ChargePoint, Inc. completed the acquisition of Switchback Energy Acquisition Corporation from Ngp Switchback, LLC and others in a reverse merger transaction.
Post completion of the transaction, the combined entity will be led by President and Chief Executive Officer Pasquale Romano and the existing management team. Other executive officers includes: Christopher Burghardt, Managing Director, Europe, Michael Hughes, Chief Commercial and Revenue Officer, Rex Jackson, Chief Financial Officer, Colleen Jansen, Chief Marketing Officer, Lawrence Lee, Senior Vice President, Operations and Support, Bill Loewenthal, Senior Vice President, Product and Eric Sidle, Senior Vice President, Engineering. Immediately after the closing, the Switchback Board will be divided into three separate classes, designated as the Class I Directors will be Roxane Bowman, Axel Harries and Neil Suslak and their terms will expire at the annual meeting of stockholders to be held in 2021; the Class II Directors will be Jeffrey Harris, Mark Leschly and G. Richard Wagoner, Jr. and their terms will expire at the annual meeting of stockholders to be held in 2022; and the Class III Directors will be Bruce Chizen, Michael Linse and Pasquale Romano and their terms will expire at the annual meeting of stockholders to be held in 2023. It is anticipated that Bruce Chizen will be designated Chairman of the New ChargePoint Board of Directors immediately after the closing. The closing is subject to the approval of ChargePoint's stockholders and Switchback's stockholders and the satisfaction or waiver of other customary closing conditions, including Switchback's registration statement being declared effective by the Securities and Exchange Commission, the expiration of the HSR Act waiting period, listing of the shares of Switchback Class A Common Stock to be issued pursuant to the transaction on the NYSE, the sale and issuance by Switchback of Switchback Class A Common Stock in connection with the Private Placements shall have been consummated prior to close of the transaction, Switchback having at least $5,000,001 of net tangible assets immediately following the closing of the transaction and Switchback having at least $300 million in available cash immediately prior to the close of the transaction. The Boards of Directors of both Switchback and ChargePoint have unanimously approved the proposed transaction. As of February 11, 2021, the special meeting of Switchback's stockholders to approve the transaction adjourned to February 25, 2021. As of February 16, 2021, SBE Board of Directors recommends its shareholders to vote in favor of the business combination with ChargePoint. As of October 20, 2020, the Federal Trade Commission granted the early termination notice. As of January 11, 2021, in connection with the Business Combination, the registration statement on Form S-4 has been declared effective by the Securities and Exchange Commission. As of February 25, 2021, Switchback's stockholders voted in favor of the proposed business combination with ChargePoint. The transaction is expected to close by the end of the fourth quarter of 2020. As of December 4, 2020, the transaction is expected to close by January 15, 2021. As per the filing dated January 8, 2021, the transaction is expected to complete promptly following the special meeting of Switchback's stockholders to be held on February 11, 2021. As of January 11, 2021, the transaction is expected to close in February 2021. As of February 25, 2021, the transaction is expected to close on February 26, 2021. Cash proceeds raised in the transaction will be used to repay debt, fund operations, support growth and for general corporate purposes.
BofA Securities, Inc. acted as the financial advisor while Michael J. Aiello, Amanda Fenster, Alexander Lynch, Joseph Pari, Paul Wessel, Eric D. Remijan and Michael Epstein of Weil, Gotshal & Manges LLP and David Young, Elizabeth Webb, Jeff Vetter and Andrew Luh of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted as legal advisors for ChargePoint. Goldman Sachs & Co. LLC acted as the financial advisor and Douglas McWilliams, Ramey Layne, Jason McIntosh, David Peck, Sean Becker, Shane Tucker, Devika Kornbacher, Margaret Peloso, Hill Wellford and Sarah Mitchell of Vinson & Elkins LLP acted as legal advisor for Switchback. Oppenheimer & Co. Inc. acted as capital markets advisor for ChargePoint. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Switchback. Morrow Sodali LLC acted as proxy solicitor for Switchback. Switchback agreed to pay Morrow Sodali LLC a fee of $35000, plus disbursements.
ChargePoint, Inc. completed the acquisition of Switchback Energy Acquisition Corporation (NYSE:SBE) from Ngp Switchback, LLC and others in a reverse merger transaction on February 26, 2021. During the time period between the closing date and the five-year anniversary of the closing date, eligible former equity holders of Legacy ChargePoint may receive up to 27,000,000 additional shares of common stock (the Earnout Shares) in the aggregate in three equal tranches of 9,000,000 shares if certain earnout conditions are fully satisfied. Based on the capital structure as of the close of business combination, each 9,000,000 shares issued in connection with each earnout triggering event, would represent approximately 3.2%, 6.5% and 9.7% of shares outstanding. An Earnout Triggering Event means the date on which the closing volume weighted-average price (VWAP) per share of common stock quoted on the NYSE is greater than or equal to $15, $20 and $30 for any ten trading days within any 20 consecutive trading day period within the earnout period. The first two triggering events for up to 18,000,000 of the earnout shares occurred on March 12, 2021 and, after the withholding of some of these earnout shares for tax withholding, 17,539,667 Earnout Shares were issued on March 19, 2021. The earnout shares are not subject to a lock-up agreement and may be sold publicly following receipt.