Clean Earth Acquisitions Corp. *
PROPOSED BUSINESS COMBINATION: Alternus Energy Group Plc
ENTERPRISE VALUE: $717 million
ANTICIPATED SYMBOL: tbd
Clean Earth Acquisitions Corp. proposes to combine with Alternus Energy Group Plc, an international vertically integrated independent power producer (IPP).
- Headquartered in Ireland, and listed on the Euronext Growth Oslo, the Company develops, installs, owns, and operates midsized utility-scale solar parks.
- The Company also has offices in Rotterdam and America.
- Alternus Energy aims to own and operate over 3.5 gigawatts of solar parks by the end of 2025.
SUBSEQUENT EVENT – 12/4/23 – LINK
- Forward Purchase Agreement:
- The SPAC entered into a Forward Purchase Agreement (FPA) on December 3, 2023 with Meteora for an OTC Equity Prepaid Forward Transaction.
- The sellers plan to buy up to 2,796,554 shares of CLIN Class A Ordinary Shares.
- They may also purchase additional shares from third parties.
- The sellers must not exceed 9.9% ownership of CLIN Class A Ordinary Shares unless they decide to waive this limit.
- The initial Reset Price is $10.00.
EXTENSION – 11/28/23 – LINK
- The SPAC approved the extension from November 28, 2023 to May 28, 2024.
- 5,351,009 shares were redeemed for $10.62 per share.
- $0.028/Share per month will be deposited into the trust account.
SUBSEQUENT EVENT – 11/16/23 – LINK
- The termination date was extended to May 28, 2024
SUBSEQUENT EVENT – 9/1/23 – LINK
- On Sep 1, 2023, Clean Earth Acquisitions Corp. (the Company) and Alternus Energy Group Plc (Alternus) agreed to terminate a letter agreement.
- The agreement outlined terms for a non-redemption incentive for stockholders of the Company.
EXTENSION – 5/30/23 – LINK
- The SPAC approved the extension from May 28, 2023 to November 28, 2023.
- 14,852,437 shares were redeemed for $10.38 per share.
- $195K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 4/18/23 – LINK
Reduction in Valuation
- The First Amendment to the Business Combination Agreement amended the Business Combination Agreement by reducing the $550,000,000 amount to $275,000,000.
- As a result of the First Amendment to the Business Combination Agreement, as consideration for the transactions contemplated by the Business Combination Agreement, the Company will issue to the Seller a number of shares of Common Stock, valued at $10 per share, equal to $275,000,000 plus or minus an estimated working capital adjustment (which will be not greater or less than $10,000,000), of which 1,000,000 shares of Common Stock will be deposited into a working capital escrow account to satisfy any post-closing working capital adjustments.
Reduction in Earnout Shares and Modification of Earnout Milestones
- The First Amendment to the Business Combination Agreement amended the Business Combination Agreement by
- (i) reducing the 35,000,000 shares to 20,000,000 shares and
- (ii) modifying the earnout milestones.
- The earnout milestones are:
- (i) if the Adjusted EBITDA for the fiscal year ending on December 31, 2023, is at least $16,000,000 and the Company’s share price is at least $11.00 for a minimum number of trading days, then 6,000,000 Earnout Shares will be released to the Seller,
- (ii) if Adjusted EBITDA for the fiscal year ending on December 31, 2024, is at least $52,000,000 and the Company’s share price is at least $13.00 for a minimum number of trading days, then 6,000,000 Earnout Shares will be released to the Seller, and
- (iii) if Adjusted EBITDA for the fiscal year ending on December 31, 2025, is at least $156,000,000 and the Company’s share price is at least $15.00 for a minimum number of trading days, then 8,000,000 Earnout Shares will be released to the Seller.
Citigroup Forfeiture of Remaining Deferred Discount
- Citigroup agrees to forfeit the entire deferred discount payment of $7,245,000 that is to be paid to Citigroup upon the consummation of the Company’s initial business combination.
TRANSACTION
- The combined company is expected to have an initial equity value of approximately $863 million, assuming no redemptions by Clean Earth shareholders.
