PIMCO Climate Change SPAC Takes EVgo Charging Network Public
Posted on 01/23/2021
Just a few years ago, electric vehicles were considered niche. In 2019, fast charging represented just 5% of charging demand. EVgo was the first third-party charging company to have native Tesla fast-charging, allowing Tesla drivers to charge at EVgo without an adapter.
LS Power is a development, investment and operating company focused on the North American power and energy infrastructure sector. Since its inception in 1990, LS Power has developed, constructed, managed or acquired more than 45,000 MW of power generation, including utility-scale solar, wind, hydro, natural gas-fired and battery energy storage projects, and has developed more than 660 miles of high voltage electric transmission. Additionally, LS Power actively invests in businesses focused on renewable energy and renewable fuels, as well as distributed energy resource platforms, such as CPower Energy Management and EVgo.
Founded in 2010, EVgo Services LLC is the nation’s largest public fast charging network for electric vehicles and the first to be powered by 100% renewable electricity. With more than 800 fast charging locations in 67 major metropolitan markets across 34 states, EVgo owns and operates the most public fast charging locations in the U.S. and serves more than 220,000 customers.
EVgo is an LS Power Company. EVgo has entered into a definitive business combination agreement with Climate Change Crisis Real Impact I Acquisition Corporation (“CRIS”); upon closing, the combined entity is expected to be listed under the new ticker symbol “EVGO”. Anticipated net proceeds of approximately $575 million will be used to fully fund and accelerate EVgo’s growth strategy and network buildout. This includes a US$ 400 million fully committed private placement of common stock in EVgo. The PIPE is anchored by institutional investors including private funds affiliated with Pacific Investment Management Company LLC (PIMCO), funds and accounts managed by BlackRock, Wellington Management, Neuberger Berman Funds, and Van Eck Associates Corporation. Pro forma implied equity value of the combined company of $2.6 billion. The transaction is expected to close in the second quarter of 2021, subject to customary closing conditions. EVgo meets CRIS’s stringent investment criteria, which focus on investments in disruptive energy infrastructure opportunities that are strongly aligned with environmental, social and governance principles.
Upon closing of the transaction, the combined company will be named EVgo Inc. Net cash proceeds are estimated to be approximately $575 million, comprised of $400 million from the PIPE and approximately $230 million of cash held in trust by CRIS before any adjustments due to redemptions by CRIS shareholders and payment of deferred underwriting compensation, less transaction expenses.
CRIS is a special-purpose acquisition company (SPAC) formed to identify and acquire a scalable company making significant contributions to the fight against the climate crisis. CRIS is co-sponsored by private funds affiliated with PIMCO, which has more than US$ 640 billion in sustainability investments across its portfolios.
Commercial relationships with large automotive OEMs (including General Motors, Nissan and Tesla), rideshare operators (including Lyft and Uber), and major property owners for its host sites (including Albertsons, Wawa, and Kroger), underscore EVgo’s market-leading position in the rapidly growing fast charging market. According to a presentation filed with the SEC, EVgo had US$ 18 million in revenue in 2019 and estimated 2020 revenue of US$ 14 million that was impacted by COVID. In 2019, EVgo had adjusted EBITDA loss of US$ 15 million will GWh sold for 2019 was 25 versus an estimate of 15 for 2020.
Credit Suisse is serving as lead financial advisor and capital markets advisor to EVgo and also acted as joint lead placement agent on the PIPE. Evercore is also serving as financial advisor and capital markets advisor to EVgo and placement agent on the PIPE. Vinson & Elkins L.L.P. is serving as legal advisor to EVgo.
BofA Securities is serving as exclusive financial advisor to CRIS, and also acted as joint lead placement agent on the PIPE. Mayer Brown LLP is serving as legal advisor to CRIS.
Latham & Watkins L.L.P. is serving as counsel to the placement agents on the PIPE.