POSTMODERN EDSEL

Chinese Tycoon Spent 8 Years, $3 Billion on EV That Went Unbuilt

Sean O'Kane
Thu, November 3, 2022 




(Bloomberg) -- The image arrived in Susan Swenson’s inbox on a Wednesday evening. Her corporate headshot had been crudely crossed out in digital red ink, and the word “Kill” was written in the bottom left corner. In the hours that followed, some of her colleagues received similar threats, including messages that referenced the recent assassination of former Japanese prime minister Shinzo Abe.

The menacing emails marked the apex of a months-long fight for control over Faraday Future Intelligent Electric Inc., a Los Angeles, California-based publicly traded electric vehicle startup that once billed itself as the next Tesla. In September, after the death threats, persistent pressure from Faraday’s largest shareholders, and a surprising cameo from property giant China Evergrande Group, Swenson, the executive chair, and three others agreed to leave Faraday’s board of directors in a sweeping restructuring.

While it’s not known who sent the death threats -- the company has referred them to the FBI -- some leaders inside Faraday believe they were inspired by the boardroom fight recently waged by its largest shareholders, including a group that is partially managed by the startup’s founder, exiled Chinese tycoon Jia Yueting. (The group, FF Global Partners, denies any involvement in the threats.) Bloomberg News spoke to three people familiar with the situation who were granted anonymity to discuss sensitive matters, and reviewed dozens of public regulatory and court filings for this story. Faraday Future did not respond to a list of questions.

Seven months ago, Faraday’s board sidelined Jia, who goes by YT, following an internal probe that examined his influence over day-to-day operations, as well as a series of loans employees made to the startup over the years. Now, he stands to benefit greatly from the impending board shakeup, which will be completed when Faraday holds its delayed annual meeting. He has been named an adviser to the board, and FF Global will have input on all six new members. As Faraday put it in a recent SEC filing, “YT Jia and FF Global have strengthened their already significant influence over the Company.”

But as YT reclaims power, it is over a company that’s under investigation by the US Securities and Exchange Commission in relation to the findings of the internal probe -- information the Department of Justice has inquired about, too, according to Faraday. The startup also needs money, fast. After burning through more than $3 billion since it launched eight years ago, Faraday reported just $27 million in cash on Oct. 25th, and says it needs millions more if it hopes to finally ship its elusive SUV.

Debt Binge

YT ascended in China during the early 2010s, when a tsunami of cash flowed to founders with big visions. He started the “Netflix of China” and parlayed its success into a conglomerate called LeEco, which made everything from smartphones to Android-powered e-bikes. Its expansion was fueled by billions of dollars in debt, and YT personally guaranteed many of the loans. At one point, he pledged 97 percent of his shares in LeEco’s listed arm in exchange for nearly $2 billion, according to the New York Times.

Read more: Outspoken Billionaire Works to Salvage His Tech Empire in China

Meanwhile, Elon Musk was turning the auto industry on its head. Investors started placing big bets on finding the next Tesla Inc., and dozens of EV startups took root in China and the US. It was in this competitive environment that YT founded Faraday in California in 2014, betting he could beat Musk at his own game.

Eventually, LeEco crumbled under the weight of YT’s ambition. In 2017 it laid off hundreds of employees, abandoned a $2 billion acquisition of TV-maker Vizio, Inc., and halted a US expansion. Chinese creditors started pursuing LeEco, and YT. The tycoon landed on a government debtor blacklist and had some assets frozen. So he moved to the US and hunkered down with Faraday.

YT’s connection to Faraday was initially hard to discern. The company had no publicly named CEO, and early executives declined to say where the money came from. According to court filings, it was coming through YT -- some $900 million or so over its first few years. He spent much of it hoovering up talent from the likes of Tesla and General Motors Co. -- including a large swath of the team that created the EV1, the Detroit automaker’s first attempt at a mass-market EV.

Custody Battles

Faraday struggled to meet YT’s ambitions. He wanted an ultra-luxe EV packed with fancy technology. But by late 2017, months after revealing its first prototype, the company was running out of cash.

