InterPrivate Acquisition Corporation

InterPrivate Acquisition Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Aeva, Inc.

ESTIMATED CURRENT FUNDS in TRUST: $243.1 million*
ENTERPRISE VALUE: $1.8 billion

InterPrivate Acquisition Corp. proposes to combine with Aeva, Inc. (“Aeva”), the first company to provide a perception platform built from the ground up on Silicon Photonics for mass scale application in automotive, consumer electronics and other sectors.

Unlike legacy LiDAR, which relies on Time of Flight (ToF) technology and measures only depth and reflectivity, Aeva’s solution uses a unique Frequency Modulated Continuous Wave (FMCW) technology to measure velocity in addition to depth, reflectivity and inertial motion. Aeva’s innovative FMCW technology draws on significantly less power than other available technologies, including ToF, to bring perception to broad applications at an industry-leading cost.


SUBSEQUENT EVENT – 1/4/21 (8-k Link)

  • Aeva and InterPrivate announce $200M Follow-On PIPE from Sylebra Capital.
    • The “FIRST” PIPE transaction: approximately 13,043,478 shares of common stock for a purchase price of $11.50 per share and an aggregate purchase price of approximately $150,000,000
    • The “SECOND” PIPE transaction: An additional $50 million in shares for a purchase price per share equal to the VWAP of InterPrivate Common Stock for the ten trading days ended December 31, 2020, subject to a cap of $16 and a floor of $10 (the “Final Price”).
      • The VWAP of InterPrivate Common Stock for the ten trading days ended December 22, 2020 was $14.8513.
    • Sylebra has also entered into a one-year lock-up agreement on the FIRST PIPE transaction, and will vote all eligible shares in favor of the transaction. 

Highlights

  • Aeva Inc. (“Aeva”) is the leading provider of comprehensive perception solutions developed on Silicon Photonics for mass scale applications in automotive, consumer electronics, consumer health, industrial and security markets.
  • Aeva’s 4D LiDAR on Chip combines instant velocity measurements and long-range performance at affordable costs for commercialization at silicon scale.
  • Aeva has received strategic investments from Porsche SE, the major shareholder of VW Group.
  • Aeva’s commercial partners also include other top automotive OEMs and world’s leading mobility and technology players.
  • In September, Aeva announced a production partnership with ZF to manufacture and distribute the first automotive grade 4D LiDAR to global OEM customers.
  • Combined company expected to have an estimated post-transaction equity value of approximately $2.1B and is expected to be listed on the NYSE under the ticker symbol AEVA following anticipated transaction close in Q1 2021.
  • All Aeva stockholders, including Lux Capital, Canaan Partners, and Lockheed Martin, will retain their equity holdings through Aeva’s transition into the publicly listed company.
  • Aeva plans to use 100% of the net proceeds from the transaction to accelerate its growth and commercialization.

TRANSACTION

The combined company will have an implied pro forma equity value of approximately $2.1 billion at closing, and Aeva’s existing stockholders will hold approximately 80% of the issued and outstanding shares of common stock of the combined company immediately following the closing.

Cash proceeds in connection with the transaction will be funded through a combination of:

  • (i) the issuance of approximately $120 million of common stock through a fully committed private placement at $10.00 per share, including investments from Adage Capital and Porsche SE
  • (ii) the issuance of $ 1.7 billion of new common stock of InterPrivate to current stockholders of Aeva subject to customary adjustments and
  • (iii) $243 million of cash held in trust assuming no redemptions by InterPrivate’s existing public stockholders.

The closing of the transaction is expected to occur in the first quarter of 2021.

Following completion of the transaction, Aeva will retain its experienced management team. Soroush Salehian will continue to serve as Chief Executive Officer, Mina Rezk will continue to serve as Chief Technology Officer and Saurabh Sinha will continue to serve as Chief Financial Officer.


Interprivate transaction overview 11-2-20


PIPE

  • $120 million of common stock through a fully committed private placement at $10.00 per share, including investments from Adage Capital and Porsche SE
  • [01-04-21 – see Subsequent Events above]
    • Aeva and InterPrivate announce $200M Follow-On PIPE from Sylebra Capital.
      • The “FIRST” PIPE transaction: approximately 13,043,478 shares of common stock for a purchase price of $11.50 per share and an aggregate purchase price of approximately $150,000,000
      • The “SECOND” PIPE transaction: An additional $50 million in shares for a purchase price per share equal to the VWAP of InterPrivate Common Stock for the ten trading days ended December 31, 2020, subject to a cap of $16 and a floor of $10 (the “Final Price”).
        • The VWAP of InterPrivate Common Stock for the ten trading days ended December 22, 2020 was $14.8513.
      • Sylebra has also entered into a one-year lock-up agreement on the FIRST PIPE transaction, and will vote all eligible shares in favor of the transaction. 

