- Includes Oversubscribed $155
Million PIPE Anchored by Leading Real Estate Companies,
SmartRent Customers, and Institutional Investors, Including
Starwood Capital Group, Lennar, Invitation Homes, Koch Real Estate
Investments, Baron Capital Group, D1 Capital Partners L.P., Long
Pond Capital, LP, and Conversant Capital LLC
- SmartRent Expects to be EBITDA Positive by 2022; 80% of the
Company's Revenue Projections for 2021-2022 are from Already
Committed Units; Growing Base of Recurring Revenue with Zero Churn
since Inception
- Fifth Wall, the World's Largest Proptech Investor Managing
$2.5 Billion, Will Open Access to
Unmatched Distribution Lanes through its 70 Strategic Real Estate
LPs from 15 Countries
- SmartRent Provides Environmentally Sustainable Solutions by
Reducing Energy Consumption and Preventing Catastrophic Water
Damage for the Real Estate Industry
SCOTTSDALE, Ariz., April 22, 2021 /PRNewswire/
-- SmartRent.com, Inc. ("SmartRent") has entered into a
definitive business combination agreement with Fifth Wall
Acquisition Corp. I (NASDAQ: FWAA) ("FWAA"), a special purpose
acquisition company (SPAC) sponsored by an affiliate of Fifth Wall,
the largest venture capital firm focused on the global real estate
industry and proptech. Upon the closing of the transaction, the
combined company will be publicly traded.
SmartRent: Bringing Accessibility and Efficiency to the Real
Estate Industry
SmartRent is the category-leading smart home operating system
for residential property owners and managers, homebuilders, home
buyers, and residents. Founded in 2017, SmartRent is a proptech
company that provides the real estate industry with deeply
integrated, brand-agnostic hardware and software solutions.
SmartRent's IoT operating system enables property owners,
operators, and developers to decrease the complexities of property
management, lower operating costs, and increase revenue. Before
SmartRent, the real estate industry lacked an integrated software
management platform that could deliver a smart home experience for
real estate operators. Using their breadth and depth of experience
as real estate operators, SmartRent's founding team members
pioneered an open-architecture, hardware-agnostic operating system
for residential owners while also launching a fully employed
national field services team to execute installations for both new
construction and retrofitted properties, making SmartRent's product
highly attractive to real estate owners across all property types,
segments, and regions.
As a clear industry leader, SmartRent has more residential units
installed and states served than all of its competitors combined.
In addition, SmartRent intends to leverage Fifth Wall's investor
base of international real estate owners as the company expands
into Western Europe, Japan, Southeast
Asia, and more.
Sustainability-Minded Owners Value SmartRent
Residential real estate is the nation's single-largest consumer
of electricity and accounts for 21% of total U.S. energy
consumption. If all rental buildings adopted SmartRent systems,
U.S. energy consumption would decrease by up to 4%. Owners and
residents alike value SmartRent's sustainable model, which saves
electricity by rationalizing energy consumption based on property
usage, and can also reduce maintenance costs by monitoring for
issues such as water leaks. As a result, owners deploying SmartRent
technologies can both reduce carbon emissions and prevent
catastrophic water leaks and damage to residential assets.
Expected Path to Profitability and Attractive Growth
Potential
SmartRent expects to achieve positive EBITDA by 2022. Eighty
percent of the company's unit projections for 2021-2022 come from
already committed units.1 It has a growing base of
recurring revenue and has seen 0% customer churn since inception.
As the largest proptech investor in the world, Fifth Wall intends
to support SmartRent's growth strategy of deepening its
relationship and applications with existing customers; pursuing an
ambitious global growth strategy with new customers and geographic
markets; and evaluating an ongoing M&A strategy.
Having emerged as the category leader in the U.S., SmartRent is
the only company among its peers poised to penetrate the
multibillion-dollar smart home management market on a global scale
across all asset classes in both retrofit and new development. From
existing customers alone, SmartRent has an opportunity to generate
up to $1.5 billion in annual revenue.
The company's targeted market opportunity is larger than that of
its competitors, since it is looking at a broader universe of
markets that currently lack comparable solutions.
