Announcing Fifth Wall Acquisition Corp. I’s $2.2B Merger with SmartRent, the Category-Leader in Smart Home Technology
Today I’m thrilled to be able to announce that Fifth Wall Acquisition Corp. I (NASDAQ: FWAA), a SPAC sponsored by an affiliate of Fifth Wall, will be merging with SmartRent, the category-leading Smart Home automation platform for the residential industry, in a deal that values the combined entity at $2.2 billion and includes an oversubscribed $155 million PIPE alongside the $345 million in cash held in FWAA’s initial public offering.
SmartRent pioneered a hardware-agnostic, enterprise-grade operating system that allows residential landlords to holistically manage all smart devices across a residential asset or portfolio. The video below gives a good overview of the company:
When Fifth Wall IPO’d its first SPAC (FWAA), our vision was to merge with a proptech company that had each of the following characteristics:
- A company that was a clear, category-leading proptech technology (i.e., a company that had already won a category, not a challenger/also-ran business, a business that looks like Fifth Wall’s venture portfolio)
- A company that the largest, most institutional, national-footprint real estate organizations had adopted and anointed as a market-standard solution (i.e., a company that had won over the most important brands in the real estate market, a list that includes many Fifth Wall LPs)
- A company with strong venture sponsorship that had plenty of financing options and could readily raise capital in private or public markets (i.e., a company that would be particularly appreciative of Fifth Wall’s very attractive no warrant SPAC structure and would uniquely value Fifth Wall’s brand sponsorship as the leading proptech venture firm)
- A company with an exceptional management team that was both deeply technical yet also understood the idiosyncrasies of the real estate industry (i.e., a CEO and management team that had already ‘won over’ the most important firms in the real estate industry)
- A company with a highly-predictable revenue trajectory (i.e., a company with significant embedded growth within large, national real estate portfolios of customers that had already adopted it for their organization)
- A company into which the largest, most influential real estate owners would want to invest to validate the transaction (i.e., an execution of the Fifth Wall model, bringing in strategic ‘Kingmaker’ investors to both invest in the merger transaction and deploy the underlying product across their portfolios)
As in Fifth Wall’s venture funds, we set these incredibly ambitious, lofty criteria to characterize a target for Fifth Wall’s first SPAC. And it’s hard to imagine a company that could more authoritatively meet these criteria than SmartRent. Fifth Wall could not be prouder to be introducing SmartRent to the public markets.
And an even more emphatic endorsement of SmartRent’s category-leading positioning comes from the investors that Fifth Wall and SmartRent have convened to participate in the Private Investment in Public Equity (“PIPE”) offering alongside the SPAC merger, which reads like a “who’s who” list of strategic real estate investors and best-in-class financial investors:
- Starwood Capital, the third largest owner of multi-family units in the US led by iconic real estate visionary Barry Sternlicht
- Lennar, one of the largest homebuilders in the United States, a long-time investor in Fifth Wall’s funds, and on whose behalf Fifth Wall led strategic investments in other category-leading proptech companies like Opendoor, Hippo, States Title / Doma, Blend, and many more
- Invitation Homes, the single largest owner of single-family homes in the US
In addition, Baron Capital Group, Koch Real Estate Investments, D1 Capital Partners L.P., Long Pond Capital L.P., Conversant Capital LLC and others will be participating in the PIPE. These investors are investing alongside the firm’s already outstanding set of financial and strategic investors, which includes top-tier venture firms like Fifth Wall, Bain Capital, Spark Capital, and Energy Impact Partners, as well as strategic real estate investors like Lennar, Essex Property Trust, and UDR. With these names, in combination with Fifth Wall’s 70 strategic real estate LPs from 15 countries, it would be hard to imagine the real estate industry voting more decisively in favor of an emerging proptech company.
Fifth Wall’s investment approach has long-been dictated by its ability to bring together the largest and most influential owners, operators, and developers of real estate to invest in and rapidly adopt a category-leading proptech company. It is, therefore, fitting that in the largest transaction ever facilitated by Fifth Wall, the kingmaker dynamics at play have never been stronger.
Those who have closely followed Fifth Wall’s fund investments will recognize that this merger isn’t the first time the SmartRent and Fifth Wall teams have come together. In fact, I wouldn’t be writing this blog had Fifth Wall’s venture fund not already invested in SmartRent, or had Fifth Wall not already facilitated revenue-generating partnerships between SmartRent and strategic LPs from Fifth Wall’s global consortium. This merger is taking place because Lucas and the SmartRent team have continued to exceed Fifth Wall’s expectations as a portfolio company, and because we at Fifth Wall have proven to SmartRent the “kingmaker” value we can deliver as investors and, now, sponsors.