NOTABLE CONDITIONS TO CLOSING 

  • After giving effect to (i) the exercise of redemption rights by holders of the outstanding shares of InterPrivate Common Stock in connection with the Proposed Transactions and (ii) the sale and issuance by InterPrivate of InterPrivate Common Stock between the date of the Business Combination Agreement and the Effective Date in accordance with the limitations set forth the Business Combination Agreement, the amount of cash held by InterPrivate in the aggregate, whether in or outside the Trust Account shall be equal to at least $150,000,000.00, and InterPrivate shall have made appropriate arrangements for any funds in the Trust Account to be released upon Closing; and
  • The total outstanding liabilities (excluding expenses required to be borne by InterPrivate as contemplated under the Business Combination Agreement and transaction related expenses, including the costs and expenses relating to the preparation, negotiation and execution of the Business Combination Agreement and related documents and the consummation of the Proposed Transactions) of InterPrivate shall not exceed $500,000 at the Closing.

NOTABLE CONDITIONS TO TERMINATION

  • InterPrivate or Aeva can terminate if (i) the Effective Time has not occurred prior to March 31, 2021 (the “Outside Date”)

TERMINATION FEE

InterPrivate will be entitled to receive termination fee in the amount of $68,000,000 (the “Termination Fee”), in the event that:

  • The Business Combination Agreement is terminated (x) by the Company or InterPrivate, if the Effective Time has not occured prior to the Outside Date, (y) by InterPrivate, if the Company has failed to deliver the Written Consent to InterPrivate within two (2) Business Days after the Registration Statement becomes effective or (z) by InterPrivate in the event of a Terminating Company Breach; (ii) a bona fide Company Acquisition Proposal has been made, proposed or otherwise communicated to the Company in writing after the date of the Business Combination Agreement but before the date of such termination; and (iii) within six (6) months of the date the Business Combination Agreement is terminated, the Company enters into a definitive agreement with respect to such Company Acquisition Proposal; or
  • The Business Combination Agreement is terminated (i) by InterPrivate as a result of the Company Board or a committee thereof, prior to obtaining the Written Consent, making a Company Adverse Recommendation Change or (ii) by the Company, if at any time prior to receiving the Written Consent, in order to enter into a Company Acquisition Agreement with respect to a Company Superior Proposal.

LOCK-UP

  • Securities of Aeva held by the pre-closing stockholders of Aeva to be locked-up for a period of one-hundred eighty (180) days following the Closing, while fifty percent (50%) of the securities of InterPrivate held by the Sponsor and EarlyBirdCapital, Inc. (“Early Bird”) shall be locked-up until the earlier of (i) one (1) year following the Closing or (ii) the date on which the sale price of the InterPrivate Common Stock equals or exceeds $12.50 per share for any 20 trading days within any 30-day trading period, and the other fifty percent (50%) of the securities of InterPrivate held by the Sponsor and Early Bird shall be locked-up until one (1) year following the Closing.
  • [01-04-21] There is a one-year lock-up on the majority of Sylebra Capital ‘s $200M follow-on PIPE

ADVISORS

  • Morgan Stanley & Co. LLC is serving as financial advisor to Aeva.
  • Morgan Stanley & Co. LLC served as lead private placement agent on the PIPE offering.
  • Greenberg Traurig is serving as legal advisor to InterPrivate.
  • Credit Suisse Securities (USA) LLC is acting as capital markets advisor to Aeva.
  • Latham & Watkins LLP is serving as legal advisor to Aeva.
  • Credit Suisse Securities (USA) LLC served as placement agent on the PIPE offering for InterPrivate.
  • Davis Polk & Wardwell LLP is serving as legal counsel to Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC.

