Spartan Acquisition Corp. III
PROPOSED BUSINESS COMBINATION: Allego
ENTERPRISE VALUE: $2.65 billion
ANTICIPATED SYMBOL: ALLG
Spartan Acquisition Corp. III proposes to combine with Allego, a leading pan-European electric vehicle charging network.
Allego delivers charging solutions for electric cars, motors, buses and trucks, for consumers, businesses and cities. Allego’s end-to-end charging solutions make it easier for businesses and cities to deliver the infrastructure drivers need, while the scalability of our solutions makes us the partner of the future. Founded in 2013, Allego is a leader in charging solutions, with an international charging network comprised of more than 26,000 charge points operational throughout Europe – and growing rapidly. Our charging solutions are connected to our proprietary platform, EV-Cloud, which gives us and our customers a full portfolio of features and services to meet and exceed market demands. We are committed to providing independent, reliable and safe charging solutions, agnostic of vehicle model or network affiliation.
Allego continues to benefit from a European EV market that is nearly twice the size of the United States’ EV market, with an expected 46% CAGR from 2020 to 2025. Based on this projection, the number of EVs in Europe is expected to grow to nearly 20 million by 2025, as compared to 3 million today. The combination of a high urbanization rate and a scarcity of in-home parking means European EV drivers require fast, public EV charging locations that provide reliable and convenient charging. As part of the Company’s expansion plans, Allego will focus on fast and ultra-fast charging locations, which maximize utilization rates, carry higher gross margins and are required for fleet operators and EV drivers.
Through a diverse set of partnerships with leading OEMs, fleets, corporations, municipalities, and hosts, the Company has delivered significant revenue growth in recent years, including a 100% revenue CAGR from 2017-2020, and achieved positive operational EBITDA2 at the end of 2020.
TRANSACTION
- The business combination values Allego at an implied $3.14 billion pro forma equity value.
- The combined company is expected to receive approximately $702 million of gross proceeds from a combination of a fully committed common stock PIPE offering of $150 million at $10.00 per share, along with approximately $552 million of cash held in trust, assuming no redemptions.
- The proceeds from the business combination will be used to fund EV station capex and for general corporate purposes.
- Meridiam, the existing shareholder of Allego, will roll 100% of its equity and, together with management and former advisors, will retain 75% of the combined entity.
- Meridiam will continue to be a long-term strategic partner to the combined company.
- The European Investment Bank will maintain its role as capital provider to Allego.
PIPE
- A fully committed common stock PIPE offering of $150 million from investors including:
- Fisker, designer of advanced sustainable electric vehicles and mobility solutions, will make a $10 million private investment in the PIPE. Fisker is the exclusive electric vehicle automaker in the PIPE and, in parallel, has agreed to terms on a strategic partnership to deliver a range of charging options for its customers in Europe.
- Landis+Gyr, as well as institutional investors, including funds and accounts managed by Hedosophia and ECP.
- Investment funds managed by affiliates of Apollo Global Management, Inc., which own the sponsor behind Spartan, and by Meridiam, as long-term owner of Allego, also participated in the PIPE.
REDEMPTIONS
- In the event that the holders of more than 15% of the outstanding shares of Spartan’s Class A Common Stock, par value $0.0001 per share validly exercised their redemption rights, Allego shall issue to E8 Investor certain shares in the capital of Allego, with a nominal value of one euro (EUR 1.00) each (“Allego Common Shares”), valued at $10.00 per Allego Common Share
LOCK-UP
- Insider will agree not to Transfer any NewCo Ordinary Shares issued to such Insider in respect of any shares of Spartan Class A Common Stock that may be received by such Insider at the Closing upon conversion of the Spartan Founders Stock pursuant to the Business Combination Agreement until:
- (i) six months after the Closing or
- (ii) earlier if
- (a) the last reported sale price of NewCo Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period commencing at least 120 days after the date upon which the Closing occurs (the “Closing Date”),
- (b) NewCo consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all NewCo’s stockholders having the right to exchange their shares of NewCo Ordinary Shares for cash, securities, or other property or
- (c) the board of directors of NewCo determines that the earlier termination of such restrictions is appropriate.
