TortoiseEcofin Acquisition Corp. III *

TortoiseEcofin Acquisition Corp. III *

Feb 26, 2021 by Matt Cianci

LIQUIDATION – 8/23/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be September 6, 2024.
    • The per-share redemption price was not mentioned

The below-announced combination was terminated on 8/23/24.  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: One Power Company  [Terminated]

ENTERPRISE VALUE: $384 million
ANTICIPATED SYMBOL: ONEP

TortoiseEcofin Acquisition Corp. III proposes to combine with One Power Company .

One Power is an industrial power company and the largest installer of on-site, behind-the-meter, wind energy in the United States. Recognizing that large energy consumers are fed up with the failings of legacy utilities, One Power developed modern energy services to control cost and risk, such as Wind for Industry® and Managed High Voltage®. One Power is building the customer-centric grid of the future. Founded in 2009, One Power is headquartered in Findlay, Ohio and currently has approximately 65 employees.


SUBSEQUENT EVENT – 7/31/24 – LINK

  • On July 25, 2024, TortoiseEcofin Acquisition Corp. III received a termination letter from One Energy Enterprises Inc. concerning their business combination agreement dated February 14, 2024, which the company disputes and considers still active, while exploring legal options.

SUBSEQUENT EVENT – 6/12/24 – LINK

  • The Investors agreed to contribute an aggregate of $100,000 to the Sponsor as a capital contribution, which Capital Contribution will generally be treated as part of a loan made by the Sponsor to the Company and will be loaned by the Sponsor to the Company for working capital expenses and extensions, within two business days after the execution of the Subscription Agreements.
    • In consideration of such Capital Contribution, the Subscription Agreements contemplate that the Investors will receive, upon consummation, if any, of the proposed business combination with One Energy, an aggregate of 50,000 shares of issued by TRTL Holding Corp.
    • The Subscription Shares will be issued within two business days after the DeSPAC Closing and will have certain registration rights described in the Subscription Agreements.
    • In addition, within seven days of the DeSPAC Closing, Pubco will pay the Investors an aggregate of additional one-time cash payment in the aggregate amount of $50,000.
  • The Investors will have a one-time option to cause Pubco to repurchase up to an aggregate of 240,000 shares of common stock owned by the Investors as a result of private purchases of One Energy’ Series A shares prior to the closing of the Business Combination, at $10.00 per share, which option is exercisable within the first thirty trading days following the completion of the Business Combination.

SUBSEQUENT EVENT – 5/13/24 – LINK

  • BCA Amendment:
    • The Sponsor earnout was decreased further to 500,000 shares.
    • The removal from the Business Combination Agreement of the condition to the Closing that TRTL, at the Closing, have at least $5,000,001 of net tangible assets.

SUBSEQUENT EVENT – 4/26/24 – LINK

  • Under the Subscription Agreement, the Investor will contribute $400,000 to the Sponsor as a capital contribution.
    • This amount will be treated like a loan and used by the Company for working capital, to be provided within two business days after the agreement is signed.
    • In return for this contribution, upon successful completion of the proposed business combination, the Investor will receive 200,000 shares from TRTL Holding Corp., which will be the new public company after the business combination.
    • These shares will be issued within two business days after the business combination is finalized and come with certain rights for the shares to be publicly registered.
  • Once the Company repays the $400,000 to the Sponsor, the Sponsor will then pay the same amount to the Investor within five business days after the business combination closes.
    • Additionally, the new public company will make a one-time cash payment of $200,000 to the Investor within seven days after the business combination closes.

EXTENSION – 4/26/24 – LINK

  • The SPAC approved the extension from April 22, 2024 to October 22, 2024.
    • 1,744,889  shares were redeemed.
    • $0.02/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 2/21/24 – LINK

  • BCA Amendment:
    • The Sponsor earnout was decreased to 1,750,000 shares.
    • The Outside Date was extended to April 22, 2024.

