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Climate Change Crisis Real Impact I Acquisition Corporation

Climate Change Crisis Real Impact I Acquisition Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: EVgo Services LLC

ENTERPRISE VALUE: $2.06 billion
ANTICIPATED SYMBOL: EVGO

Climate Change Crisis Real Impact I Acquisition Corporation proposes to combine with EVgo Services LLC (“EVgo”), the nation’s largest electric vehicle (EV) public fast charging network in the U.S. and a wholly-owned subsidiary of LS Power. Upon closing of the transaction, the combined company will be named EVgo Inc. and publicly listed under the symbol “EVGO”.

Anticipated net proceeds of approximately $575 million will be used to fully fund and accelerate EVgo’s growth strategy and network buildout. This includes a $400 million fully committed private placement of common stock in EVgo (the “PIPE”). The PIPE is anchored by institutional investors including private funds affiliated with Pacific Investment Management Company LLC (PIMCO), funds and accounts managed by BlackRock, Wellington Management, Neuberger Berman Funds and Van Eck Associates Corporation.

LS Power, a leading investment firm focused on power, energy infrastructure and energy innovation, along with EVgo management, who together own 100% of EVgo today, will be rolling 100% of their equity in the transaction and are expected to own approximately 74% of the company upon transaction close.

Pro forma implied equity value of the combined company is expected to be $2.6 billion and an enterprise value of $2.056 billion.

TRANSACTION

Net cash proceeds are estimated to be approximately $575 million, comprised of $400 million from the PIPE and approximately $230 million of cash held in trust by CRIS before any adjustments due to redemptions by CRIS shareholders and payment of deferred underwriting compensation, less transaction expenses.

Proceeds will be used to fuel EVgo’s growth strategy, including the buildout of its charging infrastructure network, and will enhance the company’s position as the market leader in the transition to clean mobility. LS Power and EVgo management, who together own 100% of EVgo today, will be rolling 100% of their equity into the new company, and is estimated to represent approximately 74% of the company upon transaction close.

EVgo’s leadership will remain intact, with Cathy Zoi continuing as Chief Executive Officer of the combined company, overseeing its strategic growth initiatives and expansion. Cathy will work alongside other existing executive team members, including Olga Shevorenkova, Chief Financial Officer, Ivo Steklac, Chief Operating and Chief Technology Officer, and Jonathan Levy, Chief Commercial Officer.

The Board of Directors of the combined company will include representation from EVgo, LS Power and CRIS, as well as independent directors. David Nanus of LS Power will serve as Chairman and will be joined by Cathy Zoi of EVgo and Beth Comstock, Chief Commercial Officer of CRIS; other Board appointments will be made prior to closing.

Completion of the proposed transaction is subject to customary closing conditions, including the approval of the stockholders of CRIS, and is expected to occur in the second quarter of 2021.

climate change crisis transaction overview

PIPE

  • $400 million fully committed private placement of common stock in EVgo (the “PIPE”), purchase price of $10.00 per share.
  • The PIPE is anchored by institutional investors including:
    • Private funds affiliated with Pacific Investment Management Company LLC (PIMCO)
    • Funds and accounts managed by BlackRock
    • Wellington Management
    • Neuberger Berman Funds
    • Van Eck Associates Corporation.

SPONSOR AGREEMENT

5,750,000 shares of Class B common stock held by CRIS’s founder stockholders.

  • (a) subject 4,312,500 founder shares to a lock-up following the closing of the business combination until the earlier of:
    • (i) 12 months following the closing of the business combination
    • (ii) the date on which the volume weighted average price per share of the Class A common stock equals or exceeds $12.00 per share for 20 out of 30 consecutive trading days commencing at least 150 days following the closing of the business combination or
    • (iii) certain change of control transactions, and
  • (b) subject 1,437,500 founder shares held by the initial stockholders to potential forfeiture as follows:
    • (i) 718,750 shares will be forfeited if shares of Class A common stock does not trade at a volume weighted average price per share equal to or greater than $12.50 for 20 out of 30 consecutive trading days within the five years following closing of the business combination and
    • (ii) 718,750 shares will be forfeited if shares of Class A common stock does not trade at a volume weighted average price per share equal to or greater than $15.00 for 20 out of 30 consecutive trading days within the five years following closing of the business combination.
    • Any founder shares still subject to possible forfeiture will continue to be subject to the trading restrictions applicable to founder shares in the letter agreement signed by CRIS in connection with its IPO.

