Voltus, Inc. (“Voltus” or “the Company”), the leading Distributed
Energy Resource (DER) software technology platform, and Broadscale
Acquisition Corp. (“Broadscale”), a publicly traded special purpose
acquisition company, announced today a definitive agreement for a
business combination that will result in Voltus becoming the first
publicly traded pure-play DER software technology company. Upon
closing of the transaction, the combined company will be named
Voltus Technologies, Inc. and will remain listed on the Nasdaq
under the new ticker symbol “VLTS.”
Voltus is a category creator providing the
leading software technology platform to orchestrate and monetize
distributed energy resources, including demand response,
distributed generation (e.g., solar), energy storage, energy
efficiency, and EV batteries and EV charging infrastructure – which
are the future of our electricity system as it decentralizes,
decarbonizes, and digitizes in response to climate change; the need
for greater resiliency; and the increased penetration of
intermittent renewable power sources.
Voltus leverages its world-class technology team
and extensive electricity market expertise to maximize the value of
every DER with no upfront cost or risk for its over 600 customers,
including Home Depot, Coca-Cola and Simon Property Group. Grid
operators pay Voltus to connect DERs to the market and Voltus
shares a portion of revenues with its customers as well as with its
DER partners, including recently announced partners PowerSecure (a
Southern Company subsidiary) and ENTOUCH, a leading energy
management company.
Voltus has built a highly capital-efficient
software technology business model. Highlights include:
approximately 40% gross margins; 100%+ net customer value
retention; and an impressive 10:1 ratio of Lifetime Value to
Customer Acquisition Cost (“LTV to CAC”). The Company has a clear
track record of predictable, rapid, recurring revenue growth in a
massive global market supported by macro tailwinds as approximately
$3 trillion in global electricity spend transitions to DERs. The
Company also enjoys strong visibility into future revenue given an
average contract term length of roughly five years. Voltus has
approximately $275 million in revenue backlog from contracted
megawatts on its platform, as well as a pipeline of $1.3 billion.
Voltus expects the pipeline to grow significantly as the company
strategically deploys the proceeds expected from this
transaction.
The combined company will be led by Gregg Dixon,
Chief Executive Officer and Co-founder, Matthew Plante, President
and Co-founder, Dana Guernsey, Chief Product Officer, and Neil
Lakin, Chief Technology Officer. Voltus’s leadership team has more
than 100 years of collective experience in the DER market and has
delivered more than 12,000 megawatts (“MWs”) of DERs to market,
more than any other team in the industry. Voltus’s Chief Regulatory
Officer, Jon Wellinghoff, previously was the longest-serving
Chairman of the Federal Energy Regulatory Commission (FERC). The
Company has created the only DER technology platform integrated
into all nine U.S. and Canadian electricity markets and it offers
more than 50 discrete programs to monetize DERs, more than any
competitor.
Voltus is a pioneering ESG company that enables
the adoption of clean, resilient DERs, which are poised to
permanently displace 3.9 gigatons of annual CO2 emissions globally
from traditional fossil fuel power plants. The Company is also
deeply committed to diversity and inclusion, as evidenced by women
comprising 45% of its leadership team and 38% of its board of
directors.
The Company processes an estimated 2 million
daily transactions that reflect changes in DER market positions,
prices, registrations, and asset schedules. It collects
approximately 5 million data points per day with real-time,
30-second data intervals that represent one of the largest energy
databases in the world.
Management Commentary
Gregg Dixon, Chief Executive Officer of Voltus,
commented, “Our partnership with Broadscale will accelerate our
mission at a time when the world needs solutions to modernize
global electricity grids and solve the increasingly complex and
frequent challenges associated with climate change. Our platform
orchestrates and monetizes DERs, creating the balancing resource
needed to support an increasing reliance on renewable energy
sources, a critical prerequisite to effecting the full clean energy
transition. We couldn’t be more excited to reach this inflection
point through the combined efforts of our team, our customers, and
our investors.”
