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SVF Investment Corp. 3 SPAC to Merge With Symbotic in $5.5 Billion Transaction

Paul, Weiss is advising SVF Investment Corp. 3, a special purpose acquisition company (SPAC) sponsored by an affiliate of SoftBank Investment Advisers, in its merger with Symbotic LLC, an A.I.-enabled technology platform for the supply chain. Upon completion of the transaction, expected to close in the first half of 2022, Symbotic will become a publicly listed company called Symbotic Inc. with a pro forma enterprise value of $4.8 billion and a pro forma equity value of approximately $5.5 billion.

The transaction is expected to deliver up to $725 million of primary gross proceeds, consisting of $320 million of cash in trust from SVFC; a $205 million common equity private investment in public equity (PIPE) at a $10.00 per share entry price, including a $150 million PIPE participation from Walmart; and a $200 million forward purchase of common equity at $10.00 per share by an affiliate of SoftBank Vision Fund 2. Symbotic will also receive an additional $174 million in cash from Walmart by the end of December to be used for general corporate purposes as a result of Walmart gross exercising warrants it holds in the company.

The Paul, Weiss team includes corporate partners David Huntington, Jeffrey Marell and Austin Pollet, and counsel Ari Nishitani, David Curtiss and Jason Tyler; tax partners Robert Holo and Lindsay Parks; executive compensation partners Jarrett Hoffman and Lawrence Witdorchic; intellectual property partner Claudine Meredith-Goujon and counsel Michael Kurzer; real estate partner Peter Fisch; litigation partners Christopher Boehning and Mark Mendelsohn; and counsel Peter Jaffe, Steven Herzog and Rachel Fiorill; antitrust counsel Yuni Sobel; international trade counsel Richard Elliott; and environmental counsel William O’Brien.

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