AMCI Acquisition Corporation *
PROPOSED BUSINESS COMBINATION: Advent Technologies Inc.
ENTERPRISE VALUE: $319 million [updated 10-20-20]
ANTICIPATED SYMBOL: TBD
AMCI Acquisition Corp. proposes to combine with Advent Technologies Inc. (“Advent”), an innovation-driven company in the fuel cell and hydrogen technology space. Upon the closing of the transaction, the combined company will operate as Advent Technologies Holdings, Inc., and its common stock will be listed on the Nasdaq. The combined company will continue to operate under the current Advent management team, led by Chief Executive Officer, Vasilis Gregoriou.
The capital from this transaction, combined with AMCI’s expertise, will advance the development and manufacturing of Advent’s next-generation fuel cell technology for the markets of transportation, aviation, and off-grid power generation
Advent’s technology is market agnostic – Unlike traditional fuel cells that require a hydrogen infrastructure, Advent’s fuel cells can work with lower-carbon fuels available today (methanol, ethanol, natural gas) and zero-carbon liquid fuels available soon. Thus, Advent can deliver the promise of the hydrogen economy while limiting the cost of hydrogen infrastructure. Advent’s materials and components also have applications across other non-fuel cell markets including energy storage, electrochemical sensors, and green hydrogen production.
SUBSEQUENT EVENTS – Filed 1/6/21
The Second Amendment:
- (a) reduces the size of the board of directors of AMCI following the closing of the transactions contemplated by the Merger Agreement (the “Closing”) from nine members to seven members (and eliminates one designee to the post-Closing AMCI board of directors by each of AMCI and Advent),
- (b) increases the amount of aggregate cash bonus payments to be made in connection with Closing to certain members of Advent’s management team from $2,955,208 to $4,995,202, and (c) amends certain terms of the form of employment agreement of Christos Kaskavelis.
SUBSEQUENT EVENTS – Filed 12/22/20
AMCI and Advent secured a $65M PIPE, upsized from its revised $45M target.
PIPE is to close concurrently with the business combination (no later than February 22, 2021), made up of institutional investors, including certain funds managed by affiliates of BNP Paribas. The 6.5 million shares are to be priced at $10.00 per share. The PIPE investment, combined with expected funds on hand at the closing of the merger, will result in a pro forma post-money equity valuation of $461 million, assuming no further redemptions by AMCI shareholders and no purchase price adjustments.
SUBSEQUENT EVENTS – Filed 10/19/20
Amended merger agreement on October 19, 2020 to reflect:
The First Amendment eliminates any requirements or obligations under the Merger Agreement with respect to the proposed amendment to AMCI’s warrant agreement (the “Warrant Amendment”) to cash out all outstanding warrants at $1.50 per warrant as was contemplated by the Merger Agreement, and deleted all provisions of the Merger Agreement related to the Warrant Amendment, including without limitation the requirement to hold a meeting of AMCI warrantholders, that obtaining approval for and effecting the Warrant Amendment is a condition to the closing under the Merger Agreement, and that the cash payment for the Warrant Amendment would be a deduction for the minimum cash condition for closing under the Merger Agreement. Revised Sources & Uses Below:
TRANSACTION
The business combination values Advent at a $358 million pro forma post-money enterprise value at a share price of $10.00, assuming no redemptions by AMCI shareholders and no purchase price adjustments.
The transaction is expected to be completed in the fourth quarter of 2020 or early 2021.
In connection with the business combination, AMCI will also amend its warrants at the closing of the business combination to cash-out all of its outstanding warrants for a payment of $1.50 per warrant, subject to approval by its warrantholders.
NOTABLE CONDITIONS TO CLOSING
- Upon the Closing, AMCI shall have at least $60 million in cash and cash equivalents, including funds remaining in the trust account after the Redemption and any PIPE Investment, after giving effect to the payment of AMCI’s and Advent’s transaction expenses and other liabilities of AMCI due at the Closing and the cash payment required by the Warrant Amendment; and
- each Lock-Up Agreement (as described below) and Non-Competition Agreement (as described below), as well as certain new employment agreements and transaction bonus agreements (for an aggregate of $3.0 million payable at the Closing) with Advent executives that were signed by Advent simultaneously with the Merger Agreement, shall be in full force and effect in accordance with their terms as of the Closing.