EXTENSION – 10/23/23 – LINK

  • The SPAC approved the extension from October 22, 2023 to April 22, 2024.
    • 17,235,298 shares were redeemed for $10.49 per share.
    • $0.015/share per month will be deposited into the trust account.

TRANSACTION

  • The aggregate transaction consideration deliverable to the One Energy stockholders shall be a number of newly issued shares of common stock of the Combined Company equal to $300 million minus the amount of indebtedness of One Power at the Closing, with each share of common stock valued at $10 per share.
  • CSR participants, which are expected to consist of non-redeeming TRTL public shareholders as well, potentially, as PIPE investors, if any, are entitled to receive all or a portion of these approximately 5.5 million shares; if post-closing trading prices exceed the applicable threshold
  • A number of sponsor warrants will be terminated in connection with the transaction.

one power


SPAC FUNDING

  • There is no additional funding at this time.

CONTINGENT SHARE RIGHTS

  • CSR participants, which are expected to consist of non-redeeming TRTL public shareholders as well, potentially, as PIPE investors, if any, are entitled to receive all or a portion of these approximately 5.5 million shares; if post-closing trading prices exceed the applicable threshold

EARNOUT [Amended – see Subsequent Event from 2/21/24]

  • Company
    • One Energy stockholders will have a contingent right to receive up to an additional five million shares, upon the Combined company meeting certain share price targets set forth in the Business Combination Agreement over a 5-year period.
      • 50% if the share is equal to or exceeds $12.50 for 20/30 trading days
      • 50% if the share is equal to or exceeds $15.00 for 20/30 trading days
  • Sponsor
    • 2.25 million founder shares to be issued to the Sponsor, if following the Closing Date and ending on and including the date of the two year anniversary of the Closing Date:
      • The share price equals or exceeds $12.00 for 20/30 trading day

LOCK-UP

  • Company
    • CEO of One Power – 3 years after the Closing Date
    • Future members of the board of directors of the Combined Company will also be required to agree to 2 year lock-up agreements.
  • Sponsor
    • 2 years after the Closing Date or if the share price equals or exceeds $15.00 for 20/30 trading days

NOTABLE CONDITIONS TO CLOSING

  • TRTL having net tangible assets of at least $5,000,001
    • This condition was removed – LINK

NOTABLE CONDITIONS TO TERMINATION

  • By either TRTL or One Energy if the Merger is not consummated by February 14, 2024.
  • On 2/21/24, the Outside Date was extended to April 22, 2024 – Link

ADVISORS

  • Company
    • Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), served as exclusive financial advisor, lead capital markets advisor and sole placement agent.
      • Nelson Mullins Riley & Scarborough LLP served as legal counsel.
  • SPAC
    • Ellenoff, Grossman & Schole LLP served as legal counsel.

LETTER OF INTENT – 7/20/23 – LINK

  • TortoiseEcofin Acquisition Corp. III (TRTL) announces new non-binding LOI for a proposed Business Combination with an industrial renewable power solutions company (the “Target”).
  • As a result of the signed letter of intent, pursuant to the provisions of the Company’s Amended and Restated Memorandum and Articles of Association, the Company has until October 22, 2023 to consummate its business combination.

MANAGEMENT & BOARD


Executive Officers

Vincent T. Cubbage, 56
Chief Executive Officer and Chairman of the Board of Directors

