· 本次合并交易为Faraday Future (“FF”) 提供约10亿美元的资金，其中包括PSAC以信托形式持有的2.3亿美元现金（假设不赎回的条件下），以及以每股10.00美元的价格超额认购[7.75亿美元]完全承诺的普通股PIPE。
· 重新定义电动汽车行业的极致性能奢华电动车FF 91将在交易结束后12个月内推出，本次交易也将为公司独一无二的I.A.I系统(Internet, Autonomous Driving, Intelligence)的未来开发提供支持。
· FF采用了全球化的生产制造布局，包括其在加州汉福德的制造工厂，以及与一家韩国合作伙伴在生产制造方面的代工合作。FF 91为市场带来了豪华和极致性能的先进技术，其可变电驱动底盘架构、三电系统、和先进的I.A.I. (Internet, Autonomous Driving, Intelligence)等相关技术全球范围内申请或获得了近900项实用和设计专利。
· 交易完成后公司估值约为 [$34亿美元]；合并后的公司将被命名为Faraday Future Inc.，并将以新的股票代码“FFIE”进行交易。交易预计将于2021年第二季度完成。
· PIPE基石投资人包括来自美国和欧洲的大型金融机构、中国排名前三的民营汽车主机厂和中国一线城市。
· 著名的SPAC赞助商Riverside Management Group (RMG) 是PSAC的财务伙伴和顾问
· Faraday Future现有的，包括管理层在内的所有股东将会完成股权置换。
美国西部时间1月28日，总部位于美国加州的全球共享智能出行生态系统公司Faraday Future(简称FF)和特殊目的收购公司(SPAC) Property Solutions Acquisition Corp. (以下简称 "PSAC")(NASDAQ交易代码：PSAC)今天宣布，双方已就业务合并达成最终协议。合并完成后将在纳斯达克证券交易市场上市，股票代码为“FFIE”。
普通股PIPE包括来自美国、欧洲和中国的超过30家长期机构股东。PIPE基石投资人包括中国排名前三的民营汽车主机厂和长期机构投资股东。本次合并交易大约为Faraday Future提供约10亿美元的资金，其中包括PSAC以信托形式持有的2.3亿美元现金（假设不赎回的条件下），以及以每股10.00美元的价格超额认购[7.75亿美元]完全承诺的普通股PIPE。为FF 91的大规模量产和交付提供了足够的资金支持。
来自不同行业的全球PIPE投资人和合作伙伴全力支持FF 91的量产以及后续车型的开发和交付。尤其是中国前三大汽车主机厂之一和中国重点城市的合作伙伴将帮助FF迅速实现在中国市场的落地，进一步夯实FF独一无二的中美双主场优势。
自成立以来，FF一直致力于通过产品和技术创新，商业模式创新，用户生态创新和治理架构创新来推动汽车产业变革。并以I.A.I为核心驱动力，打造了智能行驶平台和第三互联网生活空间。这也给FF 91赋予了软件、互联网、人工智能等不同于其他同类企业的独特基因。
此次交易验证了FF的创始愿景，即打造一个基于技术和产品创新的出行生态系统。FF的旗舰产品是FF 91，拥有业界领先的1050匹马力，百公里加速不超过2.4秒，业内最大的60度仰角的零重力座椅以及革命性的用户体验，旨在打造移动、互联、奢华的第三互联网生活空间。FF 91计划在合并完成后约十二个月内推出。
对于今天这一重要里程碑，Faraday Future全球首席执行官毕福康博士表示，“我们很高兴能与PSAC达成合作。这是我们公司的一个重要里程碑，也是在我们的员工、供应商、美国和中国的合作伙伴以及加州汉福德市的坚定承诺下成功实现的。我很高兴，这次业务合并将使我们能够推出FF 91这款能够重新定义豪华电动汽车的车型，这也是建立在我们创始人的初衷之上，来帮助我们的用户和股东参与塑造创新的未来出行生态系统。”
“Faraday Future是一家独特的、与众不同的电动汽车公司，其未来发展前景非常可观。”Property Solutions联合CEO兼董事长Jordan Vogel表示。“我们相信毕福康博士领导的优秀管理团队和行业领先的技术将使Faraday Future达到其真实的增长潜力。”
FF自成立以来，累计投入资金超过 $20亿美元。除了第一款车型FF 91的研发外，第二款车型FF 81的产品定义工作已经完成，研发工作也在积极推进中。
FF已经建立了强大、颠覆性且有价值的技术组合，其可变电驱动底盘架构(“VPA”)、三电系统和先进的I.A.I技术在全球范围内有约900项申请或授权专利保护。 根据专利数据分析公司 Randolph Square IP(“RSIP”)的报告，FF的同类专利组合远超传统车企。FF专有的VPA平台是一种滑板式的，模块化智能车辆开发平台，它可以根据不同的电机和动力系统配置进行尺寸调整。这种灵活的模块化设计可支持一系列乘用和商用车，有利于快速开发多种汽车项目，以降低成本和上市时间。FF的三电系统有着业界领先的逆变器设计、电池组能量密度和重力功率密度。I.A.I.技术为车辆提供了高性能计算、高速互联网连接、Over-the-air更新、集成第三方应用的开放生态系统。此外还有其他一些专利创新，使FF能够为用户打造先进的高度个性化体验。
