RMG Acquisition Corp. III *

RMG Acquisition Corp. III *

Jan 4, 2021 by Matt Cianci

EXTENSION – 10/18/24 – LINK

  • The SPAC approved the extension from August 9, 2024 to August 9, 2025.
    • 473,063 shares were redeemed at the meeting.
    • No contribution will be made into the trust account.

LIQUIDATION – 4/9/24 – LINK [REVERSED]

  • The last day of trading will be April 22, 2024.
    • The estimated redemption price will be $10.00/Share.

The below-announced combination was terminated on 4/1/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: H2B2 Electrolysis Technologies, Inc.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

RMG Acquisition Corp. III enters into business combination agreement with H2B2 Electrolysis Technologies, Inc.

  • H2B2 is a technology company that promotes, develops, finances, designs, integrates, builds, operates and maintains hydrogen production systems based on water electrolysis, providing complete solutions for generation, compression, storage, commercialization, refiling stations and all other uses of green hydrogen.

EXTENSION – 2/9/24 – LINK

  • The SPAC approved the extension from February 9, 2024 to August 9, 2024.
    • 80,694 shares were redeemed at the meeting.
    • No contribution will be made into the trust account.

EXTENSION – 8/7/23 – LINK

  • The SPAC approved the extension from August 9, 2023 to February 9, 2024.
    • 282,624 shares were redeemed at the meeting.
    • No contribution will be made into the trust account.

TRANSACTION

  • H2B2’s stockholders will roll 100% of their equity holdings into the combined public company.
  • The base purchase price of $750,000,000 is subject to adjustment based on the results of the proposed capital raise transaction.
  • H2B2 is separately undertaking a capital raise transaction, which is expected to close prior to the Proposed Transaction. The capital raise transaction is being led by Natixis Partners Iberia S.A. and BCW Securities LLC, an affiliate of RMG III.
  • The parties expect the Proposed Transaction to close in the second half of 2023.
  • The surviving corporation will be named “H2B2 Electrolysis Technologies, Inc.”, and its shares of common stock of the surviving corporation are expected to be listed on the Nasdaq Capital Market.
  • The current CEO of H2B2, Anselmo Andrade Fernández de Mesa, will continue to serve as CEO of the combined company.

SPAC FUNDING

  • The proposed business combination is expected to be supported by a private capital raise and/or a PIPE transaction, in each case is/are expected to be completed prior to the closing of the proposed business combination.

EARNOUT

  • This transaction is not subject to any earn-outs.

LOCK-UP

  • Company and Sponsor:
    • The Lock-Up Agreements will restrict the transfer off the Lock-Up Shares (all shares held by the company and sponsor) until the date that is 180 days after Closing.
      • Only 80% of the shares held by H2B2 stockholders other than C-level executives, Chairman, Blanca de Porres, and Ardachon will be subject to the Lock-Up.

NOTABLE CONDITIONS TO CLOSING

  • The Proposed Transaction is further conditioned upon:
    • The consummation of a capital raise transaction of at least $40 million, [AMENDED on 12/18/23 to lower the amount from $40 million to $30 million]
    • The completion of a cashless warrant exchange by RMG III,
    • Approval by RMG’s shareholders, and
    • Certain governmental and regulatory approvals (including HSR).

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated if the Closing has not occurred on or before March 31, 2024 (the “Outside Date”).

ADVISORS

  • RMG III Advisors:
    • Cohen & Company Capital Markets is acting as capital markets advisor
    • Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal advisor
    • Pérez-Llorca is acting as Spanish counsel
  • H2B2 Advisors:
    • Natixis Partners Iberia S.A. and BCW Securities LLC are acting as co-private placement agents
    • Latham & Watkins LLP is acting as legal advisor

MISCELLANEOUS

  • RMG III intends to convert all the public and private placement warrants into newly issued common stock of the surviving corporation.
  • There will be a proposal to all public and private placement warrant holders for the conversion of each warrant into a newly issued common stock of the surviving corporation, at a ratio of up to 0.075 shares of the surviving corporation.

EXTENSION – 1/11/23 – LINK

  • The SPAC approved the extension from February 9, 2023 to May 9, 2023 and to allow RMG III, without another shareholder vote, to extend the date to consummate a business combination up to three times by an additional month each time after the Extended Date for a total of up to six months, to August 9, 2023, if RMG III has entered into a definitive business combination agreement.
    • 47,381,598 Class A Ordinary Shares, representing approximately 98.10% of the issued and outstanding Class A Ordinary Shares.

