MENLO PARK, Calif.,
Jan. 12, 2022 /PRNewswire/
-- Decarbonization Plus Acquisition Corporation II (NASDAQ:
DCRN, DCRNW, DCRNU) ("DCRN"), a publicly-traded special purpose
acquisition company, and Tritium Holdings Pty Ltd, an Australian
proprietary company limited by shares ("Tritium") today announced
that Tritium, Tritium DCFC Limited, an Australian public company
limited by shares ("NewCo"), and Hulk Merger Sub, Inc. have waived
the minimum cash condition required to be satisfied at the closing
of the business combination (the "Business Combination").
Such minimum cash condition would have required the amount of
funds contained in DCRN's trust account (the "Trust Account") (net
of the aggregate amount of cash proceeds required to satisfy any
exercise by DCRN's stockholders of their redemption rights and net
of DCRN's fees and expenses incurred in connection with the
Business Combination) plus the amount of cash proceeds to
NewCo resulting from any private placements of ordinary shares in
the capital of NewCo (the "NewCo Ordinary Shares") consummated in
connection with the closing of the Business Combination (the
"Closing"), to be at least $200,000,000.
After Closing, NewCo expects to pursue additional financing in
order to fund its capital needs (the "Post-Closing Financing").
NewCo also expects to receive backstop commitments from
certain existing shareholders of Tritium and certain affiliates of
DCRN's sponsor (the "Sponsor") to purchase, at the option of NewCo,
an aggregate of up to $45 million of
NewCo Ordinary Shares at a purchase price of $6.00 per share within a specified period of time
after Closing (the "Backstop Commitment"). NewCo intends to explore
various options for the Post-Closing Financing. There is no
guarantee that the Post-Closing Financing will involve the Backstop
Commitment.
The Closing is expected to occur on January 13, 2022. After the Closing and if the
Post-Closing Financing is consummated, NewCo is expected to have a
cash balance of approximately $120
million, after taking into account (i) approximately
$8 million cash held by Tritium as at
December 31, 2021; (ii) receipt of
the funds remaining in the Trust Account after making payments due
to DCRN's shareholders that exercise their redemption rights; (iii)
payment of approximately $8 million
of the parties' fees and expenses related to the Business
Combination due at Closing; (iv) receipt of $15 million of proceeds from the previously
announced PIPE investment (the "PIPE"); (v) receipt of $45 million of proceeds from the Post-Closing
Financing; and (vi) refinancing of certain of Tritium's existing
indebtedness (and related fees and expenses) with the proceeds from
the $90 million debt facility with
HealthSpring Life & Health Insurance Company, Inc, Cigna Health
and Life Insurance Company and Barings Target Yield Infrastructure
Debt Holdco 1 S.À R.L. (the "New Debt Facility"); in each case,
subject to the satisfaction, amendment or waiver of conditions
applicable to the respective commitments. NewCo is expected to have
outstanding approximately $35 million
of deferred payments triggered by the Business Combination, which
includes payment of certain share-based compensation and related
taxes under Tritium's incentive plans and repayment of a
shareholder loan; $48 million of
deferred fees and expenses related to the Business Combination, and
approximately $90 million of
long-term indebtedness, consisting of the New Debt Facility,
outstanding as of the Closing.
Assuming the redemption of an estimated 35 million shares of
DCRN's Class A common stock and the shares issued pursuant to the
PIPE and the Backstop Commitment, there are expected to be
approximately 144.3 million NewCo Ordinary Shares outstanding
following the consummation of the Business Combination. If the
Post-Closing Financing involves the full Backstop Commitment,
former Tritium shareholders are expected to own approximately 86.0%
of the outstanding NewCo Ordinary Shares, former public
stockholders of DCRN are expected to own approximately 3.6% of the
outstanding NewCo Ordinary Shares, the Sponsor and its affiliates
are expected to own approximately 9.3% of the outstanding NewCo
Ordinary Shares, and the PIPE investor is expected to own
approximately 1.0% of the outstanding NewCo Ordinary Shares.
The anticipated cash balance and ownership percentages presented
herein are based on the assumptions set forth above and are subject
to change based on, among other things, revocation of redemption
elections; the source and amount of the Post-Closing Financing; the
satisfaction or waiver of the closing conditions set forth in the
New Debt Facility and the PIPE, or any amendments thereto; and any
closing fees or expenses being deferred or settled in NewCo
Ordinary Shares.
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 $6 billion
of equity invested in renewables.
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.
For more information, visit tritiumcharging.com.
Forward Looking Statements
Certain statements made in this document are "forward-looking
statements" with respect to the proposed Business Combination and
including statements regarding the Closing, NewCo's anticipated
cash balance after the Closing, estimated redemptions, the
consummation of the PIPE and the Post-Closing Financing. 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 or the Post-Closing Financing 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 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 or the Post-Closing Financing; 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 SEC. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
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, NewCo,
which will be the going-forward public company, filed a
registration statement on Form F-4, (as amended, the "Registration
Statement"), which includes a proxy statement of DCRN. The
Registration Statement is now effective, and a definitive proxy
statement (the "Proxy Statement") has been mailed to DCRN
stockholders of record as of the close of business on
December 6, 2021. INVESTORS AND SECURITY HOLDERS OF DCRN ARE
URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND THE EFFECTIVE REGISTRATION STATEMENT AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY 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 the 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
is set forth in the Registration Statement for the proposed
business combination. 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
is contained in the Registration Statement for the proposed
business combination.
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.
DCRN Media Contact
Daniel
Yunger
Kekst CNC
daniel.yunger@kekstcnc.com
Tritium Media Contact
Jack
Ulrich
media@tritium.com.au
Tritium Investor Contact
Caldwell Bailey
ICR, Inc.
TritiumIR@icrinc.com
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SOURCE Decarbonization Plus Acquisition Corporation II