Power & Digital Infrastructure Acquisition II Corp. *

Power & Digital Infrastructure Acquisition II Corp. *

Nov 18, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Montana Technologies LLC

ENTERPRISE VALUE: $500 million
ANTICIPATED SYMBOL: TBD

Power & Digital Infrastructure Acquisition II Corp (“XPDB”) entered into a business combination agreement with Montana Technologies LLC

Montana Technologies is an atmospheric energy and water harvesting technology company that provides efficient and sustainable air conditioning and pure water from air through its transformational AirJoule™ technology.


SUBSEQUENT EVENT – 3/4/24 – LINK

  • The SPAC secured commitments by third parties to invest in excess of $50 million led by Carrier and Rice Investment Group.
  • The Investors agreed to purchase an aggregate number of Montana Class B Common Units that will convert into an aggregate of 5,604,706 shares of the Company’s Class A common stock upon the Closing.
  • The Investors include TEP Montana LLC, XMS MT Holdings LLC, Stuart Porter, Carrier and Rice Investment Group.
  • Patrick C. Eilers, CEO of the SPAC, and Paul Gaynor and Scott Widham, members of the Board, are investors in TEP Montana.
  • John McGarrity, General Counsel and Secretary of the SPAC, James P. Nygaard, Jr., CFO, and Theodore J. Brombach, Chairman of the board, are investors in XMS MT Holdings.

SUBSEQUENT EVENT – 2/5/24 – LINK

  • The minimum cash condition was reduced from $85 million to $50 million.

SUBSEQUENT EVENT – 2/2/24 – LINK

  • Joint Venture Formation Framework Agreement
    • On January 25, 2024, Montana Technologies LLC and GE Ventures LLC, along with GE Vernova LLC for specified purposes, agreed to create a joint venture, AirJoule JV, each holding a 50% stake.
      • This venture aims to merge GE Vernova’s sorbent materials with Montana Technologies’ AirJoule® water capture technology to produce and market products in the Americas, Africa, and Australia.
      • Upon closing, they will sign an amended JV agreement for exclusive manufacturing rights, master service agreements for shared services, and an IP agreement for licensing.
      • Montana Technologies will initially invest $10 million, with up to $90 million more expected based on future plans.
    • The deal’s completion hinges on several conditions, including regulatory approval, an amendment to Montana Technologies’ license with Battelle Memorial Institute, accurate representations, compliance with obligations, and a $10 million investment from future equity financing.
      • The agreement can be terminated before closing by mutual consent, if the closing hasn’t occurred by March 31, 2024 (or a later agreed date), due to unresolvable legal restraints, or if either party breaches the agreement without curing the breach.
  • Subscription Agreements
    • On January 26 and 29, 2024, Montana Technologies signed agreements with TEP Montana, XMS MT Holdings, and Stuart Porter, collectively investing $5.0 million in exchange for Class B Common Units.
      • These units will convert into 588,236 Class A common shares ($8.50/Share) upon the completion of Montana Technologies’ business combination with the Company.

EXTENSION – 6/13/23 – LINK

  • The SPAC approved the extension from June 14, 2023 to March 14, 2024.
    • 18,141,822 shares were redeemed at the meeting for $10.37 per share.
    • No contribution will be made into the trust account.

TRANSACTION

  • Business combination of XPDB and Montana Technologies at pro forma enterprise value of $500 million
  • The Transaction is expected to close in the fourth quarter of 2023, subject to certain closing conditions
  • Following transaction close, Matt Jore is expected to remain in the role of Chief Executive Officer and lead the pro forma Company

Updated Presentation

xpdb

Original Presentation


SPAC FUNDING

  • Subscription Agreements – LINK
    • On January 26 and 29, 2024, Montana Technologies signed agreements with TEP Montana, XMS MT Holdings, and Stuart Porter, collectively investing $5.0 million in exchange for Class B Common Units.
      • These units will convert into 588,236 Class A common shares ($8.50/Share) upon the completion of Montana Technologies’ business combination with the Company.
  • The SPAC secured commitments by third parties to invest in excess of $50 million led by Carrier and Rice Investment Group.
  • The Investors agreed to purchase an aggregate number of Montana Class B Common Units that will convert into an aggregate of 5,604,706 shares of the Company’s Class A common stock upon the Closing.
  • The Investors include TEP Montana LLC, XMS MT Holdings LLC, Stuart Porter, Carrier and Rice Investment Group.
  • Patrick C. Eilers, CEO of the SPAC, and Paul Gaynor and Scott Widham, members of the Board, are investors in TEP Montana.
  • John McGarrity, General Counsel and Secretary of the SPAC, James P. Nygaard, Jr., CFO, and Theodore J. Brombach, Chairman of the board, are investors in XMS MT Holdings.