YT brought in a pair of former BMW executives, but when they proposed filing for Chapter 11 protection, the tycoon bucked. A restructuring would have jeopardized his control of the company, according to a person familiar with the matter, so he resisted. The executives resigned, and Faraday accused them of “dereliction of duty.”

At the end of 2017 YT found an unlikely savior in China Evergrande Group, which pledged to inject up to $2 billion into Faraday in exchange for a 45% stake. YT also officially took over as CEO. Faraday spent the first $800 million ahead of schedule. Evergrande agreed to advance another $700 million in mid-2018, according to filings from a Hong Kong arbitration case between the two companies, but on the condition that YT step aside and sacrifice his ownership.

Read more: The Chinese Developer That Reckons It Can Take on Tesla

YT obliged -- at least on paper. He transferred his stake to the daughter of a Faraday vice president, which the Chinese property giant argued was not far enough. The new money never came, and in late 2018 YT and Faraday sued Evergrande in US court, claiming the property giant was “deliberately starving” the EV startup. Evergrande accused YT of “acting as a shadow director controlling or directing the decisions of directors closely associated with him.” The property giant did not respond to a request for comment.

Faraday had to furlough and lay off hundreds of employees, and suppliers hounded the startup with lawsuits. Nick Sampson, a former Tesla executive and Faraday co-founder, walked away. “The company is effectively insolvent,” he said in his resignation letter.

On the final day of 2018, Faraday and Evergrande struck a truce. Evergrande agreed to reduce its stake to roughly 33%, and allowed Faraday to seek other investors. The property giant gave Faraday a $10 million bridge loan, and YT’s startup survived with him at the helm.

Creative Fundraising

These bitter disputes -- each centered around YT’s control of the company -- made it hard for Faraday to raise money. In 2019, the company made some moves that appeared to dilute the founder’s power: it set up a management group called FF Global Partners, that received a chunk of YT’s ownership. (It now owns around 30% of Faraday.) YT was also replaced as CEO by a different former BMW executive, Carsten Breitfeld.

By October, YT filed for personal bankruptcy in the US to settle billions of LeEco debt he’d guaranteed. Creditors exchanged their claims for slices of a trust that owned Faraday Future shares, allowing some repayment if the startup was acquired or went public -- giving many of YT’s foes a tangible interest in his company’s success.

What kept Faraday afloat during all of this was a series of more than a dozen loans made to the company by employees or parties related to YT, according to SEC filings.

In April 2019, the company received a $9 million loan from an employee in Faraday’s Global Capital Markets department, funded by Ocean View Drive, Inc., a California corporation YT established in 2014 in order to buy three mansions on the Pacific coastline. (YT no longer controls it, according to Faraday’s SEC filings, though the current owner is the spouse of his nephew, Ruokun Jia, who also worked at Faraday.) In July, another employee from the same department loaned Faraday $16.5 million. That loan was funded by FF Global Partners LLC, whose members borrowed the money from a Delaware LLC called “Dream Sunrise,” which in turn borrowed its funding from an LLC owned by Ruokun Jia’s spouse.

Asked about these loans, a spokesperson for FF Global said Faraday was “unable to obtain significant third-party financing” at the time, and so it instead had to rely on “numerous smaller-scale financings that YT Jia helped facilitate,” which the group said is a “typical financing approach for founder-led startups.”

“Over the past several years, YT Jia and FF Global Partners have rescued FFIE many times,” the spokesperson said.

Read more: EV Startups are Wilting in Harsh Light of Public Eye

Even after this series of multi-layered transactions, Faraday still needed a $9.2 million loan from the Paycheck Protection Program to ride out the pandemic downturn. With just $1.8 million in the bank at the end of the year, Faraday tapped into the sudden boom of special purpose acquisition company mergers, which helped turn peers like Nikola Corp, Canoo Inc., and Fisker Inc. into public companies. The startup partnered with a SPAC run by a New York City real estate investor, Jordan Vogel. Not only did he see promise in Faraday’s EV tech, according to two of the people familiar with the matter, but he was told -- and believed -- YT was no longer in control.

