FIRST RESERVE SUSTAINABLE GROWTH CORP

LIQUIDATEDFRSG FRSGW

All data as of

*Stock quotes may be delayed

DefaultAt-Risk Capital PromoteTrust ValuesAll

Events Timeline

Filings

Transaction Details

LIQUIDATION – 3/3/23 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be March 7, 2023.
    • The per-share redemption price will be approximately $10.16

The below-announced combination was terminated on 3/17/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Juuce Limited (EO Charging) [TERMINATED on 3/17/22 – LINK]

ENTERPRISE VALUE: $675 million
ANTICIPATED SYMBOL: EOC

First Reserve Sustainable Growth Corp. proposes to combine with Juuce Limited, which trades as EO Charging (“EO” or “the Company”), a leading provider of technology-enabled turnkey solutions for electric vehicle (“EV”) fleets.

EO, founded in 2014 and headquartered in the UK, is a provider of technology-enabled turnkey solutions for EV fleets integrating charging infrastructure, software, and services solutions specifically focused on vehicle fleets, addressing the complete life cycle needs specific to commercial and governmental fleet operators.

The Company’s customer-centric approach to fleet electrification enables logistics operators to align fleet charging solutions to the unique aspects of their business through a fit-for-purpose turnkey offering. EO’s industry-leading EV charging solutions allow fleet managers to monitor their vehicles, manage charging costs and optimize operations, without relying on multiple service providers along the EV charging value chain.

EO currently serves some of the world’s leading corporations in the UK and Europe such as Amazon, DHL, Go-Ahead, Tesco, and Uber. EO has deployed approximately 50,000 chargers in more than 35 countries worldwide since its inception. The Company ranked number 27 on the Financial Times’ FT1000 list of Europe’s fastest-growing companies in 2021, the highest position of any company operating in the EV sector on the list.


SUBSEQUENT EVENT 2/17/22 – 8-K LINK

On February 16, 2022, the Company, Juuce, EO and Merger Sub entered into the First Amendment to Business Combination Agreement (the “First Amendment”), pursuant to which the parties extended the Outside Date from February 8, 2022 to March 11, 2022.


TRANSACTION

  • The transaction implies a Pro-forma enterprise value of the combined company of $675 million and is expected to provide $222 million in gross proceeds assuming no redemptions by FRSG’s public stockholders.
  • Total proceeds include over $150 million to fully fund EO’s growth plans, retire any outstanding indebtedness, and for transaction fees and expenses, with the remainder paid as cash consideration to existing shareholders, in addition to the equity in the combined company to be received by existing shareholders.

First Reserve Transaction Overview


PIPE

  • There is no PIPE on this transaction.

EARNOUT

  • 20% of Founder Shares subject to earnout based on hurdle of $12.50 for 20 of 30 trading days

SPONSOR SUPPORT AGREEMENT

  • In connection with the execution of the Business Combination Agreement, on August 12, 2021, the Sponsor entered into a letter agreement with the Company and each member of the board of directors of the Company (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed to:
    • (i) Waive the anti-dilution rights set forth in the Company’s amended and restated certificate of incorporation with respect to shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) held by it.
    • (ii) Vote all the Class A Common Stock and Founder Shares held by it in favor of the adoption and approval of the Business Combination Agreement and the Business Combination.
    • (iii) Not transfer the Founder Shares (or EO Ordinary Shares issuable upon conversion thereof in the Merger) until the earlier of the Closing and any valid termination of the Business Combination Agreement.
    • (iv) Subject 20% of the total EO Ordinary Shares issued to Sponsor as part of the Business Combination to potential forfeiture if, within five years of Closing, the VWAP of the EO Ordinary Shares does not equal or exceed $12.50 per share for any 20 Trading Days within any 30 consecutive Trading Day period.

LOCK-UP

  • (A) For each Juuce Holder other than Charlie Jardine, the period beginning on the closing date of the Business Combination and ending on the earlier of :
    • (1) the date that is one-hundred-eighty (180) days after such date.
    • (2) A Change of Control (as defined in the Sponsor Lock-up Agreement).
  • (B) For Charlie Jardine and the FRSG Holders, the earlier of:
    • (i) one (1) year after the closing date of the Business Combination or
    • (ii) subsequent to the closing date of the Business Combination,
      • (a) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one-hundred-fifty (150) days after the closing date of the Business Combination.
      • (b) A Change of Control.

NOTABLE CONDITIONS TO CLOSING

  • First Reserve Sustainable Growth Corp. having cash in the trust account of not less than $91,392,864.

