This facility is expected to bolster Tritium’s liquidity upon
closing and will provide additional working capital.
Tritium Holdings Pty Ltd (“Tritium”), a global developer and
manufacturer of direct current (“DC”) fast charging technology for
electric vehicles (“EVs”), today announced entry into a US$90
million debt facility with Cigna Investments, Inc. (“Cigna”), the
investment arm of Cigna Corporation, a U.S.-based global health
services company, and Barings LLC (“Barings”), a leading global
financial services firm and subsidiary of MassMutual, a U.S.-based
mutual insurance company. All figures are in USD unless otherwise
noted.
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the full release here:
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This facility is expected to bolster
Tritium’s liquidity upon closing and will provide additional
working capital. (Photo: Business Wire)
Tritium plans to use the proceeds from the facility to refinance
two prior financings led by Cigna and other company debt. The new
facility will extend the availability of funds past the close of
the proposed business combination (the “Business Combination”) with
Decarbonization Plus Acquisition Corporation II (“DCRN”) (NASDAQ:
DCRN, DCRNW, DCRNU) to 2024.
“With the accelerating momentum across our business, and
exciting developments emerging in our product development efforts,
the combined company will be better equipped to serve its customers
by providing leading-edge hardware-plus-software solutions for the
EV infrastructure buildout currently underway globally,” said
Michael Hipwood, Tritium’s Chief Financial Officer.
As described in the registration statement on Form F-4
originally filed by Tritium DCFC Limited (“NewCo”) with the SEC on
September 24, 2021, as amended (the “Registration Statement”),
Tritium’s existing Cigna facilities are expected to be required to
be paid off at the time of closing of the Business Combination,
which would reduce the amount of cash available to the combined
company after closing of the Business Combination. However, with
today’s announcement, Cigna is being joined by Barings in the
establishment of a new facility that is expected to close
concurrently with the Business Combination, which replaces the
existing Cigna facilities with a larger facility that matures in
2024. The closing of this facility is subject to, among other
things, the closing of the Business Combination, certain minimum
cash requirements and other customary closing conditions. This
facility is expected to allow Tritium to repay existing debt,
including debt outstanding under the existing Cigna facilities,
without the use of funds received from the DCRN trust account. With
this facility, Tritium expects to bolster its liquidity upon
closing and provide additional working capital.
“This transaction reinforces Tritium’s balance sheet with
further capital funding to support Tritium’s global expansion plans
and respond to increasing sales and working capital requirements,”
said David Toomey, Tritium’s Chief Revenue Officer and Head of
Corporate Development. “We thank Cigna for their ongoing support,
and Barings for joining this long-term partnership.”
Over the last several months, Tritium has announced a string of
sales to customers all around the world. From Revel, a ride hailing
company in New York, to EVCS, one of the largest charge point
operators in the U.S., along with public charging provider Evie
Networks in Australia, these sales add to the impressive list of
orders by blue-chip customers. Other recent customer wins like
Baltimore Gas and Electric, ReCharge Alaska, Loop EV Charging
Network, and the ChargeNet and Taco Bell partnership show just how
active the EV charging market has become. It is not only the sales
department that has been achieving new milestones - Tritium has
also recently launched its state-of-the-art testing facility, was
named Chargepoint Manufacturer of the Year and won product and
engineering design awards for its RTM fast charger.
“The support by Cigna and Barings to deliver this $90 million
facility has come at just the right time, supporting new customer
partnerships and shareholders ahead of our upcoming business
combination with DCRN,” said Tritium CEO Jane Hunter. “Our EV
charging products and technology are recognized as highly
innovative and we are very proud to play a significant role in the
transition to electrified transport.”
Founded in Brisbane and having already deployed more than 5,250
charging stations, Tritium has provided more than 3.6 million
high-power charging sessions across 41 countries, delivering an
aggregate of over 55 GWh of energy. The company’s intellectual
property includes the world’s only fully liquid-cooled, IP65-rated
charger technology, providing customers with a product that is
ingress-protected and sealed from outside elements, which may
reduce the total cost of ownership.
About Tritium
Founded in 2001, Tritium designs and manufactures proprietary
hardware and software to create advanced and reliable DC fast
chargers for electric vehicles. Tritium's compact and robust
chargers are designed to look great on Main Street and thrive in
harsh conditions, through technology engineered to be easy to
install, own, and use. Tritium is focused on continuous innovation
in support of our customers around the world.
As announced on May 26, 2021, Tritium has entered into a
definitive agreement for the Business Combination with DCRN, a
publicly traded special purpose acquisition company (SPAC), that
would result in NewCo, which will be the going-forward company,
becoming publicly listed. Completion of the proposed transaction is
subject to customary closing conditions, including approval of
DCRN’s stockholders, and is expected to occur in January 2022.
For more information, visit tritiumcharging.com
About Decarbonization Plus Acquisition Corporation II
Decarbonization Plus Acquisition Corporation II is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with a target whose principal effort
is developing and advancing a platform that decarbonizes the most
carbon-intensive sectors. These include the energy and agriculture,
industrials, transportation and commercial and residential sectors.
