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Tortoise Acquisition Corporation II

Tortoise Acquisition Corporation II

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Volta Industries, Inc.

ENTERPRISE VALUE: $1.422 billion
ANTICIPATED SYMBOL: VLTA

Tortoise Acquisition Corp. II to combine with Volta Industries, Inc. (“Volta”), an industry leader in commerce-centric electric vehicle (“EV”) charging networks. Upon the closing of the transaction, the combined entity will be named Volta Inc. and remain on the New York Stock Exchange (“NYSE”) under the new ticker symbol “VLTA.”

Volta’s business model centers around evolving spending habits caused by the move to electric vehicles by building a charging infrastructure that reinforces desired behaviors at each location. Volta’s charging stations feature large eye-catching digital displays that function as a sophisticated media network, providing brands a way to reach millions of shoppers moments before they enter a store. These sponsor-supported charging stations provide energy to customers who are able to plug in their vehicles where and when they shop. Volta’s business partners who choose to have Volta charging stations installed report an increase in spend, dwell time and engagement on site. Currently located in 23 states and over 200 municipalities.

Scott Mercer will continue as CEO of the combined company, overseeing the vision and evolution of the company and Wendel will continue as President.  They are joined by Volta’s executive team: Chief Strategy Officer, Drew Lipsher; General Counsel, Jim DeGraw; CFO, Debra Crow, CTO, Praveen Mandal; CMO, Nadya Kohl; and CRO, Brandt Hastings.  The combined company’s board (subject to shareholder approval) will include existing members from Volta and Tortoise Acquisition Corp. II, including Cubbage, Mercer, Wendel, and investors Eli Aheto from Virgo Investment Group and John Tough from Energize Ventures.  The combined company board will be rounded out with an independent slate including Kathy Savitt (President and Chief Commercial Officer, Boom Supersonic and former CMO and Head of Global Media at Yahoo!), and Martin Lauber (Advertising industry entrepreneur, Managing Partner at 19York).


SUBSEQUENT EVENT – 1/18/23 – LINK

  • Shell USA Inc. will acquire all outstanding shares of Class A common stock of Volta at $0.86 per share in cash upon completion of the merger, which represents an approximate 18 percent premium to the closing price of Volta stock on January 17, 2023, the last full trading day prior to the announcement of the transaction.

TRANSACTION

The pro forma implied market capitalization of the combined company is over $2 billion, at the $10.00 per share PIPE subscription price and assuming minimal public shareholders of Tortoise Acquisition Corp. II exercise their redemption rights.

The company will receive an aggregate of approximately $600 million of net proceeds from an upsized $300 million PIPE, and $345 million of cash held in trust assuming minimal public shareholders of Tortoise Acquisition Corp. II exercise their redemption rights.

These funds will be used to accelerate product commercialization, product production, demand generation efforts, operational growth and for general corporate purposes. The boards of directors of both Tortoise Acquisition Corp. II and Volta Industries unanimously approved the transaction. Completion of the proposed transaction is subject to, among other things, the approval of the shareholders of Tortoise Acquisition Corp. II, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions and is expected to occur late in the second quarter of 2021.

All existing Volta shareholders and investors will continue to hold their equity ownership in the combined company, including Volta management and others.

tortoise ii Volta transaction overview

 


PIPE

  • 30,000,000 shares of Domesticated Acquiror Class A Common Stock (the “Private Placement Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $300,000,000
  • The PIPE is anchored by institutional investors including funds and accounts managed by BlackRock, Fidelity Management & Research Company, LLC and Neuberger Berman Funds.

NOTABLE CONDITIONS TO CLOSING

  • As of the Closing, after consummation of the Private Placement Financing and after distribution of the funds in the Trust Account pursuant to the Business Combination Agreement, Acquiror having cash on hand equal to or in excess of $225,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Proposed Transactions and the Private Placement Financing)

NOTABLE CONDITIONS TO TERMINATION

  • If the First Merger has not been consummated within 210 days after the date of the Business Combination Agreement, which may be extended by up to 30 days in connection with any extension of the required delivery date of the Company’s Audited Financial Statements (such date, the “Outside Date”)

ADVISORS

  • Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Volta.
  • Orrick, Herrington & Sutcliffe, LLP is serving as legal advisor to Volta.
  • Barclays Capital Inc. served as exclusive M&A advisor to Tortoise Acquisition Corp. II.
  • Barclays Capital Inc. and Goldman Sachs & Co. LLC served as joint-placement agents on the PIPE offering.
  • Vinson & Elkins L.L.P. is serving as legal advisor to Tortoise Acquisition Corp. II.

