One Energy Enterprises and TortoiseEcofin Acquisition III today announced a merger agreement at an implied pre-money enterprise value of $300 million.
One Energy is a vertically integrated industrial power solutions company, and bills itself as the largest installer of on-site, behind-the-meter, megawatt-scale, wind energy in the United States.
If the deal wins approval, shares of the renamed enterprise, One Power Company, are expected to list on the NYSE 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’s founder and CEO , Jereme Kent, who is expected to be the CEO of the combined company, has agreed to contribute half of his pro forma One Power shares to a non-dilutive Contingent Share Rights 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 sponsor warrants would be terminated and multi-year lock-up agreements will apply to certain One Power equity holders and to TRTL sponsor securities. TRTL’s sponsor has also agreed to subject 2.25 million founder shares to an earnout structure, for release 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 that equals or exceeds $12 for 20 out of any 30 consecutive trading days and must be met in the first 24 months after closing. The 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.
Current One Power stockholders are rolling 100% of their equity into the combined company; One Power’s CEO has also agreed to a three-year lock up on his securities (subject to 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 volume weighted average of One Power shares exceeds $15 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 board members of the combined company will also be required to agree to two-year lock-up agreements.
The SPAC raised $300 million more than two years ago and signed an LOI with the target last month. Former President Bill Clinton was an original member of the SPAC’s board and at one time owned 10% of the company, according to SEC filings. He resigned from the board in October 2022. Read more.
