Evolve Transition Infrastructure LP (“Evolve”) (NYSE American:
SNMP) today announced an agreement (the “Agreement”) with Nuvve
Holding Corp. (“Nuvve”) (Nasdaq: NVVE), a global technology leader
accelerating the electrification of transportation through its
proprietary vehicle-to-grid (V2G) platform, and certain investment
vehicles managed by Stonepeak Partners LP (“Stonepeak”), a private
equity firm specializing in infrastructure investing, to pursue the
formation of a new sustainable infrastructure joint venture called
Levo Mobility LLC (“Levo”). Upon signing of definitive documents
and closing, Levo will utilize Nuvve’s proprietary V2G technology
and capital from Stonepeak and Evolve to help accelerate the
deployment of electric fleets, including thousands of zero-emission
electric school buses for school districts nationwide through “V2G
hubs” and Transportation-as-a-Service (“TaaS”).
Stonepeak and Evolve plan to deploy up to an
aggregate $750 million capital commitment to Levo, with a maximum
of 10% of such capital commitment being funded by Evolve. Levo
expects to initially focus on electrifying school buses and
associated charging infrastructure plus V2G services to provide
safer and healthier transportation for children while supporting
CO2 emission reduction, renewable energy integration, and improved
grid resiliency. Levo also plans to work with commercial fleets
such as last-mile delivery, ride hailing and ride sharing, and
municipal services.
Beyond intelligent charging, Nuvve’s V2G
platform allows electric vehicle (“EV”) batteries to store energy,
including renewables such as solar and wind, and then safely
discharge part of this stored energy back to the grid while parked
and plugged in. Additionally, V2G allows EVs to earn revenue by
combining energy from multiple batteries to form virtual power
plants (“VPPs”) and access energy markets, sell energy back to the
grid, and perform services that stabilize the grid.
Levo’s initial focus on school buses comes at a
time when the Biden-Harris administration has prioritized
electrification of the 480,000 school buses in the U.S. through its
Infrastructure Plan. Building on this, Lawmakers recently announced
a $25 billion bill to electrify school buses and, increasingly,
school districts are seeking to convert to zero emission vehicles
to provide cleaner rides for students.
Today, approximately 95% of school buses are
fueled by diesel, but making the switch to electricity is often a
challenge due to high upfront capital costs and the complexity of
deploying and managing electric charging infrastructure. Levo plans
to address these obstacles through flexible options including a
fully financed offering that covers the upfront costs of electric
buses coupled with a complete charging solution powered by Nuvve’s
V2G technology. Levo’s customers would sign contracts for their
electric fleets, regardless of size, that would provide for
predictable and known budget savings.
LEVO JOINT VENTURE DETAILS
Pursuant to the Agreement, Nuvve, Stonepeak, and
Evolve agree to negotiate in good faith to finalize the definitive
agreements for the formation of Levo within 90 days (the
“Closing”). Upon Closing, Stonepeak and Evolve will fund Levo’s
acquisition and development of agreed assets and infrastructure up
to an aggregate capital commitment of $750 million, with such
capital commitment expected to be funded 90% by Stonepeak and 10%
by Evolve. Stonepeak and Evolve would be granted the ability to
upsize their capital commitments upon deployment of the initial
$750 million. There can be no assurance that the parties will enter
into definitive agreements for the joint venture on the terms
described in this press release or at all.
In connection with the Agreement, Nuvve,
Stonepeak and Evolve also entered into a Securities Purchase
Agreement (“SPA”), and a Registration Rights Agreement, each dated
as of the date hereof. In addition, Stonepeak received warrants to
purchase an aggregate of 5.4 million shares of Nuvve common stock
and Evolve received warrants to purchase an aggregate of 600,000
shares of Nuvve common stock (collectively, the “Warrants”).
Vesting of certain of the Warrants is conditioned upon Levo
deploying varying aggregate amounts of capital over time.
In connection with the Agreement, Nuvve also
granted Stonepeak and Evolve an option to purchase in aggregate 5
million Nuvve shares of common stock at $50 per share.
Nuvve will seek shareholder approval for the
issuance of shares of common stock pursuant to the Warrants and SPA
to the extent required by Nasdaq rules.
Definitive agreements for the joint venture are
expected to be signed and the Closing is expected to occur prior to
the end of July 2021. Kirkland & Ellis LLP served as legal
advisor to Stonepeak, and Coho Strategies and Emergent Strategic
Partners provided commercial diligence and strategic planning, DNV
served as technical advisor, and KPMG provided financial diligence
support to Stonepeak. Mintz, Levin, Cohn, Ferris Glovsky and Popeo,
P.C., and Graubard Miller served as legal advisors to Nuvve. Sidley
Austin LLP and Hunton Andrews Kurth LLP served as legal advisors to
Evolve.
FORWARD LOOKING STATEMENTS
This press release contains, and our officers
and representatives may from time to time make, “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
All statements, other than statements of present or historical
fact, included in this press release are forward-looking
statements. Any statements that refer to our future financial
performance, strategy, expansion plans, future operations, future
operating results, estimated revenues, losses, projected costs,
prospects, plans and objectives of management, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements.
Forward-looking statements in this press release may include, for
example, statements about the signing of definitive agreements for,
and the anticipated benefits of, the Stonepeak joint venture (the
“JV”), and the JV company, Levo, prospects of Nuvve, prospects of
Levo, and other statements about the JV and Levo. In some cases,
you can identify forward-looking statements by terminology such as
“may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”
“intend,” “believe,” “estimate,” “continue,” “goal,” “project” or
the negative of such terms or other similar expressions. We have
based these forward-looking statements on our current expectations
and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties
and assumptions about us, Stonepeak, Nuvve, Levo, and the JV that
may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or
implied by such forward looking statements. Management cautions all
readers that the forward-looking statements contained in this press
release are not guarantees of future performance, and we cannot
assure any reader that such statements will be realized or the
forward-looking events and circumstances will occur. Actual results
may differ materially from those anticipated or implied in
forward-looking statements. Our Annual Report on Form 10-K for the
year ended December 31, 2020, our Quarterly Report on Form 10-Q for
the three months ended March 31, 2021 and other filings with the
SEC discuss some of the important risk factors that may affect our
business, results of operations, and financial condition and you
are encouraged to read such filings. The forward-looking statements
speak only as of the date made, and other than as required by law,
we do not intend to publicly update or revise any forward-looking
statements as a result of new information, future events or
otherwise. These cautionary statements qualify all forward-looking
statements attributable to us or persons acting on our behalf.
ABOUT EVOLVE TRANSITION INFRASTRUCTURE
LP
Evolve Transition Infrastructure LP is a
publicly-traded limited partnership focused on the acquisition,
development and ownership of infrastructure critical to the
transition of energy supply to lower carbon sources. We own natural
gas gathering systems, pipelines and processing facilities in South
Texas and continue to pursue energy transition infrastructure
opportunities.
ADDITIONAL INFORMATION
Additional information about Evolve can be found
in our documents on file with the SEC which are available on our
website at www.evolvetransition.com and on the SEC’s website at
www.sec.gov.PARTNERSHIP CONTACTCharles C.
WardChief Financial Officerir@evolvetransition.com(713)
800-9477
Evolve Transition Infras... (AMEX:SNMP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Evolve Transition Infras... (AMEX:SNMP)
Historical Stock Chart
From Jul 2023 to Jul 2024