Decarbonization Plus Acquisition Corporation II

Decarbonization Plus Acquisition Corporation II

Jan 8, 2021 by Matt Cianci

PROPOSED BUSINESS COMBINATION: Tritium

ENTERPRISE VALUE: $1.4 billion
ANTICIPATED SYMBOL: DCFC

Decarbonization Plus Acquisition Corporation II proposes to combine with Tritium, a Brisbane-based developer and manufacturer of direct current (“DC”) fast chargers for electric vehicles (“EVs”).

Founded in 2001 by e-mobility pioneers Dr. David FinnJames Kennedy, and Dr. Paul Sernia, Tritium designs, develops, and manufactures proprietary hardware for advanced and reliable DC fast charging. The company has a two-decade history in advanced power electronics and electric transportation, starting as a developer of technology for solar race cars and other extraordinary projects, like the battery management system for James Cameron’s “Deepsea Challenger” submersible.

Recognizing opportunity in the emerging EV sector, Tritium applied its experience in power electronics for extreme climates to create DC fast charging technology tested for, and installed in, some of the world’s harshest conditions. Having established itself as a global market leader, Tritium is well-positioned to benefit from accelerating and sustained long-term growth of the global passenger EV market, which is projected to have a compound annual growth rate (“CAGR”) of nearly 20% through 2040. Global EV charging hardware sales are projected to have an average CAGR of more than 25% each year over this period.

Tritium has provided more than 2.7 million high-power charging sessions across 41 countries, delivering over 55 GWh of energy. The company’s intellectual property includes the world’s only fully liquid-cooled, IP65-rated charger, providing customers with technology that is ingress-protected and sealed from outside elements, thus reducing the total cost of ownership.


SUBSEQUENT EVENT – 1/12/22 LINK

  • Tritium has waived the minimum cash condition required to be satisfied at the closing of the business combination (the “Business Combination”).
  • The Closing is expected to occur on January 13, 2022. After the Closing and if the Post-Closing Financing is consummated, NewCo is expected to have a cash balance of approximately $120 million after taking into account
    • (i) approximately $8 million cash held by Tritium as at December 31, 2021
    • (ii) receipt of the funds remaining in the Trust Account after making payments due to DCRN’s shareholders that exercise their redemption rights
    • (iii) payment of approximately $8 million of the parties’ fees and expenses related to the Business Combination due at Closing
    • (iv) receipt of $15 million of proceeds from the previously announced PIPE investment (the “PIPE”)
    • (v) receipt of $45 million of proceeds from the Post-Closing Financing
    • (vi) refinancing of certain of Tritium’s existing indebtedness (and related fees and expenses) with the proceeds from the $90 million debt facility with HealthSpring Life & Health Insurance Company, Inc, Cigna Health and Life Insurance Company and Barings Target Yield Infrastructure Debt Holdco 1 S.À R.L. (the “New Debt Facility”); in each case, subject to the satisfaction, amendment or waiver of conditions applicable to the respective commitments.

TRANSACTION

  • The transaction is anticipated to generate gross proceeds of up to approximately US$403 million (AUD$520 million) of cash, assuming minimal redemptions by DCRN’s public stockholders.
  • The funds will be used to fund operations and growth.
  • The pre-money enterprise value of the combined company is US$1.4 billion (AUD$1.8 billion) at the price of US$10 per share, excluding cash to go to the balance sheet.
  • Former Boeing executive Jane Hunter will continue as the Chief Executive Officer of Tritium, alongside co-founders James Kennedy (Chief Technology Officer) and Dr. David Finn (Chief Growth Officer), and executives David Toomey (Chief Revenue Officer) and Michael Hipwood (Chief Financial Officer).
  • Robert TichioJane Hunter, Dr. David Finn, Trevor St. Baker AO (Founder and Chairman of St. Baker Energy Innovation Fund), Brian Flannery (Managing Director of White Energy Company Limited), and Kara Frederick (Managing Director of Tiger Financial Group) are expected to join the combined company’s board of directors when the transaction closes.

decarb ii trans overview


SUBSEQUENT EVENT – PIPE – 8-K Link

  • Palantir Technologies Inc. has agreed to purchase 1.5 million shares for a total of $15 million upon the deal completing.
  • Palantir and Tritium also signed a contract that will provide Tritium with access to the Palantir Foundry platform, the company’s award-winning platform that helps businesses accelerate their end-to-end data transformation and redefine their industries.

