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Graf Industrial & Velodyne Lidar Graf Industrial & Velodyne Lidar SPECIAL SITUATIONS ALERT Email [email protected] Report date July 6, 2020 CMP $20.53 Executive Summary: Ticker GRAF, GRAF.W, GRAF.U Graf Industrial Corp. (NYSE: GRAF), a special purpose acquisition company and Velodyne Lidar, Inc. Market cap $360M (“Velodyne” or “Company”), a world leader in lidar technology with 70% market share in 52W Hi/Lo $22.80-9.87 autonomous vehicles (AVs), announced an agreement to merge on July 2, 2020. At the close of 3M ADTV 460K the transaction, the Company will retain the Velodyne Lidar name and trade on New York Stock IPO date Oct 16, 2018 Exchange under the ticker symbol VLDR. Deadline Sep 30, 2020 IPO proceeds $244M SPAC background: Current unit Common + GRAF is a Houston-based special purpose acquisition company founded by CEO, James Graf and structure 3/4 Warrant Michael Dee, President and CFO, in partnership with Owl Creek. GRAF was incorporated in Shares issued 17.55M Delaware on June 26, 2018 and raised $225M in an initial public offering. Warrants issued • 38.5M • $11.50 strike, The Target Company: • Call at $18.00, 5-year term San Jose, CA based Velodyne provides real-time vision based on remote sensing technology called IPO Bankers EarlyBirdCapital, LiDAR (Light Detection and Ranging). LiDAR uses pulsed laser to measure variable distances and Oppenheimer, generates precise 3D information that allows machines to view their surroundings. Velodyne’s Ladenburg Thalmann, LiDAR-based smart vision solutions have been implemented in the automotive industry as well as I-Bankers non-automotive applications, such as last-mile delivery, autonomous mobile robots, unmanned aerial vehicles (UAVs), advanced security systems, and smart city initiatives. Velodyne has raised Target Velodyne Lidar, Inc. ~$250M from investors that include Nikon, Ford, Hyundai Mobis and Baidu. Target sector Autonomous vehicles Deal announced July 2, 2020 Proxy filed tbd The Transaction: Closing vote Q3 2020 As per merger filings, post-Closing, Velodyne is expected to have market capitalization of $1.8B Target EV $1.6B and initial enterprise value of $1.6B (2.3x estimated 2024 revenue of $680M). At this valuation, Cashout $50M existing Velodyne stockholders will hold 83% of the pro forma equity and receive up to $50M in Key closing Total cash ≥ $200M cash. The parties agreed to a $58.9M termination fee if Velodyne terminates the transaction. The conditions SPAC sponsor agreed to forfeit 3.5M founder shares and all the 14M private placement warrants. Committed $150M PIPE At Closing, the SPAC sponsor shall retain 2.5M founder shares (~42% of their initial promote financing including earnout shares). Transaction SPAC: Oppenheimer, Bankers EarlyBirdCapital Velodyne: BofA The Company will receive $150M of proceeds from a PIPE (of which ~$9M was invested by the Legal Counsel SPAC: White & Case SPAC sponsor) at a price of $10.00 per common share, along with $117M in cash held in trust Velodyne: Gunderson assuming no public shareholders of Graf exercise their redemption rights at closing. The Dettmer Stough transaction will result in a minimum of $192M cash to the balance sheet to fund growth, enhance Villeneuve Franklin & financial flexibility, and fund selective acquisition opportunities to further expand market Hachigian leadership. David Hall, Founder of Velodyne will continue as executive chairman along with CEO, Dr. Anand $25 Gopalan, CFO, Drew Hamer and Chief Marketing Officer Marta Hall. Current Velodyne GRAF shareholders, including David Hall and strategic investors Ford, Baidu, Nikon and Hyundai Mobis, $20 will retain an equity interest of >80% in the combined company. $15 Pro forma estimates, USD M Sources Uses $10 Seller rollover $1,472 Equity rollover $1,472 2-Jun 9-Jun 5-May 23-Jun 30-Jun 16-Jun SPAC trust cash $117 Cash to Sellers $50 12-May 19-May 26-May PIPE equity $150 Cash to balance sheet $200 Founder shares $24 Founder shares $24 Velodyne cash $8 Estimated fees and expenses $25 Total sources $1,771 Total uses $1,771 www.spacalpha.com Page 1 of 7 Balance Sheet Composition Shareholding Composition Shares, M 172.33 Shareholders Shares (M) % Share price $10.25 Seller rollover 143.6 83.5 Equity value 1,766 SPAC 11.5 6.7 Pro Forma Net Cash (200) Founder 2.3 1.3 Debt -- PIPE 15 8.5 Enterprise Value $1,566 Total 172.33 100.0 Earnout consideration Shares in M VWAP ≥ $15.00 (est. Value in $M) (20 out of 30 trading days within 6 months of IBC closing) Velodyne owners 2.00 ($30M) SPAC Founders 0.275 ($4M) Business Overview: 1. Company History & Management: • David Hall is the Founder and Executive Chairman of Velodyne, the inventor of surround (3D) LiDAR technology and introduced the HDL-64 Solid-State Hybrid LiDAR sensor in 2005 to give autonomous vehicles