Management Comments
Lucas Haldeman, Founder and
CEO of SmartRent, said:
"We started this business as frustrated real estate operators
looking for a comprehensive smart home solution. We understood the
deficiencies of the enterprise smart home industry and knew that if
we could build a fully integrated platform that met the needs of
operators and their communities, we would have an impact not just
on their business, but on society at large. Today we offer the most
robust and deeply integrated platform on the market, validated by
its rapid adoption and 100 percent customer retention."
"SmartRent's comprehensive platform has a clear technological
edge on competitors and significant growth potential; and Fifth
Wall, through its extensive investor and partner network, is
uniquely positioned to help us expand our capabilities
globally.
"Fifth Wall is a trusted investor and visionary. With its track
record of supporting and investing in leading proptech companies,
the Fifth Wall team understands technology, markets, and real
estate—including what the real estate industry will adopt
next."
Brendan Wallace, CEO of
Fifth Wall Acquisition Corp. I, said:
"Alongside Fifth Wall's strategic LPs in multifamily and
homebuilding, as part of its initial investment in SmartRent, Fifth
Wall evaluated every company in the smart home ecosystem. It was
clear to Fifth Wall that SmartRent has emerged as the category
leader in smart home tech, with customers that include 15 of the 20
largest residential owners in the U.S., with a larger install base
than all of its competitors combined.
"Through a consistent stream of early investments in
category-leading real estate technology companies, Fifth Wall has
identified a pattern of technology adoption in the real estate
industry that is playing out to SmartRent's benefit. As an early
winner in the eyes of some of the largest national real estate
owners, SmartRent has rapidly become the industry standard
solution.
"FWAA is also thrilled that some of the largest residential
owners, many of whom are investors in Fifth Wall's funds, have
voted so decisively in favor of SmartRent. Starwood Capital Group,
Lennar, Invitation Homes, and Koch Real Estate Investments
participating as financial investors in this transaction only
increases our excitement and confidence in SmartRent."
PIPE Investor Comments
Barry Sternlicht, Chairman
and CEO of Starwood Capital Group, the third largest owner of
multifamily units in the U.S., said:
"I've known Lucas since he served as our CTO at Colony Starwood
Homes and have been impressed by his leadership, vision and
execution. The opportunity to partner with Fifth Wall on this
transaction made it all the more compelling. Starwood is excited to
anchor the PIPE and look forward to continuing to roll out
SmartRent in Starwood Capital Group's expansive multi-family
portfolio."
Eric Feder, President of
LENX, the technology, innovation and investment arm of
Lennar, one of the nation's leading homebuilders,
said:
"As one of the nation's leading homebuilders, with a growing
presence in single family and multifamily rental communities,
Lennar is deploying SmartRent's solutions to provide model home
tours to prospective homebuyers and renters using Self-Guided
Touring technology. As a current investor in Fifth Wall and direct
investor in SmartRent, we are delighted to signal our confidence in
SmartRent by being a major investor in this transaction's
PIPE."
Dallas Tanner, President
and CEO of Invitation Homes, the largest owner of single-family
homes in the U.S., said:
"Invitation Homes has begun to roll out SmartRent technology
across our portfolio of more than 80,000 homes. We carefully chose
SmartRent because we are impressed with their team and believe them
to have the best technology in the space. We look forward to
continuing to build out the product across our portfolio, and we
are equally excited to continue our partnership with Fifth Wall by
re-investing in the SmartRent team and technology."
Transaction Overview
The equity value of the combined company is $2.2 billion at the $10.00 per share PIPE subscription price and
assuming no public shareholders of FWAA exercise their redemption
rights.
The combined company is expected to have up to approximately
$513 million in cash at closing,
including $345 million of cash held
in FWAA from its initial public offering on February 5, 2021 (assuming no redemption requests
by FWAA shareholders in connection with the transaction). The
transaction is further supported by a $155
million PIPE at $10 per share
from leading real estate companies, SmartRent customers, and
institutional financial investors, including Starwood Capital
Group, Lennar, Invitation Homes, Koch Real Estate Investments,
Baron Capital Group, D1 Capital Partners L.P., Long Pond Capital,
LP, and Conversant Capital LLC. After the merger, SmartRent's
existing shareholders are expected to own approximately 73% of the
pro forma company at close.