“成为一家上市公司对Faraday Future来说是一个重要的里程碑，随着时间的推移，这将为FF提供通过公开市场进一步获得资金的机会"，Property Solutions联合CEO Aaron Feldman补充道。"我们非常高兴能够与大家分享这个引人注目的故事，并对Faraday Future在未来几年里为股东带来的巨大价值充满信心。”
RMG代表Bob Mancini表示：“RMG很高兴能在此次交易中为PSAC提供建议，并帮助推进PSAC和FF的业务合并。”
未来5年，FF的B2C乘用车规划将包括FF 91系列、FF 81系列和FF 71系列。FF 91系列将定义FF品牌的DNA。 这一DNA将延续到FF后续投放市场的高端大众市场车型：FF 81系列和FF 71系列。 有了这样的品牌DNA，FF产品有望在设计、驾驶体验、车内舒适性、互联互通、用户体验等方面领先于各自细分市场的竞争对手。FF 81预计将于2023年量产上市，FF 71预计将于2024底量产上市。 除乘用车外，FF还计划在2023年利用其专有的VPA平台推出“最后一英里智能运输车”（SLMD）。FF采用了全球化的生产制造布局，和轻资产的混合制造策略，包括其在加州汉福德的制造工厂，以及与一家领先的韩国合作伙伴在生产制造方面的代工合作。 公司正在寻求通过以合资方式在中国进行代工生产。
作为全球唯一的科技奢华智能互联网电动车品牌，FF预计未来5年销量将超过40万辆，其首款旗舰车型FF 91已获得超过1.4万辆订单，用户现在可以预订FF 91，详情请点击 https://www.faradayfuturecn.com/cn/reserve/
交易概览
根据目前的估算，以每股PIPE认购价格为10.00美元计算，该交易显示合并后公司的隐含股权价值为34亿美元。该交易得到了主要供应商的支持，其中多家供应商将成为股东。交易完成后，假设PSAC股东没有赎回的操作，合并后的公司将获得最多10亿美元的现金。FF和PSAC的董事会都一致批准了拟议的业务合并，预计合并将于2021年第二季度完成。合并进度将取决于PSAC股东的批准、满足最终协议中所述的条件和其他惯例成交条件，包括美国证券交易委员会（"SEC"）宣布注册声明生效、相关监管部门的批准许可，以及纳斯达克证券市场批准合并后公司的证券上市。
交易完成后，Property Solutions Acquisition Corp. 的Jordan Vogel和RMG的Philip Kassin都将在Faraday Future董事会任职。
有关拟议交易的更多信息，包括合并协议和投资者介绍等内容，PSAC已经向美国证券交易委员会提交了相关的8-K表格和投资人介绍报告。该报告在WWW.SEC.GOV可供查阅。 有关拟议交易的更多信息可在PSAC向美国证券交易委员会提交的与企业合并有关的注册声明中查阅。
顾问机构
瑞士信贷银行（Credit Suisse）和斯提夫尔金融公司(Stifel)担任金融和资本市场顾问，Miller Buckfire担任FF的财务顾问。RMG和德意志银行（Deutsche Bank ）均担任PSAC的财务顾问。瑞士信贷银行(Credit Suisse)将担任 首席配售代理，斯提夫尔金融公司(Stifel)也担任PIPE配售代理。盛德律师事务所(Sidley Austin LLP)和美麦斯律师事务所(O'Melveny & Myers)担任FF的法律顾问。瑞生国际律师事务所(Latham & Watkins)担任PSAC的法律顾问。EarlyBird Capital担任PSAC IPO的独家承销商。
Faraday Future to List on NASDAQ Through Merger With Property Solutions Acquisition Corp. With Estimated $1 Billion in Proceeds
· Merger to provide an estimated $1.0 billion of gross proceeds to Faraday Future (“FF”), including $230 million in cash held by PSAC in trust assuming no redemptions and an upsized $775 million fully committed common stock PIPE at $10.00 per share.
· Transaction is expected to fully fund the production of class defining ultimate-performance luxury electric FF 91 within 12 months of transaction close. This transaction also supports the future development of the company’s unique I.A.I system (Internet, Autonomous Driving, Intelligence).
· FF has adopted a global hybrid manufacturing strategy consisting of its manufacturing facility in Hanford, California and a contract manufacturing partner in South Korea. FF 91 brings to market class-leading luxury and ultimate performance supported by nearly 900 filed or issued patents globally for its Variable Platform Architecture, Propulsion system, and Advanced Internet, Autonomous Driving and Intelligence (I.A.I.) technology.
· Estimated post transaction equity value of approximately $3.4 billion; combined company to be named Faraday Future Inc. and will trade under the new ticker symbol “FFIE” with transaction close expected in Q2 2021.
· PIPE anchor investors include leading institutional shareholders from the U.S. and Europe, a Top 3 Chinese OEM, and a Tier-1 city in China.
· Noted SPAC Sponsor, Riverside Management Group (RMG), is serving as financial partner and advisor to PSAC.
· All existing Faraday Future shareholders, including management, are rolling all of their equity.
Los Angeles, CA (January 28, 2021) – Faraday Future (“FF”, “the company” or “Faraday Future”), a California-based global shared intelligent mobility ecosystem company and Property Solutions Acquisition Corp. (“PSAC”) (NASDAQ: PSAC), a special purpose acquisition company (“SPAC”), today announced they have entered into a definitive agreement for a business combination. Following the closing, the combined company will be listed on the Nasdaq Stock Market under the ticker symbol “FFIE”.
The common stock PIPE includes over 30 leading long-term institutional shareholders from the U.S., Europe, and China. Anchor investors in the PIPE include a Top 3 Chinese OEM and long-only institutional shareholders. Including the $230 million in cash held by PSAC in trust, assuming no redemptions, and an upsized, $775 million fully-committed common stock PIPE at $10.00 per share, the transaction will provide $1.0 billion of gross proceeds to the combined company, providing sufficient funds to support the FF 91 scaled production and delivery.
PIPE investors include partners that will help support FF 91's production and the development and delivery of future vehicle models. FF’s strategic partners include one of China's top three OEMs and a keyChinese city, which the company believes will help establish FF’s presence in the Chinese vehicle market, further solidifying FF's unique US-China dual home market advantage.
Since its inception, FF has been committed to promoting the transformation of the automotive industry through product and innovations in technology, business models, user ecosystems and governance. With I.A.I as the core driving force, FF has created a smart driving platform and a third Internet living space. The FF 91 will be offered with unique technologies including software, Internet, and artificial intelligence, which sets FF apart from its competitors.
This transaction validates FF's vision to create a mobility ecosystem built upon innovations in technology and products. FF’s flagship product offering will be the FF 91, featuring industry leading 1,050 HP, 0-60 mph in less than 2.4 seconds, zero gravity seats with the largest 60-degree reclining angles and a revolutionary user experience designed to create a mobile, connected, and luxurious third Internet living space. FF 91 is targeted to launch within twelve months after closing of the merger.
Commenting on today’s significant milestones, Faraday Future’s Global Chief Executive Officer, Dr. Carsten Breitfeld said, “We are excited to enter into this partnership with PSAC. This is an important milestone in our company’s transformation, one that we achieved with strong commitment from our employees, suppliers, and partners in the U.S. and China, as well as the city of Hanford, California. I am excited that this business combination will allow us to launch the class defining FF 91, building upon the founder’s original vision to help our users and shareholders take part in shaping the future of mobility.“
"Faraday Future is a unique and differentiated electric vehicle company with significant growth prospects for the future,” said Property Solutions Co-CEO and Chairman Jordan Vogel. “We believe the excellent management team, led by Dr. Breitfeld, and industry-leading technology will allow Faraday Future to reach its true growth potential."
