UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 29, 2021
TPG PACE BENEFICIAL FINANCE CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39596 | 98-1499840 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
301 Commerce St., Suite 3300 Fort Worth, Texas |
76102 | |
| (address of principal executive offices) | (zip code) |
(212) 405-8458
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Units, each consisting of one Class A ordinary share and one-fifth of one redeemable warrant | TPGY.U | The New York Stock Exchange | ||
| Class A ordinary shares, par value $0.0001 per share | TPGY | The New York Stock Exchange | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | TPGY WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
As previously announced, on December 10, 2020, TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 353463 (“TPGY”), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) and wholly owned subsidiary of TPGY (“Dutch Holdco”), New TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 and wholly owned subsidiary of Dutch Holdco (“New SPAC”), ENGIE New Business S.A.S., a société par actions simplifiée organized and existing under the laws of France (“Engie Seller”), and EV Charged B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“EVBox Group”), entered into a Business Combination Agreement (as amended, the “BCA” and the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained therein, TPGY would merge with and into New SPAC, with New SPAC surviving as a wholly owned subsidiary of Dutch Holdco, and immediately thereafter, Engie Seller would, directly or indirectly, sell, transfer, assign, convey or contribute to Dutch Holdco all of the issued and outstanding equity interests in EVBox Group.
Item 1.02 Termination of a Material Definitive Agreement
On December 29, 2021, TPGY, Dutch Holdco, New SPAC, Engie Seller and EVBox Group entered into a Termination of the Business Combination Agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the BCA effective as of such date, after taking several factors into consideration. Pursuant to Section 2 of the Termination Agreement, the parties have agreed that as a reimbursement of certain expenses incurred by TPGY in connection with the BCA and the proposed Business Combination as originally contemplated in the BCA, Engie Seller shall make or cause to be made to TPGY a cash payment equal to EUR 15,000,000.
As a result of the termination of the BCA, the BCA is of no further force and effect, and certain transaction agreements entered into in connection with the BCA, including, but not limited to, the Shareholders Agreement, dated as of December 10, 2020 and to be effective as of the closing of the Business Combination, by and among Dutch Holdco, TPG Pace Beneficial Finance Sponsor, Series LLC, a Delaware limited liability company, and Engie Seller, will either be terminated or no longer be effective, as applicable, in accordance with their respective terms.
TPGY intends to continue to pursue the consummation of a business combination with an appropriate target. With the BCA terminated, TPGY, Engie Seller and EVBox Group may (but are not required to) continue to discuss a potential business combination transaction involving TPGY and EVBox Group.
The foregoing descriptions of the BCA and the Termination Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the BCA, which was previously filed as Exhibits 2.1 through 2.4 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) by TPGY on August 6, 2021, and the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Item 8.01 Other Events
On December 29, 2021, TPGY issued a press release announcing the termination of the BCA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| (d) |
Exhibits. The following exhibits are filed with this Current Report on Form 8-K: |
|
Exhibit
|
Description of Exhibits |
|
| 10.1* | Termination of the Business Combination Agreement, dated as of December 29, 2021, by and among TPG Pace Beneficial Finance Corp., Edison Holdco B.V., New TPG Pace Beneficial Finance Corp., ENGIE New Business S.A.S. and EV Charged B.V. | |
| 99.1 | Press Release, dated December 29, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * |
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. |
Forward-Looking Statements
The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, are forward looking statements. When used herein, including any oral statements made in connection herewith, the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact TPGY’s expectations and projections can be found in TPGY’s initial public offering prospectus, which was filed with the SEC on October 8, 2020. In addition, TPGY’s periodic reports and other SEC filings are available publicly on the SEC’s website at http://www.sec.gov.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TPG Pace Beneficial Finance Corp. | ||||||
| Date: December 29, 2021 | By: |
/s/ Eduardo Tamraz |
||||
| Name: | Eduardo Tamraz | |||||
| Title: | Secretary | |||||
Exhibit 10.1
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the registrant treats as private or confidential.
Execution Version
TERMINATION OF THE
BUSINESS COMBINATION AGREEMENT
THIS TERMINATION OF THE BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) is entered into as of December 29, 2021 (the “Termination Date”), by and among TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 353463 (“SPAC”), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Dutch Holdco”), New TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 (“New SPAC”), ENGIE New Business S.A.S., a société par actions simplifiée organized and existing under the laws of France (“Seller”), EV Charged B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company” and together with Seller, the “Seller Parties”), and TPG Pace Finance Sponsor, Series LLC, a Delaware limited liability company (“Pace Sponsor” and together with SPAC, Dutch Holdco and New SPAC, collectively, the “SPAC Parties”). The Seller Parties and the SPAC Parties are referred to herein collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the BCA (as defined below).
