Livewire EV, LLC executed the preliminary non-binding term sheet to acquire AEA-Bridges Impact Corp. (NYSE:IMPX) from a group of shareholders in a reverse merger transaction for $1.7 billion on July 19, 2021. Livewire EV, LLC entered into a definitive business combination agreement to acquire AEA-Bridges Impact Corp. (NYSE:IMPX) from a group of shareholders in a reverse merger transaction on December 12, 2021. The consideration involves issue of 161 million shares and 12.5 million earnout shares, of the combined entity to the shareholders of Livewire EV, LLC. 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 including the Registration Statement being declared effective, Common Stock to be issued in connection with the Business Combination having been approved for listing on the New York Stock Exchange. The Board of Directors of Harley-Davidson approved the transaction. AEA-Bridges Impact Corp. Board unanimously recommends that Shareholders vote in favour of the proposal. As of February 23, 2022, The waiting period under the HSR Act expired. The business combination was officially approved at an extraordinary general meeting by ABIC stockholders on September 16, 2022. Upon completion of the business combination, the combined public company will operate as LiveWire Group, Inc. (“LiveWire”) and its common stock and warrants will begin trading on the New York Stock Exchange (“NYSE”) under the symbols “LVWR” and “LVWR WS. The transaction is expected to close in the first half of 2022. As of July 7, 2022, the transaction is expected to be completed by second half of 2022. Transaction is expected to be consummated on September 26, 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. Morrow & Co., LLC acted as the information agent and will receive a fee of $35,000 for its services. Mark Zimkind of Continental Stock Transfer & Trust Company acted as the transfer agent to AEA-Bridges. Maples and Calder (Cayman) acted as legal advisor to AEA-Bridges Impact Corp. KPMG LLP acted as accountant and due diligence provider to AEA-Bridges Impact. Derek Dostal, Corey M. Goodman, Matthew J. Bacal of Davis Polk advised several financial institutions in connection with this transaction.

Livewire EV, LLC completed the acquisition of AEA-Bridges Impact Corp. (NYSE:IMPX) from a group of shareholders in a reverse merger transaction on September 26, 2022.