LOCK-UP

  • All existing shareholders of Tritium for six months after the Closing of the Business Combination.

SPONSOR SUPPORT AGREEMENT

  • The Sponsor agreed to not transfer the Founder Shares (or NewCo Ordinary Shares issuable upon conversion thereof in the Merger) until the earlier of:
    • (a) one year after the Closing or
    • (b) subsequent to the Closing,
      • (x) if the last sale price of the NewCo Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or
      • (y) the date on which NewCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of NewCo’s shareholders having the right to exchange their NewCo Ordinary Shares for cash, securities or other property and
    • Not transfer any warrants (or NewCo Ordinary Shares issued or issuable upon the exercise of the warrants) until 30 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • The Company has cash in the trust account of not less than $200,000,000

NOTABLE CONDITIONS TO TERMINATION

  • If the Closing of the Business Combination Agreement has not occurred prior to January 14, 2022 (the “Outside Date”)
  • The Committed Shareholders agreed to pay to the Company a termination fee of $50,000,000 if the Business Combination Agreement is terminated by the Company or Tritium as a result of a certain shareholder of Tritium’s acquisition of securities of Tritium (other than the acquisition of securities:
    • (a) not in accordance with the Shareholders’ Deed from another Tritium shareholder,
    • (b) of a de minimis amount from another Tritium shareholder or
    • (c) newly issued securities directly from Tritium and without violation of the Business Combination Agreement) pursuant to the Shareholders’ Deed.

St Baker Energy Holdings Pty Ltd, as trustee for the St Baker Energy Innovation Trust, Ilwella Pty Ltd, Varley Holdings Pt. Limited and Finnmax Pty Ltd, as trustee for The Finn Family Trust (collectively, the “Committed Shareholders”)


ADVISORS

  • Latham & Watkins LLP (US), Corrs Chambers Westgarth (Australia), and the Australian Partnership of Ernst & Young are advising Tritium
  • DCRN is advised by Vinson & Elkins L.L.P. (US) and Clifford Chance LLP (Australia).
  • Credit Suisse served as the exclusive financial advisor to a shareholder consortium that owns a substantial majority and control stake in Tritium
  • JPMorgan and Citigroup served as financial advisors to DCRN.

MANAGEMENT & BOARD


Executive Officers

Erik Anderson, 62
Chief Executive Officer and Director

Mr. Anderson has served as Chief Executive Officer and a member of the board of directors of Decarb I since October 2020. Mr. Anderson founded WRG, a collaboration of leading investment firms providing integrated capital solutions to the global innovation economy, in 2002 and has served as chief executive officer of WRG since its inception. In 2018, Mr. Anderson became executive chairman of Singularity University, a company that offers executive educational programs, a business incubator and innovation consultancy service. Mr. Anderson is also the executive chairman of Topgolf Entertainment Group, a global sports and entertainment company. Mr. Anderson has received numerous honors, including the Ernst & Young Entrepreneur of the Year Award. In 2018 and 2017, Mr. Anderson was honored by Goldman Sachs as one of their Top 100 Most Intriguing Entrepreneurs. In 2019 and 2018, Mr. Anderson was ranked by Golf Inc.as the No. 3 most powerful person in the golf industry after being ranked No. 8 in 2017. Mr. Anderson is Vice-Chairman of ONEHOPE, a cause-centric consumer brand and technology company, and is the founder of America’s Foundation for Chess, currently serving 160,000 children in the United States with its First Move curriculum. Mr. Anderson serves on the Board of Play Magnus, an interactive chess app. In 2019, Mr. Anderson became a member of the board of Pro.com, a leader in the home improvement experience industry. His investment experience includes being partner at Frazier Healthcare Partners, chief executive officer of Matthew G Norton Co. and vice president at Goldman, Sachs & Co. Mr. Anderson was recognized early in his career as one of the top “40 under 40” young achievers and emerging leaders by Seattle’s Puget Sound Business Journal. Mr. Anderson holds a master’s and bachelor’s degree in Industrial Engineering from Stanford University and a bachelor’s degree (Cum Laude) in Management Engineering from Claremont McKenna College.


