Full Press Release Details
BLADE TO BE LISTED ON NASDAQ, CREATING
THE ONLY PUBLICLY TRADED
GLOBAL URBAN AIR MOBILITY COMPANY
New York, NY (December 15, 2020) - Blade Urban
Air Mobility, Inc. ("Blade" or the "Company"), a technology-powered air mobility company, announced today
that it will become publicly listed in order to bolster Blade's growth trajectory within the rapidly growing urban air mobility
market and to accelerate its transition from conventional aircraft to eVTOL. Currently, more people fly helicopters in and out
of U.S. city centers via Blade than any other company in the world. Urban air mobility is expected to be a $125 billion market
by 2025 and grow to $650 billion over the next decade, according to Morgan Stanley Equity Research.
The Company and Experience Investment Corp. (NASDAQ: EXPC and
EXPCW), a NASDAQ listed special purpose acquisition company sponsored by an affiliate of KSL Capital Partners, signed a definitive
business combination agreement pursuant to which Blade will merge into a subsidiary of Experience Investment Corp. (which will
change its name to Blade Urban Air Mobility). Upon closing of the transaction, the combined operating company is expected to continue
to be listed on NASDAQ.
Blade provides consumers with a cost effective and time efficient
alternative to ground transportation for congested routes, predominantly within the Northeast United States and India.
The Company has developed exclusive passenger terminal infrastructure
in key markets, providing a competitive advantage in locations that are geographically constrained from adding additional heliports.
Additionally, leading brands partner with Blade to provide visibility of their products and services to the Company's passengers,
underscoring the brand recognition and reputation that Blade has developed.
Blade was specifically designed to be scalable and profitable
using conventional helicopters today, while poised to seamlessly transition to eVTOL as soon as those aircraft are ready for public
use, passing on lower operating costs to fliers and enabling a reduced noise footprint and zero carbon emissions for the communities
Blade operates in four key lines of business:
The Company expects to use proceeds from the transaction to
fund expansion into new markets, including the Northeast Corridor and West Coast in the United States, as well as internationally
in Asia. The Company will also pursue infrastructure acquisitions in these markets, resulting in improved unit economics for its
current business while enabling the Company's transition to eVTOL aircraft.
All leading aerospace OEMs, including Airbus, a Blade investor,
have deployed billions in the development of eVTOL aircraft. This new aerospace technology offers significant advantages to conventional
aircraft currently used by Blade. The Company's management believes eVTOL's combination of reduced noise, zero carbon
footprint and enhanced safety will serve as a catalyst to developing new vertiport infrastructure (landing zones with passenger
terminals) in cities across the globe.
1 While Blade offers flights between Manhattan and
all area airports, Blade's $195/seat product is currently paused due to the COVID-19 pandemic
Rob Wiesenthal, Founder and Chief Executive Officer of Blade,
commented, "Ground mobility has been radically transformed by software and battery technology, as evidenced by the rapid
adoption of electric vehicles. The next battle is in the air. This transaction provides the capital for Blade to profitably
expand its urban air mobility business using conventional rotorcraft today, while providing a seamless transition to eVTOL
Eric Affeldt, Chief Executive Officer and Chairman of Experience
Investment Corp., added, "Our deep investing expertise in aviation led us to evaluate dozens of potential opportunities,
of which none proved as compelling an investment opportunity as Blade. We believe Blade has successfully leveraged its first-mover
advantage in urban air mobility with proprietary customer-to-cockpit technology, strategic and exclusive passenger terminal infrastructure
as well as a loyal customer base to catalyze growth in the industry. They are well-positioned to fortify their business growth
through expansion to new markets, globally, as well as through investment in infrastructure to support new routes while accommodating
the future requirements of eVTOL. Additionally, KSL's portfolio company, Ross Aviation, which operates 17 FBOs in North
America, including in New York, Massachusetts, and California, may provide important partnership opportunities for Blade and Ross
Aviation to accommodate eVTOL routes, maintenance and charging stations in key markets."
Transaction Overview
Pursuant to the transaction, Experience Investment Corp., which
currently holds approximately $275 million cash in trust, will combine with Blade at an estimated $825 million pro forma equity
value. Assuming no redemptions by Experience Investment Corp. stockholders, Blade's equityholders immediately prior to closing
are expected to hold approximately 43.2% of the issued and outstanding shares of common stock of the combined company immediately
following the closing of the business combination.
The combined company's available cash will be funded
through a combination of Experience Investment Corp.'s cash in trust and a $125 million fully committed common stock PIPE
at $10.00 per share, including investment commitments from affiliates of Hedosophia, HG Vora Capital Management, KSL Capital Partners,
and David Geffen, as well as original investors Barry Diller, David Zaslav and Robert W. Pittman.
The boards of directors of both Blade and Experience Investment
Corp. have unanimously approved the proposed transaction. Completion of the proposed transaction is subject to approval of Experience
Investment Corp. and Blade's stockholders and other customary closing conditions, including a registration statement being
declared effective by the Securities and Exchange Commission. The transaction is expected to be completed in the first half of
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Experience
Investment Corp. today with the Securities and Exchange Commission and available at www.sec.gov.
Blade's existing shareholder base is comprised of strategic
business partners, institutional venture capital firms and leading private venture investors, including: Airbus, Lerer Hippeau,
Raine Ventures, LionTree Ventures, Barry Diller (Chairman, IAC Inc.), David Zaslav (CEO of Discovery, Inc.) and Eric Schmidt (former
CEO of Google). These existing shareholders will retain 100% of their equity in the combined company through the transaction.
Management and Board of Directors
Upon completion of the transaction, the combined company will
continue to be led by Mr. Wiesenthal as Chief Executive Officer. The senior management team will also include Will Heyburn, Chief
Financial Officer and Head of Corporate Development, Brandon Keene, Chief Technology Officer, and Melissa Tomkiel, General Counsel.
Upon completion of the transaction, the Board of Directors
is expected to include:
Credit Suisse is serving as the exclusive financial and capital
markets advisor to Blade. Deutsche Bank Securities is serving as lead capital markets and exclusive financial advisor to Experience
Investment Corp., with Citibank and J.P. Morgan acting as joint capital markets advisors. Credit Suisse and Deutsche Bank Securities
are also acting as lead placement agents on the private offering, with Citibank and J.P. Morgan acting as joint placement agents.
Proskauer Rose LLP is serving as legal advisor to Blade, and Simpson Thacher & Bartlett LLP is serving as legal advisor to
Experience Investment Corp.
Investor Conference Call
Blade and Experience Investment Corp. will host a joint investor
conference call to discuss the business and the proposed transaction today, December 15th, at 9:00 AM ET.
To listen to the conference call via telephone, dial 1-877-407-9039
or 1-201-689-8470 (international callers/U.S. toll) and enter the conference ID number 13714323. To listen to the webcast, please
click here. A replay of the call will be accessible at the webcast link.
For Blade investor relations website, visit www.flyblade.com/investors.
About Blade Urban Air Mobility
Blade is a technology-powered, global air mobility platform
committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested
ground routes in the U.S. and abroad.
For more information, visit www.flyblade.com.
About Experience Investment Corp.
Experience Investment Corp. is a special purpose acquisition
company sponsored by an affiliate of KSL Capital Partners and formed for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The sponsor is
an indirect portfolio company of KSL Capital Partners V, L.P. and its parallel funds and is controlled by KSL Capital Partners
About KSL Capital Partners
KSL Capital Partners, LLC is a private equity firm specializing