Investor Presentaiton
Transaction Overview and Pro Forma Equity Ownership
Transaction Structure
•
.
•
•
CRIS and EVgo anticipate entering into a business combination agreement by
January 22, 2021
The transaction would thereafter be expected to close in Q2 2021
Post-closing, the combined company will be listed on the Nasdaq and retain the
name, "EVgo"
Transaction will utilize Up-C structure and include a tax receivable agreement
Valuation
•
.
Transaction reflects a ~$2.6bn post-money equity valuation for EVgo, representing
a highly attractive opportunity to invest in a leader in the EV charging space
Proceeds from transaction will be used to capitalize the balance sheet with
$575mm, and will be primarily used to fund the buildout of its charging
infrastructure network(1)
Capital Structure
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The transaction will be funded by a combination of $230mm cash held in trust
and $400mm in PIPE proceeds (1)
All-primary transaction; existing EVgo shareholders, including management, are
rolling their equity and are expected to collectively own ~74% of the pro forma
company at closing
Sources & Uses (1)
Pro Forma Valuation (1)(3)
($ in millions)
Share price
$10.00
Pro forma shares outstanding (mm)
263.1
$2,631
Equity value
Plus: debt
Less: cash to balance sheet
Enterprise value
Pro Forma Post Money
Ownership(1)(3)
Existing EVgo
Shareholders
74.4%
(575)
$2,056
PIPE
Investors
15.2%
O
CRIS
Shareholders
8.7%
CRIS Sponsor
Shares
1.6%
($ in millions)
Sources
Uses
CRIS Trust (2
$230
Rollover equity
$1,958
Rollover equity
PIPE
Founder shares
1,958
400
43
Cash to balance sheet
575
Fees & other transaction expenses
Founder shares
55
43
Total sources
$2,631
Total uses
$2,631
1)
2)
Cash in Trust value as of 9/30/20.
3)
Assumes no redemptions from the public shareholders of CRIS.
Values shown assuming $10 per CRIS shares for illustrative purposes; does not include impact of 1.4 million shares of sponsor earn-out, 11.5mm public out-of-the-money warrants
or 6.6mm Sponsor out-of-the-money warrants.
EVgo
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