Mr. Cubbage has served as our Chief Executive Officer and as a Director since February 2021 and will serve as our Chairman of the Board of Directors following the completion of this offering. Since July 2020, Mr. Cubbage has served as Chief Executive Officer, President and as a director of Tortoise Acquisition II, and as Chairman of the Tortoise Acquisition II Board since the completion of its initial public offering in September 2020. Mr. Cubbage served as Chief Executive Officer, President and as a director of Tortoise Acquisition I from November 2018, and as Chairman of the Tortoise Acquisition I Board from the completion of its initial public offering in March 2019, to the completion of its initial business combination with Hyliion on October 1, 2020, and he continues to serve on the board of directors of Hyliion Holdings Corp. He has served as Managing Director — Private Energy of Tortoise Capital Advisors, L.L.C. since January 2019. Mr. Cubbage served as the Chief Executive Officer and a member of the Board of Managers of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP, since it was formed in 2006. He served as Chief Executive Officer, Director and Chairman of the Board of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX), formerly a publicly-traded partnership engaged in the midstream business, from October 2013 to the date of its sale in December 2017. From 2007 to 2011, Mr. Cubbage also served on the board of managers of the general partner of International Resources Partners, LP, a private partnership founded by Lightfoot Capital that was engaged in the mining of natural resources. Prior to founding Lightfoot Capital, Mr. Cubbage was a Senior Managing Director and Head of the Midstream sector in the Investment Banking Division of Banc of America Securities from 1998 to 2006. Before joining Banc of America Securities, Mr. Cubbage was a Vice President at Salomon Smith Barney in the Global Energy and Power Group where he worked from 1994 to 1998. Mr. Cubbage received an M.B.A. from the American Graduate School of International Management and a B.A. from Eastern Washington University.


Stephen Pang, 39
President, Chief Financial Officer and Director

Mr. Pang has served as our President and Chief Financial Officer and as a Director since February 2021. Mr. Pang has served as a director of Tortoise Acquisition II since the completion of its initial public offering in September 2020 and has served as the Chief Financial Officer of Tortoise Acquisition II since July 2020. Mr. Pang served as a director of Tortoise Acquisition I from the completion of its initial public offering in March 2019, and as Chief Financial Officer of Tortoise Acquisition I since January 2020, to the completion of its initial business combination on October 1, 2020, and he continues to serve on the board of directors of Hyliion Holdings Corp. Mr. Pang is a Managing Director and Portfolio Manager at Tortoise, and is responsible for Tortoise’s public and private direct investments across its energy strategies. Prior to joining Tortoise in 2014, Mr. Pang was a director in Credit Suisse Securities (USA) LLC’s Equity Capital Markets Group. Before joining Credit Suisse Securities (USA) LLC in 2012, he spent eight years in Citigroup Global Markets Inc.’s Investment Banking Division, where he focused on equity underwriting and corporate finance in the energy sector. Mr. Pang received a B.S. in Business Administration from the University of Richmond and is a CFA charterholder.


Steven C. Schnitzer, 59
Vice President, General Counsel and Secretary

Mr. Schnitzer has served as Vice President, General Counsel and Secretary of Tortoise Acquisition II since the completion of its initial public offering in September 2020. Mr. Schnitzer served as Vice President, General Counsel and Secretary of Tortoise Acquisition I from the completion of its initial public offering in March 2019 to the completion of its initial business combination on October 1, 2020, and has served as Director and Private Energy — General Counsel of Tortoise Capital Advisors, L.L.C. since January 2019. Mr. Schnitzer served as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP, from February 2014 through its wind-up in December 2019, and served as Senior Vice President, General Counsel and Secretary of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX), formerly a publicly traded partnership, from February 2014 until its sale in December 2017. Prior to joining Lightfoot Capital Partners GP LLC, Mr. Schnitzer practiced law with the firm of Katten Muchin Rosenman LLP, where he served as the Chair of the Corporate Group of the firm’s Washington, DC office from 2001 to January 2014 and specialized in corporate law, including mergers and acquisitions, corporate finance and securities matters. Prior to joining Katten Muchin Rosenman LLP, Mr. Schnitzer was an Associate from 1994 and a Partner from 1997 to 2000 in the Corporate Group of Crowell & Moring LLP in Washington, DC. Prior to joining Crowell & Moring LLP, Mr. Schnitzer was an Associate from 1988 to 1994 in the Corporate Finance Department of Debevoise & Plimpton LLP in New York City. Mr. Schnitzer received a Bachelor of Arts from the University of Maryland and a Juris Doctor degree from Touro College Jacob D. Fuchsberg Law Center, where he graduated cum laude and served as Editor-in-Chief of the law review.


