Twin Ridge Capital Acquisition Corp. (TRCA) Adds $110M to Carbon Revolution Deal

Twin Ridge (NYSE:TRCA) announced this morning that it has added a $110 million structured equity facility to its combination with automotive wheel manufacturer Carbon Revolution (ASX:CBR) among other deal tweaks.

Orion Infrastructure Capital (OIC) has agreed to provide the funds in tranches in exchange for Class A shares and a single warrant that would entitle OIC to be issued shares equal to between 17.5% and 19.99% of the combined company’s outstanding equity.

Of this, $35 million is to be made available to Carbon Revolution up front with further $35 million and $40 million tranches to be made available and paid out as the company satisfy certain conditions. These funds will go towards the company’s ongoing construction and development of manufacturing facilities for it carbon fiber wheel products.

In turn, Carbon Revolution must maintain positive average monthly adjusted EBITDA through the length of the agreement and maintain cash available equal to six times the average monthly EBITDA it has posted since June 30.

Carbon Revolution must also pay OIC fees in cash and shares if it does not follow up this raise with $60 million in new debt or equity joining the mix by December 31. If it raises less than $45 million by this time, it is to owe OIC $6 million in cash or $1.5 million in cash and 500,000 shares by May 2027.

If it raises between $45 million and $60 million, it will owe OIC $3 million in cash or the same alternate compensation reduced by 1 share for every $30 it raises over $45 million.

As it stands, Carbon Revolution’s combination would provide it about $63.9 million from Twin Ridges’ trust, assuming no further redemptions. Twin Ridge also included a $60 million standby equity purchase agreement with a Yorkville affiliate at announcement, but this facility is not mentioned in the updated materials.

The parties have adjusted Carbon Revolution’s compensation in connection with the financing as well. At announcement, each of its shares were to convert into 0.0877 combined company shares, but this ratio will now be reduced about -27% to between 0.0640 and 0.0643 depending on Twin Ridge’s final redemption rate.

Carbon Revolution shareholders are now expected to own between 29.2% and 34.7% of the combined company at close, depending on final redemptions. Despite the decreased conversion ratio, ASX traders appear to be encouraged by the prospect of the new funding and Carbon Revolution’s shares are up about +4.3% in Australia.

These traders are apparently also undeterred by Carbon Revolution’s revised financial projections, which it released along with the news.

These drop the company’s forecast for 2023E revenue and EBITDA from $50.3 million and -$13.8 million at announcement to $47.4 million and -$26 million, respectively. The company expects to jump ahead next year to near-profitability with $90.1 million in revenue and -$1.9 million in EBITDA.

The two sides initially announced their $270 million combination in November 2022. Geelong, Australia-based Carbon Revolution makes ultra-light carbon fiber wheels for the high-end automotive industry.