M&A - Workhorse Group Inc.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025063461

Filing Summary: On July 14, 2025, Workhorse Group Inc. announced discussions with a privately held U.S.-based manufacturer of electric commercial vehicles about a potential merger. The transaction would involve merging the manufacturer into a new subsidiary of Workhorse in exchange for newly issued shares of Workhorse's common stock. It is anticipated that current investors of the manufacturer will hold a substantial majority of Workhorse's outstanding common stock after the merger. The merger is intended to be accompanied by a refinancing of Workhorse's outstanding senior secured convertible notes and cancellation of related warrants, with proceeds sourced from a new convertible note and a $20 million sale leaseback of Workhorse's manufacturing facility in Union City, Indiana. The completion of these transactions is contingent on various conditions, including approval from Workhorse's stockholders and Nasdaq. Furthermore, Workhorse has entered into an Exclusivity Agreement with the manufacturer, preventing it from negotiating with other parties for alternative transactions for a period of 14 days. Final terms of the merger remain undetermined and no definitive agreements have yet been established.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025063459

Filing Summary: On July 14, 2025, Workhorse Group Inc. announced it is in discussions with a privately held U.S.-based manufacturer of electric commercial vehicles about a potential merger. This transaction would involve merging the manufacturer into a new subsidiary of Workhorse in exchange for newly issued shares of Workhorse common stock. Current investors of the manufacturer are expected to hold a substantial majority of Workhorse's outstanding common stock after the merger. The merger will also involve a refinancing of Workhorse's existing senior secured convertible notes and canceling associated warrants, financed by the proceeds from a new convertible note and a $20 million sale-leaseback of Workhorse's Union City facility. Discussions are ongoing, with no final agreement on terms yet. An Exclusivity Agreement has been signed with the manufacturer, prohibiting Workhorse from negotiating with third parties for 14 days. Completion is contingent upon approval from stockholders and Nasdaq, and there are risks that the anticipated merger may never be consummated or occur on materially different terms.