PROPOSED BUSINESS COMBINATION: Hyliion, Inc.
ESTIMATED CURRENT FUNDS in TRUST: $236.6 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.15*
IMPLIED ENTERPRISE VALUE: $1.1 billion
*SPACInsider estimate a/o 9-26-20
Tortoise Acquisition Corp. (SHLL), proposes to combine with Hyliion Inc., a leader in electrified powertrain solutions for Class 8 commercial vehicles. Tortoise and Hyliion will combine as Hyliion Holdings Corp. with an anticipated initial enterprise value of approximately $1.1 billion, 3.2x Hyliion’s estimated 2022 revenue of $344 million, or 1.8x estimated 2024 EBITDA of 602 million.
Hyliion Investment Highlights
- Largest addressable market, with sovereign and social momentum for industry to reduce carbon footprint
- Hyliion will drive decarbonization transformation through lowest upfront vehicle cost and increased efficiency for truckers
- Pro forma market cap $1.6 billion
- No debt; acquisition fully funds current business plan
- Includes upsized $325 million PIPE (from Agility) plus $235 million cash in trust (assumes no redemptions)
- Proceeds will be used to fully fund the commercialization and mass production of the company’s electrified powertrain solutions
- Hbyrid Electric solution already has over 2 million miles driven in select large-scale fleets
- Flagship Hypertruck ERX product expected to come to market first half of 2021 (already 1,000 trucks on pre-order)
- The compatibility of Hyliion’s products with conventional vehicle architectures and chassis (fuel cell agnostic) accelerates near term adoption of electrification solutions in the commercial vehicle market
- Outsourced manufacturing allows for asset-light business with higher run-rate margins
- No selling shareholders; all of Hyliion’s capital will remain in the business
- Founder and CEO Thomas Healy will be joined by Tortoise Acquisition Corp.’s Vince Cubbage and Stephen Pang in a newly formed board of directors
Hyliion will continue to be led by Thomas Healy. He is joined by Hyliion’s executive team: Patrick Sexton, CTO, Greg Van de Vere, CFO, and Michael Camp, COO. The company’s board will include existing members from Hyliion and Tortoise Acquisition Corp., including Cubbage, Stephen Pang, managing director and portfolio manager at Tortoise Capital Advisors, Ed Olkkola, managing director at Teakwood Capital, Howard Jenkins, former chairman and CEO of Publix Super Markets, and others to be added at a later date.
Key Transaction Terms and Conditions
In connection with the transaction, the Company’s current shareholders are retaining 100% of their equity, which will convert into 62% of the outstanding shares of the combined company at closing, assuming no redemptions by Tortoise public stockholders. After giving effect to any redemptions by the public stockholders of Tortoise, the balance of the approximately $235 million in cash held in Tortoise’s trust account will be used to pay cash consideration to the Company’s shareholders and transaction expenses, with the remainder staying on the balance sheet to fund the combined company’s growth.
The transaction is expected to close around the end of the third quarter of 2020.
- 30,750,000 shares of TortoiseCorp Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $307,500,000 (with a number of unnamed investors)
NOTABLE CONDITIONS TO CLOSING
- Cash on hand equal to or in excess of $235,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Proposed Transactions and the transactions contemplated by the Subscription Agreements and the Forward Purchase Agreement)
NOTABLE CONDITIONS TO TERMINATION
- By mutual written consent, the Effective Time will not have occurred prior to the date that is 180 days after the date of the Business Combination Agreement (the “Outside Date”)
AMENDMENT to FORWARD PURCHASE AGREEMENT
- Originally, Atlas Point agreed to purchase $17,500,000 (the “Purchase Price”) of forward purchase units, consisting of one share of TortoiseCorp Class A Common Stock and one-half of one warrant, at $10.00 per unit at the Closing (the “Forward Purchase Securities”).
- Amended: At the Closing
- (i) if Atlas Point does not fund the Purchase Price, Atlas Point will transfer back to the Sponsor 900,000 shares of TortoiseCorp’s Class B Common Stock, par value $0.0001 per share (the “Founder Shares”), such that Atlas Point shall retain 365,625 Founder Shares and
- (ii) if Atlas Point does fund the Purchase Price, Atlas Point shall transfer back to the Sponsor 894,375 Founder Shares.
- Marathon Capital acted as financial advisor to Hyliion.
- Cooley LLP and Wick Phillips LLP served as legal counsel to Hyliion.
- Barclays Capital served as exclusive M&A advisor to Tortoise Acquisition Corp.
- Vinson & Elkins L.L.P. is serving as legal advisor to Tortoise Acquisition Corp.
