SDCL EDGE Acquisition Corporation
LIQUIDATION – 11/1/24 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be November 1, 2024.
- The per-share redemption price will be approximately $11.31
The below-announced combination was terminated on 7/9/24. 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: cunova GmbH [Terminated]
ENTERPRISE VALUE: $736 million
ANTICIPATED SYMBOL: TBD
SDCL EDGE Acquisition Corporation entered into a definitive business combination agreement with cunova GmbH
- Headquartered in Osnabrück, Germany, cunova (previously KME Special Products and Solutions) is a leading global manufacturer of high-end specialty copper alloy products and related services and solutions for a diverse array of end markets including casting, maritime, industrial and energy.
EXTENSION VOTE – 6/28/24 – LINK
- The SPAC approved an extension from July 2, 2024 to November 2, 2024.
- 7,996,024 shares were redeemed.
- No contribution will be made into the trust account.
SUBSEQUENT EVENT – 5/16/24 – LINK
- The Warrant Amendment will adjust each outstanding SEDA warrant, post-merger, to allow the holder to purchase one PubCo share at £1 par value and $11.50 per share.
TRANSACTION
- The combined company is expected to have an enterprise value of approximately $736 million, comprised of pro forma net debt of $289 million and an equity value of approximately $447 million.
- As part of the proposed business combination, cunova will acquire KME Aerospace from KME Group.
- Paragon Partners, the current majority shareholder of cunova through its vehicle The Paragon Fund III GmbH & Co., is expected to exit cunova as a result of the proposed business combination, and KME Group is expected to become the majority shareholder of cunova.
- The business combination values cunova and KME Aerospace at an enterprise value of approximately 9.4 times cunova’s pro forma 2023 Adjusted EBITDA of US$78 million.
- The board of SEDA and the shareholders of cunova have approved the proposed business combination.
- The proposed business combination is expected to close in the second quarter of 2024.

SPAC FUNDING
- KME to provide additional funding up to $35,000,000, if Available Cash is less than $175,000,000, and KME can set off its cash consideration against such additional funding.
- PubCo and SEDA will use reasonable best efforts to enter into Subscription Agreements.
- Non-Redemption:
- SEDA entered into an anchor support agreement with Sustainable Investors Fund, LP and Seaside Holdings (Nominee) Limited, pursuant to which each Anchor Investor agreed to not redeem or effect any sale or distribution of any SEDA Shares or SEDA Warrants that it owns.
LOCK-UP
- Sponsor:
- The Sponsor agreed to lock-up its shares until one year after the Closing Date.
- Company:
- The Company agreed to lock-up its shares until 180 days after the Closing Date.
NOTABLE CONDITIONS TO CLOSING
- SDCL Edge shareholder approval
- Securing minimum cash of US$140 million
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement will be terminated if the Closing has not occurred on or before July 2, 2024 (or such later date as agreed to in writing between SDCL and Cunova).
ADVISORS
- Cunova Advisors:
- Latham & Watkins LLP is serving as counsel to Paragon and cunova
- Morgan, Lewis & Bockius LLP is serving as counsel to KME
- SPAC Advisors:
- Rothschild & Co is serving as sole financial and capital markets advisor, and Davis Polk & Wardwell LLP is acting as legal advisor to Rothschild & Co.
- Skadden, Arps, Slate, Meagher & Flom (UK) LLP is serving as counsel
EXTENSION VOTE – 10/31/23 – LINK
- The SPAC approved an extension from November 2, 2023 to July 2, 2024.
- 6,817,313 shares were redeemed for $10.47/Share
- $250K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 8/21/23 – LINK
- The SPAC announced that it has executed a non-binding letter of intent with Magnet Joint Venture GmbH, KME SE, and The Paragon Fund III GmbH & Co. geschlossene Investment KG, for a proposed business combination relating to the special product business of Cunova GmbH, a wholly-owned subsidiary of JV GmbH and certain assets of KME comprising the KME Specialty Aerospace Business.
MANAGEMENT & BOARD
Executive Officers
Jonathan Maxwell, 47
Co-Chief Executive Officer and Director
Mr. Maxwell is currently the Chief Executive Officer of SDCL, which he founded. He has 25 years’ experience in international finance, infrastructure and private equity and has overall responsibility for SDCL’s investment activities. Mr. Maxwell is chair of the Investment Committee for SEEIT (SEIT.LN), the first listed investment company of its kind to invest exclusively in the energy efficiency sector. He is also serves as a director of Ireland Energy Efficiency Investments Plc. Mr. Maxwell has advised and invested on behalf of a number of national governments as well as a wide range of institutional investors. Prior to establishing SDCL, Mr. Maxwell was at HSBC Infrastructure and managed the IPO of the HSBC Infrastructure Company Limited, the first main market, London Stock Exchange listed infrastructure investment compant, which now has an enterprise value of over £3 billion. Mr. Maxwell has a degree in Modern History from Oxford University.
