Hennessy Capital Investment Corp. V
The below announced combination was terminated on 11/08/21. 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: Plus [TERMINATED on 11/08/21 – LINK]
ENTERPRISE VALUE: $2.473 billion
ANTICIPATED SYMBOL: PLAV
Hennessy Capital Investment Corp. V proposes to combine with Plus, a global provider of self-driving truck technology.
PlusDrive uses advanced sensing technologies, including radar, LiDAR, and cameras to provide a 360-degree sensing system. Data gathered through the sensors help the system identify objects nearby, plan its course, predict the movement of those objects, and finally control the vehicle to make its next move safely. Plus’s advanced multi-modal sensor system solves vibration and long-range camera drift problems for mass production as well as adequately addresses adverse weather and lighting for commercial deployment.
- Proprietary full-stack “L4” software behind the decision-making required to autonomously, safely and intelligently drive the vehicle;
- A mass-production ready, low cost, high-performance hardware platform that enables a truck to drive autonomously; and
- A data engine that leverages real-world driving data to continuously upgrade algorithms and ultimately reach L4 autonomy.
The Company plans to begin mass production of an autonomous driving solution, PlusDrive, starting in 2021 with FAW, the world’s largest heavy-truck manufacturer, which produced more heavy-duty trucks in 2020 than both the U.S and European markets. In addition, Plus is working with some of the largest fleets in the U.S. and China to pilot commercial freight operations. The Company is also working with IVECO, one of the top global truck manufacturers in the world, to jointly develop autonomous trucks that will be deployed across China, Europe and other geographies.
- Strategic Leader in Commercialization:
- In China, Plus will power the flagship product of FAW starting this year with the mass production of the FAW J7L3, which was jointly developed by Plus and FAW. In the U.S., Plus was selected as the provider of 1,000 autonomy-enabled trucks to one of the largest private truck fleets and has already started delivering its initial batch of PlusDrive-enabled retro-fit units. Plus has a clear roadmap and established partnerships to power tens of thousands of supervised autonomous trucks in the next few years and plans to reach full autonomy with L4 trucks by the end of 2024. In addition, Plus’s proprietary software has been commercially validated by customers in the U.S. and China, and thousands of units have already been ordered or pre-ordered globally.
- Scalable and Profitable Path to Driver-out Autonomy:
- Plus expects to start generating revenue in 2021 from mass-produced and retrofitted trucks as the Company begins its SL4 truck production and delivery in China and the U.S. in 2021. Over time and through billions of real-world miles, Plus expects to collect the data required to demonstrate the safety of PlusDrive to be operated without a driver.
- Providing Sustainability Benefits:
- The Company’s technology delivers a multitude of benefits in terms of improved safety, efficiency, reliability, comfort, and sustainability. Its L4 autonomous driving system will make the roads safer while reducing operating costs by approximately 38%, and reducing carbon emissions by approximately 1.1 million tons between 2021 and 2024. Its L4 system is also projected to improve asset utilization, increasing revenue per truck by 100%. At the same time, with proprietary algorithms that are constantly optimizing fuel use, PlusDrive-enabled trucks save an estimated 10% to 20% in fuel costs.
TRANSACTION
- The business combination is expected to deliver up to approximately $500 million in gross proceeds at closing, including approximately $345 million of cash held in HCIC V’s trust account from its initial public offering in January 2021, assuming no redemptions by HCIC V’s public stockholders.
- The business combination is further supported by a fully committed common stock PIPE at $10.00 per share of $150 million, including investments from funds and accounts managed by BlackRock and the D. E. Shaw group, among other institutional investors.
- Under the terms of the business combination, Plus’s existing shareholders will convert 100% of their ownership stakes into the combined company and are expected to own approximately 80% of the post-combination company at close.
PIPE
- $150 million common stock PIPE at $10.00 per share
- Investors: from funds and accounts managed by BlackRock and the D. E. Shaw group, among other institutional investors.
