Announcement • Dec 31
EV-Box B.V. cancelled the acquisition of TPG Pace Beneficial Finance Corp. (NYSE:TPGY) in a reverse merger transaction.
EV-Box B.V. entered into a definitive agreement to acquire TPG Pace Beneficial Finance Corp. (NYSE:TPGY) for approximately $890 million in a reverse merger transaction on December 10, 2020. TPG Pace Beneficial Finance Corp. will be acquired for a combination of cash and equity. TPG Pace will pay $786.5 million consisting of ( i ) cash in an amount equal to 50% of the amount of available cash in excess of $260.0 million plus the transaction expenses borne by the Company, (ii) cash in an amount equal to 60% of the amount of available cash in excess of $560.0 million plus the transaction expenses borne by the Company, (iii) cash in an amount equal to 50% of the cash incentive compensation awards granted to certain employees of EVBox Group that will become payable as of the c losing and (iv) Dutch Holdco Common Shares, valued at $10.00 per share, in respect of the remaining portion of the Purchase Price; provided, that in no event will the cash consideration described in clauses ( i ) to (iii) exceed $180.0 million. ENGIE New Business S.A.S. may be eligible to receive earnout shares up to 6,050,000 TPG Pace shares based on 2021 revenue thresholds of EVBox Group, vesting linearly at certain intermediate revenues thresholds between €125.0 million ($151.3 million) and €145.0 million ($175.5 million), and (ii) up to 3,630,000 Dutch Holdco Common Shares if any of the following conditions is met: (a) certain 2022 revenue thresholds of EVBox Group, vesting linearly based on such threshold intermediate revenues thresholds €230.0 million ($278.4 million) and €245.0 million ($296.6 million).
The business combination values EVBox at an implied $969 million enterprise value. 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. Following the transaction, 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, TPGY secured an additional $100 million from TPG Pace’s forward purchase agreements and $350 million of cash held in TPG Pace’s trust account,. ENGIE will retain 44% ownership stake in TPG Pace Beneficial Finance Corp. and expects to continue as a key partner of TPG Pace Beneficial Finance Corp. following the transaction. ENGIE ownership will increase to 46%, if it receives full 2021 earn-out shares and 47%, if it receives full 2021 and 2022 earnout shares. EVBox Group will become a Public Company via business combination. The combined company will be renamed EVBox Group. Its common shares and warrants are expected to be listed on the New York Stock Exchange under the ticker symbols “EVB” and “EVB WS” Upon closing, EVBox will have a nine-person board and a majority of independent Directors. Following the proposed business combination, it is anticipated that certain members of management of EVBox Group will remain in place.
The transaction is subject to approval by the TPG Pace shareholders, all required filings under the HSR Act shall have been completed and any applicable waiting period applicable to the consummation of the transactions under the HSR Act shall have expired or been terminated, listing of new shares on NYSE, the amount of available cash shall not be less than $250 million, TPG Pace Beneficial Finance Corp. shall have at least $5,000,001 of net tangible assets after giving effect to the private placements and following the exercise of Redemption Rights, the Registration Statement shall have been declared effective under the Securities Act, any information, consultation or approval required under the Dutch Works Councils Act to consummate the transactions shall have been obtained, EV-Box B.V. shall have delivered to TPG Pace true and complete copies of any audited financial statements, as of the closing, the EV-Box Group members shall have cash on hand in an amount equal to at least $2 million and shall not have any Borrowed Money Indebtedness outstanding and other customary closing conditions. Both ENGIE and TPG Pace have all other required approvals for the proposed transaction. As of May 17, 2021, as a result of the delay in the 2020 EVBox Group Financials, the Company currently expects that certain material conditions to closing, including among others, the effectiveness of the Registration Statement and the approval of the Business Combination by the Company’s stockholders, will not be met as of June 8, 2021. As of May 31, 2021, second amendment to business combination agreement has extended the Outside Date from June 8, 2021 to August 6, 2021. As of August 6, 2021, third amendment to business combination agreement has extended the Outside Date from August 6, 2021 to December 31, 2021 and replaced the closing condition that TPGY have at least $250 million in Available Cash with a new closing condition that TPGY have at least an amount of Available Cash to be mutually agreed by SPAC and ENGIE New Business S.A.S. The TPG Pace Board has approved the transaction by resolutions duly adopted by unanimous vote. The transaction is expected to close late Q1 2021. As of March 26, 2021, the transaction is expected to close late second quarter 2021. As of May 17, 2021, TPG Pace Beneficial Finance Corp. no longer expects to be in a position to close the business combination by June 2021.
Nomura Greentech acted as financial 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. Jeffrey Cohen, Peter Cohen- Millstein, Isabel Rooms, Henk Vanhulle, Stuart Bedford, Brenda DiLuigi, Gijs Smit, Joost Rompen and Max Levine of Linklaters LLP (USA) and Vinson Coibion of Linklaters LLP (Belgium) acted as the legal advisors to ENGIE. Keith Fullenweider, Sarah Morgan, John Lynch, Lina Dimachkieh, Paul Dunbar, David D'Alessandro, Damara Chambers, Fry Wernick, Devika Kornbacher, Martin Luff, Sarah Mitchell and Randy Jurgensmeyer of Vinson & Elkins L.L.P. acted as the legal advisor to TPG Pace.
EV-Box B.V. cancelled the acquisition of TPG Pace Beneficial Finance Corp. (NYSE:TPGY) in a reverse merger transaction on December 29, 2021.