NOTABLE CONDITIONS TO TERMINATION

  • Subsequent Event – On February 16, 2022, the Company, Juuce, EO and Merger Sub entered into the First Amendment to Business Combination Agreement, pursuant to which the parties extended the Outside Date from February 8, 2022, to March 11, 2022.
  • By First Reserve Sustainable Growth Corp. or Juuce Limited if the Closing of the Business Combination Agreement has not occurred prior to the date that is 180 days after the execution of the Business Combination Agreement (the “Outside Date”).

ADVISORS

  • Evercore is acting as financial and capital markets advisor to EO.
  • Weil, Gotshal & Manges LLP is acting as legal advisor to EO.
  • Barclays is acting as sole financial advisor to FRSG.
  • Barclays and Goldman Sachs are acting as capital markets advisors to FRSG.
  • Vinson & Elkins L.L.P. is acting as legal advisor to FRSG.

MANAGEMENT & BOARD


Executive Officers

Neil A. Wizel, 43
Chief Executive Officer and Director

Neil Wizel has served as our Chief Executive Officer and a member of our Board of Directors since January 2021.  Mr. Wizel is a Managing Director of First Reserve, which he joined in 2007. Mr. Wizel’s primary responsibilities include investment origination, execution and exit, focusing on infrastructure and logistics/distribution assets and industrial service and manufacturing companies, all within the energy value chain.  Mr. Wizel also works closely with Mr. Krueger, Mr. Reaves and the other senior members of the First Reserve team on overall investment strategy, portfolio management, talent development and strategic planning for First Reserve.  Prior to joining First Reserve, Mr. Wizel was a member of the Investment Staff at Greenbriar Equity Group, a private equity firm with a focus on business services and advanced manufacturing in select industrial sectors.  Prior to Greenbriar, he was a Financial Analyst in the Leveraged Finance/Financial Sponsor Group at Credit Suisse First Boston. Mr. Wizel serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including several of the companies through which First Reserve is progressing sustainability and ESG-related growth strategies, most notably Hoover Circular Solutions, Refuel and Lamons.  Mr. Wizel holds a B.A. from Emory University.


Thomas S. Amburgey, 34
Chief Financial Officer and Director

Thomas Amburgey has served as our Chief Financial Officer and Director since January 2021. Mr. Amburgey is a Director of First Reserve, which he joined in 2012. During his time at First Reserve, Mr. Amburgey has been focused on investing across the global energy value chain, with particular emphasis on critical infrastructure and value-added equipment, manufacturing and services, and is currently responsible for helping lead First Reserve’s investment initiatives across sustainability and energy transition as well as its internal ESG Group. Mr. Amburgey serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including several of the companies through which First Reserve is progressing sustainability and ESG-related growth strategies, most notably Lamons. Prior to joining First Reserve, he was an Analyst in the Financial Sponsors and Leveraged Finance division at UBS Investment Bank. Mr. Amburgey holds a B.B.A. and a Master of Accountancy from the University of Georgia.


Board of Directors

Alex T. Krueger, 46
Chairman of the Board

Mr. Krueger is President and Chief Executive Officer of First Reserve which he joined in June 1999.  He is responsible for overall investment, asset management, strategic planning, and operations of First Reserve and its funds, as well as leading its internal ESG Group.  Prior to joining First Reserve, Mr. Krueger worked in the energy group of Donaldson, Lufkin & Jenrette in Houston. Mr. Krueger serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including most recently, Ascent Resources, LLC, and IOG Resources, LLC. Additionally, Mr. Krueger currently serves on the Advisory Boards of BlackRock Global Energy & Power Infrastructure Fund I and Fund II and Blue Bear Capital, LLC. Mr. Krueger holds B.S. degrees in Chemical Engineering and Finance and Statistics from the University of Pennsylvania.


Gary D. Reaves, 42
Director

Mr. Reaves is a Managing Director of First Reserve, which he joined in 2006. Mr. Reaves’s primary responsibilities include investment origination, execution and exit, focusing on midstream infrastructure and logistics assets and the equipment, manufacturing and services businesses focused on midstream and downstream infrastructure and other industrial end markets. Mr. Reaves also works closely with Mr. Krueger, Mr. Wizel and the other senior members of the First Reserve team on overall investment strategy, portfolio management, talent development and strategic planning for First Reserve.  Prior to joining First Reserve, Mr. Reaves was an Analyst in the Global Energy Group at UBS Investment Bank. He also spent time as an Analyst in Financial Advisory Services for Howard Frazier Barker Elliot, Inc. Mr. Reaves serves or has served on the board of directors of various First Reserve portfolio companies or affiliates, including:  USA DeBusk, IRISNDT Inspection & Engineering Inc., Lamons, LineStar Integrity Services, Eagle Infrastructure Services, Refuel, Blue Racer Midstream, LLC, Crestwood Equity Partners LP (NYSE: CEQP), and Petroshale Inc. (TSXV: PSH). Mr. Reaves holds a B.B.A. from the University of Texas.