Michael Feldman, 46
Co-Chief Executive Officer
Mr. Feldman has 20 years of investing experience in infrastructure. Most recently, Mr. Feldman was a Managing Director and head of infrastructure for Sixth Street Partners (from 2013 to 2020), where he focused on opportunistic infrastructure investments. Prior to joining Sixth Street Partners, Mr. Feldman worked at Goldman Sachs and ultimately held the title of Managing Director. At Goldman Sachs, he was responsible for alternative energy investing within the Americas Special Situations Group. In these roles, Mr. Feldman has served on the boards of directors of numerous portfolio companies. His focus is on alternative/renewable and conventional energy in the form of private equity, corporate lending, project finance, and structured investing. Mr. Feldman received a B.A. in Computer Science from Columbia University. We believe Mr. Feldman is well qualified to serve as Co-CEO because of his extensive experience in energy investing.
Ned Davis, 76
Chief Financial Officer and Chief Operating Officer
Mr. Davis has served as Chief Financial Officer and Chief Operating Officer of SDCL EE CO US LLC and Chief Financial Officer of New York Energy Efficiency Investments LLC since 2015. Mr. Davis has served as Managing Principal of Sustainable Development Capital LLC, a FINRA licensed Broker-Dealer since 2014. Prior to 2014, Mr. Davis served as the co-founder, Chief Investment Officer and Managing Principal of North River Capital LLC, a New York-based equity investment fund manager, from 2005 to 2014, and Taconic Capital Group Inc. a FINRA licensed research and investment banking broker-dealer from 1999 to 2010. Prior to 1999 Mr. Davis was a sell-side equity securities analyst and M&A investment banker for several Wall Street firms, including most recently Lazard Freres & Co. and Oppenheimer & Co. Mr. Davis holds licenses with FINRA as a Managing Principal, Securities Analyst, FIN-OP and Investment Banker. Mr. Davis received his M.B.A. from the Harvard University Business School, with distinction, and his B.A. from Williams College, cum laude.
Board of Directors
Lolita Jackson, MBE, 53
Director
Ms. Jackson has been appointed as the Executive Director of Communications and Sustainable Cities at SDCL. Until recently, she served as the Special Advisor of Climate Policy and Programs in the NYC Mayor’s Office. Ms. Jackson was the climate diplomat for NYC, and administered activities with C40 and other global climate and resilience networks, as well as the UN and cities around the world. Ms. Jackson was also part of the team responsible for OneNYC, NYC’s overall resilience plan, and has held numerous positions within the NYC Mayor’s Office over a 15-year period, including Director of External Affairs for the Special Initiative for Rebuilding and Resiliency, which produced NYC’s post-Hurricane Sandy resiliency plan A Stronger, More Resilient New York, Director of External Affairs of the Housing Recovery Office, Director of Special Projects, where she was in charge of operational city agencies for the Second Avenue Subway and Barclays Center projects, and Manhattan Director of Community Affairs. Prior to her career in government, Ms. Jackson worked at Morgan Stanley for 12 years and was Vice President for Morgan Stanley Investment Management responsible for a $10 billion product line. Ms. Jackson is the immediate past Chairman of the Royal Society of Arts US, US Advisory Board Chairman of the British American Project, a Trustee Emerita of the Children’s Aid Society, a Trustee of the National Jazz Museum in Harlem, President of the Penn Class of 1989, and a fellow of the US-Japan Leadership Program. Ms. Jackson is a 2020-21 Visiting Fellow of Penn Perry World House, a globally focused think tank. Ms. Jackson studied Applied Science concentrating in Chemical Engineering and is an alumna of the University of Pennsylvania.
Steven J. Gilbert, 74 [Resigned 3/9/22]
Director
Mr. Gilbert has 50 years of experience in private equity investing, investment banking and law, and has been involved as the Managing Principal in the purchase, financing, operations and sale of over 135 businesses. He is currently Chairman of the Board of Gilbert Global Equity Partners, L.P., a billion dollar private equity fund. He also currently serves as Vice Chairman of the Executive Board of MidOcean Equity Partners, LP, Co-Chairman of Birch Grove Capital, Lead Independent Director of Oaktree Capital Group (NYSE: OAK), a director of MBIA, Inc. (MBI-NYSE), Chairman of the Board of TRI Pointe Group, Inc. (NYSE: TPH), Lead Independent Director of The Empire State Realty Trust (NYSE: ESRT), a Director of Florida Food Products, Inc., an Advisory Board Member of the Fairholme Partnership, L.P. and a Director of The Fairholme Fund (Nasdaq: FAIRX). Mr. Gilbert was also recently Chairman of CPM Holdings, a manufacturer of process equipment used for oilseed processing and animal feed production, Chairman of the Board of Dura Automotive Systems, Inc., the largest independent designer and manufacturer of automotive drive control systems, Co-Chairman of Stone Tower Capital Partners, a director of J. O. Hambro Capital Management Group and the Asian Infrastructure Fund. Until 2009, Mr. Gilbert was Senior Managing Director and Chairman of Sun Group (USA). Previously, Mr. Gilbert has been a Director of numerous companies, including Montpelier Re, Olympus