Shopping Cart

TPG Pace Beneficial Finance Corporation

TPG Pace Beneficial Finance Corporation

Oct 19, 2020 by Roman Developer

LIQUIDATION – 9/23/22 – LINK

  • The SPAC has decided to liquidate its trust account and return the money to the shareholders on October 11, 2022.
    • The price per share held in the trust account is approximately $10.01/Share.

The below announced combination was terminated on 12/29/21.  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: EVBox Group [TERMINATED on 12/29/21 – LINK]

ENTERPRISE VALUE: $969 million
ANTICIPATED SYMBOL: EVB

TPG Pace Beneficial Finance Corp. (NYSE: TPGY.U, TPGY, TPGY WS), announced it has entered into a definitive agreement with ENGIE New Business S.A.S., a wholly owned subsidiary of ENGIE S.A. (“Engie”), a multi-national utility with headquarters in France, to acquire its subsidiary EV Charged B.V. (the “Company”, “EVBox” or “EVBox Group”) for a combination of cash and equity. EVBox is a leading global provider of smart charging solutions for electric vehicles (“EV”) with Europe’s largest installed base of charging solutions and the most advanced cloud-based software offering.

Founded in 2010, EVBox offers a portfolio of both hardware and enterprise software solutions and has built the industry’s largest installed base of EV charging solutions, with more than 190,000 charge ports across 70 countries. The Company’s growth is driven by sales of equipment as well as recurring-revenue software subscriptions, services and transaction processing fees. EVBox’s open architecture SaaS platform, Everon, serves as the backbone of the offering, with a cloud-native, charging management solution that can support both EVBox and third-party hardware. The Everon software enables new monetization opportunities for charging station owners, supports dynamic load management and enables integration with other software via APIs. EVBox’s offering also includes a complete suite of award-winning AC level 2 and DC fast and ultra-fast, smart charging stations, ranging from 3 to 350 kW, all served by mobility services offered through partners worldwide.

The transaction is subject to approval by the TPG Pace shareholders and other customary closing conditions. Both ENGIE and TPG Pace have all other required approvals for the proposed transaction. The transaction is expected to close late Q1 2021.

TRANSACTION SUMMARY

The business combination values EVBox at an implied $969 million enterprise value and a total pro-forma equity value of approximately $1.394 billion. Upon transaction closing, and assuming no redemptions by TPG Pace stockholders, EVBox expects to have more than $425 million of cash on its balance sheet, including a portion of the proceeds of TPG Pace’s fully committed Private Investment in Public Equity (“PIPE”) of $225 million, $100 million from TPG Pace’s Forward Purchase Agreements and $350 million of cash held in TPG Pace’s trust account.

The combined company will be renamed EVBox Group. Its common shares and warrants are expected to be listed on the New York Stock Exchange (the “NYSE”) under the ticker symbols “EVB” and “EVB WS” Upon closing, EVBox will have a nine person board and a majority of independent directors.

Cash proceeds raised in the transaction will be used to fund operations, support growth and notably pay cash consideration of up to $180 million to ENGIE. ENGIE expects that the transaction will result in a net debt decrease of ca 0.2 bn€ and EVBox no longer being consolidated in its accounts, with ENGIE’s remaining approximate 40+% shareholding accounted by the equity method.

 

PIPE

  • 22.5 million shares at $10.000 with certain accredited investors for $225 million total
  • Investors will be entitled to liquidated damages payable by Dutch Holdco in the event that a registration statement for the shares of Class A Common Stock issued in the Private Placement has not been declared effective by the SEC within 90 days following the Closing of the Business Contribution or 10 days following the date the SEC notifies Dutch Holdco that the registration statement will not be reviewed or will not be subject to further review, whichever date is earlier (a “Registration Default”)
    • The Subscription Agreements provide that liquidated damages will be payable monthly by Dutch Holdco during the time of a Registration Default in the amount of 0.5% of the purchase price paid by the applicable Investor for its acquired Class A Shares, subject to a cap of 5.0%.

