ChargePoint, Inc., (the “Company”
or “ChargePoint”) a leading electric vehicle (“EV”) charging
network, and
Switchback Energy Acquisition
Corporation (NYSE: SBE) (“Switchback”), a publicly traded
special purpose acquisition company with a strategic focus on the
energy sector, today announced the signing of a definitive business
combination agreement. ChargePoint expects to use transaction
proceeds to expand its reach in North America and Europe, further
enhance its technology portfolio and significantly scale its
commercial, fleet and residential businesses ahead of the
anticipated introduction of an increasing number of new EV models
and rising EV penetration.
“For thirteen years we have been singularly focused on our
vision to move all people and goods on electricity, and that has
never been more relevant than it is today,” said Pasquale Romano,
President and CEO, ChargePoint. “We’ve pioneered networked charging
and are resolute in our aim to usher in the transition to mass EV
adoption by electrifying one parking spot at a time. Today, we are
a charging market leader thanks to a winning business model, a
complete portfolio and thousands of brands that have realized that
EV charging is essential, good for business and aligned with their
corporate and sustainability goals. Our technology charges all EVs
– from passenger vehicles to delivery fleets – so there is no need
to choose winners in electric mobility. We see ourselves as an
index for the entire category.”
Scott McNeill, CEO, CFO and Director of Switchback said, “The EV
charging industry is accelerating and it is expected that charging
infrastructure investment will be $190 billion by 20301. As a first
mover in the space, ChargePoint has distinguished itself as the
number one EV charging network and is well positioned to deliver
mission-critical charging infrastructure as the expected transition
to electric mobility accelerates. ChargePoint has a proven and
capital-light business model that combines hardware and
high-margin, recurring software subscriptions and services with
extensive and strong customer relationships. As a result, we
believe ChargePoint will continue to grow its strong market
position as the EV industry evolves. Switchback and our investors
are excited to partner with the talented ChargePoint team to
advance their vision.”
Founded in 2007, ChargePoint is a category creator in EV
charging, helping to make the mass adoption of electric mobility a
reality. It operates in every segment, from commercial to fleet to
residential. ChargePoint has created one of the world’s largest
charging networks with a capital-light model by selling individual
organizations and businesses, known as site hosts, everything they
need to electrify their parking spaces – networked charging
hardware, software subscriptions and associated support services.
Charging is matched to parking duration, from energy-managed AC
level 2 to DC fast charging. The parking spaces owned by
ChargePoint’s site hosts are seamlessly integrated into one network
available to the driver in a top-rated mobile app. ChargePoint’s
winning operating model and high-quality solutions foster loyal
site hosts who expand their charging footprint as EV penetration
rises, creating a virtuous loop of brand awareness, satisfied
drivers, organic networked charging hardware and recurring SaaS
revenue.
ChargePoint serves customers through its software-defined
hardware portfolio, comprehensive suite of software solutions and
robust network and services designed for a wide range of use cases.
ChargePoint’s offerings have attracted a growing customer base of
more than 4,000 organizations and businesses, building a network of
more than 115,000 public and private places to charge. ChargePoint
also offers access to an additional 133,000 public places to charge
through network roaming integrations across North America and
Europe. Drivers plug into the ChargePoint network approximately
every two seconds and have completed more than 82 million charging
sessions to date.
Upon the transaction closing, ChargePoint will continue to be
led by President and CEO, Pasquale Romano and the existing
management team. Romano brings more than 30 years of executive
leadership experience with technology companies including 2Wire,
Inc. and Polycom, Inc. During Romano’s nearly ten-year tenure at
ChargePoint, it has emerged as a leading EV charging network.
For a brief video on ChargePoint, please click here.
Transaction OverviewThe business combination
values ChargePoint at an implied $2.4 billion enterprise value.
Upon transaction closing, and assuming no redemptions by Switchback
stockholders, ChargePoint will have approximately $683 million in
cash, resulting in a total pro forma equity value of approximately
$3.0 billion. Cash proceeds raised in the transaction will be used
to repay debt, fund operations, support growth and for general
corporate purposes. The proceeds will be funded through a
combination of Switchback’s approximately $317 million cash in
trust, assuming no redemptions by Switchback stockholders, and a
$225 million PIPE of common stock valued at $10.00 per share led by
institutional investors including Baillie Gifford and funds managed
by Neuberger Berman Alternatives Advisors. In addition,
Switchback’s sponsor and certain other of its founder stockholders
have agreed that a portion of their equity will vest only if
following the closing the share price of ChargePoint exceeds $12.00
per share for any ten trading days within any twenty consecutive
trading day period prior to the fifth anniversary of the closing of
the transaction.