E. Perot Bissell, 61
Director 

Mr. Bissell has over 35 years of investment and management experience. Since 2016, Mr. Bissell has been a Managing Partner at Egis Capital Partners, a private equity firm focused on acquiring technology-driven businesses in the security and protection industry. Mr. Bissell has also been a board member of Acadia Health Care Company since 2013, serving on the audit and finance committees and chairing the nominating and governance committee. From 2017 to 2019, he served on the board of directors of Cactus Fuels, LLC, a Permian based fuel and lubricant distribution platform. From 2013 to 2015, Mr. Bissell was the CEO of Next Generation Energy Logistics, a private equity-backed platform in the downstream energy logistics space. From 2012 to 2013, Mr. Bissell served as Vice Chairman of Pilot Logistics Services, a provider of drilling and exploration support services. From 2004 to 2012, Mr. Bissell served as a board member and CEO of Maxum Petroleum, where he was responsible for over $300 million of acquisition and divestiture activity. Under his leadership, Maxum grew to become the largest independent distributor of lubricants and diesel fuel in North America. Mr. Bissell led 18 follow-on acquisitions, multiple capital raises, and oversaw the eventual sale of the company to Flying J in 2012. From 1997 to 2005 Mr. Bissell was a partner at Northwest Capital Appreciation, a firm specializing in providing capital and advisory services to middle market companies. During his time at Northwest Capital Appreciation, he led an investment in AGS Security, serving as its interim CEO and overseeing 33 follow-on acquisitions. He also served as a senior executive and partner of SLP Capital from 1996 to 2001, then the largest specialty lender to security alarm dealers. Mr. Bissell has a Bachelor’s Degree in History from Columbia University.


Mary Anne Brelinsky, 46
Director 

Ms. Brelinsky is currently the president of EDF Energy North America, which includes EDF Trading and EDF Energy Services, where she is responsible for EDF’s Power and Natural Gas Retail businesses, the Generation Services business, as well as Gas and Power Trading Desks in the U.S. and Canada. EDF is the world’s largest utility and producer of low carbon electricity. After joining EDF Trading in 2008, Ms. Brelinsky served as a Vice President responsible for the Texas power business. While in that role, she grew EDF’s customer base to include energy management and optimization services for industrial loads and generation customers ranging from natural gas, wind, battery storage, and solid fuel power stations. Thereafter, she was promoted to President in 2014. Prior to EDF, Mary Anne held positions with Reliant Energy where she managed the Structuring and Pricing Desk and developed power products for Reliant’s Large Commercial and Industrial clients. During her tenure at Reliant from 2003 to 2006, she also built and managed the Customer Transaction Desk, which was responsible for the execution of gas, power, heat rate, and ancillary service transactions for retail customers. In 2000, Mary Anne accepted a position with Dynegy where she managed large cogeneration power plants and developed strategies for the company’s assets under the Texas deregulated market. She also traded long-term positions for Texas and California generation assets. Ms. Brelinsky started her career with the Exxon Chemical Company where she held several engineering and plant operations positions. Ms. Brelinsky has been recognized as one of the industry’s Thought Leaders by the Energy Thought Summit, received the Houston Business Journal’s Women in Energy Leadership Award, and the Greater Houston Women’s Chamber of Commerce Breakthrough Woman Award. Ms. Brelinsky serves on the Board of Directors for Atlas Scholars, the Gulf Coast Power Association, the Greater Houston Women’s Chamber of Commerce, the University of Houston’s Energy Advisory Board, and the Renewable Energy Alliance of Houston. She has an engineering degree from Rensselaer Polytechnic Institute and an MBA from the University of Houston-Clear Lake.


Amy Francetic, 54
Director 

Ms. Francetic is the founder and Managing General Partner of Buoyant Ventures, a new venture fund in Chicago that aims to invest in digital climate solutions for energy, transportation, agriculture, and the built environment. Her career spans over 20 years of high technology entrepreneurship, private equity, and research. Ms. Francetic previously founded and led Energize Ventures, a $165 million venture fund that invests in digital technologies that optimize energy equipment and infrastructure, where she oversaw the Fund’s investment activities and operations. She also co-founded and served as CEO of technology accelerator Clean Energy Trust, which has invested in dozens of early-stage clean energy companies across the Midwestern US, before transitioning into her current role as Chairman of the Board of Directors. Ms. Francetic also held roles at private equity firm MVC Capital and at Stanford Research Institute where she worked on an early version of the voice recognition technology that became Siri. Earlier in her career, Ms. Francetic was co-founder and CEO of a consumer technology company that was funded by Microsoft co-founder Paul Allen, before it was sold to the Danish toy company, Lego Systems. Ms. Francetic also helped fundraise for mobile gaming company, GluMobile, on whose board she served until it went public on the NASDAQ. In addition to the Clean Energy Trust board, Ms. Francetic serves on the Advisory Board for the WISER Institute at the Illinois Institute of Technology. In 2020, she was recognized for the third time as one of Chicago’s Top 50 Technology Leaders by Crain’s. In 2015, Ms. Francetic was an Emerging Leader at the Chicago Council for Global Affairs and in 2014 she was awarded the Corporate Citizen of the Year Award from the Executives’ Club of Chicago, and Leading Woman in Technology from the Illinois Technology Association. Ms. Francetic is a regular lecturer in energy and entrepreneurship at Northwestern University and the University of Chicago’s Law School. She has a BA from Stanford University.