LOCK-UP

Engie Seller and its affiliates will be subject to a customary lock-up with respect to the Dutch Holdco Common Shares received at the Closing for a period twelve months following the Closing; provided, however that:

  • (i) 12,000,000 of such Dutch Holdco Common Shares will be released from the lock-up 6 months following the Closing and
  • (ii) with respect to any transfer, assignment or sale of any Dutch Holdco Common Shares in excess of 12,000,000 that Engie Seller desires to effect during the period between six and twelve months following the Closing, Engie Seller may request a waiver from Dutch Holdco and Sponsor, and if an investment bank advises Dutch Holdco and Sponsor that such transfer would not materially and adversely affect the trading price of the Dutch Holdco Common Shares, Dutch Holdco and Sponsor will not unreasonably withhold consent to such waiver.
    • Engie Seller may also request a waiver from Dutch Holdco and Sponsor with respect to the lock-up during the six month period following the Closing, and Sponsor and Dutch Holdco may each grant or withhold consent in its sole discretion.
  • Without the prior written approval of at least a majority of Disinterested Directors, Engie Seller and TPG Pace are prohibited from transferring Dutch Holdco Common Shares to any single person that would own more than 10% of Dutch Holdco Common Shares unless such person agrees to be bound by the Shareholders’ Agreement and that the Dutch Holdco Common Shares received by Sponsor in connection with the Business Combination will continue to be subject to the lock-up imposed on Sponsor in connection with the Company’s initial public offering.

NOTABLE CONDITIONS TO CLOSING

  • Must have at least $250 million in available cash at closing

NOTABLE CONDITIONS TO TERMINATION

The Business Combination Agreement may be terminated at any time prior to the Closing:

  • (i) by mutual written consent of the Company and Engie Seller;
  • (ii) if the Closing of the Business Combination Agreement has not occurred prior to December 31st, 2021 (the “Outside Date”)

ADVISORS

  • Nomura Greentech acted as financial advisor to ENGIE
  • Linklaters LLP acted as the legal advisor to ENGIE
  • Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Barclays Capital Inc. and TPG Capital BD, LLC acted as capital markets advisors and PIPE placement agents to TPG Pace
  • Vinson & Elkins L.L.P. acted as the legal advisor to TPG Pace

TPG PACE BENEFICIAL FINANCE CORPORATION MANAGEMENT & BOARD

Executive Officers

Michael MacDougall, 49
President

Mr. MacDougall has 21 years of private equity investing experience across a broad range of sectors and since 2017 has played a leadership role in the TPG Pace Group, which manages TPG’s permanent capital and SPAC investing efforts. He recently served as the Managing Partner for Pace Energy, which was one of TPG Pace Group’s three successful SPACs. Since 2019, Mr. MacDougall has also advised TPG’s impact investing platform, The Rise Fund, on potential energy and energy efficiency investments. He joined TPG in 2002 and has served as a Partner of TPG for 16 years. Mr. MacDougall established TPG’s Industrial investing and Energy investing efforts, and he served on the firm’s Investment Committee. He has represented TPG on the board of directors of 13 companies, including the board of directors of five publicly traded companies. During his time at TPG, Mr. MacDougall has specialized in corporate carve-out transactions, having completed seven successful carve-out related investments, and in repositioning companies for initial public offerings or sales to publicly traded companies. As an active board member and equity investor, Mr. MacDougall has helped drive operational and strategic change and improved ESG practices in many of these companies. He has played a leadership role in four initial public offerings and the sale of six companies to publicly traded buyers. Prior to joining TPG, Mr. MacDougall was a vice president in the Principal Investment Area of the Merchant Banking Division of Goldman, Sachs & Co., where he focused on private equity and mezzanine investments. Prior to attending Harvard Business School, Mr. MacDougall was an assistant brand manager for The Procter & Gamble Co., where he focused on new product development, marketing and advertising for large scale consumer brands. He is a member of the Baylor College of Medicine Board of Trustees and The University of Texas Development Board. Mr. MacDougall received his BBA, with highest honors, from The University of Texas at Austin and received his MBA, with distinction, from Harvard Business School.

Martin Davidson, 44
Chief Financial Officer

Mr. Davidson is a Managing Director and Chief Accounting Officer of TPG. Mr. Davidson is responsible for all financial operations and reporting related to TPG Holdings, TPG’s parent company, and accounting and operations for TPG’s private equity and real estate funds, as well as TPG’s firm-wide accounting policies. Currently, Mr. Davison serves as the Chief Financial Officer of TPG Pace Tech Opportunities since July 2020. Previously, Mr. Davidson has served as the Chief Financial Officer of Pace-II from its inception in February 2017 until its business combination with Accel in November 2019. Mr. Davidson has also served as the Chief Financial Officer of Pace Energy from its inception in February 2017 until its business combination with Magnolia in July 2018. In addition, he has held the position of Chief Financial Officer and Financial Operations Principal of TPG’s broker/dealers and served on the board of multiple special purpose investment vehicles of TPG’s investment funds. Prior to joining TPG in 2005, Mr. Davidson was an audit manager at KPMG where he primarily served clients in the financial services industry including private equity funds and hedge funds. Mr. Davidson received a BBA in accounting from Texas Christian University and a Masters of Professional Accounting from The University of Texas at Austin. Mr. Davidson is a Certified Public Accountant.

