SEC Form SC 13D/A filed by Symbotic Inc. (Amendment)

(a)-(f) Each of SSI AIV and Sunlight Investment Corp. is organized under the laws of Delaware. The business address of each of SSI AIV and Sunlight Investment Corp. is 300 El Camino Real, Menlo Park, CA 94025. Stephen Lam is the President and a director of Sunlight Investment Corp. Jared Roscoe is the Vice President and Treasurer and a director of Sunlight Investment Corp. Hugh Manahan is the Secretary and a director of Sunlight Investment Corp.  Messrs. Lam, Roscoe and Manahan are each a citizen of the United States. During the five years prior to the date of this Schedule 13D Amendment, none of Sunlight Investment Corp. and, to the knowledge of Sunlight Investment Corp., Messrs. Lam, Roscoe and Manahan (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of the Schedule 13D is hereby amended and supplemented to include the following:

 

The descriptions of the Transaction Documents set forth in Item 4 of this Schedule 13D Amendment are incorporated herein by reference. It is anticipated that funding for the cash consideration amounts pursuant to the Transaction Documents will be obtained through the Reporting Persons’ existing resources, including cash on hand.

 

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

Framework Agreement

On July 23, 2023, the Issuer, Symbotic Holdings LLC (“Symbotic Holdings”), Symbotic LLC (“Symbotic LLC” and, together with the Issuer and Symbotic Holdings, the “Symbotic Group”), Sunlight Investment Corp., SSI AIV and GreenBox Systems LLC (“GreenBox”) entered into a Framework Agreement (the “Framework Agreement”) related to the formation of GreenBox as a strategic joint venture between the Symbotic Group and Sunlight Investment Corp. and SSI AIV and the entry into the JV Agreement and the MSLEA and the issuance of the Warrant, each as described below.

PIPE Transaction. The Framework Agreement provides that if any Follow-On Offering (as defined in the Framework Agreement) of the Issuer occurs prior to December 31, 2023, then, contemporaneously with such Follow-On Offering, SSI AIV and Sunlight Investment Corp. (or one of their affiliates) will subscribe for $100,000,000 in Class A Common Stock or such greater amount agreed upon by the Issuer and SSI AIV and Sunlight Investment Corp. (or one of their affiliates) no later than one business day prior to the date on which the offering price of such Follow-On Offering is determined (such Class A Common Stock, the “PIPE Shares”) in a “private investment in public equity” transaction (the “PIPE Transaction”) at a price per PIPE Share equal to the offering price per share of the Class A Common Stock (before underwriting discounts, placement agent fees or other expenses) in such Follow‑On Offering, except that, if the Issuer, upon the advice of the lead underwriter for such Follow-On Offering, reasonably anticipates receiving more than $500,000,000 of gross proceeds from such Follow-On Offering on the business day prior to the date on which the offering price of such Follow-On Offering is determined, the Issuer may require SSI AIV, Sunlight Investment Corp. and their affiliates to subscribe for a lesser amount than $100,000,000 in the PIPE Transaction, which such lesser amount will be determined by the Issuer based on the advice of the Issuer’s lead underwriter (acting reasonably) on the business day prior to the date on which the offering price of such Follow-On Offering is determined.

 

Standstill. The Framework Agreement also subjects SSI AIV, Sunlight Investment Corp. and their controlled affiliates, on the terms and subject to the conditions set forth in the Framework Agreement, to a standstill agreement for a period commencing on the date of the Framework Agreement until the earlier of (i) the fourth anniversary of the execution and delivery of the Framework Agreement and (ii) the date on which SSI AIV, Sunlight Investment Corp. and their affiliates collectively own less than 5% of the fully diluted equity interests of the Issuer.

 

Board Observer. In the event that the Issuer’s board does not include at least one full-time employee of SSI AIV, Sunlight Investment Corp. or their affiliates, the Framework Agreement requires the Issuer to invite a representative designated by SSI AIV and Sunlight Investment Corp to attend all meetings of its board in a nonvoting observer capacity. The Issuer must give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors.

 

GreenBox and the JV Agreement

GreenBox was established on July 21, 2023, and will build and automate supply chain networks globally by operating and financing the Issuer’s advanced A.I. and automation technology for the warehouse.  Symbotic Holdings and Sunlight Investment Corp. own 35% and 65% of GreenBox. respectively.

