Electric vehicle charging network Volta to go public in $2B-plus deal

Electric vehicle charging company Volta Industries Inc. agreed to combine with Tortoise Acquisition Corp. II, a blank-check company targeting energy sustainability and decarbonizing transportation.

The merged company will operate as Volta Inc. and will trade on the NYSE under the ticker VLTA upon closing, expected late in the second quarter.

The pro forma implied market capitalization of the combined company is more than $2 billion at the $10.00 per share private investment in public equity, or PIPE, subscription price and assuming minimal redemptions by public shareholders of Tortoise.

The transaction includes an upsized $300 million fully committed private placement of common stock in the combined company, anchored by institutional investors including BlackRock Inc.-managed funds and accounts, Fidelity Management & Research Co. LLC and Neuberger Berman Group LLC funds.

Approximately $600 million of net proceeds from the PIPE offering will be used to accelerate Volta's buildout of its charging network. It is also expected to receive $345 million of cash held in trust assuming minimal redemptions by Tortoise's public shareholders.

The funds will be used to boost product commercialization, product production, demand generation efforts, operational growth and for general corporate purposes.

All current Volta shareholders and investors will continue to keep their equity interest in the combined company, including its management. Existing Volta securityholders will roll all of their equity in the deal and are expected to own about 64% of the company.

Volta Founder and CEO Scott Mercer and co-founder and President Chris Wendel will remain at the helm of the combined entity, and will be joined by the company's executive team.

The company's board will consist of existing members from the two parties, including Mercer, Wendel, Tortoise CEO and Chairman Vince Cubbage, Virgo Investment Group's Eli Aheto and Energize Ventures' John Tough. Kathy Savitt, president and chief commercial officer of Boom Supersonic, and Martin Lauber, managing partner at 19York, will join the board.

The deal has been approved by the respective boards of the parties and is subject to shareholder approval, the satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, among other things.

Goldman Sachs & Co. LLC is financial adviser to Volta, while Orrick Herrington & Sutcliffe LLP is its legal adviser. Barclays Capital Inc. was M&A adviser to Tortoise, while Vinson & Elkins LLP was its legal counsel. Barclays Capital and Goldman Sachs were joint placement agents on the PIPE offering.