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Mobile Infrastructure Corporation (The Parking REIT) to Merge and List on NYSE

New York Stock Exchange Building on Wall Street with American Flag draped across the front

Mobile Infrastructure Corporation, a former non-traded real estate investment trust known as The Parking REIT Inc., announced that it entered into a definitive business combination agreement with Fifth Wall Acquisition Corporation III, a special purpose acquisition company sponsored by an affiliate of Fifth Wall.

Upon the closing of this transaction, the combined company expects to be publicly traded on the New York Stock Exchange under the ticker “BEEP.”

Founded in 2015, Mobile Infrastructure’s portfolio currently includes 44 parking facilities in 22 markets.

“Today marks an important step in our path towards creating a next-generation publicly-listed parking platform,” said Manuel Chavez, chief executive officer and chairman of Mobile Infrastructure. “Fifth Wall’s vast expertise bridging the gap between analog businesses and technologies, combined with their network of limited partners who represent the world’s top real estate owners and operators, make them an integral partner in our next growth phase.”

The business combination values the combined company at a post-money equity valuation of approximately $550 million, assuming no public shareholders of Fifth Wall Acquisition exercise their redemption rights.

The combined company is expected to have up to approximately $276 million in cash at closing, including $275 million of cash held in Fifth Wall Acquisition from its initial public offering on May 27, 2021 (assuming no redemptions by Fifth Wall Acquisition’s public shareholders and prior to the payment of transaction expenses). The transaction is further supported by a $10 million private investment from No Street Capital, an existing Mobile Infrastructure shareholder.

Fifth Wall Acquisition’s sponsor has agreed to defer a portion of its founder shares in an earn-out with vesting at significant premiums to Fifth Wall Acquisition’s current share price, while Mobile Infrastructure’s chief executive officer has elected to receive 100% of his 2023 compensation in stock. In addition, a portion of the Fifth Wall Acquisition sponsor’s founder shares will be cancelled for no consideration. The combined company will have significant insider ownership, and Mobile Infrastructure’s existing investors are rolling 100% of their equity in the transaction. Additionally, no special purpose acquisition company warrants have been issued.

The transaction has been unanimously approved by the boards of directors of both Mobile Infrastructure and Fifth Wall Acquisition and is expected to close in the second quarter of 2023.

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