- The business combination valuation is based on 168MW of currently operating and 649MW of in-development projects owned by Alternus, plus 845MW of contracted acquisitions with an additional 800MW of solar PV projects that Alternus has exclusive rights to purchase subject to due diligence and entering into definitive agreements.
- Under the agreement, at the closing, Alternus will transfer its equity ownership in substantially all its subsidiaries in exchange for up to 90 million newly issued shares in Clean Earth.
- Initially, Clean Earth will issue 55 million shares at closing (subject to a working capital adjustment capped at 1 million additional shares) plus up to 35 million shares subject to certain earn-out provisions, which will be deposited in escrow and will be released if certain EBITDA and share price targets are met.
- Alternus will own approximately 64% of Clean Earth at closing, assuming no redemptions by Clean Earth shareholders, in which case the combined company will have approximately $220 million of cash available at closing.
PIPE
- There is no PIPE for this Transaction.
LOCK-UP
Company:
- The Seller agrees to a 12-month lock-up period for the shares of common stock of the Company owned by the Seller, subject to certain exceptions, including an exception that allows the Seller to transfer:
- (x) up to 2.5% of its shares starting three months after the Closing and an additional 2.5% of its shares starting six months after the Closing and
- (y) all or a portion of its shares as long as the transferee agrees to be bound by the lock-up and the proceeds are contributed or loaned to the Company on terms reasonably approved by the board of directors of the Company.
Sponsor:
- Shares held by the Sponsor will be locked up for a period of one year after the completion of our initial business combination.
- Or if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination.
EARNOUT
- At the Closing, 35,000,000 shares of Common Stock will be deposited into an earnout escrow account and will be released, in whole or part, to the Seller if certain earnout milestones are met at the end of fiscal years ending December 31, 2023, December 31, 2024 and December 31, 2025.
- The earnout milestones are:
- (i) if the Adjusted EBITDA for the fiscal year ending on December 31, 2023, is at least $33,000,000 and the Company’s share price is at least $11.00 for a minimum number of trading days, then 8,000,000 Earnout Shares will be released to the Seller,
- (ii) if Adjusted EBITDA for the fiscal year ending on December 31, 2024, is at least $75,000,000 and the Company’s share price is at least $13.00 for a minimum number of trading days, then 12,000,000 Earnout Shares will be released to the Seller, and
- (iii) if Adjusted EBITDA for the fiscal year ending on December 31, 2025, is at least $135,000,000 and the Company’s share price is at least $15.00 for a minimum number of trading days, then 15,000,000 Earnout Shares will be released to the Seller.
- If any of the earnout milestones are not met, the Earnout Shares that would have been released to the Seller will be released to the Seller if a subsequent earnout milestone is met.
- In addition, if any earnout milestone based on Adjusted EBITDA has been met, but the corresponding earnout milestone based on the share price has not been met, Earnout Shares may be released to the Seller if share price targets or a calculated share price based on a multiple of Adjusted EBITDA reduced by net debt are met during the five-year period from the date of the applicable milestone.
- Any Earnout Shares remaining in the earnout escrow account that have not been released to the Seller will be released to the Company.
Amended Earnout – LINK
- The First Amendment to the Business Combination Agreement amended the Business Combination Agreement by
- (i) reducing the 35,000,000 shares to 20,000,000 shares and
- (ii) modifying the earnout milestones.
- The earnout milestones are:
- (i) if the Adjusted EBITDA for the fiscal year ending on December 31, 2023, is at least $16,000,000 and the Company’s share price is at least $11.00 for a minimum number of trading days, then 6,000,000 Earnout Shares will be released to the Seller,
- (ii) if Adjusted EBITDA for the fiscal year ending on December 31, 2024, is at least $52,000,000 and the Company’s share price is at least $13.00 for a minimum number of trading days, then 6,000,000 Earnout Shares will be released to the Seller, and
- (iii) if Adjusted EBITDA for the fiscal year ending on December 31, 2025, is at least $156,000,000 and the Company’s share price is at least $15.00 for a minimum number of trading days, then 8,000,000 Earnout Shares will be released to the Seller.
NOTABLE CONDITIONS TO CLOSING
- Closing is contingent on customary closing conditions, including a minimum of $25 million in cash being available at or before closing.
- Alternus may waive the minimum cash condition at its discretion.