LOCK-UP
- Concurrently with the execution of the Merger Agreement, certain existing Company shareholders, including all holders of 2% or more of the pre-Closing Company equity securities, will each agree, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position until 180 days after closing
SPONSOR LOCK-UP
- Shares of HCIC Class B common stock to be locked-up for a period of time following the Closing subject to certain customary exceptions. The lock-up restriction period is one year following the Closing, subject to earlier release if (i) the reported last sale price of PubCo’s common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (ii) if PubCo consummates a liquidation, merger, stock exchange or other similar transaction after the Closing which results in all of PubCo’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated at any time prior to the consummation of the Mergers (whether before or after the required HCIC stockholder vote has been obtained) by written consent of HCIC and Plus and in certain other circumstances, including, but not limited to if: (a) the Closing has not occurred by November 8, 2021… (d) by HCIC if the Company shall have failed to obtain the Transaction Consent prior to or on the date that is twenty (20) Business Days after the later of (i) July 5, 2021, and (ii) the date the Registration Statement becomes effective
ADVISORS
- Goldman Sachs is acting as exclusive financial advisor to Plus.
- Linklaters LLP and Kirkland & Ellis LLP are acting as legal counsel to Plus.
- Barclays Capital Inc. is acting as financial and capital markets advisor to Hennessy Capital Investment Corp. V.
- Sidley Austin LLP is acting as legal counsel to Hennessy Capital Investment Corp. V.
- Goldman Sachs and Barclays Capital Inc. are acting as joint placement agents and Shearman & Sterling LLP is acting as their legal counsel with respect to the PIPE.
MANAGEMENT & BOARD
Executive Officers
Daniel J. Hennessy, 62
Chairman of the Board of Directors & Chief Executive Officer
Daniel J. Hennessy is also the Managing Member of Hennessy Capital LLC, an alternative investment firm he established in 2013 that focuses on sustainable industrial technology and infrastructure sectors. Mr. Hennessy served as Chairman and CEO of Hennessy Capital Acquisition Corp. IV, or Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020 and is now known as Canoo, Inc. (NASDAQ: GOEV). Mr. Hennessy has served as a director of SIRVA Worldwide Relocation & Moving since August 2018. He also serves as senior advisor to Proptech Acquisition Corporation (NASDAQ: PTAC), a special purpose acquisition company targeting businesses in the real estate technology industry, which in July 2020 announced the entry into a definitive agreement for an initial business combination with Porch.com, which is currently expected to close in the fourth quarter of 2020. From January 2017 to October 2018, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp. III, or Hennessy III, which merged with NRC Group Holdings, LLC, a global provider of comprehensive environmental, compliance and waste management services, and is currently a wholly-owned subsidiary of US Ecology, Inc. (NASDAQ: ECOL) and served as a director from January 2017 to October 2019. From April 2015 to February 2017, Mr. Hennessy served as Chairman and CEO of Hennessy Capital Acquisition Corp. II, or Hennessy II, which merged with Daseke in February 2017 and is now known as Daseke, Inc. (NASDAQ: DSKE) and since February 2017, has served as its Vice Chairman. From September 2013 to February 2015, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or Hennessy I, which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), and previously served as a director from September 2013 to April 2019. From 1988 to 2016, Mr. Hennessy served as a Partner at Code Hennessy & Simmons LLC (n/k/a CHS Capital or “CHS”), a middle-market private equity investment firm he co-founded in 1988. Prior to forming CHS, Mr. Hennessy was employed by Citicorp from 1984 to 1988 as head of the Midwest Region for Citicorp Mezzanine Investments and Vice President and Team Leader with Citicorp Leveraged Capital Group. He began his career in 1981 in the oil and gas lending group at Continental Illinois National Bank (now Bank of America) where he was a Banking Officer. Mr. Hennessy holds a B.A. degree, magna cum laude, from Boston College and an M.B.A. from the University of Michigan Ross School of Business.
