Spartan Energy Acquisition Corporation *

Spartan Energy Acquisition Corporation *

Oct 19, 2020 by viktoria.v

PROPOSED BUSINESS COMBINATION: Fisker, Inc.


ESTIMATED CURRENT FUNDS in TRUST: $569.4 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.32*
ENTERPRISE VALUE: $1.9 billion

*SPACInsider estimate a/o 10-17-20

Spartan Energy Acquisition Corp. proposes to combine with Fisker Inc., the automaker dedicated to developing, “the most emotionally desirable and eco-friendly electric vehicles on Earth.” This transaction will provide more than $1 billion of gross proceeds to the company, including a $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. 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.

The combined company Board of Directors will be comprised of existing Fisker Board members and an Apollo designee.


SUBSEQUENT EVENTS

  • On October 14, 2020, Fisker and Spartan entered into a Cooperation Agreement with Magna International Inc. (“Magna”) setting forth certain terms for the development of a full electric vehicle (the “Cooperation Agreement”).
    • Fisker will issue to Magna warrants to purchase Class A Common Stock in an amount equal to six percent (6%) of the capital stock of New Fisker on a fully diluted basis with exercise price of $ 0.01 per share
    • Magna will enter into a Lock-Up Agreement on the same terms as the other investors in Fisker
  • The Magna Warrants are subject to vesting at each interval shown below:
    • (i) Achievement of the “preliminary production specification” gateway as set forth in the Development Agreement; (ii) entering into the Platform Agreement; and (iii) entering into the Initial Manufacturing Agreement
    • (i) Achievement of the “target agreement” gateway as set forth in the Development Agreement and (ii) entering into the Detailed Manufacturing Agreement, which will contain terms and conditions agreed to in the Initial Manufacturing
    • Start of pre-serial production

TRANSACTION SUMMARY

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.

spartan energy fisker transaction summary 7-13-20


VOTING RIGHTS

  • Each share of the Company’s Class B common stock (together with the Company Class A Common Stock, the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive the number of shares of newly authorized Class B Common Stock, par value $0.0001 per share, of Spartan, carrying voting rights in the form of 10 votes per such share (“Spartan Class B Common Stock”) equal to the Exchange Ratio;

PIPE

  • 50,000,000 shares of Spartan Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $500,000,000, in a private placement

SPONSOR AGREEMENT

  • Sponsor will, immediately prior to, and conditioned upon, the Effective Time, automatically and irrevocably surrender and forfeit to Spartan, for no consideration and as a contribution to the capital of Spartan, 441,176 shares of Class B Common Stock, par value of $0.0001 per share, of Spartan (the “Sponsor Shares”), whereupon the Sponsor Shares will be canceled.

NOTABLE CONDITIONS TO CLOSING

  • No Company or Spartan material adverse effect has occurred between the date of the Business Combination Agreement and the Effective Time

NOTABLE CONDITIONS TO TERMINATION

  • By Spartan or the Company, if (i) the Effective Time will not have occurred prior to the date that is 180 days after the date of the Business Combination Agreement (the “Outside Date”)

LOCKUP

  • In connection with the Closing, certain investors in the Company will agree, subject to certain customary exceptions, not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder, any shares of Spartan Class A Common Stock or any shares of Spartan Class B Common Stock held by them immediately after the Effective Time, including any shares of Spartan Class A Common Stock issuable upon conversion of such shares of Spartan Class B Common Stock, or any shares of Spartan Class A Common Stock issuable upon the exercise of options to purchase shares of Spartan Class A Common stock held by them immediately after the effective time of the Merger (“Lock-Up Shares”), (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Lock-Up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”) for 180 days after the date of Closing (the “Closing Date”). Thereafter, until the 18 month anniversary of the Closing Date, each of Henrik Fisker and Dr. Geeta Gupta will also agree not to Transfer more than the lesser of (a) such number of Lock-Up Shares resulting in gross proceeds to him or her of $25,000,000 and (b) 10% of the Lock-Up Shares. Thereafter, until the two year anniversary of the Closing Date each of Henrik Fisker and Dr. Geeta Gupta will also agree not to Transfer more than the number of Lock-Up Shares that, together with any amounts Transferred pursuant to the immediately preceding sentence, would constitute 80% of the Lock-Up Shares.