Eduardo Tamraz, 36
Secretary

Mr. Tamraz is a senior executive on the investment team for TPG Pace Group, TPG’s dedicated initiative to provide permanent capital solutions for companies. Previously, he was a Vice President of TPG Capital in Europe from 2014 to early 2017. Currently, Mr. Tamraz serves as the Secretary and Executive Vice President of Corporate Development of TPG Pace Tech Opportunities since July 2020. Mr. Tamraz has served as Secretary and Executive Vice President of Corporate Development of Pace-II from its inception in February 2017 until its business combination with Accel in November 2019. Mr. Tamraz has also served as Secretary and Executive Vice President of Corporate Development of Pace Energy from its inception in February 2017 until its business combination with Magnolia in July 2018. Mr. Tamraz was responsible for leading the evaluation of several opportunities for TPG Pace Group with the ultimate execution of the Playa and Accel transaction. From 2008 until 2014, Mr. Tamraz was a senior member of the private equity team at Eton Park, a global alternative investment firm. He previously worked at BC Partners and Merrill Lynch. Mr. Tamraz received an MA in economics from the University of Cambridge. He is a Co-Chair of Lincoln Center YP Education and Co-Chair of Young Glimmerglass Opera.

 

Board of Directors

Karl Peterson, 49
Non-Executive Chairman and Director

Mr. Peterson is a Senior Partner of TPG and Managing Partner of TPG Pace Group, the firm’s effort to sponsor special purpose acquisition companies and other permanent capital solutions for companies. Mr. Peterson currently serves as the Non-Executive Chairman and Director of TPG Pace Tech Opportunities since July 2020. Mr. Peterson has served as a director, President and Chief Executive Officer of Pace-II from its inception in February 2017 through its business combination with Accel in November 2019, and is currently the Chairman and a member of the board of directors of Accel. Mr. Peterson has also served as a director, President and Chief Executive Officer of Pace-I from its inception in June 2015 through its business combination with Playa in March 2017, and is currently a member of the board of directors of Playa. From 2010 through 2016, Mr. Peterson was Managing Partner of TPG Europe LLP. Since rejoining TPG in 2004, Mr. Peterson has led investments for TPG in technology, media, financial services and travel sectors. Prior to 2004, he was a co-founder and the president and chief executive officer of Hotwire.com and served as the company’s President and Chief Executive Officer. He led the business from its inception through its sale to InterActiveCorp in 2003. Before Hotwire, Mr. Peterson was a principal at TPG in San Francisco, and from 1992 to 1995, he was a financial analyst at Goldman Sachs & Co. LLC. Mr. Peterson is currently a member of the board of directors of Sabre Corporation. Mr. Peterson is a graduate of the University of Notre Dame, where he earned a Bachelor’s of Business Administration Degree with High Honors.