FF has invested over $2 billion dollars since its inception. In addition to the development of its first model FF 91, the product definition of the second model FF 81 has been completed, and the R&D work is progressing.
FF has built a strong portfolio for disruptive valuable technologies protected by nearly 900 filed or issued patents globally for its Variable Platform Architecture (“VPA”), Propulsion system, and Advanced I.A.I technology. According to a report by Randolph Square IP (“RSIP”), a patent data analysis firm, FF's patent portfolio far exceeds that of incumbent OEMs. The VPA is a modular skateboard-like platform which can be sized to accommodate various motor and powertrain configurations. This flexible modular design supports range of consumer and commercial vehicles and facilitates rapid development of multiple vehicle programs to reduce cost and time to market. FF’s propulsion system includes industry-leading inverter design, battery pack gravimetric energy density and propulsion system gravimetric power density. I.A.I. technology offers high-performance computing, high-speed Internet connectivity, Over-The-Air updates, an open ecosystem for third party application integration, in addition to several other proprietary innovations that enable the company to build advanced highly personalized experiences for users.
“Becoming a public company is an important milestone for Faraday Future and provides further access to capital via the public markets over time,” added Aaron Feldman, Co-Chief Executive Officer of Property Solutions. “We are extremely excited to share this compelling story and have great confidence that Faraday Future can deliver significant value for shareholders in the years ahead."
“RMG is pleased to have advised PSAC in this transaction and to be partnering with PSAC and FF in connection with the business combination,” said Bob Mancini, an RMG representative.
FF’s B2C passenger vehicle launch pipeline over the next five years includes FF 91 series, FF 81 series, and FF 71 series. FF 91 will define the FF brand DNA. This DNA will carry over to subsequent premium mass market vehicles in the portfolio – the FF 81, and FF 71. With such brand DNA, FF products are expected to be ahead of the competition in their respective segments in terms of their design, driving experience, interior comfort, connectivity, and user experience. FF 81 is expected to launch in 2023, and FF 71 in 2024. In addition to passenger vehicles, FF plans to launch a Smart Last Mile Delivery (“SLMD”) vehicle in 2023 leveraging its proprietary VPA. To implement a capital light business model, FF has adopted a global hybrid manufacturing strategy consisting of its refurbished manufacturing facility in Hanford, California and collaboration with a leading contract manufacturing partner in South Korea. The company is exploring the possibility of additional manufacturing capacity in China through a joint venture.
As the world's only tech-luxury intelligent Internet electric vehicle brand, FF expects to sell more than 400,000 units cumulatively over the next five years, and its first flagship model, the FF 91, has received over 14,000 reservations.
Users can reserve an FF 91 now at: https://www.ff.com/us/reserve
TRANSACTION OVERVIEW
The transaction reflects an implied equity value of the combined company of approximately $3.4 billion, based on current assumptions, with a $10.00 per share PIPE subscription price. The transaction is supported by major suppliers, many of which will become shareholders. Upon closing, the combined company will receive up to $1.0 billion in cash assuming no redemptions by PSAC shareholders. The boards of directors for both FF and PSAC have unanimously approved the proposed business combination, which is expected to be completed in the second quarter of 2021, subject to, among other things, the approval by PSAC’s shareholders, satisfaction of the conditions stated in the definitive merger agreement and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), the receipt of U.S. antitrust approval, and approval by The Nasdaq Stock Market to list the securities of the combined company.
At the close of the transaction, both Jordan Vogel of Property Solutions Acquisition Corp. and Philip Kassin of RMG will serve on the Faraday Future Board.
Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by PSAC with the SEC and available at www.sec.gov. More information about the proposed transaction will also be described in PSAC’s registration statement relating to the business combination, which it will file with the SEC.