SUBSEQUENT EVENT – 1/10/23 – LINK

  • The Special Meeting has been adjourned to 10:00 a.m., Eastern Time, on January 11, 2023.

MANAGEMENT & BOARD


Executive Officers

Robert S. Mancini, 63
Chief Executive Officer and Director

Mr. Mancini has also served as the Chief Executive Officer and a director of RMG Acquisition Corp. from October 2018 through its business combination with Romeo Power in December 2020, and will serve as chairman of the board of directors of Romeo Power. He has also served as the Chief Executive Officer and a director of RMG Acquisition Corporation II since its inception in December 2020. From June 2018 to December 2018, Mr. Mancini served as a Senior Advisor to Carlyle Power Partners and was a Partner and a Managing Director with The Carlyle Group and head or co-head of Carlyle’s power investment business from December 2012 until June 2018. Prior to joining Carlyle, from June 1993 to December 2012, Mr. Mancini was an employee of Goldman Sachs & Co., and from November 1999 through December 2012 was a Managing Director at Goldman Sachs & Co. From December 2003 to December 2012, Mr. Mancini led or co-led Goldman Sach’s on-balance sheet power asset investment business. During that period Goldman Sachs conducted most of its power asset investment business through its wholly owned subsidiary, Cogentrix Energy LLC, where Mr. Mancini served in various capacities, including as the President, co-President and Chief Executive Officer and serving as a member of the Board. Mr. Mancini was instrumental in the formation of and Goldman’s entry into the power asset investment business in 2003 and he was also responsible for the creation of Goldman’s proprietary Commodities Principal Investment business in 2006, where he led investments on Goldman’s behalf in companies involved in the processing, production and logistics for a broad range of commodities including base, precious and specialty metals, oil, gas, coal and other energy related raw materials, as well as CO2 offsets and mitigation. Prior to 2003, Mr. Mancini was a member of the legal department where he eventually became the Deputy General Counsel of the Securities Division. During his tenure at Goldman, Mr. Mancini sat on several committees including the firm-wide Risk Committee, Operational Risk Committee, and Divisional Risk Committee, as well as several portfolio company boards. Prior to joining Goldman, Mr. Mancini spent nine years in private practice as a lawyer with Debevoise and Plimpton, where he established that firm’s derivatives practice. Mr. Mancini received his J.D. from New York University School of Law in 1984, where he was a member of Law Review, and received his B.A. degree from Binghamton University in 1980.


Philip Kassin, 63
President, Chief Operating Officer and Director

Mr. Kassin has also served as the president, chief operating officer and a director of RMG Acquisition Corp. from October 2018 through its business combination with Romeo Power in December 2020, and will serve as a director of Romeo Power. He has also served as the president, chief operating officer and a director of RMG Acquisition Corporation II since its inception in December 2020. From August 2016 to October 2016, Mr. Kassin was a Managing Director and Head of M&A and Financing at M-III Partners and has over 35 years of experience as both an advisor and investor in public and private equity. At M-III Partners, he completed a $345 million SPAC transaction for M-III Acquisition Corp., successfully acquiring Infrastructure and Energy Alternatives (NASDAQ: IEA) from Oaktree Capital Management, and serving on its Board from March 2018 to September 2018. Prior to joining M-III Partners, Mr. Kassin was a Senior Managing Director at Evercore from July 2010 to April 2016, specializing in chemicals and energy. Prior to Evercore, from September 2005 to July 2010, Mr. Kassin was the Head of M&A and Financing for Access Industries, a privately held industrial group which focused on natural resources and chemicals, media and telecommunications, technology and e-commerce and real estate. Mr. Kassin also served as a Supervisory Board Member of Basell Polyolefins from 2005 to 2007 and as a Supervisory Board Member of LyondellBasell Industries from 2007 to 2010, where he also served as Chairman of the Finance and Investment Committee and Chairman of the Audit Committee. Earlier in his career, Mr. Kassin held senior investment banking roles at Morgan Stanley, Goldman Sachs, Merrill Lynch and AIG. He was also a Partner at PwC where he was responsible for its energy M&A consulting practice. Mr. Kassin started his career as a utilities analyst at Standard & Poor’s. Mr. Kassin earned an M.P.A. from the Maxwell School at Syracuse University and a B.A, in Policy Studies from Syracuse University. He also has FINRA Series 24, 63 and 79 Qualifications.