David Bonderman, 77
Director 

Mr. Bonderman is a Founding Partner of TPG, a global alternative asset firm, established in 1992. Mr. Bonderman currently serves or has served on the board of directors of the following public companies among others: Allogene Therapeutics, Inc. from May 2018 to present, RyanAir Holdings, plc, of which he was Chairman from August 1996 until May 2020, China International Capital Corporation Limited from November 2010 to February 2020, Pace-II from April 2017 to November 2019, Pace Energy from April 2017 to July 2018, Energy Future Holdings Corp. from October 2007 to March 2018, Cushman & Wakefield from August 2015 to February 2018, Kite Pharma, Inc. from February 2011 to October 2017, Caesars Entertainment Corporation from January 2008 to October 2017, Pace-I, of which he was Chairman from September 2015 to March 2017 and CoStar Group, Inc. from May 1995 to June 2015. Mr. Bonderman also serves or has served on a number of boards of private companies including Univision Communications, Inc., XOJET, Inc., and Evolution Media Growth Partners. Prior to forming TPG, Mr. Bonderman was Chief Operating Officer of the Robert M. Bass Group, Inc. (“RMBG”), now doing business as Keystone Group, L.P., in Fort Worth, Texas. Mr. Bonderman also serves on the board of directors of TPG Pace Tech Opportunities since August 2020. Prior to joining RMBG in 1983, Mr. Bonderman was a partner in the law firm of Arnold & Porter in Washington D.C., where he specialized in corporate, securities, bankruptcy and antitrust litigation. From 1969 to 1970, Mr. Bonderman was a Fellow in Foreign and Comparative Law in conjunction with Harvard University, and from 1968 to 1969, he was a Special Assistant to the U.S. Attorney General in the Civil Rights division. From 1967 to 1968, Mr. Bonderman was an Assistant Professor at Tulane University School of Law in New Orleans, Louisiana. Mr. Bonderman holds a bachelor’s degree from the University of Washington and a J.D. from Harvard Law School. Mr. Bonderman graduated magna cum laude from Harvard Law School, where he was a member of the Harvard Law Review and a Sheldon Fellow.

Maryanne Hancock, 46
Director 

Ms. Hancock is the founding Chief Executive Officer of Y Analytics, which she has built into the leading standard of practice for evidence-based impact assessment and decision tools. She leads impact assessment with The Rise Fund, one of the world’s leading Impact Investing funds with more than $4 billion in AUM, as well as TPG’s broader ESG performance management program. Ms. Hancock has served numerous impact and ESG-related advisory roles (e.g., IFC’s Principles for Impact Management original development board, OPIC’s Supercommittee on Impact Measurement, Harvard’s Impact Weighted Accounts Initiative Advisory Board, etc.) as well as multiple speaking engagements on these topics for the World Bank/IFC, GIIN, EMPEA, Atlantic’s Power of Purpose and Ideas Festival, and others. She is also a Senior Partner Emerita of McKinsey and Company, having spent approximately 20 years serving clients across a range of industries and holding numerous leadership roles including in the social sector practice and as a co-chair of McKinsey’s global partner election committee. She holds a JD from Harvard Law School, magna cum laude.

Chad Leat, 64
Director 

Mr. Leat is a retired Vice Chairman of Global Banking at Citigroup Inc., and has nearly thirty years of markets and banking experience on Wall Street. He is a leader and innovator in corporate credit and M&A finance. Mr. Leat joined Salomon Brothers in 1997 as a partner in HigMr. Leat began his career on Wall Street at The Chase Manhattan Corporation in their Capital Markets Group in 1985 where he ultimately became the head of their highly successful Syndications, Structured Sales and Loan Trading businesses. This group was on the cutting edge of the fast-developing loan market and Mr. Leath Yield Capital Markets and then joined Citigroup in 1998 from where he retired in 2013 as Vice Chairman of Global Investment Banking. Over the years, he served on the firm’s Investment Banking Management Committee, the Fixed Income Management Committee and the Capital Markets Origination Committee. From 1998 until 2005, he served as the Global Head of Loans and Leveraged Finance. He grew this business from a small second-tier position to one of the largest loan and high-yield businesses on Wall Street. During the financial crisis, Mr. Leat helped Citigroup work through many challenging risk, regulatory and client issues. was one of a handful of market professionals associated with the development and creation of this now vibrant capital market. Previously, Mr. Leat has served as a member of the board of directors of Pace-II from June 2017 until its business combination with Accel in November 2019. Mr. Leat has also served as a member of the board of directors of Pace Energy from March 2017 until its business combination with Magnolia in July 2018, and as a member of the board of directors of Pace-I from September 2015 until its business combination with Playa in March 2017. Mr. Leat is also expected to serve as a member of the board of directors of TPG Pace Tech Opportunities, upon completion of its offering. Mr. Leat serves on the board of directors of Norwegian Cruise Line Holdings Ltd. Mr. Leat is the Chairman of the board of directors of MidCap Financial, PLC, a middle-market direct commercial lending business, and of J. Crew Group, Inc. He has previously served as Chairman of the board of directors of HealthEngine LLC, a healthcare technology company, a member of the board of directors of Global Indemnity, PLC, a Cayman-based provider of property and casualty insurance and BAWAG P.S.K., one of the largest banks in Austria. Mr. Leat is dedicated to many civic and philanthropic organizations. Mr. Leat is a member of the Economic Club of New York and has served on the boards of several charitable organizations. Currently, Mr. Leat is a member of the Board of Directors of The Hampton Classic Horse Show and is a Trustee of the Parrish Museum of Art. Mr. Leat is a graduate of the University of Kansas, where he received his Bachelors of Science degree.

