Harley-Davidson announced plans to take LiveWire public, making the brand the first publicly-traded electric motorcycle company in the U.S. The transaction is expected to raise net proceeds of $545 million which will be used to fund new product development.

Along those lines, Harley-Davidson also announced LiveWire’s second-generation electric powertrain, a proprietary scalable modular system to be called “Arrow“. We’ll go into more detail on Arrow in a bit, but first, let’s look at the business side of the transaction.

LiveWire’s New Ownership Structure

Harley-Davidson is partnering with Taiwanese motorcycle manufacturer Kymco and AEA-Bridges Impact Corp (ABIC), a special purpose acquisition company, to finance LiveWire. ABIC’s involvement is the linchpin of this deal. Special purpose acquisition companies (often known as “blank check companies”) are companies that have already gone through an initial public offering and formed specifically to merge with private companies like LiveWire. Essentially, this lets LiveWire go public without it having to go through an IPO itself.

ABIC will put in $400 million (held in trust, pending no redemptions from its shareholders), with Harley-Davidson and Kymco each investing $100 million. Harley-Davidson will retain a 74% equity interest in LiveWire. ABIC’s shareholders will hold 17.3% equity, with Kymco holding about 4.3%. ABIC’s founders John Garcia and Michele Giddens will also hold about 4.3% between them. Jochen Zeitz, Harley-Davidson’s chairman and chief executive officer, will hold the same positions with LiveWire for up to two years following the transaction, with Ryan Morrissey serving as the company’s president.

The transaction is expected to close in the first half of 2022. Common stock is expected to be listed on the New York Stock Exchange under the symbol “LVW”. LiveWire is expected to have an enterprise value of approximately $1.77 billion and post-money equity value of approximately $2.31 billion at closing.

In an investor presentation, Harley-Davidson estimates electric motorcycles currently hold a 1% market penetration in the North America, 2% in Europe and 26% in China. By 2026, Harley-Davidson expects market penetration to increase to 10% in North America, 13% in Europe, and 45% in China.

Looking further to the next decade, Harley-Davidson expects the worldwide total addressable market for electric motorcycles to reach between $20.4 billion and $28 billion. Based on where LiveWire stands compared to efforts from other OEMs, Harley-Davidson estimates it has a four-to-five year head start on electric motorcycles over the competition.

The investor presentation also provided a rare look at LiveWire sales numbers. According to Harley-Davidson, it sold 387 units in 2021 (including models branded as either Harley-Davidson LiveWire or LiveWire One). That may not sound like a lot (it isn’t), but that’s more a reflection on the electric motorcycle market than LiveWire itself.

Over the next few years, Harley-Davidson expects both unit sales and revenue to grow rapidly. By 2025, Harley-Davidson expects to sell 53,341 units and nearly double that by 2026 to 100,961 units. By 2030, Harley-Davidson projects sales of approximately 190,000 units.

Will Harley-Davidson reach those projections? That will depend on how LiveWire’s product development evolves, and how the market reacts.

What Does This Mean for Future LiveWire Electric Motorcycles?

The transaction will help fund LiveWire’s product and business development. This is where Kymco steps in, combining with Harley-Davidson’s own resources for a large network of strategic partners, distribution and supply train infrastructure.

“This transaction will give LiveWire the freedom to fund new product development and accelerate its go-to-market model,” says Zeitz. “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.”

The influx of funds will expand LiveWire’s product portfolio beyond the LiveWire One. Harley-Davidson outlined four levels of products. The LiveWire One will continue as the brand’s premium model (with its premium price). It will be followed with middleweight LiveWire S2 (System 2) models, a more lightweight series of LiveWire S3 models, and heavyweight LiveWire S4 models.

Arrow will be a proprietary scalable and modular system that will be shared across multiple models. It combines a motor, battery, inverter and on-board charger that can be used in different configurations, which means a more efficient use of R&D funds and the ability to adapt to market and regulatory needs.

The battery pack will use high-volume 21700 format cells and will be adaptable to work with a range of voltages (50/100/350/400+), covering a broad range of performance targets. The modular approach also allows for different choices of heat management: air, liquid or refrigerant cooling.

The inverter and on-board charger will be integrated, reducing size, complexity, and the number of microprocessors required. It will also have its own air- or liquid-cooling system.

The Arrow motor will also be air- or liquid-cooled as needed. It will be fully integrated into both the frame and suspension for optimal packaging, and scalable for different levels of performance. Interestingly, the Arrow motor will remain direct-drive. In contrast, Kawasaki indicated its electric bikes will have multi-speed gearboxes. The Brammo Empulse (and its later iteration as under the Victory brand) used a six-speed transmission.

The next LiveWire model will be a middleweight model currently codenamed “S2 Del Mar” that will be built on the new Arrow architecture. Other S2 models covering different segment will soon follow.

Harley-Davidson’s investor presentation included an image of the Arrow architecture with a label that appears to say “Revelation 700”. We’ve actually seen an earlier form of Arrow before, in a sketch Harley-Davidson released of a future flat-track-inspired middleweight model. Of course, the original drew on Harley-Davidson’s dirt track heritage, but with LiveWire now its own brand, the S2 Del Mar may go in a different styling direction.

The Arrow architecture will also be scaled down for the LiveWire S3 models which will be developed with Kymco. The S3 models will be considered light motorcycles, which in Harley-Davidson parlance is what would typically be considered to be middleweights for other manufacturers. The investor presentation, used a Yamaha MT-07 as an example of the “light motorcycles” category, with Honda, KTM, Hero, and QJ listed as other major players in the category.

Farther down the line, LiveWire will introduce S4 models which will consist of what we consider to be heavyweight motorcycles, such as what we typically think of with Harley-Davidson. The focus on S4 models will be on improving range and charging capabilities, which suggests future electric touring motorcycles.

Judging by LiveWire’s projected unit sales graphs above, it looks like we can expect the first S2 models to launch in 2023 with S3 and S4 models to come in the ensuing years.

The slide above suggests LiveWire will stay out of the scooter segment completely, at least for the near future. This is interesting as other manufacturers, such as Honda, Yamaha, and notably, LiveWire’s part-owner Kymco have put a focus on electric scooters. During the press call, Harley-Davidson said LiveWire will be focusing on motorcycles for the near future but does not rule expanding to electric scooters or even electric four-wheelers at some point.

At the moment, however, it seems that Harley-Davidson’s electric scooter concept (pictured below) may not be in LiveWire’s immediate plans.

The scooter may, however, live on under the STACYC brand. Harley-Davidson acquired the electric youth two-wheeler brand in 2019, and following the transaction, STACYC will be moved from Harley-Davidson to LiveWire.

Begin Press Release

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

– Transaction net proceeds of $545 million* will fund LiveWire’s strategic plan to accelerate its go-to-market model, invest in new product development, and enhance global manufacturing & distribution capabilities
– LiveWire will benefit from industry-leading strategic partners – Harley-Davidson and KYMCO, a leading global powersports company headquartered in Taiwan – by leveraging their engineering expertise, manufacturing footprint, distribution, supply chain infrastructure and global logistics capabilities
– LiveWire pro forma enterprise value of approximately $1.77 billion
– Harley-Davidson and ABIC to Host a Joint Conference Call Today at 8:30 AM ET

Harley-Davidson, Inc. (“Harley-Davidson”) (NYSE: HOG), the world’s most desirable motorcycle company, and AEA-Bridges Impact Corp. (“ABIC”) (NYSE: IMPX), 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

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