I’m certainly excited about what this milestone transaction represents for Fifth Wall — but I’m even more excited to bring SmartRent to the public markets and to help the company further extend its leadership in the smart home industry. I’m writing this blog to give readers a sense for how the Fifth Wall / SmartRent relationship materialized, to explain why we view SmartRent as such a compelling long-term prospect, and to share even more resources on SmartRent as the company prepares to join the public markets.
Fifth Wall: Who We Are & What We Do
To tell this story, I figure it makes sense to give some background on Fifth Wall for those unfamiliar with our firm, the largest and most active venture capital investor in proptech. We launched Fifth Wall, in 2016, as the first institutional venture capital firm focused on real estate tech (I’m not even sure it was called “proptech” back then). In building Fifth Wall, we also pioneered a unique approach: bringing together many of the largest real estate corporations — and, by extension, the largest and most sought-after customers, partners, and end-users of the technologies in which we invest — into our funds as investors, or strategic limited partners (“strategic LPs”).
When Fifth Wall first started we had 7 strategic LPs all from the US in our $212 million fund. Today, that number has expanded to 70 strategic LPs from every major asset class of real estate in 15 different countries investing across 5 different funds and $2.5 billion under management. Today, Fifth Wall’s real estate footprint from these 70 strategic LPs (which steadily grows to this day) far exceeds the distribution of even the largest single real estate organizations by a wide margin.
As you might imagine, these 70 strategic LPs give Fifth Wall a competitive advantage in investing. Why? Because we know which technologies the real estate industry will imminently adopt before other venture capital investors. Simply put: when you know which technologies will be adopted by the largest real estate firms globally it makes it a much simpler task to identify which proptech companies will emerge as category-leaders and generate strong returns for our investors. In large part this explains Fifth Wall’s exceptional track record of consistently identifying and investing early in category-leading proptech companies. Fifth Wall has invested early, in some cases the first money in, into 11 companies that have gone on to become unicorns today with over $40 billion in combined enterprise, including Opendoor, Hippo, Blend, Doma (fka States Title), Loft, VTS, Loggi, Classpass, and now SmartRent (as well as a few more that haven’t yet announced). With Fifth Wall’s exceptional track record of investments our firm has also attracted many of the largest pensions, sovereign wealth funds, and endowments that are today some of the largest capital allocators to the real estate industry — thus further accelerating our distribution advantage.
In part because of this track record and in part due to Fifth Wall’s growing strategic LP base, we’ve come to learn that Fifth Wall is often seen as a “validator” for emerging proptech companies — our investment often precedes significant revenue growth for our portfolio companies, both from our strategic LPs and the rest of the real estate industry (often fast followers of the Fifth Wall LP base).
How Fifth Wall First Discovered SmartRent
Fifth Wall’s investment process is often atypical to that of other venture capital firms. In many cases, our investments materialize out of “RFPs” we launch in proptech verticals that are of strategic significance to, and high priority for, our real estate strategic LPs. In such a process, Fifth Wall will invite leading proptech companies in a particular space to come pitch Fifth Wall in hopes of emerging as the category leader that (1) wins one or multiple contracts from one of Fifth Wall’s strategic LPs, and (2) secures an investment from Fifth Wall in the process. This RFP process is what led us to SmartRent.
In the early part of 2020, Fifth Wall ran a Smart Home RFP on behalf of one of Fifth Wall’s strategic LPs, during which we evaluated the entire ecosystem of Smart Home technology companies. Unlike some of the other RFPs that Fifth Wall has managed, in this case it was abundantly clear, very early on, that SmartRent was the unequivocal category leader. After surveying the largest multifamily owners in Fifth Wall’s LP base it was clear that industry had overwhelmingly voted in favor of SmartRent as the industry-standard operating system and that SmartRent was poised to expand rapidly into the largest residential real estate portfolios in the US.
With the following dynamics in mind and at the conclusion of the RFP, Fifth Wall was able to participate in SmartRent’s previously closed Series C financing, and Fifth Wall’s North American Fund II (aka Fund II) invested in March 2020.
Here’s why we felt so strongly that SmartRent was the clear winner in the smart home space:
- SmartRent’s platform was hardware agnostic
- Rather than trying to develop its own hardware — smart locks, smart lights, smart thermostats, etc. — SmartRent instead built an enterprise-grade operating system that would integrate with all Smart Home hardware, regardless of which firm manufactured it. This enabled the company to avoid the challenges most often faced by pureplay hardware manufacturers (e.g., hardware margins, hardware competition, and replacement cycles).