- If the Seller waives its closing condition with respect to Available Cash and the Closing occurs, then certain individuals will deliver agreements extending their lock-up periods for an additional year with respect to one-quarter of the shares of Common Stock (including shares issuable on conversion of shares of Class B Common Stock) held by or attributable to such persons.
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated if the Closing has not occurred by May 26, 2023.
- The termination date was extended to May 28, 2024 – LINK
- Or upon any injunction or other governmental order preventing the consummation of the Transaction which shall have become final and non-appealable.
- The Seller will be obligated to pay the Company a termination fee of $2,000,000 if the Business Combination Agreement is terminated by the Company.
ADVISORS
- JonesTrading Institutional Services acted as financial advisor to Clean Earth.
- Proskauer, Rose LLP acted as legal counsel to Clean Earth.
- King & Spalding LLP acted as legal counsel to the financial advisor.
- Carmel, Milazzo & Feil LLP acted as legal counsel to Alternus in the transaction.
MANAGEMENT & BOARD
Executive Officers
Aaron T. Ratner, 46
Chief Executive Officer
Mr. Ratner brings over 20 years of global investment and development experience. From July 2020 to present, Mr. Ratner has been the President of Cross River Infrastructure Partners LLC, a platform of development companies deploying climate technology into sustainable infrastructure projects across carbon capture, clean fuels, clean energy and sustainable alternative protein. From November 2017 to present, Mr. Ratner has served as the ClimateTech Venture Partner at Vectr Ventures, a Hong Kong-based venture capital investment fund manager. While at Vectr Ventures he has led investments in carbon utilization and transformation, pollination technology and sustainable protein production. Beginning in October 2021, Mr. Ratner began to serve as a member of the Board of Directors of Aries I Acquisition Corporation (NASDAQ: RAM), a special purpose acquisition company formed to effectuate a merger or similar transaction with one or more businesses. From June 2016 to April 2020, Mr. Ratner was the Director and then the Managing Director, and Head of Origination, of Ultra Capital LLC, a sustainable infrastructure project finance investment fund manager. During that time, he led the firm’s activity in renewable natural gas and agriculture waste-to-value. From November 2014 to June 2016, Mr. Ratner was a Developer in Residence at Generate Capital, a sustainable infrastructure investment company based in San Francisco, California. From 2012 to 2014, Mr. Ratner was the President of i2 Capital Group, an impact investment merchant bank, where he worked on land conservation and mitigation banking, including the Sweetwater River Conservancy, which was at the time one of the largest mitigation banking projects in the United States. From 2008 to 2014, Mr. Ratner was a Managing Partner of Laguna Capital Partners, a principal investment and advisory firm based in Los Angeles, California, where he focused on technology and consumer startups. From 2000 to 2005, Mr. Ratner was an Associate with Simon Murray & Company, a multi-strategy investment firm based in Hong Kong, SAR. Mr. Ratner began his career in 1999 as an analyst in the Technology Investment Banking Group at Merrill Lynch in Palo Alto, California, where he worked on financings for Internet Capital Group, homestore.com, Webvan and other early internet companies. Mr. Ratner holds a B.A. in Economics from the University of Pennsylvania, and a Master’s of Science in Management from the Stanford University Graduate School of Business.
