Bird to Become A Public Company via Merger with Switchback II Corporation (SWBK)

May 12, 2021 7:26 AM EDT

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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.



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