Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
Attached as Exhibit 99.1 is a presentation that MIC and FWAC plan to use in one or more meetings from time to time with potential investors. Exhibit 99.1 is incorporated by reference into this Item 7.01.
The foregoing (including the information presented in Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibit 99.1, that is provided solely in connection with Regulation FD.
Additional Information
This document relates to the proposed Mergers (as defined below) involving FWAC
and the Company. FWAC intends to file a registration statement on Form S-4 with
the
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 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.
Participants in the Solicitation
FWAC, the Company 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 Mergers (as defined below) and related matters.
Information regarding FWAC's directors and executive officers is contained in
the section of FWAC's final IPO prospectus titled "Management", which was filed
with the
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participants in the transaction may be obtained by reading the Joint Proxy
Statement/Prospectus and other relevant documents filed with the
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,
the Company's and FWAC's expectations or predictions of future financial or
business performance or conditions, the anticipated benefits of the proposed
transaction, the expected composition of the management team and board of
directors following the transaction, the expected use of capital following the
transaction, including the Company'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 of the
transactions contemplated by the Merger Agreement (the "Mergers"). Any
forward-looking statements herein are based solely on the expectations or
predictions of the Company or FWAC and do not express the expectations,
predictions or opinions of
In addition to factors previously disclosed in the Company's and FWAC's reports
filed with the
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commercial relationships to grow the Company'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 the Company and the combined
company to leverage its relationship with any other Company investor (including
investors in the proposed PIPE transaction) to grow the Company'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 Mergers, 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 the
Company'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 the Company, 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 Mergers 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 the Company and FWAC
filed, or to be filed, with the
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 the Company's and FWAC's control. While all projections are necessarily speculative, the Company and FWAC 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 the Company and FWAC, or their representatives, considered or consider the projections to be a reliable prediction of future events.
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 the Company and is not intended to form the basis of an investment decision in the Company. All subsequent written and oral forward-looking statements concerning the Company and FWAC, the proposed transaction, or other matters and attributable to the Company and FWAC or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Non-GAAP Financial Measures
This document, and statements made in connection with this document, refer to non-GAAP financial measures, including EBITDA, property operating expenses, general and administrative expenses, net operating income, revenue per available space and unleveraged yield. These measures are not prepared in accordance with generally accepted accounting principles in the Unites States of America ("GAAP") and have important limitations as analytical tools. Non-GAAP financial measures are supplemental, should only be used in conjunction with results presented in accordance with GAAP and should not be considered in isolation or as a substitute for such GAAP results.
Item 9.01 Financial Statements and Exhibits. (d)Exhibits Exhibit Number Description 99.1 Investor Presentation, dated January 2023 99.1 Investor Presentation, dated January 2023 (PDF) 104 Cover Page Interactive Data File (formatted as Inline XBRL) 5
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