Core Viewpoint - Workhorse Group Inc. is in discussions for a potential merger with a privately held U.S.-based manufacturer of electric commercial vehicles, which may significantly alter the ownership structure of the company [1][2]. Company Overview - Workhorse Group Inc. focuses on the transition to zero-emission commercial vehicles and is exploring a merger with a manufacturer in the same sector [1][2]. Potential Transaction Details - The merger would involve the manufacturer being merged into a newly created subsidiary of Workhorse in exchange for newly issued shares of common stock, likely resulting in the manufacturer’s investors holding a substantial majority of the outstanding shares post-transaction [2][3]. - The exact number of shares to be issued has not been determined yet [2]. Refinancing Plans - The potential transaction includes plans for refinancing approximately $33 million in outstanding senior secured convertible notes, with a new convertible note and a $20 million sale leaseback of the company's manufacturing facility in Indiana [3][4]. - The refinancing aims to fully repay the existing notes without incurring a redemption premium and to cancel related warrants [3][4]. Conditions and Timeline - The completion of the refinancing and the merger is intended to occur simultaneously, with the company planning to repay half of its obligations under the notes as a condition for executing a definitive agreement [4]. - The company has entered into an Exclusivity Agreement with the manufacturer, preventing negotiations with third parties for 14 days [5]. Regulatory and Approval Process - The consummation of the potential transaction is subject to various conditions, including stockholder approval and compliance with Nasdaq listing procedures [5][6]. - If definitive agreements are reached, the company will file a proxy statement with the SEC, and stockholders will be advised to read it carefully [6][7].