Peter Haskopoulos, 44
Chief Financial Officer, Chief Accounting Officer and Secretary

Mr. Haskopoulos has served as chief financial officer, chief accounting officer and secretary of Decarb I since August 2020. Mr. Haskopoulos is a managing director of Riverstone and serves as Riverstone’s chief financial officer. Prior to joining Riverstone in 2007, Mr. Haskopoulos served in several financial roles within Thomson Reuters Corporation (NYSE: TRI), most recently as the director of finance. Previously, he was a manager with Ernst & Young, where he worked with both public and private companies. Mr. Haskopoulos started his career at Arthur Andersen. Mr. Haskopoulos earned his M.B.A. and undergraduate degree from Rutgers University and is a certified public accountant.


Board of Directors

Dr. Jennifer Aaker, 53
Director

Dr. Aaker has served as a member of the board of directors of Decarb I since October 2020. Dr. Aaker has been the General Atlantic Professor at Stanford Graduate School of Business since 2001 and serves as the Coulter Family Faculty Fellow at Stanford Graduate School of Business. A behavioral scientist and author, Dr. Aaker is widely published in leading scientific journals and her work has been featured in The Economist, The New York Times, The Wall Street Journal, The Washington Post, BusinessWeek, Forbes, NPR, CBS MoneyWatch, Inc., and Science. Dr. Aaker is the coauthor of several books including the award-winning book, The Dragonfly Effect, which has been translated into over ten languages, as well as Power of Story, which drew on behavioral science to provide a hands-on tool putting The Dragonfly Effect model to work. Her professional areas of focus include artificial intelligence, digitization and brand value. Dr. Aaker currently serves on the board of directors of Codexis Inc. and on the board of directors and audit committee of the Stephen and Ayesha Curry Eat. Learn. Play. Foundation. Ms. Aaker served on the boards of Corporate Visions, Inc. from 2011 to 2016, California Casualty Insurance from 2009 to 2015, and Accompany from 2014 to 2018. She is the recipient of the Distinguished Scientific Achievement Award, Stanford Distinguished Teaching Award, Citibank Best Teacher Award, George Robbins Best Teacher Award, Robert Jaedicke Silver Apple Award, and the MBA Professor of the Year Award. Dr. Aaker completed her PhD degrees at Stanford University, and holds a BA from UC Berkeley.


Jane Kearns, 50
Director

Ms. Kearns has served as a member of the board of directors of Decarb I since October 2020. Ms. Kearns is Vice President, Growth Services (since May 2019), and Senior Advisor, Cleantech (since October 2012), at MaRS Discovery District. MaRS is a launchpad for startups, a platform for researchers and a home to innovators, supporting over 1,200 Canadian science and technology companies tackling society’s greatest challenges in four core categories: cleantech, health, fintech and enterprise software. Ms. Kearns co-founded, grew and profitably sold a renewable energy company, and leverages over 20 years of experience in venture capital, cleantech and sustainability to help build businesses that matter. Ms. Kearns is a co-founder of the CanadaCleantech Alliance, sits on the board of Clear Blue Technologies International (TSXV: CBLU), is an advisory board member for StandUp Ventures and Amplify Ventures, and is a member of the Expert Panel on Clean Growth for the Canadian Institute for Climate Choices. She holds an MBA from Columbia University.