- This hardware agnostic approach also enabled SmartRent to sell into the entire existing residential building stock (as landlords could select the hardware they preferred and made the most sense for their rental rates / price points). SmartRent is adoptable for any landlord, renting units at any price point, in any geography, and in having an open architecture, it enables and encourages customers to add additional Smart Home hardware over time.
2. SmartRent built an integrative operating system for the Smart Home ecosystem
- The Smart Home industry is primarily comprised of a series of point-solution hardware providers; each one of these companies has their own app, none of which is compatible with the others. As you might imagine, this disaggregation creates a nightmare for property managers (who lack enterprise-level controls and a single control platform for all the units in an asset / portfolio), but it’s also annoying for tenants to have a separate app on their phone for their thermostat, shades, locks, parking control, etc. Many people reading this blog likely resonate with that annoyance rather intimately.
- Until SmartRent pioneered its open architecture model none of these hardware point solutions integrated with one another. The residential real estate industry demanded a functional, fully integrative operating system and SmartRent built exactly that: a hardware-agnostic operating system to connect these disparate devices that plugs directly into existing property management systems to allow for enterprise level controls and management at the asset and portfolio level.
3. SmartRent can prove ROIs in multiple ways for its owner / operator / developer customers
- SmartRent’s platform (1) increases revenue: because tenants are willing to pay a higher rent for a smart apartment, (2) reduces cost: by limiting damage, by reducing energy expense, by automating manual processes, (3) reduces complexity: by bringing the entire smart ecosystem onto a single, user-intuitive platform for the property manager to control, and (4) pays for itself fast: the product has a fast payback period and immediately justifies the associated upfront costs.
- As Fifth Wall was conducting its RFP, landlords typically described SmartRent as the most ‘no brainer’ technology deployment they had ever made. There’s another important tailwind to SmartRent’s growth which is the imperative for the real estate industry to reduce its energy consumption and decarbonize. Carbon neutrality laws for the real estate industry are being enacted throughout the US and with the US’s re-entry to the Paris Climate Agreement, US landlords are going to need to monitor, reduce, and report on energy-saving technologies deployed across their portfolios. In this light, SmartRent’s ability to reduce energy consumption (and report on that empirically) will increasingly become mission-critical technology for US (and international) asset owners.
4. SmartRent has a dynamic land-and-expand model that works
- SmartRent can identify the most acute pain points for its customers (e.g. self-guided tours, access control, energy management, parking management) for which it has an immediate and effective solution. And it can sell that immediately. Once SmartRent has been deployed as the Smart Home operating system for the property manager around a single given need / pain-point, it has significant up-sell and cross-sell opportunities that all integrate onto the SmartRent platform. To property managers, the single operating system elegance of SmartRent has been a godsend, as they now can have one application open with enterprise-level controls for any Smart Home tech deployed across an asset or a portfolio.
5. SmartRent understood what landlords cared about, and won them over
- SmartRent was founded by real estate operators that knew how to design a product for the real estate industry. As the CTO of Colony Starwood Homes, one of the largest single family rental platforms, Lucas experienced the pain firsthand of having no single, consolidated operating system for all of the Smart Home devices deployed across ~44,000 homes nationwide. As Lucas evaluated all of the Smart Home hardware solutions, he quickly recognized that none of them offered and enterprise-grade, elegant operating system that could integrate hardware from any manufacturer. This was the genesis of SmartRent; like so many great businesses, SmartRent was born of a acutely personal and Lucas’ firsthand experience in the real estate industry.
6. SmartRent is backed by top-tier venture capital and strategic investors
- Alongside Fifth Wall, SmartRent is backed by top-tier, best-in-class venture investors like Bain Capital, Spark Capital, Energy Impact Partners (given the obvious decarbonization potential of the business) and RET Ventures. In addition to these top-tier VC investors, Smart Rent is backed by many of the most strategic investors one would hope to see behind a category-leading business: Lennar (the largest US homebuilder and a Fifth Wall LP), Amazon’s Alexa Fund, Essex Property Trust and UDR (two of the largest multifamily owners in the US).
- SmartRent’s competition has been unable to attract top-tier VCs. Although some less sophisticated, more amateur corporate venture arms had made investments in similar companies, none of those investors were particularly relevant in residential real estate. And this merger transaction will only further extend SmartRent’s superior sponsorship & capitalization with the many of most influential names in residential real estate (Lennar, Invitation Homes, Starwood Capital) investing in the PIPE alongside the Fifth Wall SPAC merger.