SmartRent and FWAA are aligning long-term interests. The founder
shares of FWAA's sponsor are locked up for periods of up to three
years. Additionally, we expect that by closing, all of the shares
held by SmartRent's existing shareholders will be subject to a
six-month lockup post-closing. No SPAC warrants have been issued,
and as a result, shareholders will benefit from less dilution and a
simpler capital structure.
The transaction has been unanimously approved by the Boards of
Directors of both SmartRent and FWAA. It is expected to close in
the third quarter 2021, subject to the satisfaction of customary
closing conditions, including the approval of shareholders of both
parties.
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 FWAA with
the Securities and Exchange Commission ("SEC") and available at
www.sec.gov.
Advisors
J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are
acting as co-financial advisors to SmartRent and DLA Piper LLP (US)
is acting as its legal counsel. Morgan Stanley & Co. LLC and
J.P. Morgan Securities LLC acted as Lead Placement Agents on the
PIPE for Fifth Wall Acquisition Corp. I. Deutsche Bank Securities
and Goldman Sachs & Co. LLC are acting as Capital Markets
Advisors to Fifth Wall Acquisition Corp. I. Gibson, Dunn
& Crutcher LLP is serving as legal counsel to Fifth Wall
Acquisition Corp. I, and Moelis & Company LLC is acting as
financial advisor to the board of directors of Fifth Wall
Acquisition Corp. I. Simpson, Thacher & Bartlett LLP is serving
as counsel to the placement agents.
Conference Call, Webcast and Presentation Information
SmartRent and Fifth Wall Acquisition Corp. I will host a joint
investor conference call to discuss the proposed transaction today,
Thursday, April 22, 2021, at
8:30 A.M. ET. A webcast of the
conference call, along with a detailed investor presentation, will
be available at:
https://services.choruscall.com/mediaframe/webcast.html?webcastid=8kRyaYdS
All materials, including the detailed investor presentation,
will be available on the SmartRent website at
investors.smartrent.com. Additionally, Fifth Wall Acquisition Corp.
I has filed the investor presentation with the SEC as an exhibit to
a Current Report on Form 8-K, which is available on the SEC's
website at www.sec.gov.
About SmartRent
Founded in 2017, SmartRent is an
enterprise smart home technology platform for property managers and
residents. The SmartRent solution is designed to provide property
managers with seamless visibility and control over all their assets
while delivering cost savings and additional revenue opportunities
through all-in-one home control offerings for residents. For more
information please visit smartrent.com.
About Fifth Wall Acquisition Corp. I
Fifth Wall
Acquisition Corp. I is a newly formed blank check company
incorporated for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more
businesses.
Important Information for Investors and
Stockholders
This document relates to the proposed merger
involving Fifth Wall Acquisition Corp. I ("FWAA") and
SmartRent.com, Inc. ("SmartRent"). FWAA intends to file a
registration statement on Form S-4 with the Securities and Exchange
Commission ("SEC"), which will include a document that serves as a
prospectus and proxy statement of FWAA, referred to as a proxy
statement/prospectus, and each party will file other documents with
the SEC regarding the proposed transaction. A definitive proxy
statement/prospectus will also be sent to the stockholders of FWAA,
seeking any required stockholder approvals. Investors and security
holders of FWAA and SmartRent are urged to carefully read the
entire proxy statement/prospectus, when it becomes available,
and any other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents, because they will
contain important information about the proposed transaction. The
documents filed by FWAA with the SEC may be obtained free of charge
at the SEC's website at www.sec.gov. Alternatively, these
documents, when available, can be obtained free of charge from FWAA
upon written request to Fifth Wall Acquisition Corp. I, 6060 Center
Drive, 10th Floor, Los Angeles,
California 90045.
