LiveWire to Become the First Publicly Traded EV Motorcycle Company in the U.S. Through Merger with AEA-Bridges Impact Corp.

Harley-Davidson, Inc., the world’s most desirable motorcycle company, and AEA-Bridges Impact Corp., a special purpose acquisition company with a dedicated sustainability focus, sponsored by executives of AEA Investors and Bridges Fund Management, today announced that they have entered into a definitive business combination agreement under which ABIC will combine with LiveWire (the “Company”), Harley-Davidson’s electric motorcycle division, 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”.

LiveWire plans to redefine motorcycling as the industry-leading, all-electric motorcycle company, with a focus on the urban market and beyond. As a strong and desirable brand with growing global recognition, LiveWire plans to develop the technology of the future and to invest in the capabilities needed to lead the transformation of motorcycling. LiveWire will draw on its DNA as an agile disruptor from the lineage of Harley-Davidson, capitalizing on a decade of learnings in the EV sector and the iconic heritage of the most desirable motorcycle brand in the world.

Jochen Zeitz, Chairman, President and CEO of Harley-Davidson:
“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.”

John Garcia, Chairman and Co-CEO of AEA-Bridges Impact Corp:
“We are at the confluence of two seminal shifts impacting the industry – vehicle electrification and sustainability. LiveWire is well-positioned to become the premier sustainable electric motorcycle brand and redefine the industry by leveraging the manufacturing and distribution expertise of Harley-Davidson and KYMCO. We’re excited to partner with Harley-Davidson and the LiveWire team to help define the future of electric motorcycles as the industry continues its rapid transformation.”

Together, Harley-Davidson, ABIC and KYMCO, believe in the future of LiveWire as a dedicated electric brand with the ability to lead, grow and revolutionize the electric motorcycle industry and beyond.

LiveWire:

• Building on a 10-year journey within Harley-Davidson and established as a separate division in 2019, LiveWire is an industry leading, all-electric motorcycle brand with a focus on the urban market, and a mission to pioneer the electric motorcycle space and beyond.
• LiveWire will develop the technology of the future and will invest in the capabilities needed to lead the transformation of motorcycling.
• As a pure-play EV brand with first-mover advantage, LiveWire has brand presence in North America and Europe, with planned expansion into additional markets including Asia.
• LiveWire has a deep track record of R&D investments and a clearly defined strategy to capture increasing market share and consumer adoption in the growing two-wheel EV transition, following significant investment to date. 
• LiveWire has a compelling financial profile with a robust new product pipeline with breakthrough technology and features, and a clear path to attractive long-term profitability.
• LiveWire will also include STACYC, the all-electric balance bikes for kids.

Strategic rationale:

• LiveWire will benefit from its industry-leading 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 U.S. 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.
• EV is an integral part of The Hardwire, Harley-Davidson’s 2021-2025 strategic plan to achieve long-term profitable growth and shareholder value creation. The transaction provides the required focus and investment necessary to win in electric.

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 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.

Additional information about the proposed transaction, including a copy of the Business Combination Agreement and the investor presentation, will be provided in a Current Report on Form 8-K to be filed by AEA-Bridges Impact Corp. with the SEC and available at www.sec.gov.

*Assuming no redemptions by ABIC’s shareholders

Advisors
J.P. Morgan Securities LLC is serving as financial advisor to Harley-Davidson, and Latham & Watkins LLP is serving as legal counsel. Credit Suisse Securities (USA) LLC is serving as financial advisor and capital markets advisor to ABIC. Citigroup Global Markets Inc. is serving as capital markets advisor to ABIC. Kirkland & Ellis LLP is acting as legal counsel to ABIC. 

Investor Conference Call
Harley-Davidson and ABIC will host a conference call today at 8:30 a.m. ET to discuss the transaction. The webcast login and supporting slides can be accessed at http://investor.harley-davidson.com/news-and-events/events-and-presentations. For those unable to participate in the live call, a replay of the webcast will be available at http://investor.harley-davidson.com/news-and-events/events-and-presentations.

Additional Information about the Transactions and Where to Find It
In connection with the proposed business combination between LiveWire and ABIC (the “Business Combination”) LW EV Holdings, Inc. (“HoldCo”) and ABIC intend to file a registration statement on Form S-4 (as may be amended from time to time, the “Registration Statement”) as co-registrants that includes a preliminary proxy statement/prospectus of ABIC and a preliminary prospectus of HoldCo, and after the Registration Statement is declared effective, ABIC will mail a definitive proxy statement/prospectus relating to the Business Combination to ABIC’s shareholders. The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the Securities and Exchange Commission (“SEC”), will contain important information about the Business Combination and the other matters to be voted upon at a meeting of ABIC’s shareholders to be held to approve the Business Combination (and related matters). This communication does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. H-D, HoldCo and ABIC may also file other documents with the SEC regarding the Business Combination. ABIC shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about H-D, HoldCo, ABIC, LiveWire and the Business Combination.

When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to ABIC shareholders as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed or that will be filed with the SEC by ABIC through the website maintained by the SEC at www.sec.gov, or by directing a request to AEA-Bridges Impact Corp., PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman KY1-1102 Cayman Islands.

Participants in the Solicitation
ABIC, H-D, LiveWire and their respective directors and officers may be deemed participants in the solicitation of proxies of ABIC shareholders in connection with the Business Combination. ABIC shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of ABIC. and Aa description of their interests in ABIC is contained in ABIC’s final prospectus related to its initial public offering, dated October 1, 2021 and in ABIC’s subsequent filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to ABIC shareholders in connection with the Business Combination and other matters to be voted upon at the ABIC shareholder meeting will be set forth in the Registration Statement for the Business Combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination will be included in the Registration Statement that ABIC and HoldCo intends to file with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.

Contacts:
Harley-Davidson
Media
George Prassas, george.prassas@Harley-Davidson.com, +44.7752.080.383
Jenni Coats, jenni.coats@Harley-Davidson.com, +1.414.343.7902

Contact Information: