Notes Payable |
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| Notes Payable | Notes Payable This table summarizes the Company’s note payable balances (in thousands) at September 30, 2023.
Apollo Vehicle Financing Facility
In April 2021, the Company’s wholly owned consolidated special purpose vehicle entity (the “SPV”) entered into a credit agreement (the “Apollo Credit Agreement”) with Apollo Investment Corporation, as a lender, and MidCap Financial Trust, as a lender and administrative agent, to allow the SPV to borrow up to the commitment amount (the “Vehicle Financing Facility”) with no right to re-borrow any portion of the Vehicle Financing Facility that is repaid or prepaid.
Amended and Restated Apollo Credit Agreement
On September 19, 2023, the Company entered into an Amended and Restated Loan Agreement with MidCap Financial Trust to amend and restate, in its entirety, the Apollo Credit Agreement, dated April 27, 2021. 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 Spin Acquisition Agreement, (b) an extension of the maturity date under the Amended and Restated Loan Agreement to July 12, 2025, (c) amendments to the monthly amortization payment amounts and (d) the extension of the senior security in favor of the Administrative Agent to include substantially all of the assets of the Company, Bird Rides and certain of the Company’s other material US subsidiaries.
The borrowing limit was $150.0 million of which $5.0 million remains available to borrow at September 30, 2023. The Company drew down $6.0 million and repaid $9.3 million during the nine months ended September 30, 2023. The outstanding principal balance under the Vehicle Financing Facility as of September 30, 2023 was $40.9 million. The following is the repayment schedule (in thousands) over the remaining term:
The outstanding Vehicle Financing Facility balances bear interest at the Secured Overnight Financing Rate (“SOFR”), which is calculated as a per annum rate of interest equal to the greater of (a) 1.00% and (b) the sum of (x) SOFR plus (y) 0.1% (10 basis points), plus a margin of 7.5% that is accrued and paid by the Company on a monthly basis.
The maturity date of the Vehicle Financing Facility is July 12, 2025 (“Final Maturity Date”). On the fourth business day of each month prior to the Final Maturity Date, the Company is required to repay principal outstanding under the Vehicle Financing Facility based on a preset monthly amortization schedule.
Interest Expense
Interest expense related to the Apollo Vehicle Financing Facility was $1.9 million and $3.8 million for the three months ended September 30, 2023 and 2022, respectively, and $5.9 million and $7.9 million for the nine months ended September 30, 2023 and 2022, respectively.
Bird Canada Transaction Convertible Senior Secured Notes
In December 2022, Bird Global issued and sold an aggregate principal amount of $30.1 million of its 12.0% Convertible Senior Secured Notes due December 30, 2027. The Notes were issued and sold in a private placement to certain “accredited investors” conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). 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”). The Note holders are entitled to convert the Notes into shares of Class A Common Stock at any time at a conversion rate of approximately 139 shares of Class A Common Stock per $1,000 principal amount of the Notes, equivalent to a conversion price of approximately $7.1942 per share, subject to specified anti-dilution adjustments, including adjustments for issuance of Class A Common Stock below the conversion price. In addition, following certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event up to a maximum of approximately 29 shares per $1,000 principal amount of Notes. In certain circumstances, conversion will be limited unless the Company obtains stockholder approval to issue such shares. As of September 30, 2023, no Notes were converted into shares of Class A Common Stock.
At any time prior to December 30, 2024, upon not less than five nor more than 60 days’ notice, the Notes will be redeemable at the Company’s option, in whole at any time or in part from time to time, at a price equal to 100.0% of the principal amount of the Notes redeemed, plus a make-whole premium as set forth in the note purchase agreement, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning December 30, 2024, the Company may redeem the Notes, at its option, in whole at any time or in part from time to time, subject to the payment of a redemption price together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The redemption price includes a call premium that varies (from 7.5% to 2.5%) depending on the year of redemption.
The Company will be required to offer to repurchase Notes from Note holders at the applicable optional redemption price discussed above, together with accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date, in certain circumstances, including following a significant asset disposition or a change of control.
In January 2023, the Company entered into Share Purchase Agreement with Bird Canada and certain other parties thereto, which, among other things, resulted in the acquisition of all of the issued and outstanding shares of Bird Canada in exchange for the issuance by Bird Global of an aggregate principal amount of approximately $27.0 million of the Share Consideration Notes, 728,175 shares of the Company's Class A Common Stock, and a nominal amount of cash consideration. The total assumed long-term debt was at fair value at the time of the acquisition and was revalued at September 30, 2023 end to reflect the period end fair value.
In March 2023, the Company entered into First Amendment to “Note Purchase Agreement” with the original Note Purchasers and U.S. Bank Trust Company, National Association, as collateral agent. Pursuant to the amendment to the Note Purchase Agreement, the Company issued $2.8 million of additional Secured Convertible Senior Secured Notes to the “First Amendment Note Purchasers” for cash consideration. The purpose of the agreement was to use the proceeds for general corporate purposes.
The outstanding principal balance of the Notes as of September 30, 2023 was $59.0 million and the full fair value adjustment to the Notes, including interest, is recorded in Other (expense) income, net.
VTB Note Payable
On September 19, 2023, Bird Rides Inc, a wholly-owned subsidiary of the Company, issued to Tier Mobility SE (the “Seller”) a secured promissory note in the principal amount of $6 million. Under the Spin Acquisition Agreement and the VTB Note Payable, Spin, as the guarantor and as a wholly-owned subsidiary of the Company, delivered to the Seller a guarantee and 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. The Company guaranteed the Note on an unsecured basis. The principal amount of the note is to be repaid in three installments, which are due on October 19, 2023, December 31, 2023 and April 24, 2024, respectively, together with interest thereon. The Note bears interest at the rate of 8.0% per annum from September 19, 2023 until the unpaid balance is paid in full. The VTB Note Payable provides for certain representations and warranties, covenants, and events of default. Upon the occurrence, and during the continuation of an Event of Default (as defined in the Note), the interest rate shall be increased by an additional 5.0% per annum. As of September 30, 2023, the VTB Note Payable of $6.0 million was adjusted for the adjustment amount of $3.6 million, decreasing the principal amount outstanding to $2.4 million.
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