PROPOSED BUSINESS COMBINATION: Lucid Motors
ENTERPRISE VALUE: $11.75 billion
ANTICIPATED SYMBOL: LCID
Churchill Capital Corporation IV proposes to combine with Lucid Motors (“Lucid”), at a transaction equity value of $11.75 billion.
Headquartered in the heart of Silicon Valley in Newark, California, Lucid has benefitted enormously from California’s forward-thinking, innovation-centered business environment. Lucid’s management looks forward to continuing to operate from its California headquarters as a public company. This transaction will also support further expansion of Lucid’s direct-to-consumer retail model and Studio and Service Center locations. Currently, Lucid has 6 Studios open across the U.S. and additional sites under construction, a footprint that is scheduled to grow significantly throughout 2021. Sales expansion is planned for international markets including Europe and Middle East during 2022, and Asia Pacific thereafter.
Lucid’s completed, purpose-built manufacturing facilities are production-ready and positioned for expansion. In Casa Grande, Arizona, Lucid is already manufacturing Lucid Air pre-production vehicles in a state-of-the-art facility called AMP-1 that represents the first greenfield EV manufacturing facility in North America. Just a few miles away from AMP-1 is Lucid’s powertrain manufacturing plant, LPM-1, where Lucid produces battery packs, integrated drive units and Wunderbox two-way chargers, which present significant opportunities in energy-capture technology. In addition to its in-house technological and manufacturing capabilities, Lucid has established strong relationships with core suppliers for key materials like battery cells, including a development and supply agreement with LG Chem. Currently, Lucid’s AMP-1 facility can produce 34,000 vehicles annually, but with a total of three phases of expansion planned over the coming years, the site is expected to be capable of producing approximately 365,000 vehicles per year at scale.
The total investment of approximately $4.6 billion is being funded by CCIV’s approximately $2.1 billion in cash (assuming no redemptions by CCIV shareholders) and a $2.5 billion fully committed PIPE at $15.00 per share, a 50% premium to CCIV’s net asset value, anchored by the Public Investment Fund (PIF) as well as funds and accounts managed by BlackRock, Fidelity Management & Research LLC, Franklin Templeton, Neuberger Berman, Wellington Management and Winslow Capital Management, LLC.
None of Lucid’s existing investors will sell stock in the transaction and are subject to a six-month lock up for the shares they receive in the transaction. All proceeds will be used as growth capital for the company to execute on its strategic and operational initiatives. Lucid currently has no indebtedness.
The transaction includes a $2.5 billion fully committed, common stock PIPE with a unique investor lock-up provision that runs until the later of (i) September 1, 2021, and (ii) the date the PIPE shares are registered.
- $2.5 billion of Class A Common Stock (the “PIPE Shares”) at a purchase price of $15 per share
- Anchored by the Public Investment Fund (PIF) as well as funds and accounts managed by BlackRock, Fidelity Management & Research LLC, Franklin Templeton, Neuberger Berman, Wellington Management and Winslow Capital Management, LLC
- the PIPE Investors have agreed to not transfer any PIPE Shares until the later of:
- (i) the effectiveness of the registration statement to be filed following the closing of the Transactions to register the PIPE Shares and
- (ii) September 1, 2021.
Churchill, Churchill Sponsor and Michael Klein, Lee Jay Taragin, Glenn R. August, William J. Bynum, Bonnie Jonas, Mark Klein, Malcom S. McDermid and Karen G. Mills (the “Insiders”), pursuant to which, among other things, Churchill Sponsor and the Insiders agreed:
- (i) to vote any shares of Churchill’s securities in favor of the Transactions and other SPAC Stockholder Matters,
- (ii) not to redeem any shares of Class A Common Stock or Churchill’s Class B common stock, in connection with the stockholder redemption,
- (iii) to pay any amounts in excess of the SPAC expense cap of $128 million in either cash or by forfeiting a number of shares of Class A Common Stock, at a price of $10.00 per share, and/or warrants, at a price of $1.00 per share,
- (iv) not to transfer any shares of Churchill securities until 18 months following the closing of the Transactions and
SPONSOR LOCK UP
Additionally, certain of Churchill Sponsor’s shares of Class B Common Stock (including shares of Class A Common Stock issued upon conversion of the Class B Common Stock) and private placement warrants (including shares of Class A Common Stock issued upon exercise of such private placement warrants) will unvest as of the closing of the Transactions and will revest, in three equal tranches, based on the volume weighted average price of the Company’s Class A Common Stock being greater than or equal to:
- $20.00, $25.00 and $30.00, respectively, per share for any 40 trading days in a 60 consecutive day period.
INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement with Ayar Third Investment Company (“Ayar”), Churchill Sponsor IV LLC
- As of the date of the closing of the Transactions, Ayar has the right to nominate five directors to Churchill’s board of directors (the “Board”) and Churchill Sponsor has the right to nominate one director to the Board.