Wesley Sima, 32 [Resigned]
Chief Financial Officer

In February 2019, Mr. Sima joined RMG Acquisition Corp. as a consultant, functioning as Treasurer and Controller as well as being a member of RMG Acquisition Corp.’s deal execution team through its business combination with Romeo Power in December 2020. From August 2016 to January 2019, Mr. Sima served as a Vice President of M-III Partners, completing a $345 million SPAC transaction for M-III Acquisition Corp., the special purpose acquisition vehicle of M-III Partners, acquiring Infrastructure and Energy Alternatives (NASDAQ: IEA) from Oaktree Capital Management and executing three successful follow-on acquisitions, while also advising M-III Partners’ largest financial advisory client, Sears Holdings Corp. (formerly NASDAQ: SHLD), for two years on its capital restructuring and bankruptcy process. From 2014 to 2016, Mr. Sima was a member of ING Capital LLC’s Natural Resources Project Finance, Corporate Finance, and Advisory deal teams in New York City. Mr. Sima began his professional career in 2012 as a member of both the finance and corporate development teams at Entegra Power Group, formerly an independent power producer and owner/operator of multiple natural gas related assets, based in Tampa, FL. Mr. Sima earned his Master of Business Administration and dual B.S. in Finance and Marketing from the Florida State University, graduating in 2012 and 2010 respectively.


 

Board of Directors

D. James Carpenter, 53
Chairman and Director

Mr. Carpenter has also served as the Chairman of the Board of Directors of RMG Acquisition Corp. from October 2018 through its business combination with Romeo Power in December 2020. He is also the chairman and a director of RMG Acquisition Corporation II. Mr. Carpenter is the Founder and Chief Executive Officer of Riverside Management Group, LLC (“Riverside”) for 24 years. From 2002 to 2004, Mr. Carpenter served as the Chief Executive Officer of Horsehead Industries (renamed American Zinc Recycling), the largest zinc recyclers and producers in the U.S. Mr. Carpenter was a founding investor and has served as a longtime advisor, and since 2016 has served as a board member of Allied Resource Corp, a clean water and clean energy company. He is a founder of Mohegan Energy where he led the capital formation for the acquisition of Met Resources. Mr. Carpenter earned his B.A. from Boston University in 1989. He also has FINRA Series 24, 63 and 79 licenses.


W. Grant Gregory, 79 [Resigned 10/27/22]
Director

Mr. Gregory has served as a director of RMG Acquisition Corp. from February 2019 through its business combination with Romeo Power in October 2020. He has also served as a director of RMG Acquisition Corporation II since its inception in December 2020. He is also the founder, and since December 1987 has served as the Chairman, of Gregory & Hoenemeyer, Inc., a financial advisory firm providing mergers and acquisitions and strategic services to firms, including private equity firms. Mr. Gregory’s expertise includes corporate governance and ethical business practices, mergers and acquisitions and tax policy. Mr. Gregory has served successfully in numerous leadership roles as chairman of the board, chief executive officer, investment banker, merchant banker and director of public, private and nonprofit corporations. Mr. Gregory previously served as a corporate director of NYSE member companies, including Chrysler Corporation until 2007, MCI until 2006 and Renaissance Hotels Inc. until 1997, and he has served as the chairman of the audit, governance and compensation committees for a number of NYSE member companies. Mr. Gregory has also served as chairman of Special Independent Directors Committees for numerous NYSE member companies. He was Vice Chairman of Cerberus Capital Management, L.P. from 2005 until 2011. Mr. Gregory is also a founder of DoubleClick Inc. Mr. Gregory was previously Chairman of the Board of Touche Ross & Co. (Deloitte Touche Tohmatsu), where he worked for 24 years until 1987. Mr. Gregory has served as Executive Co-Chairman of the United States Privatization Council and the U.S. Trade Representative’s Advisory Committee on International Trade in Services. He currently serves as Chairman Emeritus of the National Forest Foundation, Director Emeritus of the Wyoming Wildlife Foundation, Director Emeritus of The National Board of Directors of Junior Achievement, and Director of the Neely Center for Ethical Leadership and Decision Making at the University of Southern California. Mr. Gregory graduated with distinction from the University of Nebraska in 1964, where he was later awarded an Honorary Doctorate of Humane Letters, as well as The Builder Award, the University’s highest non-academic recognition.