MANAGEMENT & BOARD


Executive Officers

Vincent T. Cubbage*, 55
Chief Executive Officer, President and Chairman

Mr. Cubbage has served as our Chief Executive Officer, President and Director since July 2020 and will serve as Chairman of the Board of Directors following the completion of this offering. Since November 2018, Mr. Cubbage has served as Chief Executive Officer, President and director of Tortoise Acquisition I, and as Chairman of the Tortoise Acquisition I Board since the completion of its initial public offering in March 2019. He has served as Managing Director — Private Energy of Tortoise Capital Advisors, L.L.C. since January 2019. Mr. Cubbage served as the Chief Executive Officer and a member of the Board of Managers of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP, since it was formed in 2006. He served as Chief Executive Officer, Director and Chairman of the Board of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX), formerly a publicly-traded partnership engaged in the midstream business, from October 2013 to the date of its sale in December 2017. From 2007 to 2011, Mr. Cubbage also served on the board of managers of the general partner of International Resources Partners, LP, a private partnership founded by Lightfoot Capital that was engaged in the mining of natural resources. Prior to founding Lightfoot Capital, Mr. Cubbage was a Senior Managing Director and Head of the Midstream sector in the Investment Banking Division of Banc of America Securities from 1998 to 2006. Before joining Banc of America Securities, Mr. Cubbage was a Vice President at Salomon Smith Barney in the Global Energy and Power Group where he worked from 1994 to 1998. Mr. Cubbage received an M.B.A. from the American Graduate School of International Management and a B.A. from Eastern Washington University.


Stephen Pang, 38
Chief Financial Officer and Director Nominee

Mr. Pang has served as our Chief Financial Officer since July 2020 and will serve as a Director following the completion of this offering. Mr. Pang has served as a director of Tortoise Acquisition I since the completion of its initial public offering in March 2019 and has served as the Chief Financial Officer of Tortoise Acquisition I since January 2020. Mr. Pang is a Managing Director and Portfolio Manager at Tortoise, and is responsible for Tortoise’s public and private direct investments across its energy strategies, where he has served as Vice President of Tortoise Pipeline & Energy Fund, Inc., a closed-end fund, since May 2017. Prior to joining Tortoise in 2014, Mr. Pang was a director in Credit Suisse Securities (USA) LLC’s Equity Capital Markets Group. Before joining Credit Suisse Securities (USA) LLC in 2012, he spent eight years in Citigroup Global Markets Inc.’s Investment Banking Division, where he focused on equity underwriting and corporate finance in the energy sector. Mr. Pang received a B.S. in Business Administration from the University of Richmond and is a CFA charterholder.


Steven C. Schnitzer, 58
Vice President, General Counsel and Secretary

Mr. Schnitzer has served as our Vice President, General Counsel and Secretary since July 2020. Mr. Schnitzer has served as Vice President, General Counsel and Secretary of Tortoise Acquisition I since the completion of its initial public offering in March 2019 and has served as Director and Private Energy — General Counsel of Tortoise Capital Advisors, L.L.C. since January 2019. Mr. Schnitzer served as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP, from February 2014 through its wind-up in December 2019, and served as Senior Vice President, General Counsel and Secretary of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX), formerly a publicly traded partnership, from February 2014 until its sale in December 2017. Prior to joining Lightfoot Capital Partners GP LLC, Mr. Schnitzer practiced law with the firm of Katten Muchin Rosenman LLP, where he served as the Chair of the Corporate Group of the firm’s Washington, DC office from 2001 to January 2014 and specialized in corporate law, including mergers and acquisitions, corporate finance and securities matters. Prior to joining Katten Muchin Rosenman LLP, Mr. Schnitzer was an Associate from 1994 and a Partner from 1997 to 2000 in the Corporate Group of Crowell & Moring LLP in Washington, DC. Prior to joining Crowell & Moring LLP, Mr. Schnitzer was an Associate from 1988 to 1994 in the Corporate Finance Department of Debevoise & Plimpton LLP in New York City. Mr. Schnitzer received a Bachelor of Arts from the University of Maryland and a Juris Doctor degree from Touro College Jacob D. Fuchsberg Law Center, where he graduated cum laude and served as Editor-in-Chief of the law review.