- Two directors will be independent directors to be nominated by the Company and one director will be the chief executive officer of the combined company.
- Ayar will have a continuing right to designate directors to the Board, subject to its (and its permitted transferees’) beneficial ownership of Class A Common Stock as compared to the Class A Common Stock issued and outstanding as of the record date of each applicable annual or special meeting of stockholders at which directors are to be elected (the “Record Date”).If, following the closing of the Transactions, Ayar (or its permitted transferees) beneficially owns:
- (i) 50% or greater of the shares of Class A Common Stock issued and outstanding on the Record Date, it will have the right to nominate five directors;
- (ii) less than 50% but greater than or equal to 40% of the shares of Class A Common Stock issued and outstanding on the Record Date, it will have the right to nominate four directors;
- (iii) less than 40% but greater than or equal to 30% of the shares of Class A Common Stock issued and outstanding on the Record Date, it will have the right to nominate three directors;
- (iv) less than 30% but greater than or equal to 20% of the shares of Class A Common Stock issued and outstanding on the Record Date, it will have the right to nominate two directors;
- (v) less than 20% but greater than or equal to 10% of the shares of Class A Common Stock issued and outstanding on the Record Date, it will have the right to nominate one director; and
- (vi) less than 10% of the shares of Class A Common Stock issued and outstanding on the Record Date, it will not have the right to nominate any directors;
- provided, that if after the date of the closing of the Transactions the size of the Board is increased or decreased, the number of directors Ayar is entitled to nominate will be increased or decreased in proportion to such increase or decrease in the size of the Board, rounded down to the nearest whole number.
- Further, for so long as Ayar beneficially owns 20% or greater of the shares of Class A Common Stock issued and outstanding on the Record Date, it will have the right to designate the Chairman of the Board.
NOTABLE CONDITIONS TO CLOSING
- Available Closing SPAC Cash being at least $2.8 billion as of the closing of the Transactions
NOTABLE CONDITIONS TO TERMINATION
- By either Churchill or the Company if the Transactions are not consummated on or before October 22, 2021 (the “Termination Date”)
- Citi is serving as sole financial advisor to Lucid.
- BofA Securities and Guggenheim Securities are serving as M&A advisors to Churchill
- Guggenheim Securities rendered a fairness opinion to Churchill in connection with the proposed transaction.
- BofA Securities and Citi are serving as co-placement agents and Guggenheim Securities is serving as capital markets advisor to Churchill on the PIPE.
- Davis Polk & Wardwell LLP is serving as legal counsel to Lucid.
- Weil, Gotshal & Manges LLP is serving as legal counsel to Churchill.
MANAGEMENT & BOARD
Michael Klein, 56
Chief Executive Officer, President & Chairman of the Board
Mr. Klein is also the Chief Executive Officer and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC and Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp III, a blank check company whose sponsor is an affiliate of M. Klein and Company, LLC. Mr. Klein is currently a Director of Credit Suisse Group AG and Credit Suisse AG. Mr. Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019, and Mr. Klein currently serves on the board of directors of Clarivate Analytics. Mr. Klein is the founder and managing partner of M. Klein and Company, which he founded in 2012. M. Klein and Company is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 30-year career, including more than two decades at Citi and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. Mr. Klein is a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelors of Science in Economics with concentrations in finance and accounting.
Jay Taragin, 54
Chief Financial Officer
Mr. Taragin is also the Chief Financial Officer of Churchill Capital Corp III since December 2019 and Chief Financial Officer of M. Klein and Company which he joined in May 2019. Prior to joining M. Klein and Company, Mr. Taragin served as the US Scotiabank Chief Financial Officer from 2013 to 2017. Prior to Scotiabank, Mr. Taragin held a Chief Operating and Financial Officer role from 2009 to 2012 at Fundcore Finance Group LLC and held a variety of senior finance and audit roles at Merrill Lynch & Company from 1993 to 2009. In addition, Mr. Taragin worked at Credit Suisse and PricewaterhouseCoopers as a senior auditor and accountant. Mr. Taragin is a CPA and holds a master’s degree in business administration from New York University Stern School of Business and a bachelor’s degree from Yeshiva University.
Board of Directors
Glenn R. August, 58
Mr. August is the Founder, Senior Partner and Chief Executive Officer of Oak Hill Advisors. In addition, he serves as global head of the firm’s distressed investment business. Mr. August has played leadership roles in numerous restructurings and served on numerous public and private company boards since 1987. Since 1996, he co-founded each of Oak Hill Advisors’ funds, where he serves as Managing Partner. He co-founded the predecessor firm to Oak Hill Advisors in 1987 and took over responsibility for its credit and distressed investment activities in 1990. Mr. August earned a Bachelor of Science degree from Cornell University and an M.B.A. from Harvard Business School, where he was a Baker Scholar.