 

In connection with the Framework Agreement, on July 23, 2023, Symbotic Holdings, Sunlight Investment Corp. and GreenBox entered into the Limited Liability Company Agreement of GreenBox (the “JV Agreement”) to set forth their interests, rights and obligations relating to GreenBox, the management and operation of GreenBox and the economic arrangement among the parties relating to GreenBox. On the terms and subject to the conditions set forth in the JV Agreement, the board of managers for GreenBox will be composed of three managers, one designated by Sunlight Investment Corp., one designated by Symbotic Holdings and one independent manager designated by the unanimous consent of Sunlight Investment Corp. and Symbotic Holdings to the extent each such member remains a Major Investor (as defined in the JV Agreement), who will initially be appointed as promptly as practicable following the formation of GreenBox.

 

Symbotic Holdings and Sunlight Investment Corp. have capital commitments of approximately $1.7 billion and $3.2 billion, respectively, to fund GreenBox.  Sunlight Investment Corp’s commitment is supported by an equity commitment letter from SSI AIV.

 

MSLEA

 

In connection with the Framework Agreement, on July 23, 2023, GreenBox and Symbotic LLC entered into a Master Services, License and Equipment Agreement (the “MSLEA”), which sets forth the terms, conditions, rights and obligations governing the design, installation, implementation and operation of the Issuer’s systems by the Issuer for GreenBox.

 

On the terms and subject to the conditions set forth therein, the MSLEA provides for a commitment from GreenBox to expend at least $7.5 billion in the aggregate to purchase the Issuer’s systems over a six-year period pursuant to an agreed-upon timeline with implementation of the Issuer’s systems to begin in fiscal year 2024. For each of the Issuer’s systems, GreenBox will pay the Issuer (i) the cost of implementation, including the cost of material and labor, plus a specified net profit amount; (ii) for software maintenance and support; and (iii) for spare parts and other miscellaneous expenses.

 

The initial term of the MSLEA expires on July 23, 2027, subject to a two-year extension by GreenBox if, at the end of the initial term, Project SOWs (as defined in the MSLEA) have not been executed with respect to the Issuer’s systems with an aggregate purchase price of GreenBox’s purchase commitment.  At any time, either party may terminate the MSLEA in the event of insolvency of the other party or a material breach of the other party that has not been cured.

 

In the event the Issuer, through its ordinary course succession planning efforts, does not have a named successor to Richard B. Cohen as Chief Executive Officer of the Issuer at such time Mr. Cohen is no longer employed by the Issuer, GreenBox may elect to reduce its then-outstanding Purchase Commitment (as defined in the MSLEA) by 50%.

 

Stock Purchase Agreement

 

In connection with the Framework Agreement, on July 23, 2023, The RBC Millennium Trust, the Richard B. Cohen Revocable Trust (together with The RBC Millennium Trust, the "RC Entities") and SSI AIV entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which the RC Entities sold 17,825,312 shares of Class A Common Stock of the Issuer to SSI AIV for an aggregate purchase price of $500 million.

 

Pursuant to the Stock Purchase Agreement, subject to certain limited exceptions set forth in the Stock Purchase Agreement, the RC Entities agreed not to, and agreed to direct each other member of the Cohen Group (as defined in the Stock Purchase Agreement) not to, transfer any Lock-Up Shares (as defined below) for a period of six months following the closing of the Stock Purchase Agreement. “Cohen Group” includes Richard B. Cohen, his immediate family, trusts for the benefit of Richard B. Cohen or his immediate family and certain other entities specified in the Stock Purchase Agreement. “Lock-Up Shares” means (i) Common Units of Symbotic Holdings, Class A Common Stock, Class V-1 Common Stock, par value $0.0001 per share (“Class V-1 Common Stock”), of the Issuer and Class V-3 Common Stock, par value $0.0001 per share (together with Class A Common Stock and Class V-1 Common Stock, “Symbotic Common Stock”), of the Issuer held by the applicable person as of the closing of the Stock Purchase Agreement and (ii) Symbotic Common Stock received pursuant to a direct exchange or redemption of Common Units of Symbotic Holdings held by such person as of the closing of the Stock Purchase Agreement.

 

Pursuant to the Stock Purchase Agreement, SSI AIV agreed to certain transfer restrictions related to future transferees.

 

Warrant

 

In connection with the Framework Agreement, on July 23, 2023, the Issuer issued a Warrant to Purchase Class A Common Stock (the “Warrant”) to Sunlight Investment Corp. Pursuant to the Warrant, Sunlight Investment Corp. is entitled to purchase 11,434,360 shares of Class A Common Stock (subject to dilution and customary adjustments) upon satisfaction of certain vesting conditions, at $41.9719 per share.

 

The foregoing descriptions of the Transaction Documents do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Transaction Documents which are filed as Exhibits 2, 3, 4, 5, and 6 to this Schedule 13D and are incorporated by reference herein.