and spent over a decade in real estate development and investment. Twice named a top female CEO in CREtech, she has been featured in The New York Times, Inc. Magazine, Harvard Business Review, NBC News, and more. She is also an author and experienced public speaker (ULI, ICSC, CRETech, etc.) who has published four books in five languages which have been printed worldwide.
Amanda Parness, 49
Ms. Parness has been a director of Fifth Wall Acquisition Corp. II since April 2021. In January 2020, Ms. Parness became CEO and Founder of Spring Advisory Services. From May 2019 to December 2019, Ms. Parness was Managing Director, Head of U.S. Private Equity Funds at Caisse de Depot et Investment du Quebec (CDPQ). From September 1998 to May 2019, Ms. Parness was a Managing Principal at GoldPoint Partners, New York Life Insurance Company’s private equity subsidiary. Ms. Parness was a Financial Analyst in the Equity Research Group at Goldman Sachs & Co. from January 1994 to July 1996. Ms. Parness graduated from Barnard College at Columbia University in 1993 with a Bachelor of Arts in Economics and a Bachelor of Arts in English Literature, and in 1998 graduated with a Masters of Business Administration in Finance from Columbia Business School.