Greg Ethridge, 44
President, Chief Operating Officer & Director
Greg Ethridge served as President, Chief Operating Officer and director of Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020, and continues to serve as a director of the surviving company, Canoo, Inc. (NASDAQ: GOEV). He has also served as Chairman of Motorsports Aftermarket Group, a designer, manufacturer, marketer and distributor of aftermarket parts, apparel and accessories for the motorcycle and power sports industry since June 2019. He previously served as President of Matlin & Partners Acquisition Corporation from January 2017 to November 2018, at which time it merged with USWS Holdings LLC, a growth- and technology-oriented oilfield service company focused exclusively on hydraulic fracturing using its patented Clean Fleet technology as the first fully electric, mobile well stimulation system for oil and natural gas exploration and production companies and is now known as U.S. Well Services, Inc. (NASDAQ: USWS). He served as Senior Partner of MatlinPatterson Global Advisers LLC, or MatlinPatterson, from January 2009 to December 2019. Prior to joining MatlinPatterson in 2009, Mr. Ethridge was a principal in the Recapitalization and Restructuring group at Gleacher and Company (f/k/a Broadpoint Capital, Inc.) where he moved his team from Imperial Capital LLC, from 2008 to 2009. In 2006, Mr. Ethridge was a founding member of the corporate finance advisory practice for Imperial Capital LLC in New York. From 2005 to 2006, Mr. Ethridge was a principal investor at Parallel Investment Partners LP (formerly part of Saunders, Karp and Megrue), executing recapitalizations, buyouts and growth equity investments for middle market companies. From 2001 to 2005, Mr. Ethridge was an associate in the Recapitalization and Restructuring Group at Jefferies and Company, Inc. where he executed corporate restructurings and leveraged finance transactions and was a crisis manager at Conway, Del Genio, Gries & Co. in New York from 2000 to 2001. Mr. Ethridge served a director of Palmetto Bluff Company, LLC, formerly a multi-asset class real estate developer known as Crescent Communities, LLC, from June 2010 to September 2020. From 2009 until 2017, Mr. Ethridge served on the board of directors of FXI Holdings Inc., a foam and foam products manufacturer and served as its chairman from February 2012 until 2017. Mr. Ethridge served on the board of directors of Advantix Systems Ltd. and Advantix Systems, Inc., HVAC equipment manufacturers, from August 2013 until 2015 (for Advantix Systems, Inc.) and until 2018 (for Advantix Systems Ltd.). Mr. Ethridge holds a BBA and a Masters in Accounting from The University of Texas at Austin.
Nicholas A. Petruska, 34
Executive Vice President, CFO & Secretary
Nicholas A. Petruska served as the Executive Vice President, Chief Financial Officer and Secretary of Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020 and is now known as Canoo, Inc. (NASDAQ: GOEV). From March 2017 to October 2018, Mr. Petruska served as Executive Vice President, Chief Financial Officer and Secretary of Hennessy III, which merged with NRC Group Holdings, LLC, a global provider of comprehensive environmental, compliance and waste management services, and is currently a wholly-owned subsidiary of US Ecology, Inc. (NASDAQ: ECOL). From April 2015 to February 2017, Mr. Petruska served as Executive Vice President, Chief Financial Officer and Secretary of Hennessy II, which merged with Daseke in February 2017 and is now known as Daseke Inc. (NASDAQ: DSKE). He has served as an officer of Hennessy Capital LLC, the managing member of our Sponsor, since November 2013, in which position he advised Hennessy I, which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), in connection with its initial public offering in January 2014. In addition, he worked closely with Hennessy I’s CEO and COO on transaction origination and initial assessments of potential target companies and led the due diligence assessment and transaction execution for Hennessy I’s business combination, which was consummated in February 2015. From July 2012 to July 2014, Mr. Petruska served as an investment professional at CHS Capital, a Chicago-based middle market private equity investment firm, where he evaluated leveraged buyouts and structured equity investments across multiple sectors and monitored certain portfolio companies of CHS. From January 2010 to July 2012, Mr. Petruska served as an investment banking analyst for Morgan Stanley (NYSE: MS) in the mergers and acquisitions and corporate finance groups with a focus on diversified industrials and consumer retail. He holds a B.S. degree, summa cum laude, from Miami University with majors in Finance and Decision Sciences.
Board of Directors
Jeffrey Immelt, 64
Lead Independent Director
Since 2018, Mr. Immelt has served as a venture partner on the technology and healthcare investing teams for New Enterprise Associates, a venture capital firm. From 2001 to 2017, Mr. Immelt served as the Chairman and Chief Executive Officer of General Electric Company (NYSE: GE). Mr. Immelt joined General Electric in 1982 upon the completion of his MBA program, and held various roles within the company before assuming his position as Chief Executive Officer. Mr. Immelt sits on the board of Twilio Inc. (NYSE: TWLO) since June 2019 and Bloom Energy Corporation (NYSE: BE) since November 2019. He earned a B.A. degree in applied mathematics from Dartmouth College and an M.B.A. from Harvard University.
