- Company Overview: Established in 2009, One Power is a
vertically integrated industrial power solutions provider. It
specializes in developing, constructing, owning, and operating
state-of-the-art, behind-the-meter power solutions, including wind
energy, for industrial clients.
- Innovative Approach: One Power, believes it is building
Utility 2.0, a decentralized, customer-centric power grid that
empowers industrial clients to produce their own on-site, renewable
energy.
- Binding 20-Year Contracts: The company has long-term
binding contracts with well-known industrial clients including
Whirlpool, Marathon Petroleum Corporation, Holcim, Ball
Corporation, and Martin Marietta.
- Deal Structured to Prioritize Shareholders: Transaction
includes various mechanisms, including non-dilutive Contingent
Share Rights (CSRs) from One Power CEO, elimination of specific
Sponsor warrants, and extended equity lock-up agreements and up to
5 million earnout shares issuable to pre-closing One Power holders
upon achievement of trading price-based targets during five-year
post-closing period.
- Transaction Details: Gross proceeds of
approximately $345 million were deposited into TRTL’s trust
account, before the impact of potential redemptions, at the time of
its initial public offering. Proceeds from the Transaction are
expected to be used to execute on the company’s business plan.
- Valuation: Implied pre-money enterprise value of One
Power of $300 million.
- Transaction Announcement Presentation. In lieu of a
traditional transaction announcement conference call, One Power and
TRTL have released a transaction announcement video which can be
accessed via One Power’s investor relations webpage page at
https://oneenergy.com/investors/.
One Energy Enterprises Inc. and TortoiseEcofin Acquisition Corp.
III today announced that they have entered into a definitive
Business Combination Agreement (the “Business Combination
Agreement”) for a business combination (the “Transaction” or the
“Business Combination”). One Energy Enterprises Inc. (“One Power”)
is a vertically integrated industrial power solutions company, and
is the largest installer of on-site, behind-the-meter,
megawatt-scale, wind energy in the United States. TortoiseEcofin
Acquisition Corp. III (“TRTL”) (NYSE: TRTL) is an energy transition
focused special purpose acquisition company. The Transaction is
structured as a merger, following which the business of One Power
will be the combined business of the public company, which will be
renamed One Power Company the (“Combined Company”). Securities of
the Combined Company are expected to be listed on the New York
Stock Exchange under the ticker symbol “ONEP”.
One Power builds, owns, and operates major electrical
infrastructure for industrial energy users “behind-the-meter”,
enabling on-site power generation that enables better utility
monitoring, long-term, competitive rate visibility and enhanced
reliability of utility services. One Power is best known for its
Wind For Industry® projects.
One Power believes that the power grid is undergoing a
fundamental change and that large industrial companies want to take
back control of the power grid they helped build more than 100
years ago. One Power calls the power grid of the future “Utility
2.0” and One Power is already building it today.
One Power’s strategy of constructing and operating industrial
power systems and microgrids targets a significant addressable
market estimated to include more than 53,000 large industrial
facilities in the U.S., which in aggregate account for
approximately 26% of domestic electricity consumption despite
accounting for only 0.6% of energy users. The decarbonization of
America’s industrial facilities, on their terms, is expected to
contribute meaningfully to enduring decarbonization of our
economy.
The Company offers four main industrial power solutions:
- Wind for Industry® – On-site, behind-the-meter, wind
energy with megawatt-scale wind turbines under 20-year take or pay
contracts at fixed power rates.
- Managed High Voltage – On-site, behind-the-meter,
outside-the-plant, digital, high-voltage power infrastructure,
enabling customers to interconnect at higher voltages, distribute
power more efficiently, and further electrify their
facilities.
- Megawatt Hubs - Transmission-voltage-interconnected
30MW-150MW sites that are ready for the energy-intensive industries
of the future like mobile data centers and commercial electric
vehicle fleets.
- Net Zero Projects - Integrated projects that bring wind,
solar, and power infrastructure together to help industrials get as
close to net-zero grid energy use as possible on an annualized
basis with on-site renewable generation.
One Power delivers most of its services under long-term, 20-year
contracts with blue-chip customers. The Company’s current customer
portfolio includes Whirlpool, Marathon Petroleum Corporation,
Holcim, Ball Corporation, and Martin Marietta.
Deal Structure Intended to Prioritize Shareholder
Interests
One Power and TRTL entered into the Business Combination
Agreement to pursue a transaction intended to align interests among
multiple stakeholders. One Power’s founder and Chief Executive
Officer, Jereme Kent, who is expected to be the CEO of the Combined
Company after the Transaction, has agreed to contribute half of his
pro forma One Power shares to a non-dilutive Contingent Share
Rights (CSR) structure. Under certain conditions, CSR participants,
which are expected to consist of non-redeeming TRTL public
shareholders as well, potentially, as PIPE investors, if any, are
entitled to receive all or a portion of these approximately 5.5
million shares; if post-closing trading prices exceed the
applicable threshold, the CSR shares will be distributed to One
Power’s CEO. Additionally, certain specific Sponsor warrants would
be terminated in connection with the Transaction and multi-year
lock-up agreements will apply to certain One Power equity holders
and to TRTL Sponsor securities. TRTL Sponsor has also agreed to
subject 2.25 million founder shares to an earnout structure, for
release to TRTL Sponsor only if certain trading price based
earn-out conditions apply after closing. The threshold for both the
CSR and the TRTL sponsor earn-out mechanisms is set at a volume
weighted average trading price (VWAP) that equals or exceeds $12.00
for 20 out of any 30 consecutive trading days and must be met in
the first 24 months after closing. The proposed Transaction also
features an earnout for the potential benefit of existing One Power
equity holders with two trading-price based “thresholds” to be
measured over a five-year post-closing period.
Under the terms of the proposed transaction, current One Power
stockholders are rolling 100% of their equity into the Combined
Company; One Power’s CEO, who is also expected to be the CEO of the
Combined Company, has also agreed to a three-year lock up on his
One Power securities (subject to customary permitted transfers)
with no early release provisions. TRTL Sponsor’s founder shares
will be subject to a two-year post-closing lock-up period subject
to early release occurring during same period if the post-closing
VWAP of One Power shares exceeds $15.00 for 20 out of any 30
consecutive trading days over a two-year period post-closing or
there is a qualifying subsequent change of control transaction.
Future members of the board of directors of the Combined Company
will also be required to agree to two-year lock-up agreements.
Management Commentary
Jereme Kent, CEO and Founder of One Power, commented, “Entering
into a definitive agreement to merge with TRTL is a monumental step
towards our vision of reshaping the utility industry. With the
added financial strength we anticipate from going public, we hope
to accelerate our growth plans to continue helping industrial
clients take back control of their power and transition to a more
sustainable, reliable, and cost-effective power solution that is
custom engineered to their individual needs.”
Vince Cubbage, Chairman and CEO of TRTL, stated, “As the
electrification and decarbonization of our economy continues to
accelerate, we believe One Power is poised to scale its delivery of
megawatt-scale, mission-critical, high-voltage power systems to
blue-chip industrial customers. One Power’s cost-advantaged
renewable power solutions bypass long interconnect queues and grid
transmission congestion, reducing costs as well as disruption time
for customers. With the necessary capital, we think One Power can
successfully extend its market pioneering position.”
Transaction Overview
Pursuant to the Business Combination Agreement, a newly formed
wholly-owned subsidiary of TRTL will merge with and into One Power,
with One Power continuing as the surviving company in the merger.
The aggregate transaction consideration deliverable to the One
Energy stockholders shall be a number of newly issued shares of
common stock of the Combined Company equal to $300 million minus
the amount of indebtedness of One Power at the Closing, with each
share of common stock valued at $10 per share.