NOTABLE CONDITIONS TO CLOSING

  • The amount of funds held in the Trust Account (net of any cash proceeds required to satisfy an exercise of redemption rights and the payment of any deferred underwriting fees held in the Trust Account in connection with the IPO payable to the underwriters upon consummation of a business combination) shall not be less than $115,000,000

NOTABLE CONDITIONS TO TERMINATION

  • By CRIS or the Company, if the Closing has not occurred prior to the date that is 180 days after the date of the Business Combination Agreement (the “Outside Date”) (Approx. June 22, 2021)

ADVISORS

  • Credit Suisse is serving as lead financial advisor and capital markets advisor to EVgo and also acted as joint lead placement agent on the PIPE.
  • Evercore is also serving as financial advisor and capital markets advisor to EVgo and placement agent on the PIPE.
  • Vinson & Elkins L.L.P. is serving as legal advisor to EVgo.
  • BofA Securities is serving as exclusive financial advisor to CRIS, and also acted as joint lead placement agent on the PIPE.
  • Mayer Brown LLP is serving as legal advisor to CRIS.
  • Latham & Watkins L.L.P. is serving as counsel to the placement agents on the PIPE.

MANAGEMENT & BOARD

Executive Officers

David W. Crane, 61
Chief Executive Officer and Director

Previously, from 2003 to 2015, Mr. Crane served as the Chief Executive Officer of NRG Energy, Inc. Prior to his role at NRG Energy, Inc., Mr. Crane was Chief Executive Officer of International Power Plc. Prior to that, Mr. Crane worked as a banker at Lehman Brothers Holdings Inc., focusing on the energy sector, and as an attorney at the law firm White & Case LLP in the project finance and debt restructuring departments. Currently, Mr. Crane serves on the boards of directors of Jera Co., Inc., a power generation joint venture between Tokyo Electric and Chubu Electric; Inspire Energy Holdings LLC, a green retail energy provider; and Elemental Excelerator Inc, a late stage accelerator focused on climate impact and sustainability more generally. Mr. Cane holds a J.D. from Harvard Law School and an A.B. in International Relations from Princeton University.

John A. Cavalier, 69
Chief Financial Officer

Previously, from 2000 to 2008 and from 2012 to 2020, Mr. Cavalier held a number of senior positions at Credit Suisse, including Chairman of the Global Energy Group and Head of the Global Renewables Group. Prior to joining Credit Suisse, from 1990 to 2000, Mr. Cavalier served as the Managing Director and founding member of Donaldson, Lufkin & Jenrette’s Power & Energy group. From 2008 to 2015, Mr. Cavalier served as a managing partner of Hudson Clean Energy, a private equity firm focused on clean energy. Earlier in his career, Mr. Cavalier served in the U.S. Army for nine years where he was an officer in the Signal Corps, and later the Judge Advocate Generals Corps. Mr. Cavalier holds a B.S. from the U.S. Military Academy, a J.D. from the University of Illinois School of Law, and an M.B.A. from Harvard Business School.

Elizabeth Comstock, 59
Chief Commercial Officer

Previously, from 1990 to 2017, Ms. Comstock served as the Chief Marketing and Commercial Officer at General Electric. Prior to General Electric, Ms. Comstock served as President of Integrated Media at NBC Universal, overseeing television advertising revenue and the company’s digital efforts, including early development of hulu.com. She has also been a visiting scholar at Columbia University’s Center for Science and society and frequently advises start up founders and corporate business leaders on commercial strategy, innovation and culture change. Ms. Comstock serves on the board of directors of Nike, Inc. and is a trustee of The National Geographic Society. Ms. Comstock holds a B.S. in biology from the College of William and Mary.

