ChargePoint Closes $300 Million Financing
April 12 2022 - 4:10PM
Business Wire
Antara Capital LP Investment of $300 Million in
Convertible Senior Notes in a Private Placement Closes
ChargePoint Holdings, Inc. (NYSE: CHPT), a leading electric
vehicle (EV) charging network, today announced the closing of its
previously announced $300 million investment by funds managed or
advised by Antara Capital LP in ChargePoint through the purchase of
convertible senior notes (the “Notes”) to support ChargePoint’s
growth initiatives.
The Notes will be convertible at an initial conversion price of
$24.03 per share, representing a 30.0% premium to ChargePoint’s
volume-weighted average price over the three consecutive trading
days after the announcement of the transaction. 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 were approximately
$300 million, prior to deducting fees and estimated offering
expenses.
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. The ChargePoint 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 110 million charging sessions have been delivered,
with drivers plugging into the ChargePoint network every two
seconds or less. For more information, visit the ChargePoint
pressroom, the ChargePoint Investor Relations site, or contact the
ChargePoint North American 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 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/20220412005886/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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