Martha F. Ross, 59
Chief Financial Officer and Chief Operating Officer
Ms. Ross brings over 25 years of global financial, strategic growth and accounting leadership experience in tech, manufacturing, communications, banking and electric power generation, including expertise in various government-funded and regulated industries. Her career expertise is helping organizations scale through high growth and high change, whether organically, through mergers and acquisitions or significant business model changes involving outside investors. From January 2021 to present, she has been founder and Chief Executive Officer of Renaissance Knowledge LLC, specializing in chief financial officer, chief operations officer and business process improvement consulting. From May 2017 to October 2020, Ms. Ross served as Chief Financial Officer for the Housing Authority of the City of Austin, with annual revenues over $540 million, where she drove strategies aimed at safeguarding property, investments and funds to improve governance for more than 20,000 residents. She also led operational and programmatic finance strategy, focusing on infrastructure modernization, to meet the needs of the fastest-growing metropolitan city in America. From 2012 to 2016, Ms. Ross served as Chief Financial Officer, U.S. Central Region, for Hill and Knowlton Strategies, a subsidiary of WPP plc (NYSE: WPP), where she oversaw reporting to the parent company for their public reporting and streamlining and strengthening accounting, financial reporting, Sarbanes-Oxley and internal audit controls. From 2004 to 2011 she was Business Unit Manager for Wholesale Power Services and Shared Services at the Lower Colorado River Authority, supporting $1.2 billion in revenues and $4.7 billion in assets, including budgeting and capital planning for electric power generation. Previously, she held various financial leadership roles while working at Dell Inc. for nine years while it was publicly traded on Nasdaq, during which time she was responsible for global commercial account revenues, working with external auditors and financial reporting. She started her career in banking as a commercial lender in a holding company since acquired by Chase. Ms. Ross is a Texas Certified Public Accountant based in Austin, is an active member of the American Institute of Certified Public Accountants and is designated as an International Mergers and Acquisitions Professional by the Institute for Mergers Acquisitions and Alliances. She attended The University of Texas and obtained both a Bachelor’s in Business Administration in Accounting and a Master’s in Science in Technology Commercialization.
Board of Directors
Nicholas Parker, 61
Chairman of the Board of Directors
Since 2002, Mr. Parker has served as Chairman of Toronto-based Parker Venture Management Inc., a private company through which he controls investments in, and advises on, clean and smart technology businesses and platforms globally, including previously serving as chairman of UGE International LTD (TSX:UGE), a public solar renewable energy development company. From January 2014 to September 2019, Mr. Parker served as Managing Partner of Global Acceleration Partners Inc., an Asia-focused technology cooperation platform in the energy, environment and water sectors. From 2002 to 2013, Mr. Parker was Co-founder and Executive Chairman of Cleantech Group LLC, a San Francisco-based research and consulting and convening firm that created and served the worldwide cleantech innovation community, which he successfully sold in 2009, with partial turnout through 2011. During his tenure at Cleantech Group, its startup clients raised over $6 billion from investors. From 1999 to 2004, Mr. Parker was Co-founder and Principal of Emerald Technology Ventures, a leading trans-Atlantic venture manager focused on energy and resource productivity. During this period, Mr. Parker led an investment in Evergreen Solar, which in 2000 became the second solar initial public offering to be listed on Nasdaq. From 1996 to 1999, Mr. Parker was Senior Vice President of Environmental Capital Corporation, a Boston-based investment company majority-owned by Maurice Strong and his family. Mr. Parker started his business career in 1988 as Co-founder and President of The Delphi Group, one of Canada’s leading environmental strategy firms, through which he built and sold its London-based corporate finance arm. Mr. Parker holds a B.A. Hons in Technology Studies from Carleton University and a Master’s in Business Administration in International Business from the CASS Business School, London.
Candice Beaumont, 47
Director
Beginning in October 2020, Ms. Beaumont began to serve as a member of the Board of Directors of Springwater Situations Corp. (NASDAQ: SWSSU), a special purpose acquisition company formed to effectuate a merger or similar transaction with one or more businesses, which completed its initial public offering on August 25, 2021 and is currently searching for an initial business combination. Ms. Beaumont has served since 2016 as Chairman of the Salsano Group, a Panama based family office and conglomerate invested in private equity. From 2003 to present, Ms. Beaumont has served as Chief Investment Officer of L Investments, a single family office invested in public and private equity. She speaks at numerous family office and investment conferences globally, including the Stanford University Graduate School of Business Global Investor’s Forum, is a NYU Stern Family Office Council member serving on the Steering Committee, and is an Advisory Board member of the Family Office Association. From 2012 to 2014, Ms. Beaumont was a member of the Board of Directors of I2BF Venture Fund II, a Dubai Financial Services Authority regulated clean tech venture capital firm with offices in Dubai, New York and London. Ms. Beaumont remains committed to community and philanthropic causes and serves on the International Council of Advisors for Global Dignity, a charity founded by Crown Prince Haakon of Norway to foster global respect and dignity across all borders, genders, religions and races. Ms. Beaumont was part of the Milken Young Leaders Circle and is a member of the Milken Institute, as well as an active member of Young Presidents Organization. She started her career in Corporate Finance at Merrill Lynch in 1996 and worked as an investment banker at Lazard Frères from 1997 to 1999, during which time she executed over $20 billion of merger and acquisition advisory assignments. Ms. Beaumont also worked in private equity at Argonaut Capital from 1999 to 2001. Ms. Beaumont obtained a Bachelor in Business Administration from the University of Miami, graduating first in her class with a major of International Finance & Marketing. Ms. Beaumont was Captain of the University of Miami varsity tennis team, where she earned Academic All American honors, and is also a former world-ranked professional tennis player. She completed Global Leadership & Public Policy for the 21st Century at Harvard Kennedy School in 2015. Ms. Beaumont was honored by Trusted Insight as one of the Top 30 Family Office Chief Investment Officers in 2017 and as a Young Global Leader by the World Economic Forum in 2014. Ms. Beaumont has a broad network of relationships, including investors in private and public equity, leading venture capital firms with compelling pre-initial public offering companies and has expertise sourcing deals, evaluating private and public businesses, and conducting detailed due diligence and risk management.