In addition, after the closing, One Energy stockholders will
have a contingent right to receive up to an additional five million
shares, upon the Combined company meeting certain share price
targets set forth in the Business Combination Agreement.
At the time of its initial public offering, TRTL’s trust account
contained approximately $345 million (prior to any redemptions by
public shareholders). Any proceeds to One Power from the proposed
Transaction (after satisfaction of payments to redeeming TRTL
shareholders and satisfaction of relevant fees, expenses and other
liabilities) will be used to by the Combined Company to execute its
business plan and for general working capital purposes. The
pre-money enterprise value of One Power implied by the transaction
terms is $300 million.
The Transaction has been unanimously approved by the Boards of
Directors of TRTL and One Energy Enterprises Inc. Completion of the
proposed Transaction is subject to customary closing
conditions.
Additional information about the proposed Transaction will be
provided in a Current Report on Form 8-K to be filed by TRTL with
the U.S. Securities and Exchange Commission (the “SEC”) and
available at www.sec.gov.
Advisors
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC (“CCM”), served as exclusive financial
advisor, lead capital markets advisor and sole placement agent to
One Power. Nelson Mullins Riley & Scarborough LLP served as
legal counsel to One Power. Ellenoff, Grossman & Schole LLP
served as legal counsel to TRTL.
Investor Presentation and Video Information
In lieu of a conference call, an announcement video describing
One Power and the Proposed Transaction has been prepared by
management and released concurrent with the transaction
announcement. The video can be accessed via One Power’s investor
relations website at https://oneenergy.com/investors/. A copy of
the investor presentation and transcript of the video recording
will be furnished as exhibits to TRTL’s current report on Form 8-K,
available, free of charge, on the SEC’s website at www.sec.gov.
About One Power
One Power is an industrial power company and the largest
installer of on-site, behind-the-meter, wind energy in the United
States. Recognizing that large energy consumers are fed up with the
failings of legacy utilities, One Power developed modern energy
services to control cost and risk, such as Wind for Industry® and
Managed High Voltage®. One Power is building the customer-centric
grid of the future. Founded in 2009, One Power is headquartered in
Findlay, Ohio and currently has approximately 65 employees. Learn
more about the customer-centric power grid of the future at One
Power’s website (www.onepower.com).
About TortoiseEcofin Acquisition Corp. III
TortoiseEcofin Acquisition Corp. III was formed for the purpose
of effecting a merger, amalgamation, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination.
Additional Information and Where to Find It
In connection with the proposed transaction (the “Proposed
Transaction”) between TortoiseEcofin Acquisition Corp. III (“TRTL”)
and One Energy Enterprises Inc. (“One Energy,” the business of
which (referred to herein as “One Power”), after consummation, if
any (the “Closing”) of the Proposed Transaction, will be the
business of the “Combined Company,” which is expected to be renamed
“One Power Company”), which is the subject of the Agreement and
Plan of Merger between TRTL, One Energy and certain other parties
thereto (the “Merger Agreement”), TRTL intends to file a
registration statement on Form S-4 (as may be amended or
supplemented from time to time, the “Form S-4” or the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the
“SEC”), which will include a preliminary proxy statement and a
prospectus in connection with the Proposed Transaction.
SHAREHOLDERS OF TRTL ARE ADVISED TO READ, WHEN AVAILABLE, THE
PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS THERETO, THE DEFINITIVE
PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. HOWEVER, THIS DOCUMENT WILL NOT
CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING
THE PROPOSED TRANSACTION. IT IS ALSO NOT INTENDED TO FORM THE BASIS
OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE
PROPOSED TRANSACTION. When available, the definitive proxy
statement and other relevant documents will be mailed to the
shareholders of TRTL as of a record date to be established for
voting on the Proposed Transaction. Shareholders and other
interested persons will also be able to obtain copies of the
preliminary proxy statement, the definitive proxy statement, the
Registration Statement and other documents filed by TRTL with the
SEC that will be incorporated by reference therein, without charge,
once available, at the SEC’s website at www.sec.gov.