Adam Grosser, 60
Director 

Mr. Grosser has over 35 years of management and investment experience, including public market transaction expertise, and most recently served as Group Head and Managing Director of Silver Lake Kraftwerk, a strategy of Silver Lake Partners; a global technology investment firm with approximately $75 billion of combined assets under management and committed capital, where he led successful private equity investments across the energy, automation, mobility, and data communications sectors. Previously, Mr. Grosser was a General Partner at Foundation Capital, an early-stage, technology-focused venture capital firm, where he managed a $2.5 billion global venture fund focused on investment opportunities in semiconductors, systems, data communications, and energy.  Prior to that, Mr. Grosser served as President of @home Network, the developer of cable broadband, which successfully launched its initial public offering (“IPO”) during his tenure. Before @home, Mr. Grosser was the CEO of Catapult Entertainment Inc., a company he also led through its IPO and which he co-founded to develop the real-time, multi-player game network XBAND. Mr. Grosser also served as a Senior Vice President of Sony Pictures Entertainment, where he was responsible for managing Sony’s entry into Broadband Services and their relationship with Direct TV for satellite television and related products.  Mr. Grosser was recruited to Sony from Lucasfilm Ltd. where he was responsible for a new business line focused on gaming, software, and education. Mr. Grosser started his career at Apple Computer in 1979 as an Engineering Intern responsible for hardware design of the Apple II+ before receiving assignments of increasing responsibility that culminated in his role as Director of Engineering. Mr. Grosser is widely recognized for his work and has been presented with several noteworthy distinctions and awards including the Sir Edmund Hillary Fellowship, which seeks to incubate solutions to global problems and make a lasting impact on the world, which was presented to him by the Government of New Zealand in 2020.  He was also featured on the Forbes Midas List for four consecutive years from 2007 – 2010 and has been the recipient of three ID Magazine “Design of the Year” awards.  Mr. Grosser is highly involved in the community and has co-taught and lectured at both Stanford University and the University of California, Berkeley. Mr. Grosser holds BA, MS, and MBA degrees from Stanford University.


Marvin Odum, 62
Director 

Mr. Odum has 35 years of corporate leadership and operations experience focused on the energy industry and previously served as Chairman and President of Shell Oil Company from 2008 to 2016 and was a director and executive committee member of Royal Dutch Shell from 2009-2016.  While Chairman, he was tasked with establishing and advocating innovative, industry-leading solutions to the challenge of securing safe, secure and sustainable energy sources. Most recently, Mr. Odum serves as the Chairman and CEO of TerraLithium and Chairman of AAL LLC, which are focused on low carbon energy technology solutions that provide manufacturers a more responsible way to source ultra-pure lithium to support the domestic electrification of the economy. Throughout his career, Mr. Odum has directed a broad portfolio of assets across the energy value chain ranging from traditional oil and gas to biofuels and renewable energy. Mr. Odum is a board member of Europe-based Stena International SA and Stena Drilling Ltd focused primarily on international shipping and offshore drilling.  Mr. Odum is a member of the Council on Foreign Relations, a board member of the National Urban League and Board of Visitors member of MD Anderson Cancer Center.  He previously served on the boards of the American Petroleum Institute, the World Business Council for Sustainable Development and the Dean’s Council of the John F. Kennedy School of Government at Harvard University.  In September 2017, Mr. Odum led the City of Houston’s response to Hurricane Harvey as the Chief Recovery Officer (pro bono).  In April 2020, Mr. Odum was again called upon by the City of Houston and this time as the COVID-19 Relief and Recovery Czar. He is also involved with several charities in the Houston area. Mr. Odum earned a bachelor’s degree in mechanical engineering from The University of Texas at Austin and a master’s degree in business administration from the University of Houston.


Contact Info

logo

Copyright © 2023 SPACInsider, Inc. All Rights Reserved