Decarbonization Plus Acquisition Corp. II (NASDAQ:DCRN) announced that its shareholders have approved its combination with EV direct current charger manufacturer Tritium in a special meeting held earlier today.
Approximately 96.6% of the votes cast and 58% of the outstanding shares of common stock of DCRN voted in favor of the business combination proposal. However, stockholders holding 34,931,806 shares of DCRN exercised their right to redeem such shares for a pro rata portion of the funds in the trust. As a result, approximately $349.3 million, or 86.787%, will be removed from the trust to pay the holders.
Earlier today, Tritium waived the $200 minimum cash condition required at closing. The parties are expected to have a cash balance of approximately $120 million, after taking into account approximately $8 million cash held by Tritium, the receipt of the funds remaining in the trust after making payments due to redemptions; payment of approximately $8 million of the parties’ fees and expenses; receipt of $15 million of proceeds from the previously announced PIPE investment; receipt of $45 million of proceeds from the post-closing financing; and refinancing of certain of Tritium’s existing indebtedness with the proceeds from the $90 million debt facility with HealthSpring Life & Health Insurance Company, Inc, Cigna Health and Life Insurance Company and Barings Target Yield Infrastructure Debt Holdco 1 S.À R.L.
DCRN also disclosed that the combined company is expected to have outstanding approximately $35 million of deferred payments triggered by the combination, which includes payment of certain share-based compensation and related taxes under Tritium’s incentive plans and repayment of a shareholder loan; $48 million of deferred fees and expenses, and approximately $90 million of long-term indebtedness, consisting of the new debt facility.
Decarbonization Plus II expects to close the transaction tomorrow, January 13. The ordinary shares and warrants of the combined company are expected to commence trading on the NASDAQ under the symbols “DCFC” and “DCFCW,” respectively, on Friday, January 14.
After closing the deal, Decarbonization Plus II and Tritium expect to pursue additional financing in order to fund its capital needs. It also expects to receive backstop commitments from certain existing shareholders of Tritium and certain affiliates of DCRN’s sponsor to purchase an aggregate of up to $45 million of ordinary shares at a purchase price of $6.00 per share within a specified period of time after closing.
The parties initially announced their $1.4 billion deal on May 26. The Brisbane-based company manufactures proprietary hardware and software to create advanced direct current fast chargers for electric vehicles that operate in extreme climates.
- Latham & Watkins LLP (US), Corrs Chambers Westgarth (Australia), and the Australian Partnership of Ernst & Young are advising Tritium
- DCRN is advised by Vinson & Elkins L.L.P. (US) and Clifford Chance LLP (Australia).
- Credit Suisse served as the exclusive financial advisor to a shareholder consortium that owns a substantial majority and control stake in Tritium
- JPMorgan and Citigroup served as financial advisors to DCRN