MANAGEMENT & BOARD


Executive Officers

Ahmed M. Fattouh, 45
Chairman & Chief Executive Officer

Mr. Fattouh has over 20 years of private equity and M&A. Since 2017, he has been a Founder Member and the Chief Executive Officer of InterPrivate LLC, a private investment firm that invests on behalf of a consortium of family offices in partnership with independent sponsors from leading private equity firms with strong relationships with former portfolio companies. In 2001, Mr. Fattouh became a Founding Member and the Chief Executive Officer of Landmark Value Investments, an asset management firm. He also served as the Managing Member of Landmark Value Strategies, Landmark Activist Strategies, Landmark Credit Strategies, the Landmark Real Assets Fund, the Landmark Protection Fund, Globalist Value Strategies and the Globalist MENA Fund. Mr. Fattouh is a former member of the private equity group at Investcorp International and the M&A Department of Morgan Stanley & Co. in New York. He has executed transactions involving industry leaders, including RJR Nabisco, Mobil Corporation, Ampolex, IBM, Elf Atochem, Tivoli Systems, Eagle Industries, Amerace, Washington Energy, Puget Power, Synergy Gas, KKR, Saks Fifth Avenue, Werner Ladder, Falcon Building Products, LVMH, Bliss, Eastern Software, and Fidelity National. Mr. Fattouh previously served as a director of Columbia Medical Products, the Del Grande Dealer Group, Massmedium, and Collective Sense. Mr. Fattouh received a BS in Foreign Service from Georgetown University.


Alan Pinto, 48
Senior Vice President

Mr. Pinto is a 25-year veteran of the finance industry. After establishing himself in institutional Sales and Trading, Mr. Pinto became a founding Managing Director of Dahlman Rose & Co in 2003, a boutique investment bank focused on the shipping industry and all related energy and commodity markets. Having established a long roster of sophisticated institutional clients who had a growing appetite for structured, private deals, Mr. Pinto left Dahlman Rose in 2013 to independently advise corporate clients on capital raising and M&A. In 2014, Mr. Pinto coordinated a $500 million hybrid mezzanine and equity investment from several hedge funds to back a European tanker operator to acquire a $1.0 billion fleet of crude carriers from AP Moeller-Maersk. Since that groundbreaking transaction, Mr. Pinto has advised on deals across a wide spectrum of industries, including auto retail, real estate, transportation infrastructure, oil and gas and technology. Mr. Pinto received a BA from Georgetown University.


Brian Q. Pham, 32
Senior Vice President

Mr. Pham has been an investor, advisor and builder of technology led companies throughout his career. Mr. Pham has been an independent investor and advisor to technology companies since 2017. From 2013 to 2016, Mr. Pham was a Principal at Sherpa Capital, a San Francisco based venture capital firm. Mr. Pham was on the founding team and was the first investor to join the founders and helped build the organization from the ground to approximately $700.0 million in assets under management. Select investments led or co-led by Mr. Pham include: Pillpack, Slack, Curology and Opendoor. With the Sherpa Capital founders, Mr. Pham aided in the formation of Silicon Foundry, a strategic consultancy and incubation platform which incubated Brandless. From 2011 to 2013, Mr. Pham was a member of the Morgan Stanley technology investment banking team based in Menlo Park. There he focused on the equity markets for high growth technology companies and helped clients raise $22.0 billion through initial public offerings, follow-on equity offerings, and convertible debt offerings. A few representative transactions that his team led include: IPOs for Facebook, Workday, and ServiceNow. Prior to Morgan Stanley, Mr. Pham helped build efforts to from companies based off of IP from the Kamei Laboratory at the UCLA Department of Bioengineering. Mr. Pham received a BS in Bioengineering from the University of California Los Angeles.


Minesh K. Patel, 34
Vice President

Mr. Patel has been a Principal at InterPrivate since 2019 where he focuses on market research, investment analysis, and deal execution. Mr. Patel previously was a Principal at Fiduciary Network LLC, a private equity firm that provided permanent capital solutions to wealth management firms, from 2011 to 2018. Fiduciary Network’s portfolio companies managed in excess of $35 billion in assets under management and included some of the most respected firms in the industry. Mr. Patel’s responsibilities included leading or advising on all aspects of the firm’s M&A transactions, including deal sourcing, valuation and structuring. Prior to Fiduciary Network, Mr. Patel worked at JPMorgan Chase in a prime brokerage unit that was acquired from Bear Stearns from 2009 to 2010. Mr. Patel received a BS and MS from the University of Texas at Dallas and has been a CFA charterholder since 2012.


