Mobile Infrastructure completes public listing following Fifth Wall merger

Mobile Infrastructure Corporation (BEEP) and Fifth Wall Acquisition Corp. III (FWAC) announced the completion of its business combination. The transaction valued the equity of Mobile at $15.00 per share versus its published 2022 Net Asset Value of $14.76 per share. Mobile Infrastructure Corporation’s common stock commenced trading on the New York Stock Exchange American under the ticker “BEEP” on August 28, 2023. Concurrent with Mobile Infrastructure’s public listing, a PIPE investment provided an additional $46 million of capital that will be used for deleveraging certain debt facilities and general corporate purposes. No Street Capital and its affiliates invested an additional $40 million through the PIPE.Other notable features of the merger structure were outlined in SEC filings, making this a unique transaction among SPAC targets. SPACs often have promote and warrant features that benefit the SPAC sponsors but create significant dilution to target shareholders. FWAC’s structure had no warrants, the majority of the SPAC’s promote shares have been cancelled, and it elected to align its remaining promote shares with management incentive programs, which trigger at prices significantly higher than the transaction closing price. Finally, to further align management with shareholders, the CEO and President have elected to receive the majority of their 2022 and 2023 compensation in equity. To maximize the company’s growth opportunities, Mobile Infrastructure has converted to an Up-C structure, which is unique in its ability to offer favorable tax treatment to parking asset sellers. An Up-C structure is comparable to an UPREIT structure often utilized by real estate investment trusts, allowing sellers to realize tax deferrals, while converting partnership units into common stock at a timing that is suitable for the seller.