Trust, Office Depot, Inc., Funk & Wagnalls, Inc., Parker Pen Limited, Piggly Wiggly Southern, Inc., Coast Community News, Inc., GTS-Duratek, The Asian Infrastructure Fund, Magnavox Electronic Systems Company, UroMed Corporation, Star City Casino Holdings, Ltd., Katz Media Corporation, Airport Group International, Batavia Investment Management, Ltd., Affinity Financial Group, Inc., ESAT Telecom, Ltd., Colep Holding, Ltd., NFO Worldwide, Terra Nova (Bermuda) Holdings, Limited and Veritas-DCG. From 1992 to 1997 he was the Founder and Managing General Partner of Soros Capital L.P., the principal venture capital and leveraged transaction entity of Quantum Group Funds, and a principal advisor to Quantum Industrial Holdings Ltd. From 1988 through 1992, he was the Managing Director of Commonwealth Capital Partners, L.P., a private equity investment firm. From 1984 to 1988, Mr. Gilbert was the Managing General Partner of Chemical Venture Partners (now CCMP), which he founded. From 1980 through 1984, he was the principal owner, Chairman, and Chief Executive Officer of Lions Gate Films, Inc. Mr. Gilbert is a member of the Writer’s Guild of America (East), the Council on Foreign Relations, the Global Agenda Council on Capital Flows of the World Economic Forum, formerly a Trustee of the Wharton School and is currently a member of the Board of Governors of the Lauder Institute of Management and International Studies. He is also a Fellow of the Tribeca Disrupters Foundation. He received a B.A. from the Wharton School at the University of Pennsylvania, a J.D. from the Harvard Law School and a M.B.A. from the Harvard Graduate School of Business.
William Kriegel, 76
Director
Mr. Kriegel is currently Chairman of the Board of K Road Management, LLC with an outstanding track record of shareholder value creation over a 45 year career. Previously Mr. Kriegel was Chairman of the Board of Sithe Energies, a company he founded. Mr. Kriegel was also a co-founder of the National Independent Energy Producers (the “NIEP”), a Washington, D.C. based entity established to represent the independent power producing industry. Mr. Kriegel has served in various leadership and board positions at several energy water and waste management companies, including Aqua Alliance, Vivendi North America and Montenay International. He also serves on the Local Executive Board at the University of Montana-Western and is a board member of The University of Montana Western Foundation.
Michael Naylor, 57
Director
Mr. Naylor is Chairman of the Board of Jupiter Green Investment Trust plc, a company listed on the Main Market of the London Stock Exchange and recognized as one of the UK’s leading sustainability investing companies. Mr Naylor has served on the board of Jupiter Green Investment Trust plc since 2008. He sat as Chairman of Audit Committee from 2012 thru 2015 and was appointed Chairman of the Board in September 2015. Mr Naylor is a board member of Sun New Energy Holdings Limited (2019). He is a Member of K Road Mobility LLC (2019) and K Road Technology LLC (2020) . His Advisory Board appointments include private equity firm XPV Water Partners LLC based in Toronto (since 2008) and Sylvera Limited based in London. (2021). From 2013 thru 2020 Mr Naylor was senior advisor to the London Private Equity Firm Actis where he is also a member of the Partnership Co-Investment Vehicle of funds AE3 and AE4. From 2011 thru 2019 Mr Naylor was Chairman of the Advisory Board of Greentech Capital LLC (today Nomura Greentech). Mr Naylor is an Operating Partner of the Philadelphia based executive search firm Hobbs & Towne LLC. Mr Naylor was appointed a board member of The Cambridge Institute of Sustainability Leadership in 2013. The Institute is part of the University of Cambridge within the School of Technology. Mr Naylor is a graduate of the Institute’s Management Programme.
Ana Maria Machado Fernandes, 58
Director
Mrs. Fernandes is currently a Director at Caixa Geral de Depósitos, the largest Portuguese Bank and a Director at BCI – Banco Comercial e de Investimentos (Mz). Previously, Mrs. Fernandes served on the board of directors for EDP Energias de Portugal Sa (2006-2012) and GALP Energia (Oil & Gas) (2000-2006) and was executive CEO of GALP Power, a subsidiary of GALP Energia for developing projects related to wind, cogeneration and one of the first CCGT’s in Portugal (2004-2006). From 1998 until 2000, Mrs. Fernandes was a business strategy and portfolio senior manager for Gas de Portugal. Mrs. Fernandes was also a board member of several companies of Banco de Fomento e Exterior, and, after it was acquired by Banco Português de Investimento, she assumed responsibilities at the corporate finance department as leader of an investment banking team and director of the bank (1995-1998). From 1989 until 1994 she was a senior financial analyst and director at Efisa – Sociedade de Investimento, S.A., the Portuguese arm of SG Warburg, later Banco Efisa. Mrs. Fernandes is a member of the Advisory Board of the Science and Technology Faculty of Universidade Nova de Lisboa (appointed 2018) and a past Director of COTEC (2008-2011), an innovation body sponsored by the Portuguese Presidency. Mrs. Fernandes holds a degree in economics and a post-graduate degree in international finance both from the economy faculty at Universidade do Porto. She has an MBA from Universidade do Porto/Universidade Nova de Lisboa.
