Adds public company leadership, finance, and
real estate experience
Mobile Infrastructure Corporation (the “Company” or “MIC”), a
publicly registered, non-listed company which invests primarily in
parking lots and garages in the United States, announced today the
appointment of David Garfinkle to the Company’s Board of Directors
(“the Board”), effective January 31, 2023. Garfinkle is filling a
vacancy following the retirement of Shawn Nelson in January.
Mr. Garfinkle currently serves as the Executive Vice President
and Chief Financial Officer of CoreCivic, Inc., a public company
and the nation’s largest owner of partnership correctional,
detention and residential reentry facilities in the United States.
Mr. Garfinkle served as CoreCivic’s Vice President of Finance and
Controller from February 2001 to May 2014. From 1996 to 2001, Mr.
Garfinkle served as Vice President and Controller for Bradley Real
Estate, Inc., a publicly traded REIT. Prior to joining Bradley Real
Estate, Inc., Mr. Garfinkle was a Senior Manager at KPMG Peat
Marwick, LLP. Mr. Garfinkle is a Certified Public Accountant and
holds a bachelor’s degree in business administration from St.
Bonaventure University.
“I want to extend a warm welcome to David as he joins our Board
of Directors,” said Manuel Chavez, CEO of the Company. “His deep
expertise in real estate, finance and capital markets will be
invaluable at such an important time for the Company as we continue
to pursue a potential liquidity event. We look forward to his
contributions as we expand our platform and execute on our strategy
to drive profitable growth.”
Mr. Garfinkle also serves as a board member and as a member of
the executive committee of Junior Achievement of Middle Tennessee,
having previously served as the chair of that organization’s
finance committee.
About Mobile Infrastructure Corporation
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 December 31, 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.
For more information, please visit www.mobileit.com.
Additional Information
This document relates to the proposed transactions (the
“Proposed Transactions”) contemplated by that agreement and plan of
merger (the “Merger Agreement”), dated December 13, 2022, by and
among Fifth Wall Acquisition Corp. III (“FWAC”), Mobile
Infrastructure Corporation, a Maryland corporation (“MIC”), and
Queen Merger Corp. I, a Maryland corporation and a wholly-owned
subsidiary of FWAC. On January 13, 2023, FWAC filed a registration
statement on Form S-4 (the “Form S-4”) with the Securities and
Exchange Commission (the “SEC”), which, when finally amended, will
include a joint proxy statement of FWAC and MIC and that will
constitute a prospectus of FWAC (including any amendments and
supplements thereto, the “Joint Proxy Statement/Prospectus”). Both
MIC and FWAC intend to file other documents with the SEC regarding
the proposed transaction. A definitive Joint Proxy
Statement/Prospectus will also be sent to the shareholders of FWAC
and the stockholders of MIC, in each case seeking any required
approvals, when available. Investors and security holders of
FWAC and MIC are urged to carefully read the entire Joint Proxy
Statement/Prospectus, when it becomes available, and any other
relevant documents filed with the SEC because they will contain
important information about the Proposed Transactions. The
documents filed by FWAC and MIC with the SEC may be obtained free
of charge at the SEC’s website at www.sec.gov. Alternatively, the
documents filed by FWAC can be obtained free of charge from FWAC
upon written request to Fifth Wall Acquisition Corp. III, 6060
Center Drive, 10th Floor, Los Angeles, California 90045, and the
documents filed by MIC can be obtained free of charge from MIC upon
written request to MIC, 30 W 4th Street, Cincinnati, Ohio
45202.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in
respect of the Proposed Transactions. This document also does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, nor will
there be any sale of any securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
other jurisdiction. No offering of securities will be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or an exemption
therefrom.
Participants in the Solicitation
FWAC, MIC and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies, in favor of the approval of the Proposed
Transactions (as defined above) and related matters. Information
regarding FWAC’s and MIC’s directors and executive officers is
contained in the Form S-4. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
Joint Proxy Statement/Prospectus, when it becomes available, and
other relevant documents filed with the SEC. Free copies of these
documents may be obtained as described in the paragraph titled
“Additional Information.”
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, MIC’s expected composition of the
management team and board of directors following the transaction.
