Athena Technology Acquisition Corp.

Athena Technology Acquisition Corp.

Feb 5, 2021 by Matt Cianci

PROPOSED BUSINESS COMBINATION: Heliogen, Inc.

ENTERPRISE VALUE: $2.0 billion
ANTICIPATED SYMBOL: HLGN

Athena Technology Acquisition Corp. (NYSE: ATHN), proposes to combine with Heliogen, Inc., a leading provider of AI-enabled concentrated solar power.

Heliogen is a renewable energy technology company focused on empowering a sustainable future by eliminating the need for fossil fuels in all sectors of the economy. The company’s Sunlight Refinery™ aims to cost-effectively deliver near 24/7 carbon-free energy in the form of heat, power, and green hydrogen fuel at scale for the first time in history.

Heliogen’s modular, AI-enabled, concentrated solar power plants have the potential to revolutionize the energy market by alleviating intermittency issues associated with renewable sources of power generation. Heliogen’s technology is designed to flatten the power generation curve by using concentrated solar power with storage to increase the availability of energy to industry. The Company’s proprietary heliostat layout and control system facilitate concentration of the sun’s rays and has the ability to generate temperatures at the point of focus that can exceed 1,000 degrees centigrade. This heat can then be captured and converted for industrial use, power generation, or to produce green hydrogen fuel, with the goal of providing near-24 hour renewable energy that could replace fossil fuels with concentrated sunlight. Heliogen is commencing the commercialization of its AI-enabled, concentrated solar power modules with internationally recognized customers in the industrial, mining, and energy sectors.


TRANSACTION

  • The business combination is structured as a statutory merger of Athena and Heliogen, with Heliogen surviving the merger as a wholly owned subsidiary of Athena.
  • All of Heliogen’s stockholders are expected to rollover their equity into the combined company and to receive shares of Athena Class A common stock at closing as consideration.
  • The transaction is anticipated to generate gross proceeds of up to approximately $415 million of cash, assuming no redemptions by Athena’s public stockholders.
  • The proceeds are expected to be used to scale heliostat manufacturing, to support research and development efforts on next generation heliostat technology, to support global project development, and to fund the balance sheet.
  • These gross proceeds include investor commitments to purchase up to $165 million in shares of stock in Athena at $10.00 per share through a private investment in public equity (a “PIPE”), subject to satisfaction of customary closing conditions.
  • Assuming no redemptions by Athena’s public stockholders and including anticipated proceeds from the PIPE, Athena estimates an initial pro forma implied enterprise value of the combined company immediately after closing of the business combination of approximately $2.0 billion.

athena trans overview


PIPE

  • $165 million fully-committed Class A common stock PIPE at $10.00 per share, anchored by existing and new investors including funds and accounts managed by Counterpoint Global (Morgan Stanley), Salient Partners, Saba Capital, and the XCarb Innovation Fund of ArcelorMittal.

LOCK-UP

  • Heliogen Holders shall not transfer any shares of Athena Common Stock beneficially owned or owned of record by such Heliogen Holders until the earliest of:
    • The date that is one hundred eighty (180) days after the Effective Time of the Business Combination
    • The last date on which with respect to 50% of the shares of Athena Common Stock held by the Heliogen Holders, the closing price of the Common Stock reported on the NYSE (“Closing Price”) equals or exceeds $12.00 per share for any 20 Trading Days within any consecutive 30-Trading Day period.
    • With respect to 25% of such shares, if the Closing Price of the Athena Common Stock equals or exceeds $13.50 per share for any 20 Trading Days within any consecutive 30-Trading Day period
    • with respect to the remaining 25% of such shares, if the Closing Price of the Athena Common Stock equals or exceeds $17.00 per share for any 20 Trading Days within any consecutive 30-Trading Day period

SPONSOR SUPPORT AGREEMENT

  •  Athena agreed to waive the anti-dilution rights of its shares of Class B common stock, par value $0.0001 per share (the “Founders Shares”), in consideration for which the Sponsor will be issued 510,000 shares of Athena Common Stock at the closing of the Business Combination.

INCENTIVE PLAN

  • Athena will adopt, subject to the approval of the stockholders of Athena, an equity incentive award plan for Athena with an initial award pool of Athena Common Stock equal to five percent (5%) of the aggregate number of shares of Athena Common Stock and securities convertible into or exercisable for shares of Athena Common Stock outstanding as of immediately after the Closing (rounded up to the nearest whole share), which plan shall include an “evergreen” provision pursuant to which such award pool will automatically increase for a period of ten years, commencing on January 1, 2022 and ending on (and including) January 1, 2031, by an amount equal of up four percent (4%) of the shares of Athena Common Stock outstanding on December 31 of the preceding year.

NOTABLE CONDITIONS TO CLOSING

  • Athena shall have an aggregate amount of cash and cash equivalents available from any sources of not less than $150,000,000

NOTABLE CONDITIONS TO TERMINATION

  • The BCA allows the parties to terminate such agreements if certain conditions described therein are satisfied.