That deal came together in early 2021. By July, Faraday netted $1 billion and started trading on the Nasdaq, with institutional backing from Citadel Advisors, China’s largest private automaker Geely, and data company Palantir Technologies Inc. Breitfeld promised to start building the SUV within 12 months.

Board Fight

Vogel joined Faraday’s board following the merger, along with his brother Scott, and Swenson. Within three months the board opened a probe into YT, run by a special committee spearheaded by Swenson. The committee hired Kirkland & Ellis and forensic accounting firm Alvarez and Marsal to examine his interpersonal and financial influence on the company.

The committee concluded that senior managers had misled investors about how much day-to-day control YT maintained over Faraday, according to an April filing with the SEC. They also found senior managers did not properly disclose “certain relationships, arrangements, and transactions” involving YT. YT was officially sidelined and stripped of his executive status. Ruokun Jia was “terminated for conduct during the Special Committee’s investigation.” (Jia did not respond to a message seeking comment.)

Faraday has said that FF Global began pushing back on the disciplinary actions as far back as February. By June, FF Global started issuing public filings agitating to replace one of Faraday’s directors, Brian Krolicki. The public spillover disrupted a funding round with Citi, according to the people familiar, and in July, Faraday once again delayed the launch of its EV, saying it needed more money to start production.

Meanwhile, the company started getting peppered with emails from “self-described ‘employee whistleblowers’” that painted these members of the board as villains. A group of employees who work closely with YT circulated a letter, seen by Bloomberg, that claimed Swenson had “conducted a series of unfair and improper investigations and remediation to the company and its core executives.” Swenson, Krolicki, and the Vogels declined to comment for this story.

FF Global agrees, saying to Bloomberg News that the group “does not believe that the Special Committee investigation was performed fairly,” and that the probe “unfairly targeted for punishment people associated with FFGP.”

This fight culminated with FF Global suing Faraday in Delaware Chancery Court on Sept. 19, accusing the board of breaching its fiduciary duty. FF Global pushed for Swenson’s removal, and cited a key bit of leverage: that Evergrande, which still holds about 20.5% of Faraday following the 2021 merger, supported FF Global’s efforts to remake the board.

That’s when the death threats surfaced. Krolicki received a similar image to the one that arrived in Swenson’s inbox, and other directors including the Vogels were flooded with hateful messages in the days that followed.

Who’s the Boss

On Sept. 26, Faraday announced a truce. FF Global agreed to drop the lawsuit and arrange for roughly $100 million in near-term financing. In exchange, Swenson, Krolicki, and the Vogels agreed to leave the board at the next shareholder meeting. A week later, Swenson and the Vogels resigned early citing “threats and their fear that their continued association with the company might heighten the risk to themselves and their respective families,” according to Faraday. Krolicki resigned earlier this week.

Whenever that next shareholder meeting happens -- Faraday has yet to set a date -- the startup has agreed to completely overhaul the board from 10 members to just seven. FF Global will choose three. Three more will be chosen by a panel made up of Breitfeld, FF Global’s replacement for Swenson, and a current manager of FF Global. Breitfeld is also the seventh board member.

Breitfeld’s name didn’t come up much in FF Global’s battle for the board, and the people familiar with the fight say his alliances can be hard to parse. He was a manager of FF Global until this past May. He lived in one of the California mansions that used to be owned by YT. He has also been a force in pitch meetings, the people say, which is maybe why his contract -- set to expire in September -- was recently extended to March 2023. Breitfeld did not respond to a request for comment.

However instrumental Breitfeld has been to Faraday’s survival, or its failures, he has spent the last few years with YT looking over his shoulder -- literally, at times. In some meetings, one of the people recalled, as Breitfeld took his place at the head of a conference table, YT would pull a chair up next to him. The implication was clear, this person said. In good times, and especially in bad ones, this is always going to be YT’s company.