Merger FWAAU

SmartRent bags a $2.2 billion deal with Fifth Wall SPAC

, SEC

Fifth Wall Acquisition Corp. I (NYSE: FWAA) and SmartRent, a provider of Environmentally Sustainable Solutions by Reducing Energy Consumption and Preventing Catastrophic Water Damage for the Real Estate Industry announced the signing of a definitive agreement for a business combination that will result in SmartRent becoming a public company.

The transaction implies an equity value of $2.2 billion at the $10.00 per share PIPE subscription price (assuming no redemptions).

The combined company is expected to have up to approximately $513 million in cash at closing, including $345 milllion of cash held in FWAA trust account (assuming no redemption), 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.

On closing, SmartRent's existing shareholders are expected to own approximately 73% of the pro forma company at close.

No SPAC warrants have been issued, and as a result, shareholders will benefit from less dilution and a simpler capital structure.

SmartRent Expects to be EBITDA Positive by 2022. 80% of the Company's Revenue Projections for 2021-2022 are from already committed units.

The transaction is expected to close in the third quarter of 2021.

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