Live Oak Mobility (NYSE:LOKM) announced that it has signed a letter of intent (LOI) to combine with an auto parts manufacturer about a week out from its extension vote.
For a transaction that is still non-binding, the parties have sketched out a fair amount of proposed details. The target, One Americas Holdings, would receive an enterprise value of $115 million and post-close equity value of $65 million in the deal.
Implicit in those values is some degree of pessimism in the level of redemptions Live Oak seemingly expects to incur at its upcoming March 2 special meeting, considering it currently has an estimated $257 million in its trust. Shareholders will be asked at the meeting to consider extending the SPAC’s transaction deadline to November 30.
But, it appears that Live Oak, which initially IPO’d in March 2021, does not plan to drag things on unnecessarily. According to its 8-K, the terms of any definitive agreement with One Americas would include Live Oak’s right to both terminate and liquidate itself prior to November 30 if the target does not complete required audits by May 15.
On its end, One Americas has been promised in the term sheet to receive at least $35 million in capital at closing after $13.5 million in transaction expenses. One Americas’ owners and management are also to receive half of the SPAC’s promote shares, with the remainder subject to price-based earnouts.
Of these, 500,000 (7.9%) would vest at a $12 price hurdle, with 150,000 going to company management and 350,000 to the sponsor. A further 750,000 (11.8%) would vest at $15 and 3,000,000 (47.4%) coming in 1,000,000-share tranches at $20, $25 and $30.
These are quite humble terms for the sponsor, but, once again, all of this is non-binding. The filing also notes that the sponsor plans to work on mitigating redemptions and may announce non-redemption agreements in the coming days. This teaser is likely to serve as the ice-breaker for those talks.
In that same vein, the 8-K clarifies that should Live Oak be required to pay the 1% excise tax on share buybacks for redemptions, this would be paid by the sponsor without using trust funds or earned interest.
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