Upon the transaction closing, the combined company will be named
ChargePoint Holdings, Inc. and will be listed on the New York Stock
Exchange (the “NYSE”).
The boards of directors of both Switchback and ChargePoint have
unanimously approved the proposed transaction. The closing is
subject to the approval of ChargePoint’s stockholders and
Switchback’s stockholders and other customary closing conditions,
including Switchback’s registration statement being declared
effective by the Securities and Exchange Commission (the “SEC”) and
the expiration of the HSR Act waiting period. It is currently
anticipated that the transaction will close, assuming satisfaction
of such closing conditions, by the end of the fourth quarter of
2020.
AdvisorsBofA Securities is serving as exclusive
financial advisor, Oppenheimer & Co. Inc. is serving as capital
markets advisor, and Weil, Gotshal & Manges LLP and Gunderson
Dettmer Stough Villeneuve Franklin & Hachigian LLP are serving
as legal advisors to ChargePoint. Goldman Sachs & Co. LLC is
serving as exclusive financial advisor and Vinson & Elkins
L.L.P. is serving as legal advisor to Switchback. Goldman Sachs
& Co. LLC is serving as lead placement agent with BofA
Securities and Oppenheimer & Co. Inc. serving as co-placement
agents on the PIPE. Financial Profiles, Inc. is serving as investor
relations advisor for ChargePoint.
Investor Conference Call and Webcast
InformationChargePoint and Switchback will host a joint
investor conference call to discuss the proposed transaction today,
September 24, 2020 at 8:30 am ET. To listen to
the call via telephone, dial (877) 407-4018 for domestic
callers or (201) 689-8471 for international callers using
conference ID: 13710723. A telephone replay will be available from
11:30 am ET on Thursday September 24, 2020 to 11:59 pm ET on
Thursday, October 8, 2020. The telephone replay may be accessed by
dialing (844) 512-2921 for domestic callers or (412) 317-6671 for
international with the same conference ID.
The investor conference call may also be accessed via a live
webcast. To view the webcast, please click here. On the call, the
presenters will be reviewing an investor presentation, which will
be available on Switchback and ChargePoint’s websites and filed
with the SEC as an exhibit to Switchback’s Current Report on Form
8-K prior to the call, and available on the SEC website at
www.sec.gov.
About ChargePointSince 2007, ChargePoint has
been committed to making it easy for businesses and drivers to go
electric. The Company has built the largest EV charging network and
most complete portfolio of charging solutions available today.
ChargePoint’s cloud subscription platform and software-defined
charging hardware are designed to include options for every
charging scenario from home and multifamily to workplace, parking,
hospitality, retail and transport fleets of all types. Today, one
ChargePoint account provides access to hundreds-of-thousands of
places to charge in North America and Europe. To date, drivers have
logged more than 82 million charging sessions, with drivers
plugging into the ChargePoint network approximately every two
seconds. ChargePoint is creating the new fueling network to move
all people and goods on electricity. For more information, visit
the ChargePoint pressroom or contact the North American and
European press offices.
About Switchback Switchback is a special
purpose acquisition company and was formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses in the energy value chain. Switchback is
sponsored by NGP Switchback, LLC, which is owned by a private
investment fund advised by NGP Energy Capital Management, L.L.C.
and the management team of Switchback. Switchback began trading on
the NYSE in July 2019 and its common stock, units and warrants
trade under the ticker symbols SBE, SBE.U and SBE.WS, respectively.
For more information, please visit www.switchback-energy.com.