TRTL’s shareholders will also be able to obtain a copy of such
documents, without charge, by directing a request to:
TortoiseEcofin Acquisition Corp. III, 195 US HWY 50, Suite 208,
Zephyr Cove, NV 89448; e-mail: IR@trtlspac.com. These documents,
once available, can also be obtained, without charge, at the SEC’s
website at www.sec.gov.
Participants in the Solicitation
TRTL, One Energy and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
of TRTL’s shareholders in connection with the Proposed Transaction.
TRTL’s shareholders and other interested persons may obtain more
detailed information regarding the names, affiliations and
interests of certain of TRTL executive officers and directors in
the solicitation by reading TRTL’s final prospectus filed with the
SEC on July 21, 2021, in connection with TRTL’s initial public
offering, TRTL’s Annual Report on Form 10-K for the year ended
December 31, 2021, as filed with the SEC on March 24, 2022, TRTL’s
Annual Report on Form 10-K for the year ended December 31, 2022, as
filed with the SEC on March 22, 2023, and TRTL’s other filings with
the SEC. A list of the names of such directors and executive
officers and information regarding their interests in the Proposed
Transaction, which may, in some cases, be different from those of
shareholders generally, will be set forth in the Registration
Statement relating to the Proposed Transaction when it becomes
available. These documents can be obtained free of charge from the
source indicated above.
No Offer or Solicitation
This communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Proposed Transaction. This communication shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act or an
exemption therefrom.
Forward-Looking Statements
This communication may contain forward-looking statements for
purposes of the “safe harbor” provisions under the United States
Private Securities Litigation Reform Act of 1995. Any statements
other than statements of historical fact contained herein are
forward-looking statements. Such forward-looking statements
include, but are not limited to, expectations, hopes, beliefs,
intentions, plans, prospects, financial results or strategies
regarding One Power, the Combined Company and the Proposed
Transaction and the future held by the respective management teams
of TRTL or One Power, the anticipated benefits and the anticipated
timing of the Proposed Transaction, future financial condition and
performance of One Power or the Combined Company)and expected
financial impacts of the Proposed Transaction (including future
revenue, profits, proceeds, pro forma enterprise value and cash
balance), the satisfaction of closing conditions to the Proposed
Transaction, financing transactions, if any, related to the
Proposed Transaction, the level of redemptions by TRTL’s public
shareholders and the expected future performance and market
opportunities of One Power or the Combined Company. These
forward-looking statements generally are identified by the words
“anticipate,” “believe,” “could,” “expect,” “estimate,” “future,”
“intend,” “may,” “might,” “strategy,” “opportunity,” “plan,”
“project,” “possible,” “potential,” “project,” “predict,” “scales,”
“representative of,” “valuation,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar
expressions, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this communication, including,
without limitation: (i) the risk that the Proposed Transaction may
not be completed in a timely manner or at all, which may adversely
affect the price of TRTL’s securities, (ii) the risk that the
Proposed Transaction may not be completed by TRTL’s business
combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by TRTL,
(iii) the failure to satisfy the conditions to the consummation of
the Proposed Transaction, including the requirements that the
Merger Agreement and the transactions contemplated thereby be
approved by the shareholders of TRTL and by the stockholders of One
Energy, respectively, (iv) the failure to obtain regulatory
approvals and any other third party consents, as applicable, as may
be required to consummate the Proposed Transaction, (v) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement, or that
redemptions by TRTL public shareholders may exceed expectations,
(vi) the effect of the announcement or pendency of the Proposed
Transaction on One Power's business relationships, operating
results, and business generally, (vii) risks that the Proposed
Transaction disrupts current plans and operations of One Power,
(viii) the outcome of any legal proceedings that may be instituted
against One Energy or against TRTL related to the Merger Agreement
or the Proposed Transaction, (ix) the ability to maintain the
listing of TRTL’s securities on NYSE, (x) changes in the
competitive market in which One Power operates, variations in
performance across competitors, changes in laws and regulations
affecting One Power’s business and changes in the capital structure