- Barclays Capital Inc. and Goldman Sachs & Co. LLC served as joint-placement agents on the PIPE offering.
TORTOISE ACQUISITION CORP. MANAGEMENT & BOARD
Vincent T. Cubbage, 54
CEO, President & Chairman of the Board
Mr. Cubbage has served as our Chief Executive Officer, President and Director since November 2018 and will serve as Chairman of the Board of Directors following the completion of this offering. He has served as Managing Director – Private Energy of Tortoise Capital Advisors, L.L.C. since January 2019. Mr. Cubbage has served as the Chief Executive Officer and a member of the Board of Managers of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP, since it was formed in 2006. He served as Chief Executive Officer, Director and Chairman of the Board of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX), formerly a publicly-traded partnership engaged in the midstream business, from October 2013 to the date of its sale in December 2017. From 2007 to 2011, Mr. Cubbage also served on the board of managers of the general partner of International Resources Partners, LP, a private partnership founded by Lightfoot Capital that was engaged in the mining of natural resources. Prior to founding Lightfoot Capital, Mr. Cubbage was a Senior Managing Director and Head of the Midstream sector in the Investment Banking Division of Banc of America Securities from 1998 to 2006. Before joining Banc of America Securities, Mr.Cubbage was a Vice President at Salomon Smith Barney in the Global Energy and Power Group where he worked from 1994 to 1998. Mr. Cubbage received an M.B.A. from the American Graduate School of International Management and a B.A. from Eastern Washington University.
Connie Savage, 50 (RESIGNED)
Chief Financial Officer and Chief Accounting Officer
Ms. Savage has served as our Chief Financial Officer and Chief Accounting Officer since November 7, 2018. Ms. Savage serves as the Senior Managing Director and Chief Operating Officer of Tortoise. Prior to joining Tortoise in 2002, Ms. Savage served as controller of Kansas City Equity Partners, a founding sponsor of Tortoise. Ms. Savage received a B.A. in Accounting from Rockhurst University and is a certified public accountant.
Steven C. Schnitzer, 55
Vice President, General Counsel and Secretary
Mr. Schnitzer will serve as our Vice President, General Counsel and Secretary following the completion of this offering and has served as Director and Private Energy – General Counsel of Tortoise Capital Advisors, L.L.C. since January 2019. Mr.Schnitzer has served as Senior Vice President, General Counsel and Secretary of Lightfoot Capital Partners GP LLC, the general partner of Lightfoot Capital Partners, LP, since February 2014, and served as Senior Vice President, General Counsel and Secretary of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP, formerly a publicly-traded partnership (NYSE: ARCX), from February 2014 until its sale in December 2017. Prior to joining Lightfoot Capital Partners GP LLC, Mr. Schnitzer practiced law with the firm of Katten Muchin Rosenman LLP, where he served as the Chair of the Corporate Group of the firm’s Washington, DC office from 2001 to January 2014 and specialized in corporate law, including mergers and acquisitions, corporate finance and securities matters. Prior to joining Katten Muchin Rosenman LLP, Mr.Schnitzer was an Associate from 1994 and a Partner from 1997 to 2000 in the Corporate Group of Crowell & Moring LLP in Washington, DC. Prior to joining Crowell & Moring LLP, Mr. Schnitzer was an Associate from 1988 to 1994 in the Corporate Finance Department of Debevoise & Plimpton LLP in New York City. Mr. Schnitzer received a Bachelor of Arts from the University of Maryland and a Juris Doctor degree from Touro College Jacob D. Fuchsberg Law Center, where he graduated cum laude and served as Editor-in-Chief of the law review.
Darrell Brock, Jr., 53
Vice President, Business Development
Mr. Brock will serve as our Vice President of Business Development following the completion of this offering and has served as Director – Private Energy of Tortoise Capital Advisors, L.L.C. since January 2019. Mr. Brock served as a Vice President of Lightfoot Capital Partners GP LLC and as Vice President of Business Development of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX), formerly a publicly traded partnership engaged in the midstream business, from July 2014 until the sale of Arc Logistics Partners LP in December 2017. From 2010 to June 2014, Mr. Brock served as a consultant to Arc Logistics GP LLC and Lightfoot Capital Partners GP LLC. Prior to joining Arc Logistics GP LLC, Mr. Brock was a Managing Partner at The Cumberland Group from 2009 to 2014. From 2007 to 2009, Mr. Brock was President and Chief Executive Officer of the midstream company DTX Oil, LLC. Mr. Brock served as Commissioner of the Kentucky Governor’s Office of Development from 2003 to 2005, where he oversaw state infrastructure and development, and also served as Senior Policy Advisor to the Governor. Mr. Brock received a B.B.A. in Accounting and an M.B.A. from Eastern Kentucky University.
