8-K
filed January 3, 2023, 6:59 PM ET
CIK 0001861449
M&A
confidence high
sentiment negative
materiality 0.90
Bird Global, Inc.: M&A transaction — Bird Global closes Bird Canada buy, $57M convertible notes; appoints CFO/President; investors gain board control
Bird Global, Inc.
- Acquired remaining 100% of Bird Canada for $27M in 12% convertible notes, 18.2M shares, and nominal cash.
- Issued $30M in 12% convertible senior secured notes due 2027; conversion price ~$0.2879/share; proceeds repay $4M sub loan.
- Amended Apollo loan: maturity extended to Jan 2025, monthly amortization changed, liens released on certain assets.
- Appointed Michael Washinushi as CFO, Stewart Lyons as President (from Bird Canada); three new directors including John Bitove.
- Created Series A Preferred Stock giving holder right to nominate five directors and elect them alone; voting agreement ties board size to note conversion.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Bird Global, Inc. incurred convertible notes of an additional aggregate principal amount of $26,977,675 of Notes with Note Purchasers at 12.0% maturing December 30, 2027.
- Instrument
- convertible notes
- Principal
- an additional aggregate principal amount of $26,977,675 of Notes
- Counterparty
- Note Purchasers
- Rate
- 12.0%
- Maturity
- December 30, 2027
- Event
- incurrence
Exact text from the filing
On January 3, 2022 (the “Acquisition Closing Date”), the Company issued and sold an additional aggregate principal amount of $26,977,675 of Notes in exchange for the Acquisition.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Bird Global, Inc. incurred convertible notes of an aggregate principal amount of $30.0 million of Notes with Note Purchasers at 12.0% maturing December 30, 2027.
- Instrument
- convertible notes
- Principal
- an aggregate principal amount of $30.0 million of Notes
- Counterparty
- Note Purchasers
- Rate
- 12.0%
- Maturity
- December 30, 2027
- Event
- incurrence
Exact text from the filing
On the Closing Date, the Company issued and sold an aggregate principal amount of $30.0 million of Notes.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Bitove was appointed as Director at Bird Global, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board appointed each of Antonio Occhionero, Kevin Lowell Talbot and John Bitove to serve on the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Lowell Talbot was appointed as Director at Bird Global, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board appointed each of Antonio Occhionero, Kevin Lowell Talbot and John Bitove to serve on the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Washinushi was appointed as Chief Financial Officer at Bird Global, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
On December 29, 2022, the Board appointed Michael Washinushi as the Company's Chief Financial Officer to succeed Ben Lu
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Shane Torchiana changed role as President at Bird Global, Inc..
- Action
- succeeded
- Role
- President
Exact text from the filing
Stewart Lyons as President to succeed Shane Torchiana
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stewart Lyons was appointed as President at Bird Global, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
and Stewart Lyons as President to succeed Shane Torchiana
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.8
Ben Lu departed as Chief Financial Officer at Bird Global, Inc..
- Action
- succeeded
- Role
- Chief Financial Officer
Exact text from the filing
the Board appointed Michael Washinushi as the Company's Chief Financial Officer to succeed Ben Lu
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Antonio Occhionero was appointed as Director at Bird Global, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board appointed each of Antonio Occhionero, Kevin Lowell Talbot and John Bitove to serve on the Board
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bird Global, Inc.: Filed Certificate of Designation establishing Series A Preferred Stock.
- Change
- charter amendment
Exact text from the filing
On the Closing Date, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a series of its preferred stock designated as the Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), with a liquidation preference of $0.0001 per share.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Bird Global, Inc. completed an acquisition involving BC Sellers for aggregate principal amount of $26,977,675 of its 12.0% Convertible Senior Secured Notes due 2027, 18,204,365 shares of Class A common stock, and a nominal amoun (closed 2022-12-30).
- Action
- acquisition
- Counterparty
- BC Sellers
- Consideration
- aggregate principal amount of $26,977,675 of its 12.0% Convertible Senior Secured Notes due 2027, 18,204,365 shares of Class A common stock, and a nominal amoun
- Closing
- 2022-12-30
Exact text from the filing
Pursuant to the Share Purchase Agreement, among other things, the Purchaser acquired from the BC Sellers 100% of the issued and outstanding shares of Bird Canada in exchange for the issuance by the Company to the BC Sellers of an aggregate principal amount of $26,977,675 of its 12.0% Convertible Senior Secured Notes due 2027 (the “Notes”), 18,204,365 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and a nominal amount of cash consideration (the “Acquisition”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Bird Global, Inc. entered into Note Purchase Agreement with certain accredited investors (Note Purchasers) and U.S. Bank Trust Company, National Association valued at $30.0 million (effective 2022-12-30).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- certain accredited investors (Note Purchasers) and U.S. Bank Trust Company, National Association
- Value
- $30.0 million
- Effective
- 2022-12-30
Exact text from the filing
The terms of the Notes are governed by a note purchase agreement, dated as of December 30, 2022 (the “Note Purchase Agreement”), by and among the Company, as issuer, the several purchasers from time to time party thereto (collectively, the “Note Purchasers”) and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Bird Global, Inc. entered into Share Purchase Agreement with Bird Canada Inc., certain BC sellers, and John Bitove valued at $26,977,675 (effective 2022-12-30).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Bird Canada Inc., certain BC sellers, and John Bitove
- Value
- $26,977,675
- Effective
- 2022-12-30
Exact text from the filing
On December 30, 2022 (the “Closing Date”) and effective as of January 3, 2023 (the “Acquisition Closing Date”), Bird Global, Inc. (the “Company”) entered into a share purchase agreement (the “Share Purchase Agreement”) with 1393631 B.C. Unlimited Liability Company, a British Columbia ULC and indirect wholly owned subsidiary of the Company (the “Purchaser”), Bird Canada Inc. (“Bird Canada”), certain sellers party thereto (the “BC Sellers”) and John Bitove, as seller’s representative.
View on SEC.gov
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