- Sponsor shall have forfeited 1/3rd of its private placement warrants as of the Closing, as required by the Sponsor Warrant Letter (as described below);
NOTABLE CONDITIONS TO TERMINATION
- By either AMCI or Advent if any of the conditions to Closing have not been satisfied or waived by October 20, 2020 (the “Outside Date”), provided that the Outside Date will be automatically extended to February 22, 2021 if AMCI obtains the Required Extension;
- By either AMCI or Advent if the Required Extension shall not have been obtained on or prior to October 20, 2020.
LOCK UP
- One (1) year anniversary of the Closing (subject to early release if the closing price of AMCI’s common stock equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 150 days after the Closing and also subject to early release if AMCI consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of AMCI shareholders having the right to exchange their equity holdings in AMCI for cash, securities or other property)
NON COMPETE AGREEMENT
- Certain insider Advent Stockholders entered into non-competition and non-solicitation agreements for the benefit of AMCI, Advent and each of their respective present and future affiliates, successors and subsidiaries (each, a “Non-Competition Agreement”), to become effective at the Closing, pursuant to which the Advent Stockholder party thereto agreed not to compete with AMCI, Advent and their respective affiliates during the three (3) year period following the Closing in North America or the European Union (including Greece) or in any other markets in which AMCI and Advent are engaged. The Advent Stockholder party thereto also agreed during such three (3) year restricted period to not solicit employees or customers of such entities. The Non-Competition Agreement also contains customary confidentiality and non-disparagement provisions.
ADVISORS
- Cantor Fitzgerald is serving as financial advisor to Advent.
- Ropes & Gray LLP is serving as legal advisor to Advent.
- Jefferies LLC is serving as capital markets advisor to AMCI.
- Ellenoff, Grossman & Schole LLP is serving as legal advisor to AMCI.
AMCI ACQUISITION CORP. MANAGEMENT & BOARD
Executive Officers
William Hunter, 49
CEO, CFO & Director
Mr. Hunter has been the Chief Financial Officer of AMCI Group since 2017, and since 2015 he has been Managing Partner at Hunter Natural Resources LLC, a consulting firm in the industrial, consumer and natural resources sectors. Mr. Hunter has been involved in over $20 billion of transactions in the natural resources, transportation and industrial industries during his 25 years in the industry. He is currently a member of the board of Oroplata Resources (OTC:ORRP), which is an early stage exploration company focused on lithium brine. From 1999 to 2015, Mr. Hunter worked as a Director or Managing Director at Nomura Securities, Teneo Capital, Dahlman Rose & Co., Jefferies & Company and TD Securities. He holds a B.S.C. in Finance and an M.B.A. in Finance from DePaul University.
Brian Beem, 38
Executive Vice-President
Mr. Beem has been a key member of AMCI since 2006 and has served on the Board of Directors of numerous portfolio companies of AMCI and its affiliates. Mr. Beem joined AMCI from First Reserve Corporation, a private equity firm focused on the energy industry that co-invested with AMCI. Prior to First Reserve Corporation, Mr. Beem worked in the Leveraged Finance/Financial Sponsors group at Merrill Lynch. He holds an A.B. from Princeton University.
Nimesh Patel, 41
Executive Vice-President
Mr. Patel has been a key member of AMCI since 2008, and has served on the Board of Directors of numerous portfolio companies of AMCI and its affiliates. Prior to joining AMCI, Mr. Patel worked in private equity at Great Hill Partners and ChrysCapital. He holds an A.B. from Princeton University and an M.B.A. from the Wharton School at the University of Pennsylvania.
Board of Directors
Hans J. Mende, 74
Executive Chairman of the Board
Mr. Mende co-founded AMCI in 1986, growing the company into a multi-billion dollar global enterprise with activities in commodity investing, operations and trading. During his career, Mr. Mende has been member of the Board of Directors of numerous public and private natural resources companies, including Whitehaven Coal (ASX:WHC) from 2007 to 2012, Felix Resources Limited (FLX:AX) from 2007 to 2010, Alpha Natural Resources (NYSE:ANR) from 2003 to 2007, and its subsidiary, Foundation Coal Holdings, Inc. from 2004 to 2005 and New World Resources PLC (WSE:NWR) from 2011 to 2012. Prior to founding AMCI Group in 1986, Mr. Mende served at Thyssen Group in various senior executive positions including President of Thyssen Carbometal Inc. from 1968 to 1986. He holds an M.B.A from Cologne University in Germany.