Nora Mead Brownell, 73
Independent Director
Ms. Brownell is the Founding Partner of ESPY Energy Solutions, a consulting firm. She has also served as a director of Mead Family Investments LLC, an investment firm, since December 2016. Prior to these positions, from 2001 to 2006, Ms. Brownell was nominated by President George W. Bush to serve as a Commissioner of the Federal Energy Regulatory Commission (FERC). From 1997 to 2001, Ms. Brownell served as a member of the Pennsylvania Public Utility Commission. Ms. Brownell has also served on the board of directors of the Pacific Gas and Electric Company (NYSE: PCG), National Grid plc (NYSE: NGG), Tangent Energy, Spectra Energy Partners, New World Capital, TerViva Bioenergy, ONCOR, Comverge, Starwood Energy Fund, and the GridWise Architecture Council.
Barbara Byrne, 66
Independent Director
Ms. Byrne served as a director of CBS Corp. from September 2018 until its merger with Viacom Inc. in December 2019, and she is currently the chair of the audit committee of ViacomCBS Inc. (NASDAQ: VIAC), a mass media company. She also served as a director of the Institute of International Education since February 2019 and serves as a member of its audit committee. Ms. Byrne is a former Vice Chairman, Investment Banking at Barclays PLC (NYSE: BCS) and Lehman Brothers and held senior leadership positions in both the Energy and Technology Investment Banking Groups at each firm. Ms. Byrne served on the British-American Business Council, New York City Board from 2013 to 2017, and on the board of trustees of Mount Holyoke College, South Hadley from 2006 to 2016. American Banker named Ms. Byrne in the top 5 of the “25 Most Powerful Women in Finance” for eight consecutive years through 2017, and she received American Banker’s Lifetime Achievement Award in Finance in October 2018. She has been a lifetime member of The Council on Foreign Relations since 2013. Ms. Byrne graduated Mount Holyoke College magna cum laude with a degree in economics.
Dr. Kurt Lauk, 73
Independent Director
Dr. Lauk is currently a director of Magna International (NYSE: MGA), a Canadian mobility technology company for OEMs. Dr. Lauk also currently serves as a Board Member of Fortemedia, Inc. He is the President of Globe CP GmbH, a private investment firm he co-founded in 2000. From 2013 to 2019, Dr. Lauk served on the board of directors of Solera, a software company for the automotive industry. From 2004 to 2009, Dr. Lauk served as a Member of the European Parliament, including as a Member of the Economic and Monetary Affairs Committee and Deputy Member of the Foreign and Security Affairs Committee. From 2000 to 2015, Dr. Lauk served as the Chairman of the Economic Council to the Christian Democratic Party. From 1996 to 1999, Dr. Lauk served as a Member of the Board of Management and Head of World Wide Commercial Vehicles Division of Daimler Chrysler (FRA: DAI). Prior to those positions, from 1989 to 1992, Dr. Lauk served as Deputy Chief Executive Officer and Chief Financial Officer of Audi AG (FRA: NSU). Dr. Lauk was also Chief Financial Officer and Controller of VEBA AG – now known as E.ON AG from 1992 to 1996, Chief Executive Officer of Zinser Textil Machinery GmbH from 1984 to 1989, and a Partner and Vice President of the German practice of Boston Consulting Group from 1978 to 1984. Dr. Lauk currently serves as a trustee of the International Institute for Strategic Studies in London and was an honorary professor with a chair for international studies at the European Business School in Reichartshausen, Germany. Dr. Lauk holds both a PhD in international politics from Kiel and an MBA from Stanford University.
Tanguy V. Serra, 42
Independent Director
Mr. Serra has been the President and Chief Investment Officer of Loanpal since January 2018 and the co-founder of GoodFinch LLC, an asset manager, since February 2020. Mr. Serra previously served as the President of SolarCity Corporation, which became a subsidiary of Tesla, Inc. (NASDAQ: TSLA) in November 2016, from May 2013 to November 2016. Mr. Serra co-founded and served as the Chief Executive Officer and President of Vivint Solar, Inc., a solar energy solutions company, from April 2011 to April 2013. From April 2004 to September 2011, Mr. Serra served as a Vice President at TPG Capital, L.P., a private equity investment firm. From 2001 to 2004, Mr. Serra held financial analyst positions with Morgan Stanley Capital Partners and Merrill Lynch. Mr. Serra holds a bachelor’s degree in accounting from ESCP Europe in Paris.