Darrell Brock, Jr., 55
Vice President, Business Development

Mr. Brock has served as Vice President of Business Development of Tortoise Acquisition II since the completion of its initial public offering in September 2020. Mr. Brock served as Vice President of Business Development of Tortoise Acquisition I from the completion of its initial public offering in March 2019 to the completion of its initial business combination on October 1, 2020, and has served as Director — Private Energy of Tortoise Capital Advisors, L.L.C. since January 2019. Mr. Brock served as a Vice President of Lightfoot Capital Partners GP LLC and as Vice President of Business Development of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX), formerly a publicly traded partnership engaged in the midstream business, from July 2014 until the sale of Arc Logistics Partners LP in December 2017. From 2010 to June 2014, Mr. Brock served as a consultant to Arc Logistics GP LLC and Lightfoot Capital Partners GP LLC. Prior to joining Arc Logistics GP LLC, Mr. Brock was a Managing Partner at The Cumberland Group from 2009 to 2014. From 2007 to 2009, Mr. Brock was President and Chief Executive Officer of the midstream company DTX Oil, LLC. Mr. Brock served as Commissioner of the Kentucky Governor’s Office of Development from 2003 to 2005, where he oversaw state infrastructure and development, and also served as Senior Policy Advisor to the Governor. Mr. Brock received a B.B.A. in Accounting and an M.B.A. from Eastern Kentucky University.


Evan Zimmer, 30
Vice President, Finance

Mr. Zimmer has served as Vice President of Finance of Tortoise Acquisition II since the completion of its initial public offering in September 2020, and as an employee of Tortoise Capital Advisors, L.L.C. since January 2019 and supported the business combination activities of Tortoise Acquisition I. From April 2015 until February 2018, Mr. Zimmer served as an Associate of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP. Prior to joining Lightfoot Capital Partners GP LLC, Mr. Zimmer served as a Consultant in the Corporate Finance group at FTI Consulting, Inc. Mr. Zimmer received a Bachelor of Science degree in Business Administration from Bucknell University.


Board of Directors

William J. Clinton, 74
Independent Director Nominee

Mr. Clinton will serve as a Director following the completion of this offering. He served as the 42nd President of the United States from 1993 to 2001, Governor of Arkansas from 1983 to 1992 and Attorney General of Arkansas from 1977 to 1979. Mr. Clinton currently serves as Chairman of the board of directors of the Clinton Foundation. After leaving the White House, he founded and established the Clinton Foundation to create economic opportunity, improve public health and inspire civic engagement and service. He has worked with island nations to develop renewable energy projects and increase resilience against climate change; helped smallholder farmers in East Africa improve yields and has increased incomes through climate-smart agronomic practices.