EARNOUT

  • Company:
    • The Company’s equityholders will have the opportunity to receive additional equity consideration in the form of additional shares of Class A common stock at $10.00 per share upon achievement of certain milestones related to production capacity and annualized EBITDA of the combined company of more than $150 million, following the Closing. The maximum value of the Earnout Shares will be capped at $200 million and the ability to receive Earnout Shares will expire upon the fifth anniversary of the Closing.
  • Sponsor:
    • 1,380,736 of the XPDB Class B common stock held by the Sponsor as of the Closing will be subject to certain time and performance-based vesting provisions. The Subject Vesting Shares will be subject to an earnout, with the Subject Vesting Shares vesting on the earlier to occur:
      • (i) from time to time, at the same time and simultaneously with any Earnout Payment, and
      • (ii) on any day following the Closing when the closing price of a share of XPDB Class A common stock on NASDAQ (the “Closing Share Price”) equals or exceeds $12.00 for up to an aggregate of 50% of the Subject Vesting Shares vesting and all remaining Subject Vesting Shares will vest when the Closing Share Price equals or exceeds $14.00.

LOCK-UP

  • Company and Sponsor:
    • Both parties are subject to a lock-up agreement, where they have agreed not to transfer, assign or sell any of their shares and any shares of our Class A common stock issuable upon conversion thereof until the earlier of
      • (a) one year after the completion of our initial business combination, and
      • (b) subsequent to completion of our initial business combination, the date on which the last reported sale price of our Class A 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 our initial business combination.

NOTABLE CONDITIONS TO CLOSING

  • The obligations of the Company to consummate the Transactions are subject to the satisfaction of the following:
    • The proceeds from the Transactions, consisting of the aggregate cash proceeds available for release to XPDB from the Trust Account in connection with the Transactions, must be equal to or in excess of $85.0 million; provided that this condition will no longer apply upon the receipt of proceeds from the Capital Raise of $85.0 million or greater.
      • The minimum cash condition was reduced from $85 million to $50 millionLINK

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated at any time prior to the Closing by written notice by any party if the Closing has not occurred on or prior to June 14, 2023 (the “Outside Date”).

ADVISORS

  • Montana Technologies Advisors:
    • Latham & Watkins LLP is serving as legal counsel
  • XPDB Advisors:
    • Barclays is serving as capital markets advisor, and Vinson & Elkins is serving as counsel to Barclays
    • Kirkland & Ellis LLP is serving as legal counsel

MANAGEMENT & BOARD


Executive Officers

Patrick C. Eilers, 54
Chief Executive Officer and Director

Mr. Eilers is the founder and has served since 2019 as the Managing Partner of TEP, a private equity firm focused on the energy & power transition, in particular its impact on the electrical grid, with an expertise in (i) renewable energy, (ii) energy storage, technology, equipment & services, and (iii) transitional energy infrastructure. Mr. Eilers has over 20 years of investment experience focused on the energy & power transition. Since December 2020, Mr. Eilers has also served as the Chief Executive Officer and a director of XPDI I. Prior to founding TEP, Mr. Eilers was a Managing Director on the BlackRock Infrastructure Platform, where he also served as an Investment Committee member for BlackRock’s Global Renewable Power Fund, Global Energy & Power Infrastructure Fund, and Chaired the Energy & Power Private Equity Fund. Prior to joining BlackRock in 2016, he also worked at Madison Dearborn Partners overseeing the firm’s energy, power, and chemicals practices for 10 years. Mr. Eilers earned a Bachelor of Science in Biology and Mechanical Engineering from the University of Notre Dame and a Master of Business Administration from the Kellogg School of Management at Northwestern University.


James P. Nygaard, Jr., 46
Chief Financial Officer

Mr. Nygaard is a Managing Director of XMS Capital Partners, LLC and is responsible for leading M&A execution activities at the firm. With 25 years of investment banking experience, he has completed several strategic transactions, financings, and corporate finance advisory assignments for a diverse range of clients across a variety of industry sectors. Since December 2020 Mr. Nygaard has also served as the Chief Financial Officer of XPDI I. Prior to joining XMS Capital at the end of 2007, Mr. Nygaard spent 12 years in the Investment Banking Division of Morgan Stanley where he assumed various roles within the corporate finance, M&A and administrative practices of the firm. While at Morgan Stanley, Mr. Nygaard led coverage and strategic execution efforts for a number of Midwest-based companies, including 3M, Anheuser-Busch, ConAgra Brands, Ford Motor Company, and General Mills.


John B. Sexton, 25
Vice President

Mr. Sexton is an Associate for TEP where he focuses on control, and growth equity investments in companies making North America’s power and energy systems increasingly sustainable and smart. Prior to joining TEP in 2021, Mr. Sexton served as an Associate with Marathon Capital’s investment banking division where he served since 2018, working across M&A transactions and tax equity financings in the renewables, carbon capture and energy services sectors. Mr. Sexton earned his Bachelor of Business Administration in Finance in 2018, while minoring in Sustainability at the University of Notre Dame.