Forward Looking StatementsThe information in
this press release includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements, other than statements of
present or historical fact included in this presentation, regarding
Switchback’s proposed acquisition of ChargePoint, Switchback’s
ability to consummate the transaction, the benefits of the
transaction and the combined company’s future financial
performance, as well as the combined company’s strategy, future
operations, estimated financial position, estimated revenues and
losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used in this press
release, the words “could,” “should,” “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on management’s current
expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law,
Switchback and ChargePoint disclaim any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances
after the date of this press release. Switchback and ChargePoint
caution you that these forward-looking statements are subject to
numerous risks and uncertainties, most of which are difficult to
predict and many of which are beyond the control of either
Switchback or ChargePoint. In addition, Switchback cautions you
that the forward-looking statements contained in this press release
are subject to the following factors: (i) the occurrence of any
event, change or other circumstances that could delay the business
combination or give rise to the termination of the agreements
related thereto; (ii) the outcome of any legal proceedings that may
be instituted against Switchback or ChargePoint following
announcement of the transactions; (iii) the inability to complete
the business combination due to the failure to obtain approval of
the shareholders of Switchback, or other conditions to closing in
the transaction agreement; (iv) the risk that the proposed business
combination disrupts Switchback’s or ChargePoint’s current plans
and operations as a result of the announcement of the transactions;
(v) ChargePoint’s ability to realize the anticipated benefits of
the business combination, which may be affected by, among other
things, competition and the ability of ChargePoint to grow and
manage growth profitably following the business combination; (vi)
costs related to the business combination; (vii) risks related to
the rollout of ChargePoint’s business and the timing of expected
business milestones; (viii) ChargePoint’s dependence on widespread
acceptance and adoption of electric vehicles and increased
installation of charging stations; (ix) ChargePoint’s ability to
maintain effective internal controls over financial reporting,
including the remediation of identified material weaknesses in
internal control over financial reporting relating to segregation
of duties with respect to, and access controls to, its financial
record keeping system, and ChargePoint’s accounting staffing
levels; (x) ChargePoint’s current dependence on sales of charging
stations for most of its revenues; (xi) overall demand for electric
vehicle charging and the potential for reduced demand if
governmental rebates, tax credits and other financial incentives
are reduced, modified or eliminated or governmental mandates to
increase the use of electric vehicles or decrease the use of
vehicles powered by fossil fuels, either directly or indirectly
through mandated limits on carbon emissions, are reduced, modified
or eliminated; (xii) potential adverse effects on ChargePoint’s
revenue and gross margins if customers increasingly claim clean
energy credits and, as a result, they are no longer available to be
claimed by ChargePoint; (xiii) the effects of competition on
ChargePoint’s future business; (xiv) risks related to ChargePoint’s
dependence on its intellectual property and the risk that
ChargePoint’s technology could have undetected defects or errors;
(xv) changes in applicable laws or regulations; and (xvi) the
possibility that ChargePoint may be adversely affected by other
economic, business, and/or competitive factors. Should one or more
of the risks or uncertainties described in this press release
materialize or should underlying assumptions prove incorrect,
actual results and plans could differ materially from those
expressed in any forward-looking statements. Additional information
concerning these and other factors that may impact the operations
and projections discussed herein can be found in Switchback’s
periodic filings with the SEC, including its Annual Report on Form
10-K for the fiscal year ended December 31, 2019. Switchback’s SEC
filings are available publicly on the SEC’s website at
www.sec.gov.
Important Information and Where to Find itIn
connection with the proposed business combination, Switchback will
file a registration statement on Form S-4 (the “Form S-4”) with the
SEC. The Form S-4 will include a proxy statement/prospectus of
Switchback. Additionally, Switchback will file other relevant
materials with the SEC in connection with the business combination.
Copies may be obtained free of charge at the SEC’s web site at
www.sec.gov. Security holders of Switchback are urged to read the
proxy statement/prospectus and the other relevant materials when
they become available before making any voting decision with
respect to the proposed business combination because they will
contain important information about the business combination and
the parties to the business combination. The information contained
on, or that may be accessed through, the websites referenced in
this press release is not incorporated by reference into, and is
not a part of, this press release.
Participants in the SolicitationSwitchback and
its directors and officers may be deemed participants in the
solicitation of proxies of Switchback’s shareholders in connection
with the proposed business combination. ChargePoint and its
officers and directors may also be deemed participants in such
solicitation. Security holders may obtain more detailed information
regarding the names, affiliations and interests of certain of
Switchback’s executive officers and directors in the solicitation
by reading Switchback’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, and the proxy statement/prospectus
and other relevant materials filed with the SEC in connection with
the business combination when they become available. Information
concerning the interests of Switchback’s participants in the
solicitation, which may, in some cases, be different than those of
their stockholders generally, will be set forth in the proxy
statement/prospectus relating to the business combination when it
becomes available.
No Offer or SolicitationThis communication does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or constitute a solicitation of any vote or
approval.
Contacts ChargePoint,
Inc.MediaDarryll Harrison Senior
Director, Global Communications and Social
Media669-237-3380Darryll.harrison@chargepoint.commedia@chargepoint.com
Switchback Energy Acquisition
CorporationMedia and InvestorsScott
McNeill and Jim Mutrieinfo@switchback-energy.com
InvestorsFinancial Profiles, Inc.Dan
Oppenheim310-622-8235Jessica
Serra310-622-8232chargepoint@finprofiles.com
1 Source: BloombergNEF Electric Vehicle Outlook 2020
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