William J. Bynum, 61
He is the Chief Executive Officer of HOPE (Hope Enterprise Corporation, Hope Credit Union and Hope Policy Institute), a family of organizations founded by him in 1994 that provides financial services; leverages private, public and philanthropic resources; and engages in policy analysis to fulfill its mission of strengthening communities, building assets, and improving lives in economically distressed parts of Alabama, Arkansas, Louisiana, Mississippi and Tennessee. Mr. Bynum serves on the boards of the Aspen Institute, NAACP Legal Defense Fund, Prosperity Now, and William Winter Institute for Racial Reconciliation. He previously chaired the Treasury Department’s Community Development Advisory Board and the Consumer Financial Protection Bureau Consumer Advisory Board. Mr. Bynum is a graduate of the University of North Carolina at Chapel Hill, and has completed executive coursework at the Harvard Business School.
Bonnie Jonas, 51
Bonnie Jonas is a Director Nominee and also a Director of Churchill Capital III. She is the cofounder of Pallas Global Group, LLC (“Pallas Global”), a company that provides independent monitoring and consulting services to corporations and organizations. Prior to co-founding Pallas Global, Ms. Jonas served for 18 years as an Assistant United States Attorney in the U.S. Attorney’s Office for the Southern District of New York (the “SDNY”). Ms. Jonas’s most recent position with the SDNY was as Deputy Chief of the Criminal Division, from 2013 to 2016. She also served as the SDNY’s Financial Fraud Coordinator for President Obama’s Financial Fraud Enforcement Task Force and as Co-Chief of the General Crimes Unit. Ms. Jonas was an attorney with the law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP and a law clerk for the Honorable Reena Raggi of the U.S. District Court in the Eastern District of New York. Earlier in her career, Ms. Jonas worked as a consultant at Peterson Consulting, where she evaluated settlement amounts in connection with pending asbestos litigation. Ms. Jonas is a graduate of the Wharton School at the University of Pennsylvania and Columbia University School of Law.
Mark Klein, 58
Mark Klein is a Director Nominee and also a Director of Churchill Capital Corp II and Churchill Capital Corp III. He is the President and Chief Executive Officer of Sutter Rock Capital, and has been a director of Sutter Rock Capital since 2011. Since 2010, Mr. Klein has served as a Managing Member and Majority Partner of M. Klein and Company, LLC. Mr. Klein also serves on the Board of Directors for Atlantic Alliance Partnership Corp. and has served as an investment adviser at B. Riley Wealth Management since April 2012. Mr. Klein was a Director of National Holding Corporations from 2011 to 2014, where he also served as Chief Executive Officer and Co-Chairman from March 2013 to December 2014. He served as a director of New University Holdings Corp., from its inception in 2010 through August 2011, when New University Holdings Corp. merged with ePals, Inc. In addition, from April 2010 until May 2011, Mr. Klein served as the Chief Executive Officer and President and a Director of 57th Street General Acquisition Corp. until it completed a merger with Crumbs Bake Shop. Subsequently, Mr. Klein served as a member of the Board of Directors of Crumbs from May 2011 to March 2014. Mr. Klein has a Bachelor’s degree, with high distinction, in Business Administration from Emory University and an MBA from the J. L. Kellogg School of Management, Northwestern University.
Malcolm S. McDermid, 41
Malcolm S. McDermid is a Director Nominee and also a Director of Churchill Capital Corp II and Churchill Capital Corp III. He was previously was a Director of Churchill Capital Corp. Mr. McDermid is also a Managing Director with Emerson Collective where he has led Emerson Collective’s venture capital investing efforts since August 2017. He was previously a Partner with Andreessen Horowitz, a venture capital firm based in Menlo Park, California from March 2013 to July 2017. Prior to Andreessen Horowitz, Mr. McDermid was a Director with Stifel Nicolaus, formerly Thomas Weisel Partners, a technology focused investment bank in San Francisco. He began his career at Citigroup as a financial analyst. Mr. McDermid received a Bachelor of Arts degree in Computer Science and Quantitative Economics from Tufts University and a Master of Arts in Law and Diplomacy from the Fletcher School at Tufts University.
Karen G. Mills, 66
Karen G. Mills is a Director Nominee and also a Director of Churchill Capital Corp II and Churchill Capital Corp III. Ms. Mills is a Director of Clarivate Analytics. Ms. Mills is also a Senior Fellow at the Harvard Business School and the Harvard Kennedy School since January 2014, focusing on economic policy, U.S. competitiveness, entrepreneurship and innovation. Ms. Mills was a member of President Barack Obama’s Cabinet, serving as the Administrator of the U.S. Small Business Administration from April 2009 to August 2013. Ms. Mills is the President of MMP Group since October 1993, which invests in financial services, consumer products and technology-enabled solutions businesses. Ms. Mills is Vice Chair of the immigration services company Envoy Global since September 2014. She also serves as Chair of the Advisory Committee for the Private Capital Research Institute since March 2017. Ms. Mills holds an A.B. degree in Economics from Harvard University, Magna Cum Laude, and earned an M.B.A. from Harvard Business School, where she was a Baker Scholar.