SmartRent To Go Public in $2.2 Billion Merger with Fifth Wall Acquisition Corp. I (FWAA)

April 22, 2021 8:15 AM EDT

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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.



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