Pierre Lapeyre, Jr., 58
Director

Mr. Lapeyre has served as a member of the board of directors of Decarb I since October 2020. Mr. Lapeyre is the co-founder and senior managing director of Riverstone Holdings LLC. Mr. Lapeyre was a managing director of Goldman Sachs in its Global Energy & Power Group. Mr. Lapeyre joined Goldman Sachs in 1986 and spent his 14-year investment banking career focused on energy and power, and leading client coverage and execution of a wide variety of M&A, IPO, strategic advisory and capital markets financings for clients across all sectors of the industry. Mr. Lapeyre received his B.S. in Finance/Economics from the University of Kentucky and his M.B.A. from the University of North Carolina at Chapel Hill. Mr. Lapeyre serves on the boards of directors or equivalent bodies of a number of public and private Riverstone portfolio companies and their affiliates. In addition to his duties at Riverstone, Mr. Lapeyre serves on the Executive Committee of the Board of Visitors of the MD Anderson Cancer Center and is a Trustee and Treasurer of The Convent of the Sacred Heart.


David Leuschen, 69
Director

Mr. Leuschen has served as a member of the board of directors of Decarb I since October 2020. Mr. Leuschen is the co-founder and senior managing director of Riverstone Holdings LLC. Prior to Riverstone, Mr. Leuschen was a partner and managing director at Goldman Sachs and founder and head of the Goldman Sachs Global Energy and Power Group. Mr. Leuschen was responsible for building the Goldman Sachs energy and power investment banking practice into one of the leading franchises in the global energy and power industry. Mr. Leuschen additionally served as chairman of the Goldman Sachs Energy Investment Committee, where he was responsible for screening potential direct investments by Goldman Sachs in the energy and power industry. In addition to his board roles at various Riverstone portfolio companies and investment vehicles, Mr. Leuschen has served as a director of Cambridge Energy Research Associates, Cross Timbers Oil Company (predecessor to XTO Energy) and J. Aron Resources. He is also president and sole owner of Switchback Ranch LLC and on the Advisory Board of Big Sky Investment Holdings LLC. David serves on a number of nonprofit boards of directors, including as a Trustee of United States Olympic Committee Foundation, a Director of Conservation International, a Director of the Peterson Institute for International Economics, a Founding Member of the Peterson Institute’s Economic Leadership Council, a Director of the Wyoming Stock Growers Association and a Director of the Montana Land Reliance. Mr. Leuschen received his A.B. from Dartmouth and his M.B.A. from Dartmouth’s Amos Tuck School of Business.


Robert Tichio, 43
Director

Mr. Tichio has served as a member of the board of directors of Decarb I since August 2020. Mr. Tichio is a partner and managing director of Riverstone Holdings LLC. Mr. Tichio joined the firm in 2006 and has been focused on the firm’s Private Equity business. Prior to joining Riverstone, Mr. Tichio was in the Principal Investment Area (PIA) of Goldman Sachs, which manages the firm’s private corporate equity investments. Mr. Tichio began his career at J.P. Morgan in the Mergers & Acquisition Group, where he concentrated on assignments that included public company combinations, asset sales, takeover defenses, and leveraged buyouts. Mr. Tichio received his A.B. from Dartmouth College as a Phi Beta Kappa graduate, and later received his M.B.A. with Distinction from Harvard Business School. Mr. Tichio serves on a number of nonprofit and Riverstone portfolio company boards.