Craig Broderick, 61
Director

Mr. Broderick has served as a director of RMG Acquisition Corp. from February 2019 through its business combination with Romeo Power in October 2020. He has also served as a director of RMG Acquisition Corporation II since its inception in December 2020. Mr. Broderick is a Senior Director of Goldman, Sachs & Co., from which he retired as an active employee in January 2018 after a 32-year career. He was most recently the firm’s Chief Risk Officer, a member of its Management Committee, and chair or co-chair of key risk committees. Mr. Broderick reported to the firm’s CEO and was responsible for managing the firm’s Risk Division, which oversees control of the firm’s credit, market, liquidity, operational, model and insurance risks. Prior to his tenure at Goldman, Mr. Broderick was a lending officer at the Chase Manhattan Bank. Mr. Broderick also currently serves as a Director of the Bank of Montreal and of McDermott International. He is also a Senior Advisor to Stone Point Capital, a private equity firm primarily investing in the global financial services industry. Mr. Broderick previously served for nine years as a Trustee of the William and Mary Foundation and was chair of its Investment Committee. Mr. Broderick graduated with a BA in Economics from the College of William and Mary.


W. Thaddaeus Miller, 69
Director

Mr. Miller has served as a director of RMG Acquisition Corp. from February 2019 through its business combination with Romeo Power in October 2020. He also serves as Executive Vice Chairman and Chief Legal Officer of Calpine Corporation, one of the largest IPPs in the U.S. He joined Calpine in 2008 and helped lead its post-bankruptcy transition, numerous corporate and asset acquisitions and divestitures, and the recent public-to-private merger sale of Calpine to a private equity group, one of the largest take-private transaction in U.S. history. Mr. Miller has decades of legal and energy industry experience, including substantial experience over the last two decades in power sector mergers and acquisitions, operations and regulatory oversight. In 2006-7, as Executive Vice President and Chief Legal Officer of Texas Genco Inc., he helped lead the merger sale of a large privately held IPP to a public company, having also helped lead the acquisition of Texas Genco a year earlier by five major private equity firms, the largest private equity “club” transaction at the time. From 2002 to 2005, Mr. Miller was a consultant to Texas Pacific Group (now TPG), a private equity firm. From 1998 to 2002, he served as Executive Vice President and Chief Legal Officer of Orion Power, an IPP majority owned by Goldman Sachs, that acquired over 90 power plants in various transactions which he helped lead, as well the company’s IPO and subsequent merger sale. From 1994 to 1998, Mr. Miller was Vice President of Goldman Sachs & Co., where he focused on wholesale electric and other energy commodity trading. Before joining Goldman Sachs & Co., Mr. Miller was a partner with a New York law firm. Mr. Miller earned his Bachelor of Science degree from the United States Merchant Marine Academy, where he has served on the board of directors of the alumni association and foundation, and his Juris Doctor from St. John’s School of Law. In addition, he was an officer in the United States Coast Guard.


Catherine D. Rice, 61
Director

Ms. Rice currently serves as an independent director on the boards of Colony Credit Real Estate (NYSE: CLNC), a commercial real estate credit REIT, and Store Capital Corporation (NYSE: STOR), a net-lease REIT. She has also served as a director of RMG Acquisition Corporation II since its inception in December 2020. From 2013 to 2016, she served as a Managing director and Chief Financial Officer and then Senior Managing Director of W.P. Carey Inc. (NYSE: WPC), one of the largest public global net-lease REITs, where she was responsible for financial strategy, public capital-raising initiatives and a company-wide strategic evaluation, and was also a member of the operating and investment committees. Before joining W.P. Carey, Ms. Rice was a partner and a Managing Director at Parmenter Realty Partners, a private real estate investment firm focused on distressed and value-add properties in the southern regions of the U.S. Prior to that, she was the Chief Financial Officer of iStar Inc. (NYSE: STAR), a publicly traded finance company focused on the commercial real estate industry, where she was responsible for financial strategy and capital-raising initiatives, financial reporting and investor relations. Ms. Rice spent the first 16 years of her career as a professional in the real estate investment banking groups of Merrill Lynch, Lehman Brothers and Banc of America Securities. Ms. Rice received a Bachelor of Arts degree from the University of Colorado and a Master of Business Administration from Columbia University.