Case KG Doc 289 Filed 01/01/14 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 289 Filed 01/01/14 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) FISKER AUTOMOTIVE HOLDINGS, INC., et al., 1 ) Case No (KG) ) Debtors. ) (Jointly Administered) ) DECLARATION OF HUGH E. SAWYER I, Hugh E. Sawyer, hereby declare that the following is true to the best of my knowledge, information, and belief: 1. I am a Managing Director of Huron Consulting Group, a multi-disciplined publicly-traded consulting firm with practices in several areas, including bankruptcy and financial restructuring services for public and private companies, lenders, creditors, equityholders, and impartial constituents (such as trustees and examiners) in diverse industries. I am over the age of 18 and competent to testify and make this declaration (this Declaration ) I have more than 30 years of experience leading turnarounds, bankruptcies, operational improvement, and mergers and acquisitions. In that time, I have served as the President or Chief Executive Officer ( CEO ) of seven companies as well as in various board member roles both in and out of bankruptcy. Such companies include, to name a few, Hines Horticulture, Inc. (Director); Allied Holdings, Inc. (President and CEO); Aegis Communications 1 The Debtors, together with the last four digits of each Debtor s federal tax identification number, are: Fisker Automotive Holdings, Inc. (9678); and Fisker Automotive, Inc. (9075). For the purpose of these chapter 11 cases, the service address for the Debtors is: 3080 Airway Avenue, Costa Mesa, California Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

2 Case KG Doc 289 Filed 01/01/14 Page 2 of 6 Group, Inc. (President and CEO); Edison Mission Energy (Director); Neff Equipment Rental Corporation (Director); and National Linen Service, Inc. (President and CEO). 3. Fisker engaged Huron Consulting Services L.L.C. ( Huron ) in January 2013 at which time I was approved as the Debtor s Chief Administrative Officer. I was subsequently approved as the Debtor s Chief Restructuring Officer in March Huron generally was engaged to, among other things, support the Debtor s ongoing efforts to preserve liquidity, develop contingency plans around Fisker s restructuring efforts, and to facilitate negotiations with stakeholders such as the Department of Energy ( DOE ). I served as Fisker s Chief Restructuring Officer until November 6, In my capacity as the former Chief Administrative Officer and Chief Restructuring Officer, I am generally familiar with Fisker s day-to-day operations, business and financial affairs, books and records, and company history, during my tenure with the Debtors. Except as otherwise indicated herein, all facts set forth in this Affidavit are based on my personal knowledge of Fisker s operations and finances, information gathered from my review of relevant documents, and information supplied to me by other members of Fisker s management and Fisker s advisors. If called upon to testify, I could and would competently testify to the facts set forth herein on that basis. 5. In July 2012, Fisker discontinued its automotive manufacturing operations and for all intents and purposes, ceased being a manufacturing company. At no point did the Debtors actively engage in manufacturing operations during my tenure as an officer. Rather, Fisker s activities were primarily focused on hybrid electric technology, engineering, vehicle design, research, and as a product development company. And although its operations have undergone 2

3 Case KG Doc 289 Filed 01/01/14 Page 3 of 6 several evolutionary phases, substantially due to liquidity constraints, at no point did its business entirely cease. 6. During my tenure at Fisker from January 2013 until April 5, 2013, Fisker maintained the core capabilities of an Original Equipment Manufacturer ( OEM ) apart from active vehicle assembly which had been discontinued. Such operations included, inter alia, design, development, engineering, sales and marketing, hybrid electric technology, finance and accounting, information technology, human resources, purchasing, vehicle sales, service parts sales, supply chain management and maintenance of the Company s non-operational Delaware plant. These components remained active, in part, to support Fisker s global strategic sales process which sought to attract and facilitate a sale transaction with a prospective purchaser interested in a potential turnkey capability. During this time, Fisker continued to believe that its value proposition relied in large part upon Fisker s ability to retain its workforce and therefore preserve Fisker s economic value and the ability to operate as a going concern. 7. By the end of March 2013, Fisker was out of cash and was left with no choice but to conduct a reduction in force. On April 5, 2013, Fisker eliminated 159 employees. Those employees, the bulk of whom worked at Fisker s Anaheim location, included a cross-section of positions (including managers, directors, executives, etc.) and roles (engineers, designers, technicians, etc.). This process was also carefully managed to maintain a core team of personnel so as to permit the Debtor to preserve economic value, maintain an operational platform and to continue efforts to attract a purchaser or investor. 8. After April 5, 2013, Fisker maintained 53 employees who continued to serve the company s core capabilities, including, inter alia, design, development, engineering, sales and marketing, hybrid electric technology, finance and accounting, information technology, human 3