ADVISORS

  • Cowen is serving as financial advisor to Fisker
  • 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.
  • Vinson & Elkins LLP is serving as legal advisor to Spartan Energy Acquisition Corp.

SPARTAN ENERGY MANAGEMENT & BOARD


Executive Officers

Geoffrey Strong, 43
Chief Executive Officer and Director

Mr. Strong is a Senior Partner at Apollo having joined the Firm in 2012. Prior to that time, Mr. Strong was a member of the Private Equity group at Blackstone and prior to that he was Vice President of Morgan Stanley Capital Partners, the private equity business within Morgan Stanley. Mr. Strong serves on the board of directors of Apex Energy, Apollo Royalties Management, Caelus Energy, Chisolm Oil and Gas, Double Eagle Energy III, Great Salt Plains Midstream, Momentum Minerals, Northwoods Energy, Roundtable Energy, Tumbleweed Royalty, and Vistra Energy. Mr. Strong graduated summa cum laude with a BS in Business Administration from Western Oregon University, graduated cum laude with a JD from Lewis & Clark College, and graduated with an MBA from the University of Pennsylvania’s Wharton School of Business.


James Crossen, 45
Chief Financial Officer & Chief Accounting Officer

Chief Financial Officer and Chief Accounting Officer. Mr. Crossen has served as our Chief Financial Officer and Chief Accounting Office since October 18, 2017. Mr. Crossen is Chief Financial Officer for Private Equity and Natural Resources at Apollo, having joined the Firm in 2010. Prior to that time, Mr. Crossen was a Controller at Roundtable Investment Partners LLC. Prior thereto, Mr. Crossen was a Controller at Fortress Investment Group. Prior to that time, Mr. Crossen was a member of the Funds Management and Tax Group at JP Morgan Partners LLC. Mr. Crossen is a Certified Public Accountant in New York. Mr. Crossen served in the United States Marine Corps and graduated summa cum laude from the University of Connecticut.


Board of Directors

Gregory A. Beard, 46 [Resigned 6/26/20]
Director

Mr. Beard is the Global Head of Natural Resources and a Senior Partner at Apollo, having joined the Firm in 2010. Previously, Mr. Beard was at Riverstone Holdings, an energy-focused private equity firm, as a founding member and Managing Director. He began his career as a Financial Analyst at Goldman Sachs, where he played an active role in energy-sector principal investment activities. Mr. Beard currently serves on the boards of directors of Apex Energy, Caelus Energy, CSV Midstream, Double Eagle Energy II/III, EP Energy, Jupiter Resources, Roundtable Energy, Talos Energy, Pegasus, Northwoods, and Tumbleweed Royalty. He also serves on the board of directors of The Conservation Fund. Mr. Beard received his BA from the University of Illinois at Urbana.


Robert C. Reeves, 48
Independent Director 

Mr. Reeves previously served as Athlon Energy’s Chairman, President, and CEO since its formation in August 2010 through to its $7.1 billion sale to Encana in November 2014. Mr. Reeves was Senior Vice President, Chief Financial Officer and Treasurer of Encore Acquisition Company and Encore Energy Partners until the $4.5 billion sale of both companies to Denbury Resources Inc. in March 2010. Prior to joining Encore, Mr. Reeves served as Assistant Controller for Hugoton Energy Corporation. Since its formation in August 2015 until present, Mr. Reeves has served on the Board of Directors for privately held Incline Niobrara Partners LP, which focuses on acquiring oil and liquids-rich minerals, royalties and non-operated working interest in the DJ basin of Colorado. Since February 2015, Mr. Reeves has served as Chairman and President of Solar Soccer Club, a private 501(c)3 non-profit organization focused on youth soccer development in the Dallas-Fort Worth area. Mr. Reeves received his BS in accounting from the University of Kansas and is a Certified Public Accountant.