ADVISORS

  • Cohen & Company Capital Markets (a division of J.V.B. Financial Group, LLC), is serving as financial advisor to Athena.
  • Barclays is serving as financial advisor to Heliogen.
  • Cohen & Company Capital Markets is also serving as placement agent to Athena.
  • DLA Piper LLP (US) is serving as legal advisor to Athena.
  • Cooley LLP is acting as legal advisor to Heliogen.

MANAGEMENT & BOARD


Executive Officers

Phyllis W. Newhouse, 58
Chief Executive Officer and Director

Ms. Newhouse is the founder of XtremeSolutions, Inc., an Atlanta-based cybersecurity firm that offers service in both the federal and private sectors (“XSI”). Since founding XSI in June 2002, Ms. Newhouse has served as XSI’s Chief Executive Officer and has led the company in offering a wide range of IT and cybersecurity services. Prior to founding XSI, Ms. Newhouse served as a member of the United States Army for more than 22 years of, where her work focused on national security issues and included a project that outlined the Cyber Espionage Task Force. In July 2019, Ms. Newhouse founded ShoulderUp, a nonprofit organization dedicated to connecting and supporting women on their entrepreneurial journeys, alongside Academy Award-winning actress Viola Davis. Ms. Newhouse has served on the board of directors of the Technology Association of Georgia, a nonprofit organization committed to connect, promote, influence and educate Georgia’s technology ecosystem, since September 2019. Ms. Newhouse is also currently a member of the Business Executives for National Security, a nonprofit organization comprised of senior business and industry executives working to address the national security community’s pressing challenges. Ms. Newhouse also serves on the executive board of the Women President Organization, a nonprofit organization for women presidents of multimillion-dollar companies whose mission is to improve business conditions and promote the acceptance and advancement of women entrepreneurs. Ms. Newhouse serves on the board of directors of Girls Inc., a non-profit organization with the goal of empowering and inspiring girls and young women. Ms. Newhouse received her A.A. in Liberal Arts Science from Saint Leo College and her Honorary Doctor of Philosophy from CICA International University.


Grace Vandecruze, 57
Chief Financial Officer

Since November 2006, Ms. Vandecuze has served as the founder and managing director of Grace Global Capital LLC, a consulting firm providing M&A financial advisory, restructuring, and valuation services to insurance companies and financial regulators. From April 1999 to October 2006, Ms. Vandecruze worked as a managing director of Swiss Re (OTCMKTS: SSREF), a Swiss reinsurance company. While at Swiss Re, Ms. Vandecruze was responsible for M&A advisory services and capital raising for middle market insurance companies, and providing advisory services for large public offerings of insurance companies. From September 1996 to April 1999, Ms. Vandecruze was vice president of Head and Company, a global private equity firm specializing in the insurance industry where she was responsible for all aspects of the investment banking process in the insurance and financial service industries. Since September 2020, Ms. Vandecruze has served as a member of the board of directors of The Doctors Company, a medical malpractice insurance company (“TDC”), and is a member of the TDC’s investment committee. Since July 2015, Ms. Vandecruze has served as a member of the board of directors of M Financial Group, a Portland-based life insurance company (“MFG”), and is a member of the MFG’s audit committee and wealth solutions’ committee. From June 2015 to December 2019, Ms. Vandecruze served as a board member of Resolution Life Holdings, Inc., a life insurance group focusing on the acquisition and management of portfolios of life insurance policies (“Resolution”), and was a member of Resolutions investment and risk committee. From December 2015 to December 2018, Ms. Vandecruze served as a director of SBLI USA (“SBLI”), a life insurance provider, where she was a member of the SBLI’s audit committee. Ms. Vandecruze received her B.B.A in Accounting from Pace University and her M.B.A. in Finance from the University of Pennsylvania. Ms. Vandecruze obtained her CPA license in May 1998.


Board of Directors

Isabelle Freidheim, 40
Chairman of the Board of Directors

Since May 2018, Ms. Freidheim has been co-founder and managing partner of Starwood VC, a firm making investments in technology businesses, where she has led investments in both early-stage and late-stage, pre-IPO companies and is engaged in deal sourcing, due diligence and assisting portfolio companies. Ms. Freidheim is the co-founder of Magnifi, an investment platform powered by a financial industry natural language search engine, which was acquired by the Tifin Group in December 2020 and she also acted as its Chief Executive Officer from 2018 to 2019 and led the company’s early growth and multiple rounds of financing. From 2015 to 2016, Ms. Freidheim was a venture partner with MissionOG, a venture capital firm, where she invested in high-growth technology companies. From 2012 to 2015, she was a co-founder and partner of The London Fund, an investment firm that specializes in early-stage venture capital and growth capital investments. From 2006 to 2007, Ms. Freidheim worked in the private equity department of Invesco, an independent investment management company. Prior to that, she worked in the investment banking department of Lehman Brothers from 2004 to 2005. Ms. Freidheim received her B.A. in Economics from Columbia University and received her M.B.A from Columbia Business School.


