Bird Global, Inc.: M&A transaction — Bird Global acquires Spin for $19M; expects $20M+ synergies, becomes #1 North American micromobility operator

On the Closing Date, the Company, as parent, Bird Rides, as borrower, and certain other subsidiaries of the Company, as guarantors, entered into that certain Amended and Restated Loan Agreement (the “Loan Agreement”) with MidCap Financial Trust, as administrative agent, and the lenders party thereto, to amend and restate, in its entirety, that certain Loan and Security Agreement, dated as of April 27, 2021 by and among Bird US Opco, LLC, as borrower, Bird US Holdco, LLC, as holdco guarantor, and MidCap Financial Trust, as administrative agent, and the lenders party thereto (as amended prior to the Closing Date)). The Amended and Restated Loan Agreement provides for, among other things, (a) an additional advance of $6 million, to be used for, among other things, the completion of the transactions contemplated under the Purchase Agreement, (b) an extension of the maturity date of the loan to July 12, 2025, (c) amendments to the monthly amortization payment amounts and (d) the extension o

the Company and Bird Rides for the transactions contemplated by the Purchase Agreement, is $19 million (the “Purchase Price”), which is comprised of (a) $10 million in cash, (b) $6 million in the form of a secured vendor take-back promissory note (the “VTB Consideration”), and (c) $3 million in hold-back consideration comprised of $1 million in cash (the “Cash

2023, (the “Closing Date”). The aggregate consideration paid, or that will be paid, by the Company and Bird Rides for the transactions contemplated by the Purchase Agreement, is $19 million (the “Purchase Price”), which is comprised of (a) $10 million in cash, (b) $6 million in the form of a secured vendor take-back promissory note (the “VTB Consideration”), and (c)

On the Closing Date, pursuant to the Purchase Agreement and in satisfaction of the VTB Consideration, Bird Rides issued to Seller a secured promissory note in the principal amount of $6 million (the “Note”).

On the Closing Date, the Company, as parent, Bird Rides, as borrower, and certain other subsidiaries of the Company, as guarantors, entered into that certain Amended and Restated Loan Agreement (the “Loan Agreement”) with MidCap Financial Trust, as administrative agent, and the lenders party thereto, to amend and restate, in its entirety, that certain Loan and Security Agreement, dated as of April 27, 2021 by and among Bird US Opco, LLC, as borrower, Bird US Holdco, LLC, as holdco guarantor, and MidCap Financial Trust, as administrative agent, and the lenders party thereto (as amended prior to the Closing Date)).

On September [19], 2023, Bird Global, Inc. (the “Company”) announced the acquisition by its wholly-owned subsidiary Bird Rides, Inc., a Delaware corporation (“Bird Rides”) of 100% of the stock of Skinny Labs, Inc. d/b/a Spin, a Delaware corporation (“Spin”), from Tier Mobility SE, a company incorporated in Germany with registered number HRB 236551 B (“Seller”), pursuant to the terms of a stock purchase agreement (the “Purchase Agreement”), entered into by and among the Company, Bird Rides, Seller and Spin (the “Acquisition”) on September [19], 2023, (the “Closing Date”).

Under the Purchase Agreement and the Note, Spin, as guarantor and as a wholly-owned subsidiary of the Company, delivered to the Seller a guarantee and security agreement (the “Security Agreement”) secured by [certain assets of Spin, certain existing and new licenses and permits; and all amounts received or receivable under any or all of, the foregoing licenses and permits and all rents, profits and products of the foregoing].