Transaction Overview
The transaction implies a pro forma enterprise valuation for Bird of $2.3 billion. The business combination agreement contemplates that existing Bird shareholders will roll-over and retain 100% of their existing equity, owning approximately 82% of the combined company’s pro forma equity (assuming no redemptions by Switchback’s existing shareholders).
The transaction will enable the combined entity to retain net proceeds of up to $428 million of cash following the closing (assuming no redemptions by Switchback’s existing shareholders) to fund operations and growth initiatives and for general corporate purposes. Aggregate funding combines Switchback’s $316 million cash-in-trust and $160 million of private placement proceeds, which have been fully committed by Fidelity Management & Research Company LLC and other investors, and Bird’s access to a $40 million asset financing facility with Apollo Investment Corporation and MidCap Financial Trust.
The transaction, which has been unanimously approved by the Boards of Directors from both Bird and Switchback, is subject to approval by Switchback’s shareholders, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction, and satisfaction of other customary closing conditions. The transaction is expected to close in the third calendar quarter of 2021.
Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Switchback with the SEC and will be available at www.sec.gov.
Credit Suisse Securities (USA) LLC (“Credit Suisse”) is acting as exclusive financial and capital markets advisor to Bird. Goldman Sachs & Co. LLC (“Goldman Sachs”) is acting as exclusive financial advisor to Switchback. Latham & Watkins LLP is acting as legal advisor to Bird and Vinson & Elkins L.L.P. is acting as legal advisor to Switchback.
Credit Suisse and Goldman Sachs are acting as co-lead placement agents on the private placement.
Investor Conference Call Information: Bird and Switchback will host a joint investor conference call to discuss the proposed transaction Wednesday, May 12, 2021 at 9:00 AM ET. Interested parties may listen to the prepared remarks via telephone by dialing (855) 327-6837 or (631) 891-4304 if calling internationally. Please reference Conference ID 10014571 when prompted.
The conference call webcast, a related investor presentation with more detailed information regarding the proposed transaction, and a transcript of the investor call will be available at bird.co/investor and https://swbk2.com/. The investor presentation will also be furnished today to the SEC, which can be viewed at the SEC’s website at www.sec.gov.
About Bird: Bird is an electric vehicle transportation company dedicated to bringing affordable, environmentally friendly transportation solutions to communities across the world. Today, it provides a fleet of shared electric scooters to riders in over 200 cities and makes its products available for purchase at www.bird.co and via leading retailers and distribution partners. Bird partners closely with the cities in which it operates to provide a reliable and affordable transportation option for people who live and work there. Founded in 2017 by transportation pioneer Travis VanderZanden, Bird is headquartered in Los Angeles, California, and is rapidly expanding. Follow Bird on Instagram (www.instagram.com/bird), on Twitter at @BirdRide, and find more information at www.bird.co.
About Switchback II Corporation: Switchback II Corporation was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Switchback focused its search for a target business in the broad energy transition or sustainability arena targeting industries that require innovative solutions to decarbonize in order to meet critical emission reduction objectives.
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed business combination, Switchback and Bird Global, Inc., a Delaware corporation and wholly owned subsidiary of Bird (“Bird Global”) will file a registration statement on Form S-4 (the “Form S-4”) with the SEC. The Form S-4 will include a proxy statement of Switchback and prospectus of Bird Global. Additionally, Switchback and Bird Global will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. Security holders of Switchback are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.