- Under the Letter Agreement Amendment, each Insider also agreed, effective as of the Closing and subject to certain exceptions, to modified transfer restrictions prohibiting the Transfer of any Assumed Warrants, and any NewCo Ordinary Shares underlying any Assumed Warrants, until 30 days after the Closing Date.
NOTABLE CONDITIONS TO CLOSING
- The amount of the aggregate amount of cash in the trust fund established by Spartan for the benefit of its public stockholders (the “Trust Fund”), less any payments required to be made by Spartan in connection with the exercise of any Redemption Rights, plus all cash proceeds received from the Private Placement, is not less than $150,000,000
NOTABLE CONDITIONS TO TERMINATION
- By either Spartan or Allego may terminate the Business Combination Agreement prior to the Effective Time if the Spartan Merger has not been consummated by February 23, 2022 (the “Outside Date”)
ADVISORS
- Credit Suisse is serving as sole financial advisor and capital markets advisor to Allego.
- Weil, Gotshal & Manges LLP and NautaDutilh are serving as legal advisors to Allego.
- Barclays is serving as sole financial advisor and capital markets advisor to Spartan.
- Credit Suisse and Barclays are serving as co-lead placement agent on the PIPE offering.
- Credit Suisse, Citi and Apollo Global Securities are serving as co-placement agents.
- Vinson & Elkins L.L.P. is serving as legal advisor to Spartan.
- Latham & Watkins LLP is serving as legal advisor to the placement agents.
MANAGEMENT & BOARD
Executive Officers
Geoffrey Strong, 45
Chief Executive Officer and Chairman
Geoffrey Strong has served as our Chief Executive Officer and Chairman since December 2020. He currently serves as the Chief Executive Officer and Director of Spartan Acquisition Corp. II and previously served as Chief Executive Officer and Chairman of Spartan Energy Acquisition Corp. Mr. Strong joined Apollo in 2012 and is currently a Senior Partner and Co-Head of the firm’s Infrastructure and Natural Resources group. Previously, he worked in the Private Equity and Infrastructure groups at Blackstone, focusing primarily on investments in the energy sector, and prior to that, as a vice president at Morgan Stanley Capital Partners. Mr. Strong serves or has served on the board of directors of various Apollo portfolio companies or affiliates, including: Apex Energy, LLC; AIE Arlington, LLC; AIE Caledonia Holdings, LLC; Caelus Energy Alaska, LLC; Chisholm Oil and Gas, LLC; CPV Fairview LLC; DoublePoint Energy, LLC; Double Eagle Energy Holdings, LLC; Double Eagle Energy Holdings II, LLC; Double Eagle Energy Holdings III, LLC; Freestone Midstream Holdings, LLC; Great Bay Renewables Holdings, LLC; Momentum Minerals, LLC; Momentum Minerals II, LLC; Northwoods Energy LLC; Pipeline Funding Company, LLC; Roundtable Energy Holdings, LLC; Spartan Energy Acquisition Corp; Spartan Acquisition Corp. II; Tumbleweed Royalty, LLC; Tumbleweed Royalty II, LLC; US Wind Inc. and Vistra Energy Corp. Mr. Strong holds a Bachelor of Science, summa cum laude, in business administration from Western Oregon University, a juris doctor, cum laude, from Lewis & Clark College, and a Masters of Business Administration from the University of Pennsylvania’s Wharton School of Business.