Gary Uren, 58
Director
Mr. Uren is currently Global Vice President – Business Development and Strategy at Atkore International (NYSE:ATKR), a manufacturer of electrical raceway isolation and protection products (“Atkore”). Mr. Uren has 20 years’ experience as a senior executive in the Electrical Products, Technology and Building Services sectors, focusing on Australia, North America, Europe, South America, and Asia. Since 2010, he has served in increasingly senior positions at Atkore, including as President – APAC & EMEA, with responsibility for the United Kingdom, Europe, Africa, the Middle East, Australia and New Zealand and President – Atkore Brazil. Mr. Uren joined Atkore’s predecessor company, Tyco International, a diversified manufacturing and services company, in 2008 as Managing Director for the Asia Pacific region with responsibility for growing the Australia business as well as developing manufacturing capabilities in Changshu, China. From 2002 to 2008, Mr. Uren was Managing Director of Legrand Australia/New Zealand, a subsidiary of Legrand SNC (EPA:LR) a French manufacturer of electrical and digital building infrastructures, and as Director of HPM-Legrand. Mr. Uren concurrently served as a Director of AEEMA, the peak representative body for the Australian Electrical ICT & Electronics industries. Mr. Uren holds a Diploma in Management from St. George Technical College and an M.B.A. in International Business from Southern Cross University.
Lawrence M. Clark, Jr., 47
Director
Mr. Clark is the founder and Managing Member of BalanTrove Management, LLC (“BalanTrove”), a corporate advisory firm to middle market companies, investors and lenders. BalanTrove provides strategic advisory, interim executive management, and operational, financial and project evaluation and due diligence assistance to businesses in transition and capital providers. From 2015 to 2018, he served as Chief Executive Officer of Accordant Energy, LLC, a licensor of a patented portfolio of intellectual property for processing municipal solid waste into a low-carbon engineered fuel for use in utility and industrial boilers. Prior to that, he served for two years as President and Chief Executive Officer of JW Resources, Inc., a private operator of thermal coal assets in Central Appalachia. Before founding BalanTrove in 2011, Mr. Clark spent eight years at Harbinger Capital Partners LLC, most recently as Managing Director and Director of Investments, where he was responsible for investments in metals, mining, industrial and retail companies, among other sectors. From 2001 to 2002, Mr. Clark was a Distressed Debt and Special Situations Research Analyst at Satellite Asset Management, L.P. He was Vice President in the Distressed Debt and High Yield Research Department at Lazard Freres & Co., LLC from 2000 to 2001, and an Associate in Credit Suisse First Boston’s High Yield Research Group from 1998 to 2000. Mr. Clark started his investing career in 1997 in the Corporate Bond Research Department of Salomon Brothers. Mr. Clark received an M.B.A. from New York University’s Stern School of Business in 1998, and a B.S.B.A. in Finance from Villanova University in 1993.
Jason Grant, 46
Director
Mr. Grant is a founder and Managing Partner of Headhaul Capital Partners LLC, a middle-market private equity investment firm specializing in acquiring and building businesses in the transportation, logistics and distribution industries, since 2012. Prior to founding Headhaul Capital, from 2010 to 2012, Mr. Grant was the Executive Vice President, Chief Financial Officer and Chief Commercial Officer of United Maritime Group LLC (“UMG”), a Jefferies Capital Partners LLC portfolio company. While running UMG, Mr. Grant helped lead an operational transformation that grew earnings and margins and executed the sale of UMG’s three operating divisions (inland barge, ocean shipping and dry bulk terminals) to three separate strategic buyers. From 2002 to 2010, Mr. Grant was employed by Atlas Air Worldwide Holdings (NASDAQ: AAWW) where he held various financial and operating positions including as Chief Financial Officer from 2007 to 2010. Prior to joining Atlas Air, Mr. Grant worked for American Airlines (NASDAQ:AAL) from 2000 to 2001 and Canadian Airlines International from1997 to 1999, with a primary focus on Financial Planning and Analysis. Mr. Grant has previously served on the board of directors of Helm Financial Corp, one of the largest private lessors of railcars and locomotives in the United States. Mr. Grant received a B.A. in Business Administration from Wilfrid Laurier University and an M.B.A from Simon Fraser University in British Columbia, Canada.