DCRN is sponsored by an affiliate of Riverstone Holdings LLC and
represents a further expansion of Riverstone's 15-year franchise in
low-carbon investments, having established industry leading, scaled
companies with more than US$5 billion of equity invested in
renewables.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed Business Combination. This document also
does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor
will there be any sale of securities in any states or jurisdictions
in which such offer, solicitation, or sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
will be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this document are “forward-looking
statements” with respect to the Business Combination, and including
statements regarding the benefits of the Business Combination, the
anticipated timing of the Business Combination, the anticipated
consummation and timing of the private offering of ordinary shares
in the capital of NewCo to a certain investor (the “PIPE
Financing”), the anticipated consummation and timing of the new
debt facility (the “Cigna Refinancing”), the sources and uses of
the PIPE Financing, the Cigna Refinancing and the proceeds of the
Business Combination, the services offered by Tritium and the
markets in which it operates, and NewCo’s projected future results.
These forward-looking statements generally are identified by the
words “estimates,” “projected,” “expects,” “anticipates,”
“forecasts,” “plans,” “intends,” “believes,” “seeks,” “targets,”
“may,” “will,” “should,” “would,” “will be,” “will continue,” “will
likely result,” “future,” “propose,” “strategy,” “opportunity” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) that predict or indicate
future events or trends or are not statements of historical matters
are intended to identify forward-looking statements. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, guarantees, assurances, predictions or definitive
statements of fact or probability regarding future performance,
conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside NewCo’s, Tritium’s or DCRN’s control, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include the inability to complete the Business Combination, the
PIPE Financing or the Cigna Refinancing in a timely manner or at
all (including due to the failure to receive required stockholder
or shareholder, as applicable, approvals, or the failure of other
closing conditions such as the satisfaction of the minimum trust
account amount following redemptions by DCRN’s public stockholders
and the receipt of certain governmental and regulatory approvals),
which may adversely affect the price of DCRN’s securities; the
inability of the Business Combination to be completed by DCRN’s
Business Combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
DCRN; the occurrence of any event, change or other circumstance
that could give rise to the termination of the Business
Combination, the PIPE Financing or the Cigna Refinancing; the
inability to recognize the anticipated benefits of the proposed
Business Combination; the inability to obtain or maintain the
listing of NewCo’s shares on a national exchange following the
proposed Business Combination; costs related to the proposed
Business Combination; the risk that the proposed Business
Combination disrupts current plans and operations, business
relationships or business generally as a result of the announcement
and consummation of the proposed Business Combination; NewCo’s
ability to manage growth; NewCo’s ability to execute its business
plan and meet its projections; potential disruption in NewCo’s
employee retention as a result of the Business Combination;
potential litigation, governmental or regulatory proceedings,
investigations or inquiries involving NewCo, Tritium or DCRN,
including in relation to the Business Combination; changes in
applicable laws or regulations and general economic and market
conditions impacting demand for Tritium’s or NewCo’s products and
services; and other risks and uncertainties indicated from time to
time in the proxy statement/prospectus relating to the proposed
Business Combination, including those under “Risk Factors” therein,
and in DCRN’s other filings with the Securities and Exchange
Commission (the “SEC”). Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statement, and NewCo and DCRN assume no
obligation and do not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Neither NewCo nor DCRN gives any assurance that either NewCo or
DCRN will achieve its expectations.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed Business Combination, DCRN and
NewCo, which will be the going-forward public company, filed the
Registration Statement with the SEC, which includes a preliminary
proxy statement of DCRN. After the Registration Statement has been
cleared by the SEC, a definitive proxy statement/prospectus will be
mailed to the stockholders of DCRN as of a record date to be
established for voting on the proposed Business Combination.
INVESTORS AND SECURITY HOLDERS OF DCRN ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO, THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND THE EFFECTIVE
REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
TRITIUM, DCRN, NEWCO AND THE BUSINESS COMBINATION. Investors and
security holders will also be able to obtain copies of the
Registration Statement and other documents containing important
information about each of the companies once such documents are
filed with the SEC, without charge, at the SEC’s web site at
www.sec.gov.
Participants in Solicitation
DCRN and its directors and executive officers may be deemed
participants in the solicitation of proxies from DCRN’s
stockholders with respect to the proposed Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in DCRN is contained in DCRN’s
filings with the SEC, including DCRN’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2020, which was filed with
the SEC on March 31, 2021, and is available free of charge at the
SEC’s web site at www.sec.gov. Additional information regarding the
interests of such participants will be set forth in the
Registration Statement for the proposed Business Combination when
available. NewCo and Tritium and their respective directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of DCRN in connection
with the proposed Business Combination. A list of the names of such
directors and executive officers and information regarding their
interests in the Business Combination will be contained in the
Registration Statement for the proposed Business Combination when
available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211208005302/en/
Tritium Media Contact Jack Ulrich media@tritium.com.au
Tritium Investors Contact Caldwell Bailey ICR, Inc.
TritiumIR@icrinc.com
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