James Crossen, 47
Chief Financial Officer and Chief Accounting Officer
Mr. Crossen has served as our Chief Financial Officer and Chief Accounting Officer since December 2020, and currently serves as Spartan Acquisition Corp. II’s Chief Financial Officer and Chief Accounting Officer, as Apollo Strategic Growth Capital’s Chief Financial Officer and Chief Accounting Officer, and as Apollo Strategic Growth Capital II’s Chief Financial Officer and Chief Accounting Officer. Mr. Crossen is Chief Financial Officer for Private Equity and Real Assets at Apollo, having joined the firm in 2010. He was Chief Financial Officer and Chief Accounting Officer of Spartan Energy Acquisition Corp. from October 2017 until October 2020. Prior to that time, Mr. Crossen was a Controller at Roundtable Investment Partners LLC. Prior thereto, Mr. Crossen was a Controller at Fortress Investment Group. Prior to that time, Mr. Crossen was a member of the Funds Management and Tax Group at JP Morgan Partners LLC. Mr. Crossen is a Certified Public Accountant in New York. Mr. Crossen served in the United States Marine Corps and graduated summa cum laude from the University of Connecticut.
Board of Directors
Olivia Wassenaar, 41
Director
Ms. Wassenaar is a Senior Partner at Apollo Global Management and is Co-Lead of Natural Resources, having joined in 2018. Prior to that time, Ms. Wassenaar was a Managing Director at Riverstone Holdings and was previously a member of the Investment Banking division of Goldman Sachs. Ms. Wassenaar also serves on the boards of directors of Talos Energy Inc., Jupiter Resources Ltd., Pegasus Optimization Partners, LLC, LifePoint Health, Inc., High Road Resources, LLC (f.k.a. American Petroleum Partners, LLC), AP Shale Logistics Holdco LLC (a.k.a Tidewater Logistics Operating LLC) and Spartan Acquisition Corp. II. During the past five years, Ms. Wassenaar also served as a director of Northern Blizzard Resources Inc., USA Compression Partners, LP, Admiral Permian Resources, LLC, Hammerhead Resources Inc., Canadian Non-Operated Resources GP Inc., Eagle Energy Exploration LLC, Vesta Energy Corp., Canera III, Niska Gas Storage Partners LLC and Apex Energy LLC. She received her AB, magna cum laude from Harvard College and an MBA from the Wharton School at the University of Pennsylvania.
Wilson Handler, 36
Director
Mr. Handler joined Apollo in 2011 and is a member of the firm’s Natural Resources group. Prior to joining Apollo, Mr. Handler was an investment professional at First Reserve, where he was involved in the execution and monitoring of investments in the energy sector. Previously, he worked in the Investment Banking Division at Lehman Brothers in the Natural Resources group. Currently, Mr. Handler serves or has served on the board of directors of various companies, including: EP Energy Corporation; CSV Midstream Solutions GP LLC; Jupiter Resources GP LLC; Resource Energy Partners, LLC; Tumbleweed Royalty, LLC; Tumbleweed Royalty II, LLC; Mesquite Energy Inc. (f/k/a Sanchez Energy Corp.); Spartan Acquisition Corp. II; American Petroleum Partners, LLC (n/k/a High Road Resources, LLC); Athlon Energy Inc.; DoublePoint Energy, LLC; Double Eagle Energy Holdings II LLC; Double Eagle Energy Holdings III LLC; and Wolfcamp DrillCo LLC.
Christine Hommes, 36
Director
Ms. Hommes joined Apollo in January 2011 and is a Partner in the Natural Resources group. Prior to that time, Ms. Hommes was an Associate at First Reserve and prior to that, a member of the Power & Utilities Group at UBS. Ms. Hommes currently serves on the board of directors of Talos Energy Inc., Chisholm Oil & Gas, Momentum Minerals, Momentum Minerals II, Belvedere Royalties, LLC, Boardwalk Holdings, LLC (parent of Celeros Flow Technology), Freestone Midstream Holdings, LLC, Northwoods Energy LLC, Roundtable Energy Holdings, and Spartan Acquisition Corp. II. Ms. Hommes also serves on the board of directors of Youth, Inc. a non-profit focused on New York City youth. She previously served on the board of Tumbleweed Royalty. Ms. Hommes graduated summa cum laude from the University of Pennsylvania with a BS in Economics and a BAS in Systems Engineering.