Board of Directors
Stephen Pang, 37 (REPLACED Connie Savage, as CFO, on 1/24/20)
CFO & Director
Mr. Pang will serve as a director following the completion of this offering. Mr. Pang is a Managing Director and Portfolio Manager at Tortoise, and is responsible for Tortoise’s public and private direct investments across its energy strategies. Prior to joining Tortoise in 2014, Mr. Pang was a director in Credit Suisse Securities (USA) LLC’s Equity Capital Markets Group. Before joining Credit Suisse Securities (USA) LLC in 2012, he spent eight years in Citigroup Global Markets Inc.’s Investment Banking Division, where he focused on equity underwriting and corporate finance in the energy sector. Mr.Pang received a B.S. in Business Administration from the University of Richmond and is a CFA charterholder.
Andrew J. Orekar, 41
Mr. Orekar will serve as a director following the completion of this offering. Mr. Orekar is the Chief Executive Officer of GasLog Partners LP. He has held the position of Chief Executive Officer since the partnership’s initial public offering in 2014 and was appointed a Director in 2016. Prior to joining GasLog Partners LP, Mr. Orekar served as Managing Director at Goldman Sachs & Co. LLC, where he advised global natural resources and energy companies on mergers and acquisitions, corporate finance and capital markets transactions. Mr. Orekar joined Goldman Sachs & Co. LLC in 1998 and held positions of increasing responsibility within the Investment Banking Division during his 15-year career, and was appointed Managing Director in 2009. Mr. Orekar received a B.S. in Finance and a B.A. in English from the University of Pennsylvania.
Frank M. Semple, 67
Mr. Semple will serve as a director following the completion of this offering. Mr. Semple is the retired Chairman, President and Chief Executive Officer of MarkWest Energy Partners, L.P. Mr. Semple joined MarkWest Energy Partners, L.P. in 2003 as President and Chief Executive Officer and was elected Chairman of the Board in 2008. Prior to joining MarkWest Energy Partners, L.P., Mr. Semple completed a 22-year career with The Williams Companies, Inc. and WilTel Communications Group Inc.. He served as the Chief Operating Officer of WilTel Communications Group Inc., Senior Vice President and General Manager of Williams Natural Gas Company, Vice President, Operations and Engineering for Northwest Pipeline Company and division manager for Williams Pipeline Company. Prior to his time at The Williams Companies, Inc. and WilTel Communications Group Inc., Mr. Semple served in the U.S. Navy aboard several nuclear powered submarines. Mr. Semple also serves on the Board of Directors of the general partner of MPLX LP and the Board of Directors of the general partner of Andeavor Logistics LP. Mr.Semple is also invited to attend meetings of the board of directors of Marathon Petroleum Corporation in his capacity as a board observer on behalf of MPLX LP and Andeavor Logistics LP. Mr. Semple earned a B.S. in Mechanical Engineering from the United States Naval Academy and completed the Program for Management Development at Harvard Business School.
Sidney L. Tassin, 62
Mr. Tassin will serve as a director following the completion of this offering. Mr. Tassin is the founder and President of Carta Energy LLC, a firm that originates private equity investments in the energy field. Prior to founding Carta Energy LLC in 2006, Mr. Tassin was President and a founding partner of Energy Spectrum Capital LP, a private equity fund in the energy industry, from its inception in 1996 until 2006. Prior to founding Energy Spectrum Capital LP, Mr. Tassin held executive financial positions with MESA Inc. and predecessor companies from 1980 to 1994, including serving as chief financial officer from 1989 to 1994. Prior to joining MESA Inc., Mr. Tassin was a CPA with Arthur Andersen & Co. in Houston where he worked in the Audit Division, specializing in energy companies from 1977 to 1980. Mr. Tassin served as a Director of Arc Logistics GP LLC, the general partner of Arc Logistics Partners LP (NYSE: ARCX), formerly a publicly traded partnership engaged in the midstream business, from November 2013 to the date of its sale in December 2017, serving as lead director, chair of the audit committee and chair of the conflicts committee. Mr. Tassin also served as a Director of Clipper Windpower Plc from 2002 to 2011 and was a member of the audit committee. In addition, Mr. Tassin served as a Director of Bayard Drilling Technologies, Inc. from 1998 to 2000 and was a member of the audit committee. Mr. Tassin received a B.A. in Accounting from Northeast Louisiana University.