Jim McDermott, 51
Director

Mr. McDermott has served as the lead independent director of the board of directors of Decarb I since October 2020. Mr. McDermott is the founder and chief executive officer of Rusheen Capital Management, a private equity firm that invests in growth-stage companies in the carbon capture and utilization, low-carbon energy and water sustainability sectors. As an investor and entrepreneur, Mr. McDermott has founded, run and invested in over 35 businesses over a 25 year career and has built an extensive professional network in the low-carbon energy, water and sustainability sectors. From 1996 to 2003, Mr. McDermott founded and ran Stamps.com (STMP:NASDAQ), Archive.com (sold to Cyclone Commerce) and Spoke.com. From 2003 to 2017, Mr. McDermott co-founded and served as Managing Partner of US Renewables Group, a private investment firm, where he raised and invested approximately $1 billion into clean energy businesses. Mr. McDermott was founder and board member of NanoH2O, is the founder and executive chairman of Fulcrum BioEnergy, investor and board observer of Moleaer, a board member of Carbon Engineering and the chief executive officer of 1PointFive. For five years, Mr. McDermott has been a board member of the Los Angeles Cleantech Incubator. Mr. McDermott holds a MBA from UCLA, and a BA in Philosophy from Colorado College.


Jeffrey H. Tepper, 54
Director

Mr. Tepper has served as a member of the board of directors of Decarb I since October 2020. Mr. Tepper is founder of JHT Advisors LLC, a mergers and acquisitions (“M&A”) advisory and investment firm. From 1990 to 2013, Mr. Tepper served in a variety of senior management and operating roles at the investment bank Gleacher & Company, Inc. and its predecessors and affiliates (“Gleacher”). Mr. Tepper was head of investment banking and a member of Gleacher’s Management Committee. Mr. Tepper is also Gleacher’s former chief operating officer overseeing operations, compliance, technology and financial reporting. In 2001, Mr. Tepper co-founded Gleacher’s asset management activities and served as president. Gleacher managed over $1 billion of institutional capital in the mezzanine capital and hedge fund areas. Mr. Tepper served on the investment committees of Gleacher Mezzanine and Gleacher Fund Advisors. Between 1987 and 1990, Mr. Tepper was employed by Morgan Stanley & Co. as a financial analyst in the M&A and merchant banking departments. Mr. Tepper served as a director of Silver Run I from its inception in November 2015 until the completion of its acquisition of Centennial in October 2016 and has served as a director of Centennial Resource Development, Inc. (NASDAQ: CDEV) since October 2016. Mr. Tepper is a former director of Alta Mesa Resources, Inc. (NASDAQ: AMR) and its predecessor, Silver Run II, between March 2017 and June 2020. Mr. Tepper received a Master of Business Administration from Columbia Business School and a Bachelor of Science in Economics from The Wharton School of the University of Pennsylvania with concentrations in finance and accounting.


Michael Warren, 53
Director

Mr. Warren has served as a member of the board of directors of Decarb I since November 2020. Mr. Warren is the Managing Director of Albright Stonebridge Group (“ASG”). Mr. Warren served as ASG’s Managing Principal from 2013 to 2017 and as Principal from 2009 to 2013. Prior to ASG, Mr. Warren served as the Chief Operating Officer and Chief Financial Officer of Stonebridge International from 2004 to 2009, where he managed operations, business development, finance, and personnel portfolios. Mr. Warren served in various capacities in the Obama Administration, including as senior advisor in the White House Presidential Personnel Office and as co-lead for the Treasury and Federal Reserve agency review teams of the Obama-Biden Presidential Transition. Mr. Warren serves on the board of Brookfield Property Partners, the Board of Trustees and the risk & audit committees at Commonfund, the Board of Directors of Walker & Dunlop, Inc, and the Board of Directors of MAXIMUS. He serves as a Trustee of Yale University and is a member of the Yale Corporation Investment Committee. Mr. Warren formerly served as a Trustee of the District of Columbia Retirement Board and as a member of the Board of Directors of the United States Overseas Private Investment Corporation. Mr. Warren received degrees from Yale University and Oxford University where he was a Rhodes Scholar.