Andrew L. Shapiro, Chairman and Chief Executive
Officer of Broadscale, said, “We are excited to partner with Voltus
to create the first publicly-traded pure-play DER software
technology company. We see Voltus as an exceptional investment
opportunity because it is a capital-efficient business with
world-class customers, recurring revenues, extensive contracted
backlog and pipeline, attractive margins, and a highly scalable
model. As an ESG category creator, Voltus fits perfectly with
Broadscale’s mission of Disruption for Good. Voltus’s team and
track record are extraordinary and we look forward to working
closely together to create value for investors and a cleaner, more
resilient electricity system for all.”
Voltus Investment Highlights
- Enormous total addressable market (TAM) and expansive,
global macro tailwinds
- $120 billion global TAM by 2030
- DERs such as solar and batteries are growing rapidly, aided by
decreasing costs, increasing returns, supportive regulatory policy,
and coordinated efforts to decarbonize the world
- DER technology category creator
- Over 600 customers
- Only platform in all 9 power markets in the US and Canada
- Participation in more than 50 DER programs, significantly more
than nearest competitor
- Proven team leading with technology and market
expertise
- More than 12,000 MWs of DERs brought to market—more than any
other leadership team
- Opened markets internationally, including Australia, Korea and
the UK
- Growth underpinned by existing
commercial contracts
- The current contracted backlog and pipeline provide significant
support to the near-term financial forecasts, even before the
acceleration expected from this transaction
- Compelling financial profile
- Robust margins and recurring revenue, an established
go-to-market record with some of the world’s largest electricity
consumers, and impressive LTV to CAC ratio
- Transaction with Broadscale to drive even further
industry leadership
- Confidence in rapid scaling as a result of management’s success
in already generating exceptional, capital-efficient growth as a
private company
- Pure-play ESG investment
- Voltus is facilitating and
accelerating the adoption of DERs that are the key to unlocking a
more sustainable and resilient electricity ecosystem
Transaction Overview
The business combination values the combined
company at a $1.3 billion pro forma equity value, at a price of
$10.00 per share and assuming no redemptions by Broadscale
stockholders. The transaction will provide $445 million of gross
proceeds to the company, assuming no redemptions, including a $100
million PIPE offering at $10.00 per share. The PIPE is led by
Equinor Ventures, Belfer Management, Solanas Capital, Ev Williams
(cofounder of Twitter and Obvious Ventures). Broadscale Acquisition
Corp.’s sponsor, Voltus management, and existing Voltus investors,
including Activate Capital and Ajax Strategies, also participated
in the PIPE. All Voltus stockholders will roll 100% of their equity
holdings into the new combined company.
The Boards of Directors of each of Voltus and
Broadscale have unanimously approved the transaction. The
transaction will require the approval of the stockholders of both
Voltus and Broadscale, and is subject to other customary closing
conditions, including the receipt of certain regulatory approvals.
The transaction is currently expected to close in the first half of
2022. Dan Leff, Senior Operating Partner at Broadscale and
Broadscale Group, will join the combined company’s Board of
Directors. Dan has four decades of experience as a business leader,
investor, board member, and advisor in energy and industry
globally, with a focus over the last decade on technology and
software companies driving the energy transition.
Additional information about the proposed
transaction, including a copy of the merger agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Broadscale with the Securities and Exchange Commission
(“SEC”) and will be available on the Voltus investor relations page
at www.Voltus.co/investors and at www.sec.gov.
Advisors
Moelis & Company LLC is serving as financial
advisor to Broadscale. Skadden, Arps, Slate, Meagher & Flom LLP
is serving as legal counsel to Broadscale. Morgan Stanley & Co.