FWAA, SmartRent 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 merger and
related matters. Information regarding FWAA's directors and
executive officers is contained in the section of FWAA's Form S-1
titled "Management", which was filed with the SEC on February 4, 2021. 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 proxy statement/prospectus and other relevant documents
filed with the SEC when they become available. Free copies of these
documents may be obtained as described in the preceding
paragraph.
This document does not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in
respect of the proposed transaction. 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.
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, FWAA's and SmartRent's expectations or predictions of future
financial or business performance or conditions, SmartRent's
product roadmap, including the expected timing of new product
releases, SmartRent's plans to expand its product availability
globally, the expected composition of the management team and board
of directors following the transaction, the expected use of capital
following the transaction, including SmartRent's ability to
accomplish the initiatives outlined above, the expected timing of
the closing of the transaction and the expected cash balance of the
combined company following the closing. Any forward-looking
statements herein are based solely on the expectations or
predictions of FWAA or SmartRent and do not express the
expectations, predictions or opinions of Fifth Wall in any way.
Forward-looking statements are inherently subject to risks,
uncertainties, and assumptions. 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," "forecasts," "may," "will,"
"should," "seeks," "plans," "scheduled," "anticipates," "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 FWAA's Form S-1 titled "Risk
Factors," which was filed with the SEC on February 4, 2021. 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 FWAA's or SmartRent'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 FWAA nor SmartRent 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 FWAA has filed or will file from time
to time with the SEC.
In addition to factors previously disclosed in FWAA's reports
filed with the SEC, including FWAA'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 merger, including the risk
that any required regulatory approvals or stockholder approvals of
FWAA or SmartRent are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the merger is not obtained,
failure to realize the anticipated benefits of the merger, risks
related to SmartRent's ability to execute on its business strategy,
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 FWAA
or SmartRent may be adversely affected by other economic, business
and/or competitive factors, the number of redemption requests made
by FWAA's public stockholders, the ability of SmartRent and the
combined company to leverage Fifth Wall's limited partner and other
commercial relationships to grow SmartRent'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 SmartRent and the combined company to leverage its relationship
with any other SmartRent investor (including investors in the
proposed PIPE transaction) to grow SmartRent's customer base, the
ability of the combined company to meet Nasdaq's listing standards
(or the standards of any other securities exchange on which
securities of the public entity are listed) following the merger,
the inability to complete the private placement of common stock of
FWAA to certain institutional accredited investors, the risk that
the announcement and consummation of the transaction disrupts
SmartRent'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 FWAA,
SmartRent, or any of their respective directors or officers,
following the announcement of the transaction, the ability of FWAA
or the combined company to issue equity or equity-linked securities
in connection with the proposed merger or in the future, the
failure to realize anticipated pro forma results and underlying
assumptions, including with respect to estimated stockholder
redemptions and purchase price and other adjustments; and those
factors discussed in documents of FWAA 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 can be found in FWAA's most recent reports on Form 8-K,
which are available, free of charge, at the SEC's website at
www.sec.gov, and will also be provided in FWAA's proxy
statement/prospectus, when available. Any financial projections in
this document are forward-looking statements that are based on
assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond FWAA's
and SmartRent's control. While all projections are necessarily
speculative, FWAA and SmartRent believe that the preparation of
prospective financial information involves increasingly higher
levels of uncertainty the further out the projection extends from
the date of preparation. The assumptions and estimates underlying
the projected results are inherently uncertain and are subject to a
wide variety of significant business, economic and competitive
risks and uncertainties that could cause actual results to differ
materially from those contained in the projections. The inclusion
of projections in this document should not be regarded as an
indication that FWAA and SmartRent, or their representatives,
considered or consider the projections to be a reliable prediction
of future events.
Annualized, pro forma, projected and estimated numbers
(including projected revenue derived from committed units) are used
for illustrative purposes only, are not forecasts, and may not
reflect actual results. Presentation of historical 0% customer
churn (which occurs when an existing customer removes SmartRent
installed units) is illustrative only, and is not intended to be
predictive of future churn, particularly as business continues to
grow. When used herein, the term "committed units" includes both
(i) units that are subject to binding purchase orders from
customers and (ii) units that existing customers who are parties to
a SmartRent master services agreement have informed SmartRent that
they intend to order.