Anne Frank-Shapiro, 65
Chief Operating Officer

Previously, from 2013 to 2019, Ms. Frank-Shapiro served as Chief Administrative Officer and Chief Compliance Officer of Pegasus Capital Advisors, a private equity firm. From 2012 to 2013, Ms. Frank-Shapiro served as Chief Administrative Officer and Chief Compliance Officer of Hudson Clean Energy, a private equity firm. Earlier in her career, from 1987 to 2011, Ms. Frank-Shapiro worked at Credit Suisse, where she held senior positions in the investment banking division , including as Chief Operating Officer for Global Emerging Markets Head and IBD Global Head of Expense Management. Prior to Credit Suisse, from 1980 to 1983, Ms. Frank-Shapiro served as Chief Administrative Officer at NYC Department of Environmental Protection where she managed its capital budget. Ms. Frank-Shapiro holds a B.S. in Mathematics from SUNY Buffalo and an M.B.A. from New York University.

 

Board of Directors

Mary Powell, 60
Director Nominee and Chairperson

From 2008 to 2019, Ms. Powell served as the president and Chief Executive Officer of Green Mountain Power. Prior to that role, Ms. Powell held various other senior executive officer positions with Green Mountain Power since 1989. Ms. Powell currently serves on the board of directors of Hawaiian Electric Industries, Inc., Sunrun Inc. and CGI Group. Ms. Powell holds a B.A. from Keene State College.

Mimi Alemayehou, 51
Director

Ms. Alemayehou has been serving as a Senior Vice President at Mastercard Incorporated since September 2020. Previously, from 2014 to 2020, Ms. Alemayehou served as a Managing Director of Black Rhino Group and an Executive Advisor and Chair of Blackstone Africa Infrastructure LP. From 2010 to 2014, Ms. Alemayehou served as executive vice president of the OPIC, and from 2008 to 2010, as a United States Executive Director of the Africa Development Bank. Ms. Alemayehou currently serves on the board of directors of FinDev Canada. Ms. Alemayehou holds a B.A. from West Texas A&M University and an M.A. from Tufts University.

Richard Kauffman, 65
Director

Since February 2020, Mr. Kauffman has served as an Adjunct Senior Research Scholar at Center for Global Energy Policy at Columbia University. Previously, from 2012 to 2018, Mr. Kauffman served in the Executive Chamber of Governor Andrew M. Cuomo as New York State’s Chairman of Energy and Finance. Prior to that, Mr. Kauffman served as a Senior Advisor to Secretary Steven Chu at the DOE. Mr. Kauffman also served as the Chief Executive Officer and President of Good Energies, Inc. from 2006 to 2010. Earlier in his career, Mr. Kauffman served as a partner of Goldman Sachs and as a Vice Chairman of Morgan Stanley’s Institutional Securities business and co-head of its Banking Department. Mr. Kauffman currently serves on the board of directors of Altaba Inc., the successor company of Yahoo, as the Chair of the board of Generate Capital, Inc. and as the Chair of the board of NYSERDA. Mr. Kauffman holds an A.B. from Stanford University, an M.A. in international relations from Yale University and a Masters in Public Policy & Management from the Yale School of Management.

Jamie Weinstein, 44
Director 

Since September 2019, Mr. Weinstein has served as a managing director, portfolio manager and head of corporate special situations at PIMCO, focusing on PIMCO’s opportunistic and alternative strategies within corporate credit. Prior to joining PIMCO in 2019, Mr. Weinstein worked for KKR as a portfolio manager for the firm’s special situations funds and portfolios, which he managed since their inception in 2009. Mr. Weinstein was also a member of KKR’s special situations, real estate, and India NBFC investment committees and the KKR credit portfolio management committee. Previously, Mr. Weinstein was a portfolio manager with responsibility across KKR’s credit strategies. Prior to joining KKR, Mr. Weinstein was with Tishman Speyer Properties as director of acquisitions for Northern California and at Boston Consulting Group as a consultant. Currently, Mr. Weinstein serves on the board of directors of Capstar Special Purpose Acquisition Corp and Mr. Weinstein has been nominated to serve as a director of Sandbridge Acquisition Corporation. Mr. Weinstein has 18 years of investment experience and received an M.B.A. from the Stanford Graduate School of Business and a B.S. in Civil Engineering and Operations Research from Princeton University.

ByRoman Developer