Special-purpose acquisition companies have been all the rage during the pandemic, a way for electric vehicle companies like Nikola and Fisker to go public without going through a traditional initial public offering process, which critics say is because those companies simply wouldn’t weather the scrutiny of a regular IPO process. You can soon count Harley-Davidson’s LiveWire among them.
LiveWire is the name of Harley’s flagship electric motorcycle, though Harley said Monday it is also the name of a new company that it will form and take public, spinning off Harley’s electric division. LiveWire will merge with AEA-Bridges Impact Corp, and the stock of the combined companies will be traded on the New York Stock Exchange, according to The Wall Street Journal. The stock symbol will be LVW, according to Harley. The deal is valued at $1.77 billion.
Not a whole lot will change in the near-term, though some money is changing hands. From Harley:
- 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.
Harley, er, LiveWire, makes e-bikes beyond the LiveWire, which is smart, given that e-bikes are trendy, and I suspect that LiveWire will also eventually make some electric motorcycles that are cheaper and lighter than the LiveWire itself, which was also the plan before. More than anything, though, this seems like an admission from Harley that the Harley-Davidson brand is too hopelessly entwined with baby boomers to be much use when it comes to selling electric motorcycles.
Also, Harley wouldn’t mind if you purchased some of LiveWire’s stock, but, still, it is too bad Harley doesn’t see a future in itself for electric motorcycles, since throughout Harley’s history it has made a stunning variety of vehicles, and I’d hoped LiveWire would be a continuation of that.