John M. Stice, 58
Independent Director

Mr. Stice previously served as Chief Executive Officer of Access Midstream from the time it spun out of Chesapeake Energy until his retirement in 2015. Mr. Stice began his career in 1981 with Conoco, as an associate engineer. For more than 25 years, Mr. Stice held technical and managerial positions of increasing responsibility with ConocoPhillips in exploration, production, midstream, and gas marketing worldwide. In 2009, Mr. Stice joined Chesapeake and served as President of Chesapeake Midstream Development and Senior Vice President of Natural Gas Projects for Chesapeake Energy. He retired in 2015 as Chief Executive Officer of Access Midstream, formerly Chesapeake Midstream Partners.  Currently, Mr. Stice serves as Dean of the Mewbourne College of Earth & Energy at the University of Oklahoma, a position he assumed in August 2015. Mr. Stice serves on the boards of directors of Marathon Petroleum Corporation, MPLX and U.S. Silica Holdings, Inc. He is a former director on the MarkWest Energy Partners, L.P. board. Mr. Stice holds a bachelor’s degree in chemical engineering from the University of Oklahoma, a master’s degree in business from Stanford University, and a doctorate in education from The George Washington University.


Jan C. Wilson, 47 [Replaces John MacWilliams]
Independent Director

Ms. Wilson served as a consultant to the Royal Bank of Canada from September 2015 until April 2017. Prior to her service as a consultant to the Royal Bank of Canada, Ms. Wilson was a manager at Enron Corporation from May 1996 until January 2002, senior vice president of RBS Sempra Commodities LLC from January 2002 until January 2011 and director of Freepoint Commodities LLC from June 2011 until June 2013. Since April 2018, Ms. Wilson has served as a senior advisor for the Canada Pension Plan Investment Board and is the founder/president of JW 1000 Ltd. a company focused on advising on all project contracts that are required to support financing and allocation of risk for sustainable energy projects. Ms. Wilson was a private investor from March 2015 to August 2015 and from April 2017 through March 2018. Ms. Wilson holds a B.A. in Economics and a B.A. in Honours Business Administration from the University of Western Ontario and an M.B.A. from Queens University.


John J. MacWilliams, 63 [Resigned 4/8/20] [Re-appointed 6/26/20]
Independent Director

Mr. MacWilliams served as the Associate Deputy Secretary and Chief Risk Officer of the U.S. Department of Energy (the “DOE”) from August 2015 until January 2017 and as Senior Advisor to the Secretary of the DOE from June 2013 until August 2015. Prior to his appointment to the DOE, Mr. MacWilliams was Managing Partner at Tremont Energy Partners, LLC, a private investment and advisory firm specializing in the global energy industry. Mr. MacWilliams co-founded Tremont Energy in 2004 after serving as Vice Chairman, Investment Bank, at JP Morgan Chase and Partner at JP Morgan Partners from 2000 until 2003. Previously, Mr. MacWilliams was a founding partner in 1993 of The Beacon Group, LLC. Mr. MacWilliams’s prior positions include Executive Director of Goldman Sachs & Co.’s International Banking Division, Vice President for Goldman Sach & Co.’s Private Finance Group, and attorney at Davis Polk & Wardwell. Mr. MacWilliams has served on Boards of Directors for Alliance Resource Partners, LP, Compagnie Generale de Geophysique, Longhorn Partners Pipeline, LP, SmartSync, Inc, Soft Switching Technologies, Inc., and Titan Methanol Company. Since 2017, Mr. MacWilliams has served as a Senior Advisor for the Boston Consulting Group, a Fellow at Columbia University’s Center on Global Energy Policy and Adjunct Professor at Columbia’s School of International and Public Affairs. Mr. MacWilliams holds a B.A. from Stanford University, an M.S. from Massachusetts Institute of Technology, and a J.D. from Harvard Law School.