4 Case KG Doc 289 Filed 01/01/14 Page 4 of 6 resources, purchasing, vehicle sales, service parts sales and supply chain management, and maintenance of the Company s non-operational Delaware plant, albeit with a skeleton crew. The remaining employees included engineers, designers, the Chief Executive Officer, the Chief Financial Officer, the Corporate Controller, the Vice President, Treasurer, Vice President of Human Resources, and the General Counsel among other key roles. Continued maintenance of these capabilities allowed Fisker to continue operations, preserve its enterprise value, and pursue a stalking horse transaction. A complete cessation of operations would have eliminated Fisker s prospective value and undermined Fisker s efforts to execute a sales transaction. 9. The remaining employees engaged in a variety of activities, including receiving and addressing inquiries from consumers, suppliers, dealers and regulators; developing and implementing software updates to meet the low CO2 emission requirements in the Netherlands; serving as a sub-contractor for engineering work for VIA Motors; providing reports to and meeting with the National Highway Traffic Safety Administration ( NHTSA ); generating revenue through its sales of service parts and used vehicles; working to preserve the value of collateral located across the globe; negotiating with insurance carriers, working with legal advisors to protect its intellectual property and trademarks and managing the Company s litigation risk. 10. In August 2013, the Debtors again took steps to reduce its headcount to a staff of approximately 21 persons, yet still retained sufficient employees to maintain its core capabilities and expertise in engineering, hybrid electric technology, information technology, vehicle sales, finance and accounting and maintenance of the Company s non-operational Delaware plant. 11. In fact, Fisker s co-founder Bernhard Koehler issued a new Vision and Mission statement for Fisker to lead the automotive industry into the next-generation of automobiles 4

5 Case KG Doc 289 Filed 01/01/14 Page 5 of 6 by utilizing [its] cutting edge expertise and years of experience in the field of HEV, PHEV and EV eco-friendly powertrain technology, with the focus on developing customized powertrain systems, fully integrated into [its] own cars and also applicable to OEM partner programs. (Sept. 18, 2013 Eml. from B. Koehler to H. Sawyer and J. Palacios (Ex. 1).) 12. Thus, from September 2013 through November 2013, the Debtor s engineering and development teams worked to implement Mr. Koehler s vision for the company, aimed at retaining its enterprise value and allowing for a successful auction of the Senior Loan. During this time frame, Debtors continued to employ personnel with capabilities in finance and accounting, engineering, hybrid electric technology, information technology, vehicle sales and maintenance of the Company s non-operational Delaware plant to support and maintain the company s operations. 13. Throughout my engagement, the Debtor continued to operate and maintain its business in certain reduced capacities despite actions to reduce staffing due to liquidity constraints. Fully ceasing all operations would have eliminated Fisker s enterprise value and undermined the company s ongoing sales processes. Although the Debtor discontinued automotive manufacturing operations in July 2012, it continued to generate revenue through the wholesale of Karma vehicles until approximately March 2013, sales of service parts and used vehicles and deployed its engineering and hybrid electric technology expertise in the development of its EV capabilities throughout my tenure at Fisker between January 2013 and November

6 Case KG Doc 289 Filed 01/01/14 Page 6 of 6 Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information, and belief. Dated: January 1, 2014 Respectfully submitted, /s/ Hugh E. Sawyer Hugh E. Sawyer 6

7 Case KG Doc Filed 01/01/14 Page 1 of 3 EXHIBIT 1

8 Case KG Doc Filed 01/01/14 Page 2 of 3 From: Bernhard Koehler [mailto:bkoehler@fiskerautomotive.com] Sent: Wednesday, September 18, :26 PM To: Hugh Sawyer; Joshua Palacios Subject: FW: vision and mission statement Best regards, Bernhard l<oehler Co-Founder & CEO of Europe & Middle East Fisker Automotive GmbH Daimlerstrasse 11a Zugang Uber Gutenbergstrasse GarchingiMunich Germany Tel: Fax: Mobile: mailto:bkoehler@fiskerautomotive.com NOTICE: This message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply and destroy all copies of the original message. Fisker Automotive GmbH Sitz I Head Office: MUnchen Handelsregister I Register of companies: MUnchen HRB GeschaftsfUhrung I Management: Bernhard l<tihler Please consider your environmental responsibility before printing this . DISCLAIMER: The information transmitted in this message and attachments, if any, may be attorney-client information, including privileged and confidential matter, and is intended only for the use of the individual or entity named above. Distribution to, or review by, unauthorized persons is strictly prohibited. All personal messages express views solely of the sender, which are not to be attributed to any organization. If you have received this transmission in error, immediately notify the sender and permanently delete this transmission including attachments.

9 Case KG Doc Filed 01/01/14 Page 3 of 3 Fisker Automotive new Vision and Mission statement Fisker Automotive is an American Automotive Technology company with a vision to lead the automotive industry into the next-generation of automobiles. We are utilizing our cutting edge expertise and years of experience in the field of HEV, PHEV and EV eco-friendly powertrain technology, with the focus on developing customized powertrain systems, fully integrated into our own cars and also applicable to OEM partner programs.