LLC and Nomura Greentech are serving as financial advisors to
Voltus, and Latham & Watkins LLP is serving as legal counsel to
Voltus. Morgan Stanley & Co. LLC, Moelis & Company LLC, and
Nomura Securities International, Inc. are serving as co-placement
agents to Broadscale on the PIPE offering made to qualified
institutional buyers and institutional accredited investors. Morgan
Stanley & Co. LLC previously acted as sole book-running manager
for Broadscale’s IPO.
Investor Conference Call Information
Broadscale and Voltus will host a joint investor
conference call at 8:00 AM EST today, December 1st, 2021, to
discuss the proposed transaction. To listen to the prepared remarks
via telephone dial 1-877-425-9470 (U.S.) and 1-201-389-0878
(International) and an operator will assist you. A telephone replay
will be available at 1-844-512-2921 (U.S.) or 1-412-317-6671
(International), PIN: 13725413 through December 15, 2021 at 11:59
PM ET. A transcript of this conference call can also be found on
Voltus’s Investor page and will be filed by Broadscale with the
SEC, which will be available on the SEC’s website at www.sec.gov.
Additionally, Broadscale will file the investor presentation with
the SEC as an exhibit to a Current Report on Form 8-K, which will
be available on the SEC’s website at www.sec.gov.
About Voltus
Voltus is the leading software technology
platform connecting distributed energy resources to electricity
markets, delivering less expensive, more reliable, and more
sustainable electricity. Our commercial and industrial customers
and DER partners generate cash by allowing Voltus to maximize the
value of their flexible load, distributed generation, energy
storage, energy efficiency, and electric vehicle resources in these
markets. To learn more, visit www.voltus.co.
About Broadscale Acquisition Corp.
Broadscale Acquisition Corp. is a blank check
company sponsored by a joint venture between Broadscale Group (led
by Andrew L. Shapiro) and HEPCO Capital Management, LLC (led by
Jonathan Z. Cohen and Edward E. Cohen) that was formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses or entities. The Company has focused its
search for a business combination target on opportunities that
align with its mission of “Disruption for Good”-- that is, the
transformation of traditional industries in positive ways that
generate tangible improvements to the well-being of the global
population. To learn more, visit www.broadscalespac.com.
Forward-Looking Statements
This press release contains certain
“forward-looking statements” within the meaning of the United
States Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, including certain financial
forecasts and projections. All statements other than statements of
historical fact contained in this press release, including
statements as to future results of operations and financial
position, revenue and other metrics planned products and services,
business strategy and plans, objectives of management for future
operations of Voltus, market size and growth opportunities,
competitive position and technological and market trends, are
forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words,
including “may,” “should,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,”
“could,” “would,” “continue,” “forecast” or the negatives of these
terms or variations of them or similar expressions. All
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements.
All forward-looking statements are based upon estimates, forecasts
and assumptions that, while considered reasonable by Broadscale and
its management, and Voltus and its management, as the case may be,
are inherently uncertain and many factors may cause the actual
results to differ materially from current expectations which
include, but are not limited to: 1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the definitive merger agreement with respect to the
business combination; 2) the outcome of any legal proceedings that
may be instituted against Voltus, Broadscale, the combined company
or others following the announcement of the business combination
and any definitive agreements with respect thereto; 3) the
inability to complete the business combination due to the failure
to obtain approval of the stockholders of Broadscale or Voltus, or
to satisfy other conditions to closing the business combination; 4)
changes to the proposed structure of the business combination that
may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the business combination; 5) the ability to meet Nasdaq's listing
standards following the consummation of the business combination;
6) the risk that the business combination disrupts current plans
and operations of Voltus as a result of the announcement and
consummation of the business combination; 7) the inability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees; 8) costs related to the
business combination; 9) changes in applicable laws or regulations;
10) the possibility that Voltus or the combined company may be
adversely affected by other economic, business and/or competitive
factors; 11) Voltus’s estimates of its financial performance; 12)
the risk that the business combination may not be completed in a
timely manner or at all, which may adversely affect the price of
Broadscale’s securities; 13) the risk that the transaction may not
be completed by Broadscale’s business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by Broadscale; 14) the impact of the
novel coronavirus disease pandemic, including any mutations or
variants thereof, and its effect on business and financial
conditions; 15) inability to complete the PIPE investment in
connection with the business combination; and 16) other risks and
uncertainties set forth in the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in
Broadscale’s Form S-1 (File Nos. 333-252449 and 333-253016),
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021 and registration statement on Form S-4 with the
SEC, which will include a document that serves as a prospectus and
proxy statement of Broadscale, referred to as a proxy
statement/prospectus and other documents filed by Broadscale 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. Nothing in this press release should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward looking statements will be
achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Neither
Broadscale nor Voltus gives any assurance that either Broadscale or
Voltus or the combined company will achieve its expected results.