7. SmartRent Has Already Won The Largest Residential Owners in the US
- When Fifth Wall first invested, SmartRent was already working with 5 of the 20 largest multifamily landlords in the US. But as Fifth Wall surveyed the rest of multifamily industry, it became clear that many, if not all, of the top 20 multifamily landlords in the US were going to adopt SmartRent and deploy it across their portfolios. It was clear to Fifth Wall that SmartRent was effectively running downhill in becoming the industry-standard Smart Home operating system.
- SmartRent had, in effect, lapped the competition among the largest landlords in the US: SmartRent has installed more units than all of its competitors combined. Today, 15 of the top 20 multifamily landlords are SmartRent customers.
- As the largest and most active proptech investor, Fifth Wall has seen this pattern play out over and over in our most successful proptech investments (Opendoor, Hippo, VTS, States Title, etc). When the largest real estate firms so overwhelmingly select a winning technology for their portfolios, that technology rapidly becomes the de facto standard as the rest of the smaller, more regional, less institutional landlords simply adopt what the top 20 landlords have already anointed as the winning solution. The race to build the Smart Home operating system for the US residential industry has already been fought and SmartRent has emerged as the category-leader: the company is now running downhill off that momentum to saturate the rest of the industry as the market-standard solution
And this dynamic is particularly important due to the sheer size of SmartRent’s addressable market. The top 20 multifamily landlords represent just 3% of all institutionally owned residences in US. In other words, over the next five years, roughly 40 million units are assuredly going to become smart-enabled (necessitating SmartRent’s operating system). And because SmartRent has emerged as the clear category leader, it will inevitably expand its share of the market.
How Big Is This Market
SmartRent is targeting a staggeringly-large $200 billion plus market — it is amongst the largest and most compelling market opportunities that I have ever come across as an investor. Today, in the US, there are 43 million institutionally owned residential units that will assuredly become smart-enabled over the next 5 years. Today, fewer than 500 thousand of those units have any kind of smart-enablement. Because SmartRent has emerged as the category-leader among the large, national footprint multifamily owners, it follows that they are likely to capture the lion’s share of their core market soon.
International markets also represent an enormous opportunity for the company. As SmartRent continues to expand — both into other asset classes and internationally as well as in layering on new application solutions for landlords — the concentric circles of TAM begin to balloon. SmartRent’s category leadership is so exciting because of the vast scale of this TAM.
How We Plan to Help SmartRent
While SmartRent has emerged as the category-leading Smart home operating system in the US, Fifth Wall is uniquely positioned as the leading Proptech VC to add significant ongoing value to the company. As an investor and sponsor, Fifth Wall intends to really put its shoulder into overdetermining SmartRent’s success as a public company. Here’s how:
1. Faster Multifamily Market Expansion (Long-Tail of the Multifamily Industry):
- Fifth Wall can accelerate SmartRent’s growth in the long-tail of the residential market; to the smaller, more regional, less sophisticated owners, operators and developers of residential real estate (many of whom are Fifth Wall LPs). Fifth Wall’s current strategic LP base represents an incremental two million multifamily units, and our intention is to help SmartRent sell into all of them. Through Fifth Wall’s strategic LP base, Fifth Wall will also help SmartRent’s expansion into newer categories of residential real estate: student housing, senior housing, military housing, and hospitality/co-living.
2. International Expansion:
- Fifth Wall’s LP base also includes the largest real estate owners in France, the UK, Japan, Germany, the Netherlands, Spain, Singapore, mainland China, and more. The brilliant thing about SmartRent’s product — or the pain point it addresses — is that smart home technology uptake isn’t a US-specific phenomenon, it’s a global one. SmartRent’s product is eminently portable. We aim to help extend SmartRent’s category leadership position in the US through driving adoption of SmartRent among Fifth Wall’s international strategic LPs who often represent the largest residential owners in their respective geographies.
3. Product Expansion (Including Accretive M&A):
- SmartRent has an ambitious near-term product roadmap across the entire residential experience — and with this new capital, SmartRent can be near-term acquirers of best-in-class PropTech companies that extend the range of services it can offer property managers and residents. This product line expansion opportunities will enable SmartRent to further monetize its ever-growing base of installed units and its position as the leading Smart home operating system offers a highly attractive sell-through opportunity for software point solutions like lease applications, payments, CRM, etc.