Kay Koplovitz, 75
Director 

Since March 2000, Ms. Koplovitz has served as the co-founder and chairman of Springboard Enterprises, a non-profit accelerator that has trained women entrepreneurs of technology and life sciences companies to raise capital. Since April 2016, Ms. Koplovitz has served as the co-founder and managing partner of Springboard Growth Capital, an investment partnership supporting entrepreneurs and companies positioned to be market leaders. Previously, Ms. Koplovitz was the founder and former chairman & chief executive officer of USA Networks, the SyFy Channel (formerly Sci-Fi Channel) and USA Networks International, a television cable network. Since May 2010, Ms. Loplovitz has served on the board of directors of ION Media Networks (“ION”), where she was a member of the ION’s compensation and audit committees. Since March 2018, Ms. Koplovitz has served on the board of directors of Veniam, a technology startup focused on building wifi networks using moving vehicles, and has served as a member of the compensation committee of Veniam’s board. Previously, from April 2014 to February 2018, Ms. Koplovitz served as a director on the board of Time Inc., a media corporation (“Time”), and served on the Time’s compensation committee and governance and nominating committee. From May 1992 to May 2015, Ms. Koplovitz served on the board of Liz Claiborne, which was sold in November 2011, the name of the remaining brands in the company were rebranded to Fifth & Pacific and later became Kate Spade, where she served on the board until May 2015. During that period, she served as the non-executive chairman of the company from December 2006 to May 2013. Ms. Koplovitz received her B.S. in Communications & Biology from the University of Wisconsin and her M.S. in Communications from Michigan State University.


Annette Nazareth, 65
Director 

From September 2008 to December 2020, Ms. Nazareth was a partner at Davis Polk and headed the firm’s Trading and Markets practice. From 1998 to 2008, Ms. Nazareth served at the SEC in various roles. Ms. Nazareth was a Commissioner of the SEC from 2005 to 2008, and was a Director in the Division of Market Regulation (now the Division of Trading and Markets) from 1998 until 2005. Prior to joining the SEC, Ms. Nazareth held senior legal positions at Solomon Smith Barney, Lehman Brothers, and Mabon Securities. Ms. Nazareth currently serves on the board of directors for several not-for-profit organizations, including the Urban Institute, the Protestant Episcopal Cathedral Foundation, the St. Albans School of Public Service, the Board of Visitors of Columbia Law School and the SEC Historical Society. She was recently a key contributor to two G30 reports. Ms. Nazareth previously served on the board of Brown University, the National Cathedral School and Bishop John T. Walker School for Boys. Ms. Nazareth received her A.B. in History and Economics from Brown University and received her J.D. from Columbia Law School.


Judith Rodin, 76
Director

Dr. Rodin served as the President of The Rockefeller Foundation, which supports efforts to combat global social, economic, health and environmental challenges, from March 2005 to January 2017. From 1994 to 2004, Dr. Rodin served as the President of the University of Pennsylvania, as well as a professor of psychology and of medicine and psychiatry at the University of Pennsylvania. Before that, Dr. Rodin chaired the Department of Psychology at Yale University, and also served as the dean of the Graduate School of Arts and Sciences and provost, and served as a faculty member at the university for 22 years. Dr. Rodin has served as the chair of the board of Prodigy Services Limited, a fintech platform, since 2019, a member of the board of Portfolia, a venture investing firm, since 2018 and a member of the board and a member of the nominating and governance committee of Laureate Education, a higher education institution, since 2013. From 2002 to 2018, Dr. Rodin served as a member of the board of directors and a member of the audit and compensation committees of Comcast Corporation (Nasdaq: CMCSA). From 1997 to 2013, Dr. Rodin served as a member of the board of directors and a member of the audit committee of American Airlines Group (formerly known as AMR Corporation) (Nasdaq: AAL). From 2004 to 2017, Dr. Rodin served as a member of the board of directors and a member of both the nominating and governance and the compensation committees of Citigroup Inc. Dr. Rodin earned a B.A. in Psychology from the University of Pennsylvania and a Ph.D. in Psychology from Columbia University.


Janice Bryant Howroyd, 68
Director 

Since September 1978, Ms. Howroyd has served as the founder and chief executive officer of the ActOne Group, an international talent and technology enterprise focusing on employment and talent management solutions. Ms. Howroyd has served as a board member of the Los Angeles Economic Development Corporation, as well as the Women’s Business Enterprise National Counsel Global Business Committee, where she works to promote opportunities for women-owned businesses. Ms. Howroyd previously served on the Board of Advisors for the White House Initiative on Historically Black Colleges and Universities during the Obama Administration. Ms. Howroyd also served on the Federal Communications Commission’s Advisory Committee on diversity and digital empowerment to encourage women and minorities to create digital enterprises. Ms. Howroyd received a B.A. in English from North Carolina A&T State University.