Retail Supplier Parent Sells Majority In EV Charging Network, Software Company; Retains 40% Ownership

December 11, 2020

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Reporting by Paul Ring • ring@energychoicematters.com

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TPG Pace Beneficial Finance Corp., a publicly traded special purpose acquisition company ("SPAC") formed by TPG, announced it has entered into a definitive agreement with ENGIE New Business S.A.S., a wholly owned subsidiary of ENGIE S.A. ("Engie"), to acquire its subsidiary EV Charged B.V. (the "Company", "EVBox" or "EVBox Group") for a combination of cash and equity.

ENGIE will retain a more than 40 percent ownership stake in EVBox and expects to continue as a key partner of the Company following the transaction.

EVBox is a global provider of smart charging solutions for electric vehicles ("EV") with Europe’s largest installed base of charging solutions and a cloud-based software offering.

"The transaction is expected to provide EVBox with significant growth capital to expand its reach globally, with focus on Europe and North America, and broaden its technology portfolio, positioning the company to drive and benefit from the growing wave of EV adoption," the companies said

Following the transaction, EVBox expects to have more than $425 million of cash on its balance sheet, including a portion of the proceeds of TPG Pace’s fully committed Private Investment in Public Equity ("PIPE") of $225 million, $100 million from TPG Pace’s Forward Purchase Agreements and $350 million of cash held in TPG Pace’s trust account.

The business combination values EVBox at an implied $969 million enterprise value. Upon transaction closing, and assuming no redemptions by TPG Pace stockholders, EVBox is expected to have a total pro-forma equity value of approximately $1.394 billion.

TPG Pace raised capital through an initial public offering for the purpose of entering into a merger, stock purchase or similar business combination with one or more businesses. The combined company will be renamed EVBox Group. Its common shares and warrants are expected to be listed on the New York Stock Exchange (the "NYSE") under the ticker symbols "EVB" and "EVB WS". Upon closing, EVBox will have a nine person board and a majority of independent directors.

Cash proceeds raised in the transaction will be used to fund operations, support growth and notably pay cash consideration of up to $180 million to ENGIE.

ENGIE expects that the transaction will result in a net debt decrease of ca 0.2 bn€ and EVBox no longer being consolidated in its accounts, with ENGIE’s remaining approximate 40+% shareholding accounted by the equity method.

The transaction is subject to approval by the TPG Pace shareholders and other customary closing conditions. Both ENGIE and TPG Pace have all other required approvals for the proposed transaction. The transaction is expected to close late Q1 2021.

EVBox offers a portfolio of both hardware and enterprise software solutions and has more than 190,000 charge ports across 70 countries. The Company’s growth is driven by sales of equipment as well as recurring-revenue software subscriptions, services and transaction processing fees.

"As part of its refocus on renewables and clean technology, ENGIE acquired EVBox in 2017. Since then, EVBox has been at the forefront in providing EV charging solutions in Europe," said Yves Le Gélard, Executive Vice President, Chief Digital Officer at ENGIE. "We have been impressed by EVBox’s pace of technology development and look forward to the Company’s continued evolution as an independent publicly traded company. The acquisition of EVBox enabled ENGIE to quickly step into the electric charging market, and to build strong positions across Europe. ENGIE now plans to focus its efforts towards design and operation of EV charging infrastructures. eMobility remains at the core of our strategy and we look forward to EVBox being a strong partner to ENGIE."

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