Nancy Mahon, 56 [Resigned 5/27/22]
Director

Ms. Mahon currently serves as Senior Vice President for Global Corporate Citizenship and Sustainability at the Estée Lauder Companies (“Estée Lauder”) where she oversees all aspects of strategy, execution, business integration, internal and external communications, ESG reporting and metrics, risk reduction and legal compliance of social and environmental impact for enterprise and individual brands. Ms. Mahon has been a leader at the Estée Lauder since 2006. Prior to Estée Lauder, Ms. Mahon served as Executive Director of God’s Love We Deliver (“GLWD”), a leading non-profit where she expanded the mission and doubled the numbers of clients to serve the food and nutrition needs of all people with chronic and terminal illnesses. Before GLWD, Nancy was the Senior Program Executive for criminal justice reform with Open Society Institute, and a federal appellate and district court law clerk. Ms. Mahon is a Trustee of NYU School of Law Foundation, a member of the board of directors of the Parsons School of Design, and Broadway Cares/Equity Fights AIDS. She served as Private Delegate to the UN and Commission on Women. Ms. Mahon was appointed by President Barack Obama to chair the Presidential Council on HIV/AIDS, which she led for 5 years, reporting directly to the then Secretary of Health and Human Services. Ms. Mahon graduated from Yale University with a Bachelor’s degree, magna cum laude with a distinction in History, and holds a J.D. from the NYU School of Law, where she was a Root-Tilden Scholar.

Kathleen Philips, 53
Director

Ms. Philips has served as a member of the board of directors of Pace-II from June 2017 through its business combination with Accel in November 2018, and is currently a member of the board of directors of Accel. Ms. Philips has served as an advisor at Zillow Group, Inc., since January 2019. During her tenure with Zillow Group, Ms. Philips has held many leadership positions, including chief legal officer from September 2014 until December 2018, chief financial officer and treasurer from August 2015 until May 2018, chief operating officer from August 2013 to August 2015 and general counsel from July 2010 to September 2014. Prior to joining Zillow Group, Ms. Philips served as general counsel at FanSnap, Inc., a search engine for live event tickets, from June 2008 to June 2010, as general counsel at Pure Digital Technologies, Inc., the producer of Flip Video camcorders, from September 2007 to June 2008, and as general counsel at StubHub, Inc., an online live event ticket marketplace, from May 2005 to April 2006. Ms. Philips served as general counsel at Hotwire, Inc. from 2001 to 2004 and as its corporate counsel from 2000 to 2001. Ms. Philips was an attorney in private practice at Cooley Godward LLP from 1998 to 2000 and at Stoel Rives LLP from 1997 to 1998. Ms. Philips is also expected to serve as a member of the board of directors of TPG Pace Tech Opportunities, upon completion of its offering. Ms. Philips holds a B.A. in Political Science from the University of California, Berkeley, and a J.D. from The University of Chicago.

Kneeland Youngblood, 64
Director

Mr. Youngblood has served as a founding partner of Pharos Capital Group, LLC since 1998, a private equity firm that focuses on providing growth and expansion capital/buyouts in the health care service sector. Mr. Youngblood is a director of Mallinckrodt Pharmaceuticals, a director of Scientific Games Corporation and Chairman of the Finance Committee of the President’s Advisory Board of the UT Southwestern Medical Center. Previously, Mr. Youngblood served as a member of the board of directors of Pace-I from September 2015 through its business combination with Playa in March 2017. Mr. Youngblood has also served as a member of the board of directors of Pace-II from June 2017 through its business combination with Accel. Mr. Youngblood is also a former director of Burger King Corporation, Starwood Hotels and Lodging, Gap Inc. and Energy Future Holdings (formerly TXXU). He also serves on several private company and not-for-profit boards. Mr. Youngblood is also expected to serve as a member of the board of directors of TPG Pace Tech Opportunities, upon completion of its offering. Mr. Youngblood graduated from Princeton University in 1978 with an A.B in Politics/Science in Human Affairs and earned an M.D. degree from the University of Texas, Southwestern Medical School. He is a member of the Council on Foreign Relations.

ByRoman Developer