Board of Directors

Theodore J. Brombach, 57
Chairman of the Board

Mr. Brombach is a founding partner of XMS Capital Partners, LLC and serves as the firm’s Co-Managing Partner and has served in such role since 2006. Since December 2020, Mr. Brombach has also served as the Chairman of XPDI I. He is also the Chief Executive Officer of XA Investments LLC, an alternative asset management firm he co-founded in 2016. Mr. Brombach is the President and Chief Executive Officer and a Trustee of XAI Octagon Floating Rate & Alternative Income Term Trust (NYSE: XFLT), a closed end fund investing in alternative credit investments, and has served in such role since 2017. He has over 30 years of investment banking experience in Chicago, New York and London. Prior to founding XMS Capital, Mr. Brombach was a Managing Director and co-head of Midwest Investment Banking at Morgan Stanley, which he joined in 1990. At XMS Capital, he has led numerous M&A and capital raising transactions across a number of industry sectors. Mr. Brombach is a director of RiverWood Bank. Mr. Brombach earned a Bachelor of Arts from the University of Notre Dame and a Master of Business Administration from the Kellogg Graduate School of Management at Northwestern University.


Paul Dabbar, 53
Director

Mr. Dabbar is currently the President and Chief Executive Officer of Bohr Quantum Technology Corp, a quantum communications company, and has served as Chief Executive Officer since 2021. Since February 2021, Mr. Dabbar has also served as a member of the board of directors of XPDI I. Prior to Bohr Quantum, Mr. Dabbar served as Under Secretary for Science at the U.S. Department of Energy from 2017 to 2021, managing the operations of, and investing capital at the seventeen U.S. National Laboratories, conducting research and development in energy, technology and the sciences. Mr. Dabbar was previously a Managing Director in investment banking at J.P. Morgan Chase & Co., in energy and mergers & acquisitions from 1996 to 2017. Mr. Dabbar was also previously a nuclear submarine officer in the U.S. Navy. Mr. Dabbar earned a Bachelor of Science from the U.S. Naval Academy and an MBA from Columbia University.


Paul Gaynor, 55
Director

Mr. Gaynor is currently the Chief Executive Officer of Longroad Energy, a renewable energy company. Since February 2021, Mr. Gaynor has also served as a member the board of directors of XPDI I. Prior to co-founding Longroad Energy, Mr. Gaynor served as CEO of First Wind, which he founded in 2004. Mr. Gaynor has also held various roles within Singapore Power, PSG International, GE Capital, and GE Power Systems. Mr. Gaynor earned a Bachelor of Science in Mechanical Engineering from Worcester Polytechnic Institute and an MBA from University of Chicago.


Scott Widham, 63
Director

Mr. Widham brings over 30 years of broad-based management and operations experience in the telecommunications industry. Mr. Widham is currently President of Widham Capital, providing advisory services to strategic and financial institutions making investments in the telecom sector, and has served in that role since 2019. Since February 2021, Mr. Widham has also served as a member the board of directors of XPDI I. Previously, he served as President of Neverfail from 2018 to 2019, CEO of Alpheus Communications from 2011 to 2017 and, prior to Alpheus, as CEO of Cobridge Communications, Broadwing Communications, and Capital Cable. Mr. Widham also served as EVP of Corecomm and was a Director at MTV Networks. Mr. Widham earned a B.B.A. from the University of Texas at Austin.


John P. McGarrity, 60
General Counsel and Secretary

Mr. McGarrity is managing director and chief administrative officer for XMS Capital Partners, LLC and general counsel of XMS Holdings, LLC. Mr. McGarrity has over 30 years of experience in legal and product development positions, primarily in the financial services industry. Prior to joining XMS, and its asset management affiliate XA Investments LLC, in 2016, Mr. McGarrity was managing director and general counsel of River Branch Holdings, a boutique international merchant bank that was acquired by Piper Jaffray. Mr. McGarrity is the former executive vice president and head of product development for Man Investments, Inc., the North American subsidiary of Man Group PLC. Previously, Mr. McGarrity served as a director on the capital markets desk at Bank One, N.A. Prior to that, he was the Associate General Counsel and Secretary of Unicom Corporation, which merged with PECO Energy Company to become Exelon Corporation. Mr. McGarrity began his career at Sidley Austin LLP, where he was a partner in its corporate and securities group. Mr. McGarrity earned his B.B.A., cum laude, in finance and philosophy at the University of Notre Dame. He earned his J.D., magna cum laude, at the University of Illinois College of Law, where he was an editor of the University of Illinois Law Review.