Juan J. Daboub, 57
Independent Director Nominee

Dr. Daboub will serve as a Director following the completion of this offering. Dr. Daboub has served as a director of Tortoise Acquisition Corp. II and a member of its audit committee since the completion of its initial public offering in September 2020. Dr. Daboub was nominated to serve on the Board of Directors of Philip Morris International Inc. (NYSE: PM) in March 2021. Dr. Daboub is the founding Chief Executive Officer of the Global Adaptation Institute (ND-GAIN) and has served on its Board of Directors since 2010. Mr. Daboub served as Co-Chair of the World Economic Forum Council on Climate Change from 2012 to 2014 and since 2013, has served as a Panel Member of the Innovation for Change Initiative of the United Nations Secretariat on Climate Change. In 2010, Dr. Daboub became Chairman, President and Chief Executive Officer of the Daboub Partnership, an Arcis, LLC advisory firm specialized in the implementation of public policies for countries around the world in sectors such as energy, agriculture, pensions, macroeconomics and fiscal responsibility. Since 1989, he has co-owned several companies in Latin America, including biodegradable packaging materials manufacturing and distribution of internationally recognized brands. He taught at Princeton University in 2010, and is a member of several Boards of Directors of industries in the U.S., Europe, the Middle East and Latin America, including Grupo Financiero Ficohsa in Panamá since 2014; Dorado Partners, LLC in the U.S. since 2014; K&M Advisors, LLC in the U.S. since 2014; and DeNovo Corporate Advisors in Dubai, United Arab Emirates, from 2013 to 2020. He is actively engaged in several social and non-for-profit endeavors that save lives and improve livelihoods of people in need. Dr. Daboub served as the former Managing Director of the World Bank Group from 2006 to 2010 and former Minister of Finance and Chief of Staff to the President of El Salvador from 1999 to 2004. As Managing Director of the World Bank, he oversaw operations in 110 countries in Africa, the Middle East, East Asia and Latin America. He was also responsible for the oversight of the Human Development and Sustainable Development Networks, the Information Systems Group, the World Bank Institute, the Department of Institutional Integrity and the Arab World Initiative. The Sustainable Development Network partners with countries to develop and invest in energy, water, agriculture and food and became a key player in developing the millennium development goals for the United Nations. As Minister of Finance, Dr. Daboub helped to navigate his native country through several regional economic challenges including securing and sustaining El Salvador’s investment grade rating, “dollarizing” the economy and completing a Free Trade Agreement with the U.S. During this period, he also oversaw the emergency reconstruction of El Salvador after two major earthquakes in 2001. He held high government positions in El Salvador for 12 years from 1992 to 2004, working for three different administrations without belonging to any political party; including joining the Board of CEL, El Salvador’s electric utility, and serving as president of El Salvador’s electric distribution companies. Subsequently, he was named President of ANTEL, the state-owned telecommunications company, which he re-structured and privatized through a competitive and transparent process that also de-monopolized that strategic sector. Dr. Daboub holds a Bachelor’s of Science, Masters of Science and a PhD in Industrial Engineering from North Carolina State University.


Mary Beth Mandanas, 55
Independent Director Nominee

Ms. Mandanas will serve as a Director following the completion of this offering. Since April 2021, Ms. Mandanas has served as Chief Investment Officer of Sol Systems, LLC, a renewable energy infrastructure and impact investment company based in Washington, DC, having worked as a consultant to Sol Systems since August 2020. Previously, from the fall of 2015 to May 2020, Ms. Mandanas held the position of Executive Vice President, Chief Strategy Officer, of CleanChoice Energy, Inc., a company engaged in renewable energy retail supply and community solar, where she led strategic planning and was responsible for raising capital, banking/investor relations and establishing protocols for risk management and financial reporting. Prior to joining CleanChoice Energy in 2015, Ms. Mandanas worked in corporate and investment banking for more than 20 years, principally focused in the power and utility sector and executing across multiple facets of corporate finance/strategic advisory transactions, which included capital raising, structured financings, liability/interest rate/commodity risk management, treasury operations, capital allocation strategies, dividend policy and mergers and acquisitions. From 2013 to the fall of 2015, she served as Head of the Power/Utility Group in Corporate Banking at RBC Capital Markets, LLC, where she helped form the renewable tax equity business and grow the renewable loan portfolio. Prior to RBC Capital Markets, Ms. Mandanas served as Managing Director in Citigroup’s North American Power/Utility Corporate and Investment Banking Group from 2007 to 2013. From 1998 to 2007, Ms. Mandanas held various roles at Credit Suisse in the Power and Utility Investment Banking Group and in the Leveraged Finance/Financial Sponsors Group. She has worked across many industries, including companies in the power and utilities, textiles, chemicals, general industrials and education sectors. Additionally, Ms. Mandanas also spearheaded various diversity initiatives at Credit Suisse and was successful in establishing an annual leadership conference for female clients. Prior to joining Credit Suisse, she was a Vice President at NationsBank in New York. Additionally, Ms. Mandanas served on the Board of Trustees for the Business Partnership Foundation for the University of South Carolina for five years. Ms. Mandanas earned her M.B.A degree from Vanderbilt University and graduated, magna cum laude, with a B.S. from the University of South Carolina.