 

Board of Directors

Brandon C. Bentley, 45
General Counsel & Director

Mr. Bentley is also a founder and has been Chief Operating Officer and General Counsel of InterPrivate since 2017. From 2005 to 2014, Mr. Bentley was the General Counsel, Chief Operating Officer and Chief Compliance Officer of Landmark Value Investments. Mr. Bentley also served as General Counsel of the firm’s registered broker-dealer affiliate from 2011 to 2013. Prior to InterPrivate, Mr. Bentley served as the General Counsel and Chief Operating Officer of Castellan Real Estate Partners, a real estate private equity firm based in New York, from 2014 to 2016 and worked for e.ventures Europe in a senior finance and operations capacity. Mr. Bentley previously worked as an attorney at White & Case LLP in New York from 1999 to 2005, where he focused on securities transactions and mergers and acquisitions. Mr. Bentley received a BA from Wake Forest University and a JD from Boston University School of Law.


Jeffrey A. Harris, 64
Director

Mr. Harris is the founder and managing member of Global Reserve Group LLC, a financial advisory and investment firm founded in 2011 focused primarily on the energy industry. From 1983 until 2011, he was a Managing Director of Warburg Pincus LLC, a private equity firm, where he led the firm’s venture capital and energy investment activities. Mr. Harris has been a director of over forty public and private companies including Knoll, Inc. (of which he is currently a director), Chargepoint, Inc., Electromagnetic GeoServices ASA and Serica Energy PLC. Mr. Harris is a member of the Board of Trustees of each of the Cranbrook Educational Community, New York-Presbyterian Hospital and Friends of the High Line. He has been an adjunct professor at Columbia Business School and is the past chairman of the National Venture Capital Association. Mr. Harris received a degree from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School.


Pietro Cinquegrana, 52
Director

Since March 2018, Mr. Cinquegrana has served as Managing Director at CDIB Capital International, the private investment arm for CDF Holdings, a Taiwan-listed investment holding company. From February 2017 to March 2018, Mr. Cinquegrana was a private investor. From February 2016 to February 2017, Mr. Cinquegrana served as a Managing Director at Hudson Hill Capital, a family-backed long-term oriented private investment firm. From 2014 to January 2016, he served as a Managing Director for Aleph Capital Partners, a hybrid private equity/special situations partnership. From 2013 to 2014, he was a senior member of the investment team at Vitol S.A. focused on making energy-related investments internationally. Prior to this, he served as a Managing Director for Fosun International, a Chinese diversified investment holding company (2011 to 2012) and Apollo Global Management/Holdfast Capital, a private equity platform acquired by Apollo to make investments in distress-driven operating company workouts, reorganizations and non-performing loan portfolios in Asia-Pacific (2009 to 2011). Mr. Cinquegrana began his career at Goldman Sachs and the Boston Consulting Group. Mr. Cinquegrana received a B.Sc. from the London School of Economics and Political Science, a M.Sc. in Economics from Oxford University and an M.B.A. from The Wharton School at the University of Pennsylvania.


Matthew Luckett, 48
Director

Matthew Luckett is a seasoned alternative investor, with direct experience in hedge funds, venture capital, private equity and real estate. Since 2015, he has been the Managing Partner of ALBA Holdings, through which he directs his family office, and is focused on direct and fund investments across all asset classes. In addition, Mr. Luckett is the co-founder and a General Partner of Lampros Capital, an investment firm founded in 2016 that specializes in technology-enabled alternative private credit. Mr. Luckett serves on the investment committee for Global Customised Wealth LLP, a London-based ultra-high net worth wealth management firm, where he focuses on direct and co-investment opportunities. From 2004 to 2014, Mr. Luckett was with Balestra Capital, LTD, a global macro investment firm, most recently as a General Partner. He was previously a Co-Portfolio Manager of Balestra Capital Partners (BCP), the firm’s global macro hedge fund and served on the investment committee of Balestra Spectrum Partners (BSP), the firm’s fund of funds. Mr. Luckett was also the managing partner of the firm’s Management Committee and was responsible for portfolio strategy, macro-economic research and idea generation and portfolio risk supervision for Balestra Capital Partners. During his tenure, Balestra was ranked as one of the best performing macro funds in the world by HFRI. Prior to Balestra Capital, Mr. Luckett was a Principal and Senior Equity Research Analyst at SoundView Technology Group (NASDAQ: SNDV), where he was responsible for research coverage of software, Internet and business services companies. In 2000, he was named to the Wall Street Journal’s “Best on the Street” research analyst team. Mr. Luckett began his career as an industry analyst at Gartner Group. Mr. Luckett was a George F. Baker Scholar at Georgetown University where he graduated with honors. He holds a Bachelor of Arts degree in American Studies with a minor in Japanese. He currently serves on the board of the Georgetown Scholars Program (targeting first-generation college students) and has previously served on the Georgetown College Board of Advisors and on the Board of Trustees for the Baker Scholarship.