real-time 360º vision. • In 2007, Velodyne technology was used by 5 out of 6 contestants in a driverless car race sponsored by Defense Advanced Research Projects Agency – the winning and second place teams both used a Velodyne system. • Soon thereafter, the Company began world’s first commercial production of real-time 3D LiDAR Technology and established global sales and mass scale manufacturing in 2007. • In 2015, Velodyne became independent from Velodyne Acoustics. Its product range includes a broad range of sensing solutions, including the cost-effective Puck™, the versatile Ultra Puck™, the autonomy-advancing Alpha Prime™, the Advanced Driver Assistance Systems (ADAS)-optimized Velarray™ and the software for driver assistance, Vella™ • Dr. Anand Gopalan, its current CEO, previously served as Velodyne’s CTO and as VP of Engineering at Rambus, where he oversaw chip and IP development activities for the Memory and Interfaced Division. He received a PhD in Electrical engineering and Microsystems Engineering from the Rochester Institute of Technology. • In Aug 2016, completed a $150M investment from co-investors Ford Motor Company (NYSE: F) (“Ford”) and Baidu, Inc. (Nasdaq: BIDU) (“Baidu”). • Velodyne was Automotive News PACE Award winner in 2019, the only LiDAR provider to win the award, which distinguishes automotive suppliers for superior innovation, technological advancement, and business performance. • Acquired Mapper.ai with 25 engineers in 2019 and will introduce Auto Pilot, Collision Avoidance, Pedestrian Automotive Emergency Braking, and other functionalities in 2020. www.spacalpha.com Page 2 of 7 2. Commercial Analysis: • The automotive LiDAR market is estimated to rise to $28 billion by 2032. The rising adoption of LiDAR systems in UAVs, increasing adoption of LiDAR in engineering and construction applications, use of LiDAR in geographical information systems (GIS) applications are among the factors driving the growth of the LiDAR market. • Velodyne addresses a $7B+ cumulative revenue opportunity in the 2020 – 2025 period based on multi-year commercial demands from customers; this estimate is inclusive of signed and awarded contracts and current additional pipeline. The Company has 300+ customers and has booked $500M+ in revenue since inception. It projects revenue of about $100M in 2020 and expects it to increase to $680M in 2024 through contracts of which 50-70% have been already contracted. This represents a revenue CAGR of 60%. The Company expects to apply its technology to serve a range of industries such as delivery, RoboTaxies, ADAS, Shuttles, Mapping, Robotics and SmartCities. 3. Product Portfolio: Velodyne’s product line includes a broad range of sensing solutions that differ in size and application: • HDL-32E: Compact, lightweight sensor is available for applications in drones/unmanned AVs • VLP-16 LiDAR Puck: 16-channel LiDAR sensor that is substantially smaller and less expensive than previous generation sensors. • Velodyne Puck 32MR™: A sensor that produces a point cloud with minimal noise and the ability to detect low reflectivity objects at a range of 120 meters. Accurately detects crosswalks, curbs and obstacles in warehouse aisles for safe and efficient navigation in roadway, commercial and industrial settings. • Ultra Puck™: Sensor provides a full 360-degree environmental view to deliver accurate real- time 3D data and has applications in robotics, mapping, security, driver assistance, and autonomous navigation. www.spacalpha.com Page 3 of 7 • Alpha Prime™: Uses surround view technology to deliver functionalities such as perception, field-of-view and range for autonomous markets including transportation, trucking and robotics. • Velarray™: Sensor with a small, embeddable form factor that allows automakers to create superior ADAS and address edge-cases for current approaches, including curvy roads, potholes, intersections, on/off ramps, residential areas and roadways with unclear lane markings. • VelaBit™: Velodyne’s smallest mid-range lidar sensor is highly configurable for specialized use cases and can be embedded almost anywhere within vehicles, robots, UAVs, and infrastructure. • VelaDome™: High resolution close-range sensing combined with small form factor for use in mounting and styling options. With 180° x 180° FoV and the ability to detect objects as close as 0.1m, the sensor’s near-field detection and high-density image satisfies a range of automotive applications, including blind spot monitoring. • VellaTM: Advanced driver assistance software that builds upon the directional view Velarray sensor. Provide functionality such as lane keeping assist, automatic emergency braking and adaptive cruise control. 4. Manufacturing facilities: The Company expects to meet demand for its LiDAR sensors to expand
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