Bradford Allen, 64
Director
Mr. Allen is a seasoned financier, entrepreneur, and business executive, having spent the past 35 years in senior roles at various firms in New York, Los Angeles and Hong Kong. Mr. Allen’s experience in finance covers private wealth management, investment banking and venture capital, and has involved fund raising as well as mergers and acquisitions. As an entrepreneur, Mr. Allen has founded, funded and successfully exited three companies?—?BuyGolf.com, eFederal and NextVR?—?in the technology, e-commerce and enterprise software sectors. From August 2020 to present, Mr. Allen has served as Executive Chairman of Vaunt Inc., a leading sports and entertainment intellectual property development company. At Vaunt Inc., he is responsible for corporate strategy, strategic partnerships and all financings of the company. From September 2020 to present, Mr. Allen has served on the board directors of Duddell Street Acquisition Corp. (Nasdaq: DSAC), a special purpose acquisition company focused on global companies in fintech, telecom, media and technology, healthcare, and consumer sectors with Asian growth potential. Mr. Allen previously served as Chairman and Chief Executive Officer of Vaunt Inc. from August 2018 to August 2020. Mr. Allen co-founded a leading virtual reality technology company, NextVR, which was acquired in 2020 by Apple Inc. From May 2014 to January 2018, he served as Executive Chairman of NextVR. Mr. Allen graduated from Villanova University with a Bachelor’s degree in Business Administration.
Michael R. Vahrenkamp, 56
Director
Mr. Vahrenkamp brings over 25 years of international technology and environmental services experience as a company builder and developer, a cultural relationship builder and innovative solution finder. From August 2018 to April 2020, he served as a Co-founder of ecoworks GmbH, where he started and developed a construction solution provider targeting the refurbishment of multifamily houses in Germany to a net zero standard using a serial pre-production approach. Prior to ecoworks GmbH, from December 2015 to April 2018, Mr. Vahrenkamp worked as an investment manager with the Green Growth Fund 1 on financial restructuring towards triple bottom line results (focusing on social and environmental concerns), international expansion, cultural bridging and team efficiency. From 2010 to 2015, as Chief Executive Officer of STEAG Energy Services do Brasil, he developed the local service company into an established regional service provider and project developer with a strategic shift towards renewable energies, especially large biomass, industry scale cogeneration and small solar and hydro energy generation plants in Brazil, Argentina and Chile. Previously, from 2004 until 2009, Mr. Vahrenkamp ran his own investment and service company, econetworks ltda., where he invested as an angel and seed investor in technology companies and projects, and where he led the M&A and post-merger integration process of two industrial water service companies into the FOXX HAZTECH Group. From 1997 to 2003, as Chief Technology Officer and Chief Executive Officer of Globaststar do Brasil, an EADS and LORAL Space company, he implemented and operated a low-earth-orbit satellite telephony and data network services in Brazil. Mr. Vahrenkamp is based in Berlin, Germany, where he holds a Master’s of Science degree in Aerospace Engineering from the University of Oklahoma, and is a long time Young Presidents’ Organization member.