of the Combined Company after the Closing, (xi) the ability to
implement business plans, growth, marketplace, customer pipeline
and other expectations after the completion of the Proposed
Transaction, and identify and realize additional opportunities,
(xiii) the potential inability of One Power to achieve its business
and growth plans, (xiv) the ability of One Power to enforce its
current material contracts or to secure long-term or other
committed contracts with new or existing customers on terms
favorable to One Power, (xv) the risk that One Power will need to
raise additional capital to execute its business plans, which may
not be available on acceptable terms or at all; (xvi) the risk that
One Power experiences difficulties in managing its growth and
expanding operations; (xvii) the risk of our cyber security
measures being unable to prevent hacking or disruption to our
customers; and (xviii) the risk of economic downturn, increased
competition, a changing of energy regulatory landscape and related
impacts that could occur in the highly competitive energy market,
including, among other things, that One Power will not meet
milestones for funding its ongoing and future project pipeline. The
foregoing list of factors is not exhaustive. Recipients should
carefully consider such factors and the other risks and
uncertainties described and to be described in the “Risk Factors”
section of TRTL’s initial public offering prospectus filed with the
SEC on July 21, 2021, TRTL’s Annual Report on Form 10-K for the
year ended December 31, 2021, as filed with the SEC on March 24,
2022, TRTL’s Annual Report on Form 10-K for the year ended December
31, 2022, as filed with the SEC on March 22, 2023, and subsequent
periodic reports filed by TRTL with the SEC, the Registration
Statement to be filed by TRTL in connection with the Proposed
Transaction and other documents filed or to be filed by TRTL from
time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Recipients are cautioned not to put
undue reliance on forward-looking statements, and neither One
Energy nor TRTL assume any obligation to, nor intend to, update or
revise these forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by
law. Neither One Energy nor TRTL gives any assurance that either
One Energy or TRTL, or the Combined Company, will achieve its
expectations.
Information Sources; No Representations
The communication furnished herewith has been prepared for use
by TRTL and One Power in connection with the Proposed Transaction.
The information therein does not purport to be all-inclusive. The
information therein is derived from various internal and external
sources, with all information relating to the business, past
performance, results of operations and financial condition of TRTL
derived entirely from TRTL and all information relating to the
business, past performance, results of operations and financial
condition of One Power, or the Combined Company after the Closing,
are derived entirely from One Energy (referred to herein as “One
Power”). No representation is made as to the reasonableness of the
assumptions made with respect to the information therein, or to the
accuracy or completeness of any projections or modeling or any
other information contained therein. Any data on past performance
or modeling contained therein is not an indication as to future
performance.
No representations or warranties, express or implied, are given
in respect of the communication. To the fullest extent permitted by
law in no circumstances will TRTL or One Energy, or any of their
respective subsidiaries, affiliates, shareholders, representatives,
partners, directors, officers, employees, advisors or agents, be
responsible or liable for any direct, indirect or consequential
loss or loss of profit arising from the use of the this
communication (including without limitation any projections or
models), any omissions, reliance on information contained within
it, or on opinions communicated in relation thereto or otherwise
arising in connection therewith, which information relating in any
way to the operations of One Energy or the prospective operations
of One Power has been derived, directly or indirectly, exclusively
from One Energy and has not been independently verified by TRTL or
any other party. Neither the independent auditors of TRTL nor the
independent auditors of or One Energy audited, reviewed, compiled
or performed any procedures with respect to any projections or
models for the purpose of their inclusion in the communication and,
accordingly, neither of them expressed any opinion or provided any
other form of assurances with respect thereto for the purposes of
the communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230815535700/en/
For Investors: John Ragozzino, CFA
ICR, Inc. OneEnergyIR@icrinc.com
For Media: Matt Dallas ICR, Inc.
OneEnergyPR@icrinc.com
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