EV Charging Network Volta Industries to Merge with SPAC Tortoise Acquisition Corp. II (SNPR)

February 8, 2021 6:46 AM EST

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Volta Industries, Inc., an industry leader in commerce-centric electric vehicle (“EV”) charging networks, and Tortoise Acquisition Corp. II (NYSE: SNPR), a publicly traded special purpose acquisition company with a strategic focus on energy sustainability and decarbonizing transportation, today announced they intend to merge. 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.”

The pro forma equity value of the combined company is expected to exceed $2 billion at the $10.00 per share PIPE price and assuming minimal redemptions by Tortoise Acquisition Corp. II public shareholders. The funds will be used to further accelerate Volta’s efforts to continue to grow and unlock the value of its contract portfolio, as well as increasing its investment in product, engineering and network charging infrastructure.

Anticipated net proceeds of approximately $600 million will be used to accelerate Volta’s buildout of its charging network already in the pipeline. This includes an upsized $300 million fully committed private placement of common stock in the combined company. The PIPE is anchored by institutional investors including funds and accounts managed by BlackRock, Fidelity Management & Research Company, LLC and Neuberger Berman Funds.

The pro forma enterprise value of the combined company is expected to be approximately $1.4 billion at the $10.00 per share PIPE price.

Unique to the EV market, 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, Volta’s approach has gained significant acceptance and penetration in the market.

“Volta’s unique business model is poised to capture the vast consumer spending shifts that will accompany our society’s shift from carbon to electric,” said Scott Mercer, Founder and CEO of Volta. “With the shift to electric mobility, consumers will expect to fuel where they go. Volta will anchor the infrastructure change, transforming fueling locations away from standalone gas stations to high traffic locations in the community where consumers live, work, and play.”

“We have looked for an opportunity where our capital could be the catalyst to unlock the full potential of a high-growth business with a market-leading position, and have drawn upon our expertise in the EV-space,” said Vince Cubbage, CEO and chairman of Tortoise Acquisition Corp. II. “Volta is a clear leader in EV infrastructure with exceptional unit economics and a truly differentiated business model. The visionary management team led by founder and CEO Scott Mercer, and co-founder and President Chris Wendel only reinforced our belief that Volta will be a leader. We are thrilled that they chose us as partners to help them realize and accelerate the company’s enormous potential. We are looking forward to supporting them as they continue to deploy their differentiated public charging network and do their part to contribute to a brighter and cleaner energy future.”

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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).

Transaction Overview

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.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor, and 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.



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