Harley-Davidson and AEA-Bridges Impact Corp. (ABIC), a special purpose acquisition company (SPAC), have entered into a definitive business combination agreement under which ABIC will combine with LiveWire, Harley-Davidson’s electric motorcycle division (earlier post), 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”.

Today’s announcement is a historic milestone with LiveWire set to become the first publicly traded EV motorcycle company in the U.S. By building on Harley-Davidson’s 118-year lineage, LiveWire’s mission is to be the most desirable electric motorcycle brand in the world, leading the electrification of the sport. This transaction will give LiveWire the freedom to fund new product development and accelerate its go-to-market model. LiveWire will be able to operate as an agile and innovative public company while benefitting from the at-scale manufacturing and distribution capabilities of its strategic partners, Harley-Davidson and KYMCO.

—Jochen Zeitz, Chairman, President and CEO of Harley-Davidson

A decade in the making, LiveWire was established as a separate Harley-Davidson division in 2019. LiveWire will also include STACYC, the all-electric balance bikes for kids.

Strategic rationale for the move:

• LiveWire will benefit from its 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 US 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.

From the original LiveWire ONE, the company will move to System 2, or S2, platform to open somewhat lighter motorcycles matched to a number of segments. From there the company intends to scale down the architecture with the S3 platform before scaling up to S4.

ARROW—a proprietary scalable and modular EV system combining a motor, battery, inverter and on-board charger—is the foundation of the future product portfolio. Zeitz said that Harley developed the EV systems in-house to meet the unique needs of the motorcycle market, where spacial constraints and the impact of battery weight on handling are more important factors.

By controlling the IP on the motor, the battery pack and the power electronics, we can innovate faster without the concessions that come with third-party alternatives. With the simplicity of an EV powertrain and the benefits of a scalable, modular architecture, we are able to readily expand horizontally into new segments and vertically into heavier and lighter bikes. This approach means we get to market faster, with less bespoke engineering required for each incremental model.

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 $545 million in 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 non-controlling 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.