LOS ANGELES, Jan. 18, 2023 /PRNewswire/ -- FF Global Partners LLC, the founding shareholder and a partnership of former and current key Faraday Future ("FF", "FFIE", "the Company") management members, today announced that on January 13, 2023, FF Top Holding LLC ("FF Top"), an entity controlled and managed by FFGP, signed an Amended and Restated Shareholder Agreement (the "Shareholder Agreement") with the Company. FFGP hopes the Shareholder Agreement will provide much-needed stability and forward-looking, shareholder-focused leadership to the Company. Additionally, FFGP is pleased by the news that the Company and the China Huanggang Government ("City of Huanggang") have entered into a non-binding Cooperation Framework Agreement ("Framework Agreement") to promote the Company's US-China dual-home market strategy.
FFGP shall have the right to nominate four out of seven directors on the Board of FFIE
The newly signed Shareholder Agreement requires the Company, upon FF Top's request, to submit to shareholders binding proposals to amend the Company's charter in order to provide, among other things, 10-to-1 super voting rights to FFGP immediately upon shareholder approval, and 20-to-1 super voting rights upon the Company reaching a market capitalization of $3 billion.
The Shareholder Agreement also provides that FF Top will have the right, but not the obligation, to nominate four directors (the "FF Top Designees") to the Company's seven-person board of directors (the "Board") until FF Top has ceased to beneficially own at least 21,333,530 shares of Common Stock for at least 365 consecutive days, of which two directors will be independent. FF Top will thereafter have the right to nominate a number of directors proportionate to its share ownership. In the event that an FF Top Designee fails to be elected at any meeting of FFIE's shareholders, then, upon FF Top's request in writing, the Company shall promptly expand the size of the Board by a number of seats equal to the number of non-elected FF Top Designees and FF Top shall have the exclusive right to fill the vacancy or vacancies on the Board created by such expansion (provided the individual or individuals who shall fill such vacancy or vacancies shall not be the same FF Top Designees who failed to get elected).
The Nominating and Corporate Governance Committee of the Board will verify and/or approve the appointment or nomination for election of any FF Top Designees (except for those for the 2023 annual meeting of shareholders, which are governed by the Heads of Agreement and the Amended Shareholder Agreement) according to the criteria in the Amended Shareholder Agreement. As a result of the Amended Shareholder Agreement, FFGP and FF Top may be deemed to control the Company.
The FFIE governance chaos since listing has been resolved
Prior to FFGP and FF Top's advocacy efforts on behalf of shareholders, the Company had repeatedly failed to meet its operational goals, poorly allocated its resources and attention (including with respect to the now-resolved governance dispute) and allowed its core business to stagnate and its financial position to deteriorate to the point where the Company faced a risk of delisting and even potential bankruptcy.
Over the past year, FFGP has worked to successfully attract and identify investors to help stabilize the Company's position, at significant expense to its own economic and other rights and sought the appointment of directors and the hiring of executives focused on the best interests of shareholders and the future of the Company.
FFGP believes that the FFIE Special Committee investigation conducted by the former FFIE Board, including the findings and remediation plan were inadequate, misguided and inaccurate. Rather than serving the interests of FFIE shareholders, the investigation was used, without factual basis, to harm FFGP and individuals associated with FFGP. The investigation and resulting remediation plan and corporate decisions have caused disruption to the business of FFIE since the company went public.
The signing of the Shareholder Agreement signifies not only the end of a protracted, costly and unnecessary dispute but also the start of a promising new phase for the Company. FFGP believes, by securing FFGP's continued engagement with and contribution to the Company as the founding and key management team members, it will allow the Company to continue to build on its recently achieved promising developments, including the reorganization of the Board, the appointment of a new management team, the crucial financing obtained with the assistance of FFGP, and the progress made in developing the Company's business in both the US and China. This has led to what FFGP believes to be a positive development trajectory for FF's various businesses and ended the turmoil in FFIE's governance since its listing. FFGP feels that it and its partners, including current and former core executives of the Company, have the proven commitments to and key knowledge regarding the Company, and will provide the crucial support and guidance for the Company to help it to achieve its short, medium and long-term goals and be successful.
The Shareholder Agreement is a major benefit to FFIE's global business development and future financing
The Shareholder Agreement and changes to the governance structure also play a significant role in implementing FF's global business strategy. Under the Framework Agreement between FFIE and Huanggang City, both parties will collaborate to achieve mutual benefit and common development by leveraging their respective advantages in areas such as investment, technological innovation, industrial transformation, location and policy. Huanggang will support FF's business ventures in the city, including financial and policy support, and actively assist with deploying relevant resources and the industrial layout in the city. Faraday Future plans to relocate its China headquarters to Huanggang City while maintaining its global headquarters in Los Angeles, California. The Huanggang Government guide fund, industrial fund and FF will jointly fund the China headquarters.
FFGP believes that the governance model reflected in the Shareholder Agreement aligns with industry best practices, such as the Alibaba Partnership model, and will help promote and maximize the interests of FFIE shareholders, investors, employees, suppliers and external partners. This structure has been endorsed by major shareholders of and investors in FFIE, including potential new FFIE investors. FFGP also believes that this model will help accelerate the financing progress of FFIE and help in the production of the FF 91 Futurist.
"We are pleased that FFIE has completed the adjustment to its governance structure. This makes us confident in the stabilization of the Company, mass production of the FF 91 Futurist and the long-term success of FF", said FFGP President, Jerry Wang.
FF Global Partners is comprised of dozens of core management members of FF from various professional fields such as AI, internet, IT, and the automotive industry who share the same vision and values and are also referred to as a "Futurist Alliance." Our governance structure is modeled after the Alibaba Partnership, where all partners share in entrepreneurship, ownership, risks, governance, and decision-making for FF. This approach has been a proven industry best practice and has given FF a unique competitive advantage, particularly in company culture, governance structure, and talent system. All partners represent the best interests of the company.
NO OFFER OR SOLICITATION
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This communication is not a solicitation of proxies in connection with any matter to be voted upon by stockholders.
FORWARD LOOKING STATEMENTS
This press release includes "forward looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," ""future," "propose", "potential" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of FF Top, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the Company's ability to satisfy the conditions precedent and close on the various financings referred to in this press release, the failure of any which could result in the Company seeking protection under the Bankruptcy Code; the failure of the conditions to the full implementation of FF Top's governance agreement with the Company to be satisfied and other factors. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and FF Top does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Media Contact
Stephen Rice, stephen.rice@ffglobalpartners.com
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