Neither Broadscale nor Voltus undertakes any duty to update these
forward-looking statements, except as otherwise required by
law.
Use of Projections
This press release may contain financial
forecasts of Voltus. Neither Voltus’s independent auditors, nor the
independent registered public accounting firm of Broadscale,
audited, reviewed, compiled or performed any procedures with
respect to the projections for the purpose of their inclusion in
this press release, and accordingly, neither of them expressed an
opinion or provided any other form of assurance with respect
thereto for the purpose of this press release. These projections
should not be relied upon as being necessarily indicative of future
results. The projected financial information contained in this
press release constitutes forward-looking information. The
assumptions and estimates underlying such projected financial
information are inherently uncertain and are subject to a wide
variety of significant business, economic, competitive and other
risks and uncertainties that could cause actual results to differ
materially from those contained in the prospective financial
information. See “Forward-Looking Statements” above. Actual results
may differ materially from the results contemplated by the
projected financial information contained in this press release,
and the inclusion of such information in this press release should
not be regarded as a representation by any person that the results
reflected in such projections will be achieved.
Additional Information and Where to Find
It
This press release relates to a proposed
transaction between Broadscale and Voltus. Broadscale intends to
file a registration statement on Form S-4 with the SEC, which will
include a document that serves as a prospectus and proxy statement
of Broadscale, referred to as a proxy statement/prospectus. A proxy
statement/prospectus will be sent to all Broadscale stockholders.
Broadscale also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision,
investors and security holders of Broadscale are urged to read the
registration statement, the proxy statement/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 about the
proposed transaction.
Investors and security holders will be able to
obtain free copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Broadscale through the website
maintained by the SEC at www.sec.gov.
The documents filed by Broadscale with the SEC
also may be obtained free of charge at Broadscale’s website at
https://www.broadscalespac.com or upon written request to 1845
Walnut Street, Suite 1111, Philadelphia, PA 19103.
NEITHER THE SEC NOR ANY STATE SECURITIES
REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS
DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR FAIRNESS
OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE.
ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL
OFFENSE.
Participants in the Solicitation
Broadscale and Voltus and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Broadscale’s stockholders in
connection with the proposed transactions. Broadscale’s
stockholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and
executive officers of Broadscale listed in Broadscale’s
registration statement on Form S-4, which is expected to be filed
by Broadscale with the SEC in connection with the business
combination. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
Broadscale’s stockholders in connection with the proposed business
combination will be set forth in the proxy statement/prospectus on
Form S-4 for the proposed business combination, which is expected
to be filed by Broadscale with the SEC in connection with the
business combination.
No Offer or Solicitation
This press release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to buy, sell or
solicit any securities or any proxy, vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act.
Contacts
Investor Relations Contact – Voltus
Sioban Hickie, ICR, Inc.
Eduardo Royes, ICR, Inc.
Investors@Voltus.co
Media Contact – Voltus
Cory Ziskind, ICR, Inc.
VoltusPR@icrinc.com
Broadscale Acquisition Corp.
John Hanna, Chief Financial Officer/Head of Acquisitions
jhanna@broadscalespac.com
Broadscale Acquisition (NASDAQ:SCLEW)
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