ADVISORS
Credit Suisse and Stifel are serving as financial and capital markets advisors and Miller Buckfire is serving as financial advisor to FF. RMG and Deutsche Bank are serving as financial advisors to PSAC. Credit Suisse served as lead placement agent and Stifel also served as a placement agent for the PIPE. Sidley Austin LLP and O'Melveny & Myers are serving as legal advisors to FF. Latham & Watkins is serving as legal advisor to PSAC. EarlyBird Capital acted as sole underwriter on PSAC’s IPO.
INVESTOR PRESENTATION
Faraday Future and PSAC will host an investor call to discuss the proposed transaction today, January 28, 2021 at 8:00 A.M. ET. The conference call will be accompanied by a detailed investor presentation.
A live webcast of the call will be available here, and can also be accessed on https://www.ff.com/us/investors as well as Property Solutions Acquisition Corp.’s website at www.psacspac.com. For those who wish to participate by telephone, please dial 1-877-407-0792 (U.S.) or 1-201-689-8263 (International) and reference the Conference ID 13715770. A telephone replay will be available until midnight February 11, 2021 via webcast at https://www.ff.com/us/investors and via telephone at (844) 512-2921 (U.S.) and (412) 317-6671 (international callers/U.S. toll), conference ID number 13715770.
In addition, Property Solutions Acquisition Corp. will file an investor presentation with the SEC as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SEC’s website at www.sec.gov.
ABOUT FARADAY FUTURE
Established in May 2014, Faraday Future (FF) is a global shared intelligent mobility ecosystem company, headquartered in Los Angeles, California. FF's vision is to create a shared intelligent mobility ecosystem that empowers everyone to move, connect, breathe, and live freely. FF aims to perpetually improve the way people move by creating a forward-thinking mobility ecosystem that integrates clean energy, AI, the Internet and new usership models. With the FF 91, FF has envisioned a vehicle that redefines transportation, mobility, and connectivity, creating a true “third Internet living space,” complementing users’ home and smartphone Internet experience.
FOLLOW FARADAY FUTURE:
https://www.ff.com/
https://twitter.com/FaradayFuture
https://www.facebook.com/faradayfuture/
https://www.instagram.com/faradayfuture/ www.linkedin.com/company/faradayfuture
ABOUT PROPERTY SOLUTIONS ACQUISITION CORP.
Property Solutions Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more differentiated businesses. The company is managed by Co-CEO’s Jordan Vogel and Aaron Feldman.
Property Solutions I is a $230 million SPAC formed in July 2020 and is traded on the NASDAQ under the ticker symbol “PSAC”.
IMPORTANT INFORMATION AND WHERE TO FIND IT
This press release relates to a proposed transaction between PSAC and FF. PSAC intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a proxy statement and prospectus of PSAC and a consent solicitation statement with respect to FF. The proxy statement/consent solicitation statement/prospectus will be mailed to stockholders of PSAC as of a record date to be established for voting on the proposed business combination. PSAC also will file other relevant documents from time to time regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS OF PSAC ARE URGED TO READ THE PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY PSAC FROM TIME TO TIME WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement/consent solicitation statement/prospectus and other documents containing important information about PSAC and FF once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by PSAC when and if available, can also be obtained free of charge by directing a written request to Property Solutions Acquisition Corp., 654 Madison Avenue, Suite 1009, New York, New York 10065.
PARTICIPANTS IN THE SOLICITATION
PSAC and FF and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of PSAC’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of PSAC’s directors and officers in PSAC’s filings with the SEC, including PSAC’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, which was filed with the SEC on November 13, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to PSAC’s stockholders in connection with the proposed business combination will be set forth in the proxy statement/consent solicitation statement/prospectus for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the proxy statement/consent solicitation statement/prospectus that PSAC intends to file with the SEC.
NO OFFER OR SOLICITATION图片
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
FORWARD LOOKING STATEMENTS
This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward- looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside PSAC’s or FF’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by PSAC stockholders; the ability to meet the Nasdaq’s listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; FF’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; FF’s estimates of the size of the markets for its vehicles; the rate and degree of market acceptance of FF’s vehicles; the success of other competing manufacturers; the performance and security of FF’s vehicles; potential litigation involving PSAC or FF; the result of future financing efforts and general economic and market conditions impacting demand for FF’s products. Other factors include the possibility that the proposed transaction does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form S-4 and proxy statement/consent solicitation statement/prospectus discussed above and other documents filed by PSAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward- looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and neither PSAC nor FF undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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时间：2021-01-28
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