One Energy Enterprises Inc., a renewable power company focused on industrial clients, is going public via a blank-check deal valuing the combined firm at $300 million on an enterprise basis.
The company, the largest installer of on-site, utility-scale wind energy in the U.S. for industrial and commercial customers, will merge with TortoiseEcofin Acquisition Corp. III to create One Power Co., listing on the New York Stock Exchange under the symbol ONEP.
“This merger with TRTL is a monumental step toward our vision of reshaping the utility industry,” Jereme Kent, founder and chief executive officer of One Energy, said in a statement, referring to the SPAC by its ticker. “With the added financial strength, we can expedite our growth plans, helping industrial clients transition to a more sustainable, reliable, and cost-effective power solution that is catered to their individual needs.”
Kent, who said he came up with the idea of One Energy while in a bar in Minnesota, chose the SPAC option for the next stage in the company’s growth instead of taking private capital so he could retain control of the company.
“I’m a firm believer that I see the long term vision of this company and I’ve yet to meet the infrastructure fund that fully understood that,” Kent said in an interview. “And so I’d like to stay in charge and I’d like to continue to grow this company into what I think it can be.”
The deal has been structured to be more shareholder friendly than a typical SPAC deal with current One Energy shareholders rolling 100% of their equity into the combined company. Kent is taking a three-year lockup, while the board and the sponsor, Hennessy Capital Growth Partners, are taking a two-year lockup on their shares.
A total of 5.6 million shares have been committed to a contingent share rights (CSR) escrow structure to support non-redemptions and PIPE investment. An additional 2.25 million sponsor shares are being deferred at close and will only vest on a price based earn-out trigger. The trigger for both the CSR and the sponsor earn-out is set at $12 and must be met in the first 24 months.
One Energy, headquartered in Findlay, Ohio, builds, owns, and operates major electrical infrastructure for industrial energy users. Its business lines include on-site wind energy through utility-scale wind turbines, hubs for business such as data centers and semi truck charging, and net zero projects.
The company’s current customers include major industrial firms such as Whirlpool, Marathon Petroleum Corp., Holcim AG, Ball Corp. and Martin Marietta.
Cohen & Company Capital Markets, a division of J.V.B. Financial Group LLC, served as financial and capital markets adviser to the company. Nelson Mullins Riley & Scarborough LLP served as legal counsel. Ellenoff, Grossman & Schole LLP served as legal counsel to TRTL.
(Corrects spelling of Martin Marietta in ninth paragraph)
