SVF Investment Corp. 3’s Merger With Symbotic

Paul, Weiss, Rifkind, Wharton & Garrison advised SVF Investment Corp. 3 on the deal while Sullivan & Cromwell represented Symbotic.

SVF Investment Corp. 3, a special purpose acquisition company (SPAC) sponsored by an affiliate of SoftBank Investment Advisers, announced 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.

Symbotic LLC is a robotics and automation-based product movement technology platform focused on transforming the consumer goods supply chain. The Company has spent more than a decade perfecting its warehouse automation platform to disrupt the supply chain of goods between manufacturers and consumers.

SVF Investment Corp. 3 is a blank check company formed by an affiliate of SoftBank Investment Advisers (“SBIA”). Through the SoftBank Vision Funds, SBIA is investing up to $150 billion in many of the world’s leading technology companies.

The Paul, Weiss team included corporate partners David Huntington (Picture), 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.

The S&C team included George Sampas, Matt Goodman, Bob Downes, and Mimi Wu; Bob Reeder is advising on certain SEC and securities matters; Isaac Wheeler is advising on tax matters; Jeannette Bander is advising on executive compensation matters; Mehdi Ansari and Justin Orr are advising on intellectual property matters; Eric Queen and Brad Smith are advising on antitrust and competition matters; Chris Mann and Eric Kadel are advising on CFIUS matters; and Matt Brennan is advising on environmental matters.

Involved fees earner: Christopher Boehning – Paul Weiss Rifkind Wharton & Garrison; David Curtiss – Paul Weiss Rifkind Wharton & Garrison; Richard Elliott – Paul Weiss Rifkind Wharton & Garrison; Rachel Fiorill – Paul Weiss Rifkind Wharton & Garrison; Peter Fisch – Paul Weiss Rifkind Wharton & Garrison; Steven Herzog – Paul Weiss Rifkind Wharton & Garrison; Jarrett Hoffman – Paul Weiss Rifkind Wharton & Garrison; Robert Holo – Paul Weiss Rifkind Wharton & Garrison; David Huntington – Paul Weiss Rifkind Wharton & Garrison; Peter Jaffe – Paul Weiss Rifkind Wharton & Garrison; Michael Kurzer – Paul Weiss Rifkind Wharton & Garrison; Jeffrey Marell – Paul Weiss Rifkind Wharton & Garrison; Mark Mendelsohn – Paul Weiss Rifkind Wharton & Garrison; Claudine Meredith-Goujon – Paul Weiss Rifkind Wharton & Garrison; Ari Nishitani – Paul Weiss Rifkind Wharton & Garrison; William O’Brien – Paul Weiss Rifkind Wharton & Garrison; Lindsay Parks – Paul Weiss Rifkind Wharton & Garrison; Austin Pollet – Paul Weiss Rifkind Wharton & Garrison; Yuni Sobel – Paul Weiss Rifkind Wharton & Garrison; Jason Tyler – Paul Weiss Rifkind Wharton & Garrison; Lawrence Witdorchic – Paul Weiss Rifkind Wharton & Garrison; Mehdi Ansari – Sullivan & Cromwell; Jeannette Bander – Sullivan & Cromwell; Matthew Brennan – Sullivan & Cromwell; Robert Downes – Sullivan & Cromwell; Matthew Goodman – Sullivan & Cromwell; Eric Kadel – Sullivan & Cromwell; Christopher Mann – Sullivan & Cromwell; Justin Orr – Sullivan & Cromwell; Eric Queen – Sullivan & Cromwell; Robert Reeder III – Sullivan & Cromwell; George Sampas – Sullivan & Cromwell; Bradley Smith – Sullivan & Cromwell; Isaac Wheeler – Sullivan & Cromwell; Miaoting Wu – Sullivan & Cromwell;

Law Firms: Paul Weiss Rifkind Wharton & Garrison; Sullivan & Cromwell;

Clients: SVF Investment Corp. 3; Symbotic;