RECITALS
WHEREAS, SPAC, Dutch Holdco, New SPAC, Seller and the Company entered into that certain Business Combination Agreement, dated as of December 10, 2020, as amended by that certain First Amendment to Business Combination Agreement, dated as of March 15, 2021, that certain Second Amendment to Business Combination Agreement, dated as of May 31, 2021, and that certain Third Amendment to Business Combination Agreement, dated as of August 6, 2021 (as so amended, the “BCA”);
WHEREAS, in connection with BCA, Dutch Holdco, Seller and Pace Sponsor entered into that certain Shareholders’ Agreement, dated as of December 10, 2020, as amended by that certain First Amendment to Shareholders’ Agreement, dated March 15, 2021 (as so amended, the “SHA”); and
WHEREAS, the Parties desire to terminate the BCA in accordance with Section 9.01(a) thereof and the SHA, in each case, as more fully set forth herein.
NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
TERMINATION
| 1. |
Termination of BCA. Pursuant to Section 9.01(a) of the BCA, SPAC, Dutch Holdco, New SPAC, Seller and the Company hereby agree by mutual consent to terminate the BCA effective as of the date hereof. |
| 2. |
Reimbursement. Pursuant to Section 9.03 of the BCA, as a reimbursement of certain expenses incurred by SPAC in connection with the BCA and the Transactions, Seller shall make or cause to be made to SPAC, within twelve (12) Business Days of the Termination Date, a cash payment equal to EUR 15,000,000 (the “Reimbursement Payment”) by wire transfer of immediately available funds to the following account: |
|
[***] |
| 3. |
Termination of SHA. Dutch Holdco, Seller and Pace Sponsor hereby agree by mutual consent to terminate the SHA effective as of the date hereof. |
| 4. |
Waiver; Release. |
| a. |
Notwithstanding anything to the contrary in the BCA or the SHA, each Seller Party hereby irrevocably and unconditionally waives all claims or causes of action against the SPAC Parties and their respective Nonparty Affiliates and releases the SPAC Parties and their respective Nonparty Affiliates from any and all obligations, liabilities, losses or issues of whatsoever kind of nature, in each case, whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise, whether accrued or unaccrued, whether known or unknown, whether asserted or unasserted, whether suspected or unsuspected, whether disclosed or undisclosed, that have been or could have been, could now be, or could in the future be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the BCA, or the other Transaction Documents, or the negotiation, execution, or performance or non-performance of the BCA, or the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, the BCA, or the other Transaction Documents). |
| b. |
Notwithstanding anything to the contrary in the BCA or the SHA, subject to Seller’s payment of the Reimbursement Payment in accordance with Section 2, each SPAC Party hereby irrevocably and unconditionally waives all claims or causes of action against the Seller Parties and their respective Nonparty Affiliates and releases the Seller Parties and their respective Nonparty Affiliates from any and all obligations, liabilities, losses or issues of whatsoever kind of nature, in each case, whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise, whether accrued or unaccrued, whether known or unknown, whether asserted or unasserted, whether suspected or unsuspected, whether disclosed or undisclosed, that have been or could have been, could now be, or could in the future be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the BCA, or the other Transaction Documents, or the negotiation, execution, or performance or non-performance of the BCA, or the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, the BCA, or the other Transaction Documents). |
| 5. |
Governing Law; Waiver of Jury Trial. Section 10.06 and Section 10.07 of the BCA are hereby incorporated by reference into this Termination Agreement, mutatis mutandis. |
| 6. |
Headings. The headings contained in this Termination Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Termination Agreement. |
| 7. |
Counterparts. This Termination Agreement may be executed and delivered (including executed manually or electronically via DocuSign or other similar services and delivered by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. |
[Signature Pages Follow]
