Announcement • Dec 15
Livewire EV, LLC entered into a definitive business combination agreement to acquire AEA-Bridges Impact Corp. (NYSE:IMPX) from Bridges Fund Management, AEA Investors LP and others in a reverse merger transaction.
Livewire EV, LLC entered into a definitive business combination agreement to acquire AEA-Bridges Impact Corp. (NYSE:IMPX) from Bridges Fund Management, AEA Investors LP and others in a reverse merger transaction on December 12, 2021. Upon closing of the transaction, Harley-Davidson will retain an equity interest in AEA-Bridges Impact Corp of approximately 74%, ABIC’s shareholders will own approximately 17% and ABIC’s founders and KYMCO will own approximately 4% each. The combined company is expected to have an enterprise value of approximately $1.77 billion and post-money equity value of approximately $2.31 billion at closing. The transaction will be financed by ABIC’s $400 million cash held in trust, a $100 million investment from Harley-Davidson and a $100 million investment from KYMCO, through a PIPE.
LiveWire’s Board of Directors will include independent directors in addition to representation from Harley-Davidson and AEA-Bridges Impact Corp. Jochen Zeitz, Chairman, President and Chief Executive Officer of Harley-Davidson, will be Chairman and serve as acting Chief Executive Officer of LiveWire for up to two years following completion of the transaction. Ryan Morrissey will serve as President and Gina Goetter will serve as acting Chief Financial Officer of LiveWire while a search is conducted for a permanent Chief Financial Officer. Pursuant to transaction, LiveWire will become the first publicly listed electric Vehicle Motorcycle company in United States. Its common stock is expected to be listed on the New York Stock Exchange under the symbol “LVW”. The transaction is subject to approval of shareholders of AEA-Bridges Impact Corp. and other customary closing conditions. The Board of Directors of Harley-Davidson and ABIC approved the transaction. The transaction is expected to close in the first half of 2022.
Transaction net proceeds amounting to $545 million will fund LiveWire’s strategic plan to accelerate its go-to-market model, investment in new product development and enhance global manufacturing and distribution capabilities. J.P. Morgan Securities LLC acted as financial advisor and Ryan Maierson, Jason Morelli, Pardis Zomorodi, Julie Crisp, Jeffrey Tochner, Robert Blamires, Joel Mack, Joshua Marnitz, Eric Volkman, Michael Egge, Hector Armengod, Peter Todaro and Rita Mott of Latham & Watkins LLP acted as legal advisors to Harley-Davidson. Credit Suisse Securities (USA) LLC acted as financial advisor and capital markets advisor, Citigroup Global Markets Inc. acted as capital markets advisor and Joshua Kogan, P.C., Melissa D. Kalka, Christian O. Nagler, Wayne E. Williams, Sara B. Zablotney, P.C., Damien J. Rose, Matthew S. Lovell, P.C., Matthew C. Darch, Chris P. Kallos, P.C., Chris P. Kallos, P.C., Matt Nadworny, P.C., Kevin J. Wessel, Stephen M. Jacobson, P.C., R.D. Kohut and Matthew Antinossi of Kirkland & Ellis LLP acted as legal advisors to AEA-Bridges Impact Corp.
