ChargePoint Announces $300 Million Financing
April 04 2022 - 4:32PM
Business Wire
Antara Capital LP to Invest $300 Million in
Convertible Senior Notes in a Private Placement
ChargePoint Holdings, Inc. (NYSE: CHPT), a leading electric
vehicle (EV) charging network, today announced that Antara Capital
LP has agreed to make a $300 million investment in ChargePoint
through the purchase of convertible senior notes to support
ChargePoint’s growth initiatives.
Under the terms of the investment, Antara Capital LP will
purchase a total aggregate principal amount of $300 million in
3.50% / 5.00% Convertible Senior Notes due 2027 (the “Notes”). The
transaction is expected to close on April 12, 2022.
The Notes will be convertible at an initial conversion price to
be determined prior to closing. The initial conversion price will
represent a 30.0% premium to ChargePoint’s volume-weighted average
price over a pre-determined period between this announcement and
closing. Upon any conversion, ChargePoint will have the right to
elect settlement in cash, shares or any combination thereof in its
sole discretion.
The gross proceeds from the sale of the Notes are expected to be
$300 million, before deducting fees and estimated offering
expenses.
ChargePoint is permitted to pay interest on the Notes in cash or
through the issuance of additional Notes (“PIK Interest”), at its
election. Interest payments made in cash will be based on an
interest rate of 3.50% per year, and PIK Interest will be based on
an interest rate of 5.00% per year. The Notes will mature on April
1, 2027, unless redeemed, repurchased or converted in accordance
with their terms prior to such date. The Notes will be guaranteed
by ChargePoint’s operating company and wholly owned subsidiary,
ChargePoint, Inc.
Evercore acted as exclusive financial advisor to
ChargePoint.
Additional information regarding this announcement may be found
in a Current Report on Form 8-K that ChargePoint intends to file
with the Securities and Exchange Commission (the “SEC”).
The Notes and any shares of common stock issuable upon
conversion of the Notes have not been registered under the
Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from such registration
requirements. The investment agreement contemplates that the Notes
will be transferrable to qualified institutional buyers pursuant to
Rule 144A under the Securities Act. ChargePoint has agreed to file
a registration statement with the SEC as soon as reasonably
practicable after the closing, registering the resale of the shares
of common stock issuable upon the conversion of the Notes.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities (including the shares of
ChargePoint common stock, if any, into which the Notes are
convertible) and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale
is unlawful.
About ChargePoint
ChargePoint is creating a new fueling network to move people and
goods on electricity. Since 2007, ChargePoint has been committed to
making it easy for businesses and drivers to go electric with one
of the largest EV charging networks and a comprehensive portfolio
of charging solutions available today. ChargePoint’s cloud
subscription platform and software-defined charging hardware are
designed to include options for every charging scenario from home
and multifamily to workplace, parking, hospitality, retail and
transport fleets of all types. Today, one ChargePoint account
provides access to hundreds-of-thousands of places to charge in
North America and Europe. To date, more than 105 million charging
sessions have been delivered, with drivers plugging into the
ChargePoint network approximately every two seconds. For more
information, visit the ChargePoint pressroom,
the ChargePoint Investor Relations site, or
contact ChargePoint’s North American or European
press offices or Investor Relations.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements involve risks, uncertainties, and assumptions,
including, among other things, statements regarding the closing of
the investment, the anticipated use of proceeds and any expected
benefits for ChargePoint from application of the proceeds and the
terms of the Notes. There are a significant number of factors that
could cause actual results to differ materially from the statements
made in this press release, including: the impact of the COVID-19
pandemic, geopolitical events including the Russian invasion of
Ukraine, macroeconomic trends including changes in inflation or
interest rates, or other events beyond our control on the overall
economy, our business and those of our customers and suppliers,
including due to supply chain disruptions and expense increases;
our limited operating history as a public company; the fact that
the Notes may never be converted into common stock, whether because
our business is affected by the factors listed below or otherwise;
our dependence on widespread acceptance and adoption of EVs and
increased installation of charging stations; our current dependence
on sales of charging stations for most of our revenues; overall
demand for EV charging and the potential for reduced demand for EVs
if governmental rebates, tax credits and other financial incentives
are reduced, modified or eliminated or governmental mandates to
increase the use of EVs or decrease the use of vehicles powered by
fossil fuels, either directly or indirectly through mandated limits
on carbon emissions, are reduced, modified or eliminated; supply
chain interruptions and expense increases; unexpected delays in new
product introductions; our ability to expand our operations and
market share in Europe; the need to attract additional fleet
operators as customers; potential adverse effects on our revenue
and gross margins if customers increasingly claim clean energy
credits and, as a result, they are no longer available to be
claimed by us; the effects of competition; risks related to our
dependence on our intellectual property; and the risk that our
technology could have undetected defects or errors. Additional
risks and uncertainties that could affect our financial results are
included under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” in our Form 10-K filed with the SEC on April 4, 2022,
which is available on our website at investors.chargepoint.com and
on the SEC’s website at www.sec.gov. Additional information will
also be set forth in other filings that we make with the SEC from
time to time. All forward-looking statements in this press release
are based on information available to us as of the date hereof, and
we do not assume any obligation to update the forward-looking
statements provided to reflect events that occur or circumstances
that exist after the date on which they were made, except as
required by applicable law.
CHPT-IR
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version on businesswire.com: https://www.businesswire.com/news/home/20220404005948/en/
ChargePoint Jennifer Bowcock VP, Communications
Jennifer.Bowcock@chargepoint.com media@chargepoint.com Patrick
Hamer VP, Capital Markets and Investor Relations
Patrick.Hamer@chargepoint.com investors@chargepoint.com
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