- As the most sought-after proptech VC, Fifth Wall is constantly evaluating the entire universe of these companies, and it’s in a unique position to support SmartRent around strategic M&A opportunities.
As the most active investor in Proptech, Fifth Wall believes SmartRent represents the most attractive investment opportunity in our sector. We could not be more excited that FWAA is merging with SmartRent to help accelerate its growth as a public company and we’re thrilled that so many of the most influential real estate owners are investing alongside Fifth Wall and will help accelerate the company’s growth.
I understand that many of the readers of this blog might be learning about SmartRent for the first time today. If you’re interested in learning more, I’ve included a number of resources, including videos and infographics, that delve into the company, its value proposition to residents and property managers, and the future of the business, below. There’s value in going public with a SPAC sponsor that truly understands your business. We’re proud to bring SmartRent to the public markets and look forward to supporting the company through its next phase of growth.
Lucas, SmartRent’s CEO’s, blog about the announcement: https://smartrent-com-default-5812317886.gtsb.io/news/fifth-wall-acquisition-corp-to-take-smartrent-public-in-2-2-billion-merger/
Important Information for Investors and Stockholders
This document relates to the proposed merger involving Fifth Wall Acquisition Corp. I (“FWAA”) and SmartRent.com, Inc. (“SmartRent”). FWAA intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”), which will include a document that serves as a prospectus and proxy statement of FWAA, referred to as a proxy statement/prospectus, and each party will file other documents with the SEC regarding the proposed transaction. A definitive proxy statement/prospectus will also be sent to the stockholders of FWAA, seeking any required stockholder approvals. Investors and security holders of FWAA and SmartRent are urged to carefully read the entire proxy statement/prospectus, when it becomes available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by FWAA with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge from FWAA upon written request to Fifth Wall Acquisition Corp. I, 6060 Center Drive, 10th Floor, Los Angeles, California 90045.
FWAA, SmartRent 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 merger and related matters. Information regarding FWAA’s directors and executive officers is contained in the section of FWAA’s Form S-1 titled “Management”, which was filed with the SEC on February 4, 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
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.
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, FWAA’s and SmartRent’s expectations or predictions of future financial or business performance or conditions, SmartRent’s product roadmap, including the expected timing of new product releases, SmartRent’s plans to expand its product availability globally, the expected composition of the management team and board of directors following the transaction, the expected use of capital following the transaction, including SmartRent’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. Any forward-looking statements herein are based solely on the expectations or predictions of FWAA or SmartRent and do not express the expectations, predictions or opinions of Fifth Wall in any way. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or “continue” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in the section of FWAA’s Form S-1 titled “Risk Factors,” which was filed with the SEC on February 4, 2021. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are based on FWAA’s or SmartRent’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. However, there can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and neither FWAA nor SmartRent is under any obligation and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which FWAA has filed or will file from time to time with the SEC.
In addition to factors previously disclosed in FWAA’s reports filed with the SEC, including FWAA’s most recent reports on Form 8-K and all attachments thereto, which are available, free of charge, at the SEC’s website at www.sec.gov, and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: risks and uncertainties related to the inability of the parties to successfully or timely consummate the merger, including the risk that any required regulatory approvals or stockholder approvals of FWAA or SmartRent are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the merger is not obtained, failure to realize the anticipated benefits of the merger, risks related to SmartRent’s ability to execute on its business strategy, attract and retain users, develop new offerings, enhance existing offerings, compete effectively, and manage growth and costs, the duration and global impact of COVID-19, the possibility that FWAA or SmartRent may be adversely affected by other economic, business and/or competitive factors, the number of redemption requests made by FWAA’s public stockholders, the ability of SmartRent and the combined company to leverage Fifth Wall’s limited partner and other commercial relationships to grow SmartRent’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 SmartRent and the combined company to leverage its relationship with any other SmartRent investor (including investors in the proposed PIPE transaction) to grow SmartRent’s customer base, the ability of the combined company to meet Nasdaq’s listing standards (or the standards of any other securities exchange on which securities of the public entity are listed) following the merger, the inability to complete the private placement of common stock of FWAA to certain institutional accredited investors, the risk that the announcement and consummation of the transaction disrupts SmartRent’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 FWAA, SmartRent, or any of their respective directors or officers, following the announcement of the transaction, the ability of FWAA or the combined company to issue equity or equity-linked securities in connection with the proposed merger or in the future, the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and those factors discussed in documents of FWAA filed, or to be filed, with the SEC.
Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in FWAA’s most recent reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and will also be provided in FWAA’s proxy statement/prospectus, when available. 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 FWAA’s and SmartRent’s control. While all projections are necessarily speculative, FWAA and SmartRent 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 FWAA and SmartRent, or their representatives, considered or consider the projections to be a reliable prediction of future events.
Annualized, pro forma, projected and estimated numbers (including projected revenue derived from committed units) are used for illustrative purposes only, are not forecasts, and may not reflect actual results. Presentation of historical 0% customer churn (which occurs when an existing customer removes SmartRent installed units) is illustrative only, and is not intended to be predictive of future churn, particularly as business continues to grow. When used herein, the term “committed units” includes both (i) units that are subject to binding purchase orders from customers and (ii) units that existing customers who are parties to a SmartRent master services agreement have informed SmartRent that they intend to order.
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 FWAA and is not intended to form the basis of an investment decision in FWAA. All subsequent written and oral forward-looking statements concerning FWAA and SmartRent, the proposed transaction, or other matters and attributable to FWAA and SmartRent or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Important Information About Fifth Wall
In these materials (including any accompanying video or audio materials), references to “Fifth Wall” and “Fifth Wall Group” generally refer to Fifth Wall Asset Management, LLC, and Fifth Wall Ventures Management, LLC, collectively with their affiliates and any investment funds, investment vehicles or accounts managed or advised by any of the foregoing (each such fund, vehicle or account, a “Fifth Wall Fund”). FWAA is sponsored by Fifth Wall Acquisition Sponsor, LLC (the “FWAA Sponsor”), which is an affiliate of Fifth Wall. However, FWAA is an independent publicly-traded company, and not a member of Fifth Wall or the Fifth Wall Group. Fifth Wall has not and is not providing investment advice to any person in connection with the matters contemplated herein, including FWAA, FWAA Sponsor or SmartRent. A fund managed by Fifth Wall currently holds a minority stake of less than 5% in SmartRent.
Except for certain limited obligations of the FWAA Sponsor related to the disposition of its founder shares in FWAA, Fifth Wall in not a party to the proposed transaction agreements between FWAA and SmartRent or related transactions. Neither Fifth Wall, nor any of its partners, employees or other representatives will have at any time any legal obligation or commitment to any person (including SmartRent) to promote, advertise, market, or support the products, services, business or operations of SmartRent or the combined company. Fifth Wall’s position following consummation of the proposed merger will be that of an investor in the combined company until such time as Fifth Wall may, subject to its contractual obligations, dispose of its shares in the combined company.
This material is neither an offer to sell nor a solicitation of an offer to buy any security in any Fifth Wall Fund, and may not be used or relied upon in connection with any offer or solicitation. A private offering of interests in a Fifth Wall Fund may only be made by such Fifth Wall Fund pursuant to the offering documents for such Fifth Wall Fund, which will contain additional information about the investment objectives, terms, and conditions of an investment in such Fifth Wall Fund and also contain tax information and risk disclosures that are important to any investment decision regarding such Fifth Wall Fund. The information contained in this material is superseded by, and is qualified in its entirety by reference to, such offering documents. This communication is intended only for persons resident in jurisdictions where the distribution or availability of this communication would not be contrary to applicable laws or regulations.
Past performance or activities are not necessarily indicative of future results, and there can be no assurance that any Fifth Wall Fund will achieve results comparable to those presented herein, or that any Fifth Wall Fund will be able to implement its investment strategies or achieve its investment objectives. A Fifth Wall Fund’s investment and applicable investment restrictions may differ from those historically employed by Fifth Wall, and economic conditions may differ materially from the conditions under which any other investment fund, investment vehicle or account managed or advised by Fifth Wall has previously invested. The investments, transactions and operational activities of Fifth Wall contained in this material, if any, are shown for illustrative purposes only of the types of investments, transactions and activities that have historically been undertaken by Fifth Wall, its affiliates and their respective officers, directors, partners, members, employees and/or advisors.
Use of Non-GAAP Financial Measures
This document may contain certain non-GAAP financial measures. SmartRent’s management and board of directors use certain non-GAAP measures to understand and evaluate SmartRent’s operating performance, to establish budgets, and to develop operational goals for managing its business, and they believe these measures also provide meaningful supplemental information to investors and others in understanding and evaluating SmartRent’s operating results and enhancing the overall understanding of its past performance and future prospects. These non-GAAP financial measures are not a substitute for GAAP measures and should be read in conjunction with SmartRent’s GAAP financial information.