Joseph Romeo, 36
Director
Mr. Romeo joined Apollo Private Equity in 2013 and is focused on natural resources activities in addition to co-leading Spartan Energy Acquisition Corp. from IPO to business combination. Prior to that time, Mr. Romeo was a member of the Energy Financial Services group at General Electric focused on evaluating, executing and managing principal investments in the energy sector. Mr. Romeo also serves on the board of directors of various Apollo portfolio companies, including Apex Energy, LLC, Caelus Energy Alaska, LLC, Freestone Midstream Holdings, LLC, High Road Resources, LLC, Northwoods Energy, LLC, Roundtable Energy Holdings, LLC and Spartan Acquisition Corp. II. Mr. Romeo graduated from Princeton University with an AB in Politics and received his MBA from Harvard Business School. Mr. Romeo’s extensive experience investing in the energy value chain makes him a valuable addition to our management team and board of directors.
Jan C. Wilson, 48
Independent Director
Ms. Wilson served as a consultant to the Royal Bank of Canada from September 2015 until April 2017. Prior to her service as a consultant to the Royal Bank of Canada, Ms. Wilson was a manager at Enron Corporation from May 1996 until January 2002, senior vice president of RBS Sempra Commodities LLC from January 2002 until January 2011 and director of Freepoint Commodities LLC from June 2011 until June 2013. Since April 2018, Ms. Wilson has served as a senior advisor for the Canada Pension Plan Investment Board and is the founder/president of JW 1000 Ltd. a company focused on advising on all project contracts that are required to support financing and allocation of risk for sustainable energy projects. Ms. Wilson currently serves on the board of directors of Spartan Acquisition Corp. II and Crestone Peak Resources. Ms. Wilson previously served on the board of directors of Spartan Energy Acquisition Corp. from April 2020 to October 2020 Ms. Wilson was a private investor from March 2015 to August 2015 and from April 2017 through March 2018. Ms. Wilson holds a B.A. in Economics and a B.A. in Honours Business Administration from the University of Western Ontario and an M.B.A. from Queens University.
John M. Stice, 61
Independent Director
Mr. Stice previously served as Chief Executive Officer of Access Midstream from the time it spun out of Chesapeake Energy until his retirement in 2015. Mr. Stice began his career in 1981 with Conoco, as an associate engineer. For more than 25 years, Mr. Stice held technical and managerial positions of increasing responsibility with ConocoPhillips in exploration, production, midstream, and gas marketing worldwide. In November 2008, Mr. Stice joined Chesapeake and served as President of Chesapeake Midstream Development and Senior Vice President of Natural Gas Projects for Chesapeake Energy. He retired in 2015 as Chief Executive Officer of Access Midstream, formerly Chesapeake Midstream Partners. Currently, Mr. Stice serves as Dean of the Mewbourne College of Earth & Energy at the University of Oklahoma, a position he assumed in August 2015. Mr. Stice served on the board of directors of Spartan Energy Acquisition Corp. Mr. Stice serves on the boards of directors of Spartan Acquisition Corp. II, Marathon Petroleum Corporation, MPLX and U.S. Silica Holdings, Inc. Mr. Stice holds a bachelor’s degree in chemical engineering from the University of Oklahoma, a master’s degree in business from Stanford University, and a doctorate in education from The George Washington University.
Matthew J. Smith, 43 [Appointed 5/7/21]
Independent Director
Mr. Smith currently serves as the Founder and Managing Partner of Deep Basin Capital LP since January 2017. Mr. Smith has over 16 years of investment management experience in the energy, renewable and utility sectors across both public and private investments, including the roles of portfolio manager at Citadel’s Surveyor Capital Ltd. from June 2010 through January 2016, senior analyst in the energy and other cyclical sectors for Highfields Capital Management LP from January 2009 to December 2009 and Copper Arch Capital. LLC from July 2005 to December 2007 and as a financial analyst at Equity Office Properties Trust from August 2001 to May 2003. Mr. Smith is a CFA Charterholder. He holds a B.B.A. from the University of Iowa Tippie College of Business and a M.S. in Finance from Wisconsin-Madison’s Applied Security Analysis Program (ASAP).