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Harley-Davidson’s Live Wire will go public via merger with PE-backed SPAC

Harley-Davidson said its electric-motorcycle division, LiveWire, will go public through a merger with a special purpose acquisition company in a deal valued at $1.77 billion.

Harley-Davidson said its electric-motorcycle division, LiveWire, will go public through a merger with a special purpose acquisition company in a deal valued at $1.77 billion. Harley-Davidson agreed to LiveWire’s combination with AEA-Bridges Impact Corp, a sustainability-focused SPAC sponsored by AEA Investors and Bridges Fund Management. The transaction will create a new business listed on the New York Stock Exchange under the symbol “LVW”.

PRESS RELEASE

LiveWire to Become the First Publicly Traded EV Motorcycle Company in the U.S. Through Merger with AEA-Bridges Impact Corp.

MILWAUKEE and NEW YORK and LONDON, Dec. 13, 2021 /PRNewswire/ — Harley-Davidson, Inc. (“Harley-Davidson”) (NYSE: HOG), the world’s most desirable motorcycle company, and AEA-Bridges Impact Corp. (“ABIC”) (NYSE: IMPX), a special purpose acquisition company with a dedicated sustainability focus, sponsored by executives of AEA Investors and Bridges Fund Management, today announced that they have entered into a definitive business combination agreement under which ABIC will combine with LiveWire (the “Company”), Harley-Davidson’s electric motorcycle division, to create a new publicly traded company. Its common stock is expected to be listed on the New York Stock Exchange under the symbol “LVW”.

LiveWire plans to redefine motorcycling as the industry-leading, all-electric motorcycle company, with a focus on the urban market and beyond. As a strong and desirable brand with growing global recognition, LiveWire plans to develop the technology of the future and to invest in the capabilities needed to lead the transformation of motorcycling. LiveWire will draw on its DNA as an agile disruptor from the lineage of Harley-Davidson, capitalizing on a decade of learnings in the EV sector and the iconic heritage of the most desirable motorcycle brand in the world.

Together, Harley-Davidson, ABIC and KYMCO, believe in the future of LiveWire as a dedicated electric brand with the ability to lead, grow and revolutionize the electric motorcycle industry and beyond.

LiveWire:
Building on a 10-year journey within Harley-Davidson and established as a separate division in 2019, LiveWire is an industry leading, all-electric motorcycle brand with a focus on the urban market, and a mission to pioneer the electric motorcycle space and beyond.
LiveWire will develop the technology of the future and will invest in the capabilities needed to lead the transformation of motorcycling.

As a pure-play EV brand with first-mover advantage, LiveWire has brand presence in North America and Europe, with planned expansion into additional markets including Asia.
LiveWire has a deep track record of R&D investments and a clearly defined strategy to capture increasing market share and consumer adoption in the growing two-wheel EV transition, following significant investment to date.

LiveWire has a compelling financial profile with a robust new product pipeline with breakthrough technology and features, and a clear path to attractive long-term profitability.
LiveWire will also include STACYC, the all-electric balance bikes for kids.

Strategic rationale:
LiveWire will benefit from its industry-leading strategic partners, leveraging Harley-Davidson and KYMCO’s engineering expertise, manufacturing footprint, distribution, supply chain infrastructure and global logistics capabilities.

LiveWire will be the first public EV motorcycle company in the U.S. with its products designed and developed in America.
LiveWire will expand its own product portfolio while focusing on the rapidly developing future of EV, ensuring that future technology is applicable to Harley-Davidson’s core segments.

EV is an integral part of The Hardwire, Harley-Davidson’s 2021-2025 strategic plan to achieve long-term profitable growth and shareholder value creation. The transaction provides the required focus and investment necessary to win in electric.

Transaction Overview:
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 (private investment in public equity).

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.

Jochen Zeitz, Chairman, President and CEO of Harley-Davidson, will be Chairman and serve as Acting CEO of LiveWire for up to two years following completion of the transaction. Ryan Morrissey will serve as President of LiveWire

LiveWire’s Board of Directors will include independent directors in addition to representation from Harley-Davidson and ABIC.

The net cash proceeds will be used to fund LiveWire’s strategic plan to accelerate its go-to-market strategy, invest in new product development, and enhance its global manufacturing and distribution capabilities.

Upon closing of the transaction, Harley-Davidson will retain an equity interest in the Company of approximately 74%, ABIC’s shareholders will own approximately 17%, and ABIC’s founders and KYMCO will own approximately 4% each*.

As the majority shareholder in LiveWire following the transaction, Harley-Davidson will continue to consolidate LiveWire’s results of operations for GAAP financial reporting purposes. LiveWire will be reported as a separate segment within Harley-Davidson’s financials with GAAP disclosures recognizing amounts attributable to the noncontrolling interests.

The transaction, which has been approved by the boards of directors of both Harley-Davidson and ABIC, is expected to close in the first half of 2022, and is subject to the approval of ABIC shareholders and other customary closing conditions.
Additional information about the proposed transaction, including a copy of the Business Combination Agreement and the investor presentation, will be provided in a Current Report on Form 8-K to be filed by AEA-Bridges Impact Corp. with the SEC and available at www.sec.gov.
*Assuming no redemptions by ABIC’s shareholders

Advisors
J.P. Morgan Securities LLC is serving as financial advisor to Harley-Davidson, and Latham & Watkins LLP is serving as legal counsel. Credit Suisse Securities (USA) LLC is serving as financial advisor and capital markets advisor to ABIC. Citigroup Global Markets Inc. is serving as capital markets advisor to ABIC. Kirkland & Ellis LLP is acting as legal counsel to ABIC.

About Harley-Davidson
Harley-Davidson, Inc. is the parent company of Harley-Davidson Motor Company and Harley-Davidson Financial Services. Our vision: Building our legend and leading our industry through innovation, evolution and emotion. Our mission: More than building machines, we stand for the timeless pursuit of adventure. Freedom for the soul. Our ambition is to maintain our place as the most desirable motorcycle brand in the world. Since 1903, Harley-Davidson has defined motorcycle culture by delivering a motorcycle lifestyle with distinctive and customizable motorcycles, experiences, motorcycle accessories, riding gear and apparel. Harley-Davidson Financial Services provides financing, insurance and other programs to help get riders on the road. www.harley-davidson.com.