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 FWAA and is not intended to form the basis of an
investment decision in FWAA. All subsequent written and oral
forward-looking statements concerning FWAA and SmartRent, the
proposed transaction, or other matters and attributable to FWAA and
SmartRent or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Important Information About Fifth Wall
In these
materials (including any accompanying video or audio materials),
references to "Fifth Wall" and "Fifth Wall Group" generally refer
to Fifth Wall Asset Management, LLC, and Fifth Wall Ventures
Management, LLC, collectively with their affiliates and any
investment funds, investment vehicles or accounts managed or
advised by any of the foregoing (each such fund, vehicle or
account, a "Fifth Wall Fund"). FWAA is sponsored by Fifth Wall
Acquisition Sponsor, LLC (the "FWAA Sponsor"), which is an
affiliate of Fifth Wall. However, FWAA is an independent
publicly-traded company, and not a member of Fifth Wall or the
Fifth Wall Group. Fifth Wall has not and is not providing
investment advice to any person in connection with the matters
contemplated herein, including FWAA, FWAA Sponsor or
SmartRent. A fund managed by Fifth Wall currently holds a
minority stake of less than 5% in SmartRent.
Except for certain limited obligations of the FWAA Sponsor
related to the disposition of its founder shares in FWAA, Fifth
Wall in not a party to the proposed transaction agreements between
FWAA and SmartRent or related transactions. Neither Fifth Wall,
nor any of its partners, employees or other representatives will
have at any time any legal obligation or commitment to any person
(including SmartRent) to promote, advertise, market, or support the
products, services, business or operations of SmartRent or the
combined company. Fifth Wall's position following consummation of
the proposed merger will be that of an investor in the combined
company until such time as Fifth Wall may, subject to its
contractual obligations, dispose of its shares in the combined
company.
This material is neither an offer to sell nor a solicitation of
an offer to buy any security in any Fifth Wall Fund, and may not be
used or relied upon in connection with any offer or solicitation. A
private offering of interests in a Fifth Wall Fund may only be made
by such Fifth Wall Fund pursuant to the offering documents for such
Fifth Wall Fund, which will contain additional information about
the investment objectives, terms, and conditions of an investment
in such Fifth Wall Fund and also contain tax information and risk
disclosures that are important to any investment decision regarding
such Fifth Wall Fund. The information contained in this material is
superseded by, and is qualified in its entirety by reference to,
such offering documents. This communication is intended only
for persons resident in jurisdictions where the distribution or
availability of this communication would not be contrary to
applicable laws or regulations.
Past performance or activities are not necessarily indicative of
future results, and there can be no assurance that any Fifth Wall
Fund will achieve results comparable to those presented herein, or
that any Fifth Wall Fund will be able to implement its investment
strategies or achieve its investment objectives. A Fifth Wall
Fund's investment and applicable investment restrictions may differ
from those historically employed by Fifth Wall, and economic
conditions may differ materially from the conditions under which
any other investment fund, investment vehicle or account managed or
advised by Fifth Wall has previously invested. The
investments, transactions and operational activities of Fifth Wall
contained in this material, if any, are shown for illustrative
purposes only of the types of investments, transactions and
activities that have historically been undertaken by Fifth Wall,
its affiliates and their respective officers, directors, partners,
members, employees and/or advisors.
Use of Non-GAAP Financial Measures
This document may contain certain non-GAAP financial
measures. SmartRent's management and board of directors use
certain non-GAAP measures to understand and evaluate SmartRent's
operating performance, to establish budgets, and to develop
operational goals for managing its business, and they believe these
measures also provide meaningful supplemental information to
investors and others in understanding and evaluating SmartRent's
operating results and enhancing the overall understanding of its
past performance and future prospects. These non-GAAP
financial measures are not a substitute for GAAP measures and
should be read in conjunction with SmartRent's GAAP financial
information.
1 "Committed Units" includes both (i) units that are
subject to binding purchase orders from customers and (ii) units
that existing customers who are parties to a SmartRent master
services agreement have informed SmartRent that they intend to
order.
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