Lordstown Motors and Foxconn Broaden Strategic Partnership

Foxconn to invest up to $170 million in Lordstown Motors

LORDSTOWN, Ohio – Lordstown Motors Corp. (LMC), an original equipment manufacturer of electric vehicles focused on the commercial fleet market, and Foxconn announced an agreement in which Foxconn agreed to make additional equity investments in LMC (collectively, the “Investment Transactions”) in the form of $70 million of LMC’s Class A common stock, $0.0001 par value per share (the “Common Stock”), and up to $100 million of a newly created Series A Convertible Preferred Stock, $0.0001 par value per share (the “Preferred Stock,” and together with the Common Stock, the “Securities”). Upon completion of the Investment Transactions, Foxconn is expected to hold all of LMC’s outstanding Preferred Stock and 18.3% of its Common Stock on a pro-forma basis, and will have the right to designate two members of LMC’s Board of Directors.

Lordstown Motors will use the proceeds from the sale of the Common Stock for general corporate purposes and the proceeds from the sale of the Preferred Stock to fund development and design activities for a new electric vehicle program in collaboration with Foxconn (the “EV Program”). The $100 million direct Preferred Stock investment replaces the joint venture funding previously announced by Foxconn and Lordstown.

Pursuant to the agreements governing the Investment Transactions, at an initial closing expected to be held on or about November 22, 2022 (the “Initial Closing”), subject to customary conditions, Foxconn will purchase an aggregate of approximately 12.9 million shares of Common Stock at a purchase price of $1.76 per share, resulting in total proceeds of $22.7 million, and 300,000 shares of Preferred Stock at a purchase price of $100 per share, resulting in total proceeds of $30 million. The remaining shares of Preferred Stock will be purchased by Foxconn based on achieving certain EV Program funding milestones to be agreed upon by the parties. Following receipt of applicable regulatory approvals, including a review by the Committee on Foreign Investment in the United States (“CFIUS”), and subject to other customary conditions, Foxconn will purchase an additional 26.9 million shares of Common Stock at a purchase price of $1.76 per share, resulting in total proceeds of approximately $47.3 million (the “Subsequent Common Closing”). Pursuant to the transaction agreements, Foxconn has also been granted the right to participate in future equity offerings by LMC to prevent the dilution of its ownership interest.

Lordstown Motors and Foxconn Broaden Strategic Partnership

The agreements governing the Investment Transactions provide, among other things, that:

  • Conversion Rights and Limitations: Upon certain terms and conditions, Foxconn can convert the Preferred Stock into shares of Common Stock and LMC can force a conversion of the Preferred Stock into shares of Common Stock, in each case, at a conversion price of $1.936, subject to customary adjustments. Conversion of the Preferred Stock is subject to the following ownership limitations (the “Ownership Limitations”): the Preferred Stock cannot be converted if Foxconn would own in excess of 9.99% of LMC’s outstanding Common Stock at any time prior to CFIUS clearance and the Subsequent Common Closing, or 19.99% of LMC’s outstanding Common Stock at any time prior to LMC obtaining stockholder approval.
  • Voting Rights and Limitations: The Preferred Stock is generally entitled to vote with the Common Stock as a single class on an as-converted basis. However, Foxconn is not entitled to vote its Preferred Stock to the extent that Foxconn would have the right to vote in respect of its Common Stock, Preferred Stock, or other capital stock an amount that would exceed the Ownership Limitations.
  • Standstill: Until at least December 31, 2024, without approval of LMC’s Board of Directors, Foxconn is prohibited from acquiring any equity securities of LMC if after any such acquisition Foxconn and its affiliates would own in excess of the following amounts of LMC’s voting stock:
    • 9.99%, at any time prior to CFIUS clearance and the Subsequent Common Closing;
    • 19.99%, at any time prior to LMC obtaining stockholder approval; and
    • 24%, at all times following the Subsequent Common Closing and after receipt of the requisite stockholder approval.
  • Board Representation: Foxconn will have the right to appoint two designees to LMC’s Board of Directors after receiving CFIUS clearance and consummation of the Subsequent Common Closing. Foxconn will relinquish its Board seats if it does not maintain a certain level of ownership of LMC’s capital stock.
  • Voting Agreement: Until at least December 31, 2024, Foxconn has agreed to vote all of its shares of Common Stock and Preferred Stock (to the extent then entitled to vote) in favor of each director recommended by the Board and in accordance with any recommendation of the Board on all other proposals (other than any action related to any merger or business combination or other change of control transaction or sale of assets).
  • Participation Rights: Following the Subsequent Common Closing, other than with respect to certain excluded issuances, Foxconn has the right to participate in securities offerings proposed to be made by LMC, provided, that LMC is not required to sell Foxconn securities if LMC would be required to obtain stockholder approval under any applicable law or regulation.
  • Termination of Existing JV Arrangement: LMC and Foxconn have agreed to terminate the existing joint venture arrangement between Lordstown EV Corporation and Foxconn EV Technology, Inc. The EV Program and future vehicle development are expected to take place within LMC.

Daniel Ninivaggi, Executive Chairman of Lordstown Motor Corp. commented, “Since announcing our first transaction with Foxconn more than a year ago, it has been our objective to develop a broad strategic partnership that leverages the capabilities of both companies. Foxconn’s latest investment is another step in that direction. Our Board of Directors and management team strongly believe that deep collaboration with the Foxconn EV ecosystem, including the Mobility-in-Harmony (MIH) open-source platform, offers tremendous opportunities to meet our mutual ambition to accelerate EV adoption globally. I look forward to welcoming Foxconn representatives to our Board and exploring other ways to deepen our partnership.”

Edward Hightower, CEO and President of LMC commented: “Over the last year, the LMC and Foxconn teams have worked collaboratively to bring the Endurance into commercial production, despite numerous external challenges. We acknowledge and appreciate the confidence in our team that is shown by this investment. The combination of LMC’s experienced vehicle development team, Foxconn’s growing EV ecosystem, the MIH platform, and our asset-light business model will allow us to bring great EVs to market faster and more efficiently.”

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