IN WITNESS WHEREOF, SPAC, Dutch Holdco, New SPAC, Seller, the Company and Pace Sponsor have caused this Termination Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
| TPG PACE BENEFICIAL FINANCE CORP. | ||
| By |
/s/ Eduardo Tamraz |
|
| Name: | Eduardo Tamraz | |
| Title: | Secretary | |
| EDISON HOLDCO B.V. | ||
| By |
/s/ Eduardo Tamraz |
|
| Name: | Eduardo Tamraz | |
| Title: | Managing Director | |
| NEW TPG PACE BENEFICIAL FINANCE CORP. | ||
| By |
/s/ Michael LaGatta |
|
| Name: | Michael LaGatta | |
| Title: | Vice President | |
| TPG PACE BENEFICIAL FINANCE SPONSOR, SERIES LLC | ||
| By |
/s/ Michael LaGatta |
|
| Name: | Michael LaGatta | |
| Title: | Vice President | |
SIGNATURE PAGE TO
TERMINATION OF THE
BUSINESS COMBINATION AGREEMENT
| ENGIE NEW BUSINESS S.A.S. | ||
| By |
/s/ Yves Le Gélard |
|
| Name: | Yves Le Gélard | |
| Title: | Chairman | |
SIGNATURE PAGE TO
TERMINATION OF THE
BUSINESS COMBINATION AGREEMENT
| EV CHARGED B.V. | ||
| By |
/s/ Remco Samuels |
|
| Name: | Remco Samuels | |
| Title: | Director | |
| By |
/s/ Imen Marrak |
|
| Name: |
Imen Marrak |
|
| Title: | Director | |
SIGNATURE PAGE TO
TERMINATION OF THE
BUSINESS COMBINATION AGREEMENT
Exhibit 99.1
TPG Pace Beneficial Finance and EVBox Group Mutually Agree to Terminate
Business Combination Agreement
San Francisco and Amsterdam – December 29, 2021 – TPG Pace Beneficial Finance Corp. (NYSE: TPGY.U, TPGY, TPGY WS) (“TPG Pace”), a publicly traded special purpose acquisition company, and EV Charged B.V. (“EVBox Group”), today announced that TPG Pace, Edison Holdco B.V., New TPG Pace Beneficial Finance Corp., ENGIE New Business S.A.S. (“Engie Seller”) and EVBox Group have mutually agreed to terminate their previously announced business combination agreement, effective immediately.
TPG Pace intends to continue to pursue the consummation of a business combination with an appropriate target. With the agreement terminated, TPG Pace, Engie Seller and EVBox Group may (but are not required to) continue to discuss a potential business combination transaction involving TPG Pace and EVBox Group.
About TPG
TPG is a leading global alternative asset firm founded in San Francisco in 1992 with $109 billion of assets under management and investment and operational teams in 12 offices globally. TPG invests across five multi-product platforms: Capital, Growth, Impact, Real Estate, and Market Solutions. TPG aims to build dynamic products and options for its clients while also instituting discipline and operational excellence across the investment strategy and performance of its portfolio. For more information, visit www.tpg.com or @TPG on Twitter.
About TPG Pace Group and TPG Pace
TPG Pace Group is TPG’s dedicated permanent capital platform. TPG Pace Group has a long-term, patient and highly flexible investor base, allowing it to seek compelling opportunities that will thrive in the public markets. TPG Pace Group has sponsored seven special purpose acquisition companies (“SPACs”) and raised more than $4.4 billion since 2015.
TPG Pace raised $350 million in its October 2020 IPO in order to seek a business combination target that combines attractive business fundamentals with, or with the potential for strong environmental, social and governance (“ESG”) principles and practices. For more information, visit https://www.tpg.com/pace-beneficial-finance.
About EVBox Group
Founded in 2010, EVBox Group is a leading global provider of EV charging technologies, empowering forward-thinking businesses to drive sustainable mobility, by offering integrated, flexible and scalable EV charging solutions. For more information, visit evbox.com. For media questions, please reach out to press@evbox.com.
Forward Looking Statements
The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, are forward looking statements. When
used herein, including any oral statements made in connection herewith, the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact TPG Pace’s expectations and projections can be found in TPG Pace’s initial public offering prospectus, which was filed with the SEC on October 8, 2020. In addition, TPG Pace’s periodic reports and other SEC filings are available publicly on the SEC’s website at http://www.sec.gov.
Media Contacts:
TPG/TPG Pace:
Luke Barrett
(415) 743-1550
media@tpg.com
Tom Johnson/Sheila Ennis
Abernathy MacGregor
(917) 747-6990/(510) 604-8027
tbj@abmac.com/sbe@abmac.com
EVBox Group:
Madeline Vidak
madeline.vidak@evbox.com
+31 (0)6 30 71 06 93
General: press@evbox.com
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