15 Aug, 2023

One Energy to go public following merger with SPAC TortoiseEcofin

Industrial power solutions company One Energy Enterprises Inc. and special purpose acquisition company TortoiseEcofin Acquisition Corp. III entered into a merger agreement with an implied pre-money enterprise value of $300 million.

The deal will create a new company, called One Power Co., that is expected to be listed on the NYSE under the ticker symbol ONEP.

Under the agreement, One Energy stockholders will receive a number of newly issued common shares of the combined company equal to $300 million minus the amount of debt One Power has at closing, with each share valued at $10 per share, according to an Aug. 15 news release.

After the deal closes, One Energy stockholders will have a contingent right to receive up to an additional 5 million shares when the combined company achieves certain share price targets as noted in the agreement.

One Energy CEO Jereme Kent is expected to be One Power's CEO following the transaction. The boards of TortoiseEcofin and One Energy have approved the deal. Closing is subject to customary closing conditions.

"Entering into a definitive agreement to merge with [TortoiseEcofin] is a monumental step towards our vision of reshaping the utility industry," Kent said in a statement. "With the added financial strength we anticipate from going public, we hope to accelerate our growth plans to continue helping industrial clients take back control of their power and transition to a more sustainable, reliable and cost-effective power solution that is custom engineered to their individual needs."

Cohen & Co. Capital Markets, a division of JVB Financial Group LLC, was One Energy's exclusive financial adviser, lead capital markets adviser and sole placement agent. Nelson Mullins Riley & Scarborough LLP was One Energy's legal counsel. Ellenoff, Grossman & Schole LLP was TortoiseEcofin's legal counsel.

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