Any forward-looking statements herein are based solely on the
expectations or predictions of MIC or FWAC and do not express the
expectations, predictions or opinions of Fifth Wall Asset
Management, LLC, and Fifth Wall Ventures Management, LLC, their
affiliates and any investment funds, investment vehicles or
accounts managed or advised by any of the foregoing (collectively,
“Fifth Wall”) in any way. Forward-looking statements are inherently
subject to risks, uncertainties, and assumptions and any
forward-looking statements contained in this document are provided
for illustrative purposes and are not forecasts and may not reflect
actual results. Such forward-looking statements are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Generally, statements that are not historical
facts, including statements concerning possible or assumed future
actions, business strategies, events, or results of operations, are
forward-looking statements. These statements may be preceded by,
followed by, or include the words “believes,” “estimates,”
“expects,” “projects,” “predicts,” “forecasts,” “may,” “will,”
“could,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,”
“potential,” “intends” or “continue” or similar expressions. Such
forward-looking statements involve risks and uncertainties that may
cause actual events, results, or performance to differ materially
from those indicated by such statements. Certain of these risks are
identified and discussed in the section of the Form S-4 titled
“Risk Factors”. These risk factors will be important to consider in
determining future results and should be reviewed in their
entirety. These forward-looking statements are based on MIC’s or
FWAC’s management’s current expectations and beliefs, as well as a
number of assumptions concerning future events. However, there can
be no assurance that the events, results, or trends identified in
these forward-looking statements will occur or be achieved.
Forward-looking statements speak only as of the date they are made,
and neither MIC nor FWAC is under any obligation and expressly
disclaim any obligation, to update, alter or otherwise revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise, except as required by law. Readers
should carefully review the statements set forth in the reports,
which MIC and FWAC have filed or will file from time to time with
the SEC.
In addition to factors previously disclosed in MIC’s and FWAC’s
reports filed with the SEC, including MIC’s and FWAC’s most recent
reports on Form 8-K and all attachments thereto, which are
available, free of charge, at the SEC’s website at www.sec.gov, and
those identified elsewhere in this document, the following factors,
among others, could cause actual results to differ materially from
forward-looking statements or historical performance: risks and
uncertainties related to the inability of the parties to
successfully or timely consummate the Proposed Transactions,
including the risk that any required regulatory approvals or
securityholder approvals of MIC or FWAC are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the Proposed Transactions are not obtained, failure to realize the
anticipated benefits of the Proposed Transactions, risks related to
MIC’s ability to execute on its business strategy, attain its
investment strategy or increase the value of its portfolio, act on
its pipeline of acquisitions, attract and retain users, develop new
offerings, enhance existing offerings, compete effectively, and
manage growth and costs, the duration and global impact of
COVID-19, the possibility that MIC or FWAC may be adversely
affected by other economic, business and/or competitive factors,
the number of redemption requests made by FWAC’s public
shareholders, the ability of MIC and the combined company to
leverage Fifth Wall’s affiliates and other commercial relationships
to grow MIC’s customer base (which is not the subject of any
legally binding obligation on the part of Fifth Wall or any of its
partners or representatives), the ability of MIC and the combined
company to leverage its relationship with any other Company
investor (including investors in the proposed PIPE transaction) to
grow MIC’s customer base, the ability of the combined company to
meet NYSE’s listing standards (or the standards of any other
securities exchange on which securities of the public entity are
listed) following the Proposed Transactions, the inability to
complete the private placement of FWAC common stock to certain
institutional accredited investors, the risk that the announcement
and consummation of the transaction disrupts MIC’s current plans
and operations, costs related to the transaction, changes in
applicable laws or regulations, the outcome of any legal
proceedings that may be instituted against MIC, FWAC, or any of
their respective directors or officers, following the announcement
of the transaction, the ability of FWAC or the combined company to
issue equity or equity-linked securities in connection with the
Proposed Transactions or in the future, the failure to realize
anticipated pro forma results and underlying assumptions, including
with respect to estimated shareholder redemptions and purchase
price and other adjustments; and those factors discussed in
documents of MIC and FWAC filed, or to be filed, with the SEC.
Additional factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements are also provided in the Form S-4 and will be provided
in the Joint Proxy Statement/Prospectus, when available.
This document is not intended to be all-inclusive or to contain
all the information that a person may desire in considering an
investment in MIC and is not intended to form the basis of an
investment decision in MIC. All subsequent written and oral
forward-looking statements concerning MIC and FWAC, the Proposed
Transactions, or other matters and attributable to MIC and FWAC or
any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above.
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