- Transaction to provide more than $1
billion of gross proceeds to the company, including
$500 million fully committed common
stock PIPE at $10.00 per share
anchored by existing and new investors – including Moore Strategic
Ventures, AllianceBernstein, funds and accounts managed by
BlackRock and Federated Hermes Kaufmann
- Proceeds to fully fund the development of the all-electric
Fisker Ocean through start of production in 2022
- Pro forma equity value of the merger is approximately
$2.9 billion, at the $10.00 per share PIPE price and assuming minimal
Spartan shareholder redemptions
- Combined company Board of Directors will be comprised of
existing Fisker Board members and an Apollo designee
- Transaction advances on Fisker's mission of creating the
world's most emotional and sustainable vehicles – and upholds its
vision of a clean future for all
LOS ANGELES and NEW YORK, July 13,
2020 /PRNewswire/ -- Fisker Inc. ("Fisker") and Spartan
Energy Acquisition Corp. ("Spartan") (NYSE:SPAQ), a special purpose
acquisition company sponsored by an affiliate of Apollo Global
Management, Inc. (NYSE:APO) (together with its consolidated
subsidiaries, "Apollo"), today announced they have entered into a
definitive agreement for a business combination that would result
in Fisker becoming a publicly listed company.
Based in Los Angeles,
California, Fisker is revolutionizing the automotive
industry by developing the most emotionally desirable and
eco-friendly electric vehicles on Earth, supported by advanced
mobility solutions. The proposed transaction is anticipated to
provide Fisker the necessary funding to bring its first product,
the Fisker Ocean, to production in late 2022.
The Fisker Ocean is a fully electric SUV with premium styling
and features and has been designed to be the world's most
sustainable vehicle, including extensive use of environmentally
friendly and recycled materials. The Fisker Ocean will be available
to consumers through an innovative leasing package, optimized for
driver convenience and accessibility. The vehicle has won numerous
awards since its debut at the Consumer Electronics Show earlier in
2020, highlighting strong market reception for this type of vehicle
and for the Fisker ethos of appealing design and
sustainability.
Commenting on today's significant milestones, Fisker Inc.
company Founder, Chairman and Chief Executive Officer, Henrik Fisker said: "Today, the realization of
the world's first digital car company took another major step
forward, advancing our mission to commercialize the world's most
emotional and sustainable vehicles, while upholding our vision of a
clean future for all. We are excited to partner with Apollo, a
world-class financial institution who brings deep industry
expertise, extensive global relationships and a shared commitment
to ESG. This vote of confidence from investors, coupled with our
exciting progress on the development of our first vehicle, lays out
Fisker's path to 2022 and beyond. Drivers of the Fisker Ocean SUV
will also benefit from our unique flexible lease program that
maximizes affordability, while delivering unrivaled ownership
flexibility. Deployed through our proprietary app, our leasing
model has been designed to appeal to customers looking for the
ultimate in sustainable mobility and freedom from traditional and
restrictive leasing programs."
"Spartan and Apollo have a strong commitment to sustainability
and ESG, and we are excited to work with Fisker to help achieve its
vision of attainable electric transportation," said Geoffrey Strong, chairman and chief executive
officer of Spartan and senior partner, co-head of infrastructure
and natural resources at Apollo. "Henrik has an unparalleled and
world-renowned design track record and is supported by an expert
management team with storied careers in the automotive industry.
The right team, combined with deep financial resources provided by
this transaction, further position the company to succeed in a
rapidly growing industry."
"Our funding, product plans and brand development actions are on
course," continued Fisker. "Prototype vehicles are expected to
start durability testing by the end of this year, and we continue
to make significant progress on the development of our sales and
service proposition."
Transaction Overview
The business combination values
Fisker at a $2.9 billion pro forma
equity value, at the $10.00 per share
PIPE price and assuming minimal redemptions by Spartan
shareholders. The boards of directors of both Spartan and Fisker
have unanimously approved the proposed transaction, which is
expected to be completed in the fourth quarter of 2020, subject to,
among other things, the approval by Spartan's shareholders,
satisfaction of the conditions stated in the definitive agreement
and other customary closing conditions.
Advisors
Cowen is serving as financial advisor, and
Orrick Herrington & Sutcliffe
LLP is serving as legal advisor to Fisker. Cowen, Credit Suisse and
Goldman Sachs are serving as co-placement agents on the PIPE
offering. Citi and Goldman Sachs are serving as financial advisors
and Vinson & Elkins LLP is serving as legal advisor to Spartan
Energy Acquisition Corp.
About Fisker Inc.
California-based Fisker Inc. is
revolutionizing the automotive industry by developing the most
emotionally desirable and eco-friendly electric vehicles on Earth.
Passionately driven by a vision of a clean future for all, the
company is on a mission to become the No. 1 e-mobility service
provider with the world's most sustainable vehicles. For more
information and to reserve the all-electric Fisker Ocean visit
www.fiskerinc.com
About Spartan Energy Acquisition Corp.
