LOS ANGELES and DALLAS, May 12,
2021 /PRNewswire/ -- Bird Rides, Inc. ("Bird"), a
leader in shared short range environmentally friendly electric
transportation, and Switchback II Corporation (NYSE: SWBK)
("Switchback"), a publicly traded special purpose acquisition
company with a strategic focus on the energy transition sector,
announced today the signing of a definitive business
combination agreement that would make Bird a public company,
pending Switchback shareholder approval and satisfaction of other
customary closing conditions. At closing, anticipated in the third
quarter of 2021, the combined company will be named Bird Global,
Inc. and is expected to be listed on the New York Stock Exchange
(the "NYSE").
Travis VanderZanden, founder and
CEO of Bird, commented: "Bird was founded with the mission to
provide environmentally friendly transportation for everyone. Since
2017, we have driven adoption of micromobility which has resulted
in rapid growth. During this time, we have advanced our operating
model, supported by proprietary technology and hardware, to scale
our mission and reach more cities. This foundation has driven
our strong unit economics and delivered our successful track
record to date. As we look ahead, we intend to build upon our
market leadership and grow our business, which currently only
scratches the surface of the estimated $800
billion annual market opportunity for micromobility."
Jim Mutrie and Scott McNeill, Co-Chief Executive Officers and
Directors of Switchback, commented: "As a category creator for
the shared micromobility space, Bird has capitalized on its
first-mover advantage to address the significant market opportunity
while also providing an efficient and eco-friendly transportation
alternative. With its market leadership position, experienced and
innovative leadership team, compelling current revenues and
business model, along with identified levers for growth, Bird
satisfies all the investment criteria we were seeking and we are
pleased to announce the definitive agreement for this
combination."
Bird Investment Highlights:
- Addressing the estimated $800
billion annual market opportunity, Bird established a market
leadership position as one of the first companies to develop a
robust business targeting shared electric micromobility, leading
the creation of a new transportation category that is accessible,
eco-friendly, and reliable.
- Since its founding in 2017, Bird has rapidly expanded its
global footprint to over 200 cities worldwide, facilitating more
than 95 million rides to date.
- Under the leadership of its founder, Travis VanderZanden, and a highly experienced
management team, Bird possesses a demonstrable track record of
operating success and has generated compelling unit economics even
during the ongoing COVID-19 pandemic, due in part to its Fleet
Manager Program.
- Capital investment in continued vehicle innovation, operational
improvements, and global expansion efforts coupled with strong
tailwinds coming out of the COVID-19 pandemic, including favorable
regulatory changes, operating model improvements, and industry
consolidation, positions Bird to capitalize on its significant
growth opportunities with a scalable path to profitability.
- Strong balance sheet underpins Bird's attractive growth profile
with $667 million of pro forma cash
and cash equivalents, including $208
million raised as part of an April
2021 Senior Preferred Convertible equity offering led by
Bracket Capital, Sequoia Capital, and Valor Equity Partners, and
further supported by access to a $40
million fully committed vehicle financing credit facility
with Apollo Investment Corporation and MidCap Financial Trust (each
managed or advised by Apollo Capital Management, L.P., or its
affiliates).
- The transaction is priced at a multiple of 2.8x estimated
revenue for fiscal 2023, a meaningful discount to its publicly
traded peer group.
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.
Participants in the Solicitation
Switchback and its directors and officers may be deemed
participants in the solicitation of proxies of Switchback's
shareholders in connection with the proposed business combination.
Bird, Bird Global and their respective officers and directors may
also be deemed participants in such solicitation. Security holders
may obtain more detailed information regarding the names,
affiliations and interests of certain of Switchback's executive
officers and directors in the solicitation by reading Switchback's
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and the proxy
statement/prospectus and other relevant materials filed with the
SEC in connection with the business combination when they become
available. Information concerning the interests of Switchback's
participants in the solicitation, which may, in some cases, be
different than those of their shareholders generally, will be set
forth in the proxy statement/prospectus relating to the business
combination when it becomes available.
Forward-Looking Statements
The information in this press release includes "forward-looking
statements." All statements, other than statements of present or
historical fact included in this press release, regarding
Switchback's proposed business combination with Bird, Switchback's
ability to consummate the transaction, the benefits of the
transaction and the combined company's future financial
performance, as well as the combined company's strategy, future
operations, estimated financial position, estimated revenues and
losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used in this press
release, the words "could," "should," "will," "may," "believe,"
"anticipate," "intend," "estimate," "expect," "project," the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on management's current
expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law,
Switchback. Bird and Bird Global disclaim any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances
after the date of this press release. Switchback, Bird and Bird
Global caution you that these forward-looking statements are
subject to numerous risks and uncertainties, most of which are
difficult to predict and many of which are beyond the control of
Switchback, or Bird or Bird Global. In addition, Switchback, Bird
and Bird Global caution you that the forward-looking statements
contained in this press release are subject to the following
factors: (i) the occurrence of any event, change or other
circumstances that could delay the business combination or give
rise to the termination of the agreements related thereto; (ii) the
outcome of any legal proceedings that may be instituted against
Switchback, Bird or Bird Global following announcement of the
transactions; (iii) the inability to complete the business
combination due to the failure to obtain approval of the
shareholders of Switchback, or other conditions to closing in the
transaction agreement; (iv) the risk that the proposed business
combination disrupts Switchback's or Bird's current plans and
operations as a result of the announcement of the transactions; (v)
Bird's ability to realize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition and the ability of Bird to grow and manage growth
profitably following the business combination; (vi) costs related
to the business combination; (vii) changes in applicable laws or
regulations; and (viii) the possibility that Bird may be adversely
affected by other economic, business and/or competitive factors.
Should one or more of the risks or uncertainties described in this
press release occur, or should underlying assumptions prove
incorrect, actual results and plans could different materially from
those expressed in any forward-looking statements. Additional
information concerning these and other factors that may impact the
operations and projections discussed herein can be found in
Switchback's periodic filings with the SEC, including Switchback's
Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Switchback's SEC filings are
available publicly on the SEC's website at www.sec.gov.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed transaction. This press release shall
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Investor Contact
Caitlin
Churchill
BirdIR@icrinc.com
Media Contact
Jed
Hamilton
BirdPR@icrinc.com
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SOURCE Switchback II Corporation