Darrell Brock, Jr., 54
Vice President, Business Development

Mr. Brock has served as our Vice President of Business Development since July 2020. Mr. Brock has served as Vice President of Business Development of Tortoise Acquisition I since the completion of its initial public offering in March 2019 and has served as Director — Private Energy of Tortoise Capital Advisors, L.L.C. since January 2019. Mr. Brock served as a Vice President of Lightfoot Capital Partners GP LLC and as Vice President of Business Development of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX), formerly a publicly traded partnership engaged in the midstream business, from July 2014 until the sale of Arc Logistics Partners LP in December 2017. From 2010 to June 2014, Mr. Brock served as a consultant to Arc Logistics GP LLC and Lightfoot Capital Partners GP LLC. Prior to joining Arc Logistics GP LLC, Mr. Brock was a Managing Partner at The Cumberland Group from 2009 to 2014. From 2007 to 2009, Mr. Brock was President and Chief Executive Officer of the midstream company DTX Oil, LLC. Mr. Brock served as Commissioner of the Kentucky Governor’s Office of Development from 2003 to 2005, where he oversaw state infrastructure and development, and also served as Senior Policy Advisor to the Governor. Mr. Brock received a B.B.A. in Accounting and an M.B.A. from Eastern Kentucky University.


Evan Zimmer, 29
Vice President

Mr. Zimmer has served as our Vice President of Finance since July 2020 and as an employee of Tortoise Capital Advisors, L.L.C. since January 2019 and supported the business combination activities of Tortoise Acquisition I. From April 2015 until February 2018, Mr. Zimmer served as an Associate of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP. Prior to joining Lightfoot Capital Partners GP LLC, Mr. Zimmer served as a Consultant in the Corporate Finance group at FTI Consulting, Inc. Mr. Zimmer received a Bachelor of Science degree in Business Administration from Bucknell University.


 

Board of Directors

Juan J. Daboub, 57
Independent Director Nominee

Dr. Daboub will serve as a Director following the completion of this offering. Dr. Daboub is the founding Chief Executive Officer of the Global Adaptation Institute (“GAIN”), a non-profit organization whose mission is to help private and public sectors prioritize climate adaptation, which since 2013 has been operated within the University of Notre Dame’s Environmental Change Initiative. Dr. Daboub served as GAIN’s Chief Executive Officer from 2010 to 2013 and has served on its Board of Directors since 2010. Dr. Daboub served as Co-Chair of the World Economic Forum Council on Climate Change from 2012 to 2014 and since 2013 has served as a Panel Member of the Innovation for Change Initiative of the United Nations Secretariat on Climate Change. In 2010, Dr. Daboub founded, and since then has served as Chairman, President and Chief Executive Officer of, the Daboub Partnership of Arcis, LLC, which provides advisory services regarding the implementation of public policies for countries around the world in sectors such as energy, agriculture, macroeconomics and fiscal responsibility. From 2006 to 2010, Dr. Daboub served as one of two Managing Directors of the World Bank Group based in Washington, DC. As Managing Director, Dr. Daboub reported directly to the President of the World Bank and oversaw operations in 110 countries in Africa, the Middle East, East Asia and Latin America. At the World Bank, Dr. Daboub worked with European countries, including the Organization for Economic Cooperation and Development, on issues related to governance and anti-corruption among various nation states and was responsible for the oversight of the World Bank’s Human Development Network, the Information Systems Group, the World Bank Institute, the Department of Institutional Integrity and the Arab World Initiative. At the World Bank, Dr. Daboub was also responsible for the oversight of its Sustainable Development Network, which partners with countries to develop and invest in energy, water, agriculture and food and became a key player in developing the millennium development goals for the United Nations. From 1999 to 2004, Dr. Daboub served as the Minister of Finance and Chief-of-Staff to the President of El Salvador. As Minister of Finance, Dr. Daboub helped to navigate his native country through several regional economic challenges including securing and sustaining El Salvador’s investment grade rating, “dollarizing” the economy and completing a Free Trade Agreement with the United States. During this period, he also oversaw the emergency reconstruction of El Salvador after two major earthquakes in 2001. Prior to 2004, Dr. Daboub held high government positions in El Salvador for 12 years where, among other things, he was responsible for restructuring and privatizing through a competitive and transparent process El Salvador’s state-owned telecommunications company. Dr. Daboub has served as Vice Chairman of US-based Dorado Partners LLC since 2014, which provides development and asset management services primarily to the energy and infrastructure sectors. Dr. Daboub served as an independent member of the Board of Directors of iCore Networks, a US-based unified messaging company, from 2013 until its sale to Vonage Holdings in 2015. Since 2014, Dr. Daboub has served as an independent member of the Board of Directors of Grupo Financiero Ficohsa, SA and certain of its subsidiaries, which is a Panama-based banking and financial services company. Dr. Daboub also served as an independent member of the Board of Directors of deNovo Corporate Advisors, a financial advisory firm based in Dubai, from 2013 through 2019. During 2010, Dr. Daboub served as a Visiting Lecturer at Princeton University’s Woodrow Wilson Graduate School, where he taught a course relating to developing countries. Dr. Daboub holds a Bachelor’s of Science, Masters of Science and a PhD in Industrial Engineering from North Carolina State University.


