Volta SPAC Presentation Deck
Detailed Transaction Overview
$1.4Bn Enterprise Value - $300M PIPE
volta
TRANSACTION HIGHLIGHTS
●
●
●
$345M Tortoise II Cash in Trust + $300M PIPE
$1.4Bn Pro Forma Enterprise Value
$662M Cash on Balance Sheet (assuming no redemptions)
to fund network expansion
Tortoise II shares post merger will trade as VLTA
PRO FORMA OWNERSHIP 2
1
PIPE Investors
14.8%
Tortoise II
Investors
17.0%
Tortoise
Acquisition Corp.Il
Founders' Shares
4.2 %
Existing Volta
Shareholders
64.0 %
51
Sources
Estimated Cash Held in Trust
PIPE Proceeds
Existing Cash
Total Sources
Pre-Money Equity Value 3
(+) Tortoise II Shareholders
(+) PIPE Shareholders
(+) Founder Shareholders
Post-Money Equity Value
(+) Debt
(-) Cash to Balance Sheet
Enterprise Value
Ownership Breakdown
Existing Volta Shareholders
Tortoise II Investors
PIPE Investors
Founders' Shares
Equity Ownership
Sources and Uses
$M
$ 345
300
61
$ 706
Uses
Cash to Balance Sheet
Debt Paydown
Payment of Transaction Fees
Total Uses
Pro Forma Capitalization
Pro Forma Ownership
Shares
(M)
130.0
34.5
30.0
8.6
$M
$ 662
44
$ 706
$ 1,300
345
300
86
$ 2,031
%
52
(662)
$ 1,422
64.0 %
17.0
14.8
4.2
203.1 100.0 %
¹ Existing cash and debt balances are as of 12/31/20.
2 Pro Forma ownership and capitalization assumes no redemptions by Tortoise II shareholders and excludes public warrants
of 8,625,000, private warrants of 5,933,333, Founder Incentive Adjustment Plan shares of 10,500,000 committed to be
awarded (and are subject to vesting based on continued service through January 1, 2022), and Omnibus Incentive Plan
shares of 34,750,000 (16,500,000 of which are committed to be awarded and will be subject to various vesting
requirements).
3 Equity value to Volta's existing shareholders is calculated as 130.0 million Tortoise II shares, using a $10.00 pro forma share
price, on a fully diluted basis (assuming a net share settlement calculation for Volta's outstanding warrants and options
(whether vested or unvested)).View entire presentation