Spartan is a
special purpose acquisition entity focused on the energy
value-chain in North America and
was formed for the purpose of entering into a merger, amalgamation,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. The Company is sponsored by Spartan Energy Acquisition
Sponsor LLC, which is owned by a private investment fund managed by
an affiliate of Apollo Global Management, Inc. (NYSE: APO).
About Apollo Global Management
Apollo is a leading
global alternative investment manager with offices in New York, Los
Angeles, San Diego,
Houston, Bethesda, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong
Kong, Shanghai, and
Tokyo. Apollo had assets under
management (AUM) of approximately $316
billion as of March 31, 2020
in Private Equity, Credit and Real Assets invested across a core
group of nine industries where Apollo has considerable knowledge
and resources. For more information about Apollo, please visit
www.apollo.com.
Forward Looking Statements
The information in this
press release includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements, other than statements of
present or historical fact included in this presentation, regarding
Spartan's proposed acquisition of Fisker, Spartan's ability to
consummate the transaction, the benefits of the transaction and the
combined company's future financial performance, as well as the
combined company's strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking
statements. When used in this press release, the words "could,"
"should," "will," "may," "believe," "anticipate," "intend,"
"estimate," "expect," "project," the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based
on management's current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events. Except as otherwise required
by applicable law, Spartan and Fisker disclaim any duty to update
any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or
circumstances after the date of this press release. Spartan and
Fisker caution you that these forward-looking statements are
subject to numerous risks and uncertainties, most of which are
difficult to predict and many of which are beyond the control of
either Spartan or Fisker. In addition, Spartan cautions you that
the forward-looking statements contained in this press release are
subject to the following factors: (i) the occurrence of any event,
change or other circumstances that could delay the business
combination or give rise to the termination of the agreements
related thereto; (ii) the outcome of any legal proceedings that may
be instituted against Spartan or Fisker following announcement of
the transactions; (iii) the inability to complete the business
combination due to the failure to obtain approval of the
shareholders of Spartan, or other conditions to closing in the
transaction agreement; (iv) the risk that the proposed business
combination disrupts Spartan's or Fisker's current plans and
operations as a result of the announcement of the transactions; (v)
Fisker's ability to realize the anticipated benefits of the
business combination, which may be affected by, among other things,
competition and the ability of Fisker to grow and manage growth
profitably following the business combination; (vi) costs related
to the business combination; (vii) changes in applicable laws or
regulations; and (viii) the possibility that Fisker may be
adversely affected by other economic, business, and/or competitive
factors. Should one or more of the risks or uncertainties described
in this press release, or should underlying assumptions prove
incorrect, actual results and plans could different materially from
those expressed in any forward-looking statements. Additional
information concerning these and other factors that may impact the
operations and projections discussed herein can be found in
Spartan's periodic filings with the Securities and Exchange
Commission (the "SEC"), including its Annual Report on Form 10-K
for the fiscal year ended December 31,
2019. Spartan's SEC filings are available publicly on the
SEC's website at www.sec.gov.
Important Information for Investors and
Shareholders
In connection with the proposed business
combination, Spartan Energy Acquisition Corp. will file a proxy
statement with the SEC. Additionally, Spartan Energy Acquisition
Corp. will file other relevant materials with the SEC in connection
with the business combination. Copies may be obtained free of
charge at the SEC's web site at www.sec.gov. Security holders
of Spartan Energy Acquisition Corp. are urged to read the proxy
statement and the other relevant materials when they become
available before making any voting decision with respect to the
proposed business combination because they will contain important
information about the business combination and the parties to the
business combination. The information contained on, or that may be
accessed through, the websites referenced in this press release is
not incorporated by reference into, and is not a part of, this
press release.
Participants in the Solicitation
Spartan Energy
Acquisition Corp. and its directors and officers may be deemed
participants in the solicitation of proxies of Spartan's
shareholders in connection with the proposed business combination.
Security holders may obtain more detailed information regarding the
names, affiliations and interests of certain of Spartan's executive
officers and directors in the solicitation by reading Spartan's
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and the proxy statement and
other relevant materials filed with the SEC in connection with the
business combination when they become available. Information
concerning the interests of Spartan's participants in the
solicitation, which may, in some cases, be different than those of
their stockholders generally, will be set forth in the proxy
statement relating to the business combination when it becomes
available.
Contacts:
For Fisker Inc.
Advisor / VP Communications
Simon Sproule
949.878.0844
ssproule@fiskerinc.com
Corporate Communications (DRIVEN360)
310.374.6177
Fisker@GoDRIVEN360.com
Investor Relations
Eduardo Royes / Marc Silverberg
fiskerIR@icrinc.com
Financial Media Relations
Matthew Lindberg
203.682.8214
fiskerPR@icrinc.com
For Apollo Global Management, Inc./Spartan Energy
Acquisition Corp.
Head of Investor Relations
Gary M. Stein
212.822.0467
gstein@apollo.com
Investor Relations Manager
Ann Dai
212.822.0678
adai@apollo.com
Global Head of Corporate Communications
Joanna Rose
212.822.0491
jrose@apollo.com
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