Karin M. Leidel, 49
Independent Director Nominee

Ms. Leidel will serve as a Director following the completion of this offering. Ms. Leidel joined Nasdaq in 1998, where she held positions of increasing responsibility within the Global Corporate Client Group, was appointed Senior Managing Director in 2012, and ended her 21-year career in 2019. Over her Nasdaq career, she advised numerous companies including a significant portion of the Nasdaq’s top 100 clients. From 2006 to 2008, she was President and acting CEO of the Independent Research Network, a Nasdaq-Reuters joint venture. Prior to Nasdaq, Ms. Leidel was a Portfolio Manager at the Portola Group from 1995 to 1998. She also worked as a Securities Analyst and Bond Trader for The Franklin Templeton Group of Funds from 1993 to 1995. Ms. Leidel began her career at Goldman Sachs & Co. in Investment Banking and Corporate Finance in New York and London from 1991 to 1992. Ms. Leidel has served on the board of several non-profit organizations. She graduated from Boston University with a dual B.A. degree in Economics and French.


Sidney L. Tassin, 63
Independent Director Nominee

Mr. Tassin will serve as a Director following the completion of this offering. Mr. Tassin has served as a director and Chairman of the Audit Committee of Tortoise Acquisition I since the completion of its initial public offering on March 4, 2019. Mr. Tassin is the founder and President of Carta Energy LLC, a firm that originates private equity investments in the energy field with a focus on renewable energy technologies. Prior to founding Carta Energy LLC in 2006, Mr. Tassin was President and a founding partner of Energy Spectrum Capital LP, a private equity fund in the energy industry, from its inception in 1996 until 2006. Prior to founding Energy Spectrum Capital LP, Mr. Tassin held executive financial positions with MESA Inc. and predecessor companies from 1980 to 1994, including serving as chief financial officer from 1989 to 1994. Prior to joining MESA Inc., Mr. Tassin was a CPA with Arthur Andersen & Co. in Houston where he worked in the Audit Division, specializing in energy companies from 1977 to 1980. Mr. Tassin served as a Director of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX), formerly a publicly traded partnership engaged in the midstream business, from November 2013 to the date of its sale in December 2017, serving as lead director, chair of the audit committee and chair of the conflicts committee. Mr. Tassin also served as a Director of Clipper Windpower Plc from 2002 to 2011 and was a member of the audit committee. In addition, Mr. Tassin served as a Director of Bayard Drilling Technologies, Inc. from 1998 to 2000 and was a member of the audit committee. Mr. Tassin received a BBA with a major in Accounting from Northeast Louisiana University.


Steven C. Schnitzer, 58
Vice President, General Counsel and Secretary

Mr. Schnitzer has served as Vice President, General Counsel and Secretary of Tortoise Acquisition I since the completion of its initial public offering in March 2019 and has served as Director and Private Energy — General Counsel of Tortoise Capital Advisors, L.L.C. since January 2019. Mr. Schnitzer served as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP, from February 2014 through its wind-up in December 2019, and served as Senior Vice President, General Counsel and Secretary of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX), formerly a publicly traded partnership, from February 2014 until its sale in December 2017. Prior to joining Lightfoot Capital Partners GP LLC, Mr. Schnitzer practiced law with the firm of Katten Muchin Rosenman LLP, where he served as the Chair of the Corporate Group of the firm’s Washington, DC office from 2001 to January 2014 and specialized in corporate law, including mergers and acquisitions, corporate finance and securities matters. Prior to joining Katten Muchin Rosenman LLP, Mr. Schnitzer was an Associate from 1994 and a Partner from 1997 to 2000 in the Corporate Group of Crowell & Moring LLP in Washington, DC. Prior to joining Crowell & Moring LLP, Mr. Schnitzer was an Associate from 1988 to 1994 in the Corporate Finance Department of Debevoise & Plimpton LLP in New York City. Mr. Schnitzer received a Bachelor of Arts from the University of Maryland and a Juris Doctor degree from Touro College Jacob D. Fuchsberg Law Center, where he graduated cum laude and served as Editor-in-Chief of the law review.