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Shift Technologies, Inc.

Change Systems, Inc.

  • Expands the breadth and depth of Shift’s stock and include planet-course expertise to platform team

  • Signifies vital move in setting up out Shift’s vision of possessing each and every portion of the vehicle possession lifecycle

  • Change to launch supplier marketplace products in Q2

SAN FRANCISCO, March 15, 2022 (Globe NEWSWIRE) — Shift (Nasdaq: SFT), a foremost stop-to-conclusion car ecommerce system transforming the applied vehicle business with a technological know-how-driven, hassle-absolutely free buyer working experience, has entered a definitive agreement to acquire selected belongings of Truthful Technologies (“Fair”) for a mixture of income and shares of Shift’s Course A popular inventory.

Concurrently, Change entered into a motivation letter with SoftBank Team Corp. (“SoftBank Group”), whereby SoftBank Team has agreed to buy senior unsecured notes due in 2025, which will be employed to fund the acquisition.

“Shift and Fair share the similar goal: to simplify the made use of motor vehicle purchasing process and empower customers via the full lifecycle of car ownership,” mentioned George Arison, Shift’s Co-founder and CEO. “At Change, we have extensive envisioned building a electronic marketplace exactly where both equally sellers and independent sellers can listing their vehicles together with Shift’s owned stock, offering customers access to a higher variety of owned and 3rd-bash autos for a check generate or direct order — with all transactions fulfilled as a result of Shift’s proprietary logistics network.”

Arison added, “This acquisition is the initially action in setting up out our marketplace vision, enabling us to launch this new functionality in Q2 2022, somewhat than yrs from now. When introduced, the vendor marketplace will extend our stock assortment, speed up retail income expansion, and provide additional leverage on our advertising and marketing and brand name investments, between numerous other added benefits we foresee throughout the organization.”

More than the final 18 months, Fair’s globe-class engineering, merchandise and style and design group has been acquiring an on-line market system that allows customers to store a deep stock of vehicles from supplier companions, get permitted for financing from a community of in-platform lenders, and signal for the a person they want 100% digitally. Dealers can regulate the whole transaction through a proprietary digital onboarding platform, then effortlessly timetable an at residence shipping and delivery. The system is the perfect alternative for dealers to participate strategically in e-commerce, mature sector share and produce long-term relationships with consumers. Its technology, team and deeply proven vendor associations will enable Shift to accelerate its vision of getting the place marketplace for car or truck possession.

The acquisition of Fair’s group and engineering is expected to end result in noteworthy solution synergies and appreciably progress Shift’s technological innovation roadmap.

“Fair and Shift have really complementary cultures, and our platform and market healthy obviously into Shift’s working design and long-phrase vision,” explained Brad Stewart, Fair’s CEO. “Having overseen Fair’s transition from an app-dependent motor vehicle subscription assistance to a complete loan company-built-in e-commerce remedy, I have experienced the privilege of viewing the opportunity in digital automotive from all sides and am confident this acquisition will generate the scale, optionality, and tech-centered skills that are the vital to achievements in the marketplace. We’re thrilled to integrate with Change, make on their foundational toughness, and mix our competencies to innovate the automotive field altogether.”

Further facts about the new indebtedness
The notes will be senior unsecured obligations of Change, will bear fascination at a level of 6% for each calendar year, payable quarterly, with a a few-yr maturity.

The closing of the Reasonable acquisition and the acquire of notes are each subject matter to customary closing situations. The transactions are expected to near in the 2nd quarter of 2022.

Shift is advised by William Blair & Company as money advisor and Jenner & Block LLP as authorized counsel. Honest is recommended by Cohen & Business Funds Markets, a division of J.V.B. Money Team, as fiscal advisor and Young Conaway Stargatt and Taylor, LLP as lawful counsel. SoftBank Group is advised by Morrison & Foerster LLP as authorized counsel.

Shift will discuss the transactions and report its money final results for the fourth quarter and fiscal 12 months 2021, which ended December 31, 2021, all through a meeting call on Tuesday, March 15, 2022 at 5:00 p.m. ET (2 p.m. PT). Specifics of the conference simply call can be uncovered in the push release on Shift’s trader relations internet site.

Extra details on this transaction can be identified in the announcement products on Shift’s trader relations website.

About Change

Change is a leading finish-to-end automobile ecommerce platform reworking the employed automobile industry with a technologies-pushed, inconvenience-no cost customer practical experience. Shift’s mission is to make automobile acquire and possession simple — to make purchasing or offering a employed automobile enjoyment, reasonable, and accessible to everyone. Change delivers thorough, digital remedies through the automobile ownership lifecycle: discovering the suitable vehicle, possessing a take a look at travel brought to you before purchasing the car or truck, a seamless digitally-pushed order transaction like financing and automobile protection items, an efficient, electronic trade-in/sale transaction, and a vision to deliver higher-value support companies for the duration of car or truck ownership. For more data, go to The contents of our web-site are not included into this push launch.

Ahead-On the lookout Statements

This document contains “forward on the lookout statements” inside of the meaning of the “safe harbor” provisions of the United States Personal Securities Litigation Reform Act of 1995. Forward-wanting statements may possibly be determined by the use of words and phrases this sort of as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other identical expressions that predict or indicate upcoming situations or tendencies or that are not statements of historic issues. Such ahead on the lookout statements contain estimated economical data. These forward seeking statements with respect to revenues, earnings, performance, strategies, prospective customers and other aspects of Shift’s enterprise are dependent on recent anticipations that are matter to pitfalls and uncertainties. A number of elements could induce genuine outcomes or results to differ materially from all those indicated by these kinds of forward on the lookout statements. These aspects contain, but are not confined to: (1) Shift’s capacity to maintain its present-day price of progress, which may be impacted by, among the other things, level of competition, Shift’s means to increase and take care of development profitably, sustain interactions with consumers and suppliers and keep its administration and key staff (2) variations in relevant laws or polices (3) the possibility that Shift may perhaps be adversely afflicted by other financial, organization, and/or aggressive variables (4) the operational and fiscal outlook of Shift (5) the capacity for Shift to execute its progress tactic (6) Shift’s skill to purchase enough portions of autos at beautiful rates and (7) other threats and uncertainties indicated from time to time in other files submitted or to be filed with the SEC by Shift. You are cautioned not to position undue reliance upon any ahead-hunting statements, which converse only as of the date manufactured. Shift undertakes no motivation to update or revise the forward-seeking statements, whether as a result of new info, potential functions or normally, apart from as may perhaps be expected by legislation.

Investor Relations:
Drew Haroldson, The Blueshirt Group
[email protected]

Media Get hold of:
Coralyn Lee
[email protected]