Category Archives: Renewables

Sunnova CFO to step down

Rob Lane, the CFO of Sunnova International, will be leaving the company. He will leave on the earlier of June 30, 2024 or the appointment of a new CFO. The company has engaged a retained search firm to find his successor.



Sunnova provides solar power systems and other related products such as chargers and energy storage through a network of dealers and partners. Typically, Sunnova funds the initial investment of a system and generates revenue from leasing or power contracts with the customer. The company has its head office in the Greenway Plaza area of Houston.

The company started in 2013 and its operating losses have increased along with its revenues in recent years. In 2023, the company had revenues of $720 million and an operating loss of $243 million. An operating cash flow outflow of $238 million was swamped by a further $2.5 billion in cash used for investing activities.

Maturing debt wall

The problem for the company is that it has gross debt of $7.8 billion, with $2.3 billion of that due to mature before the end of 2025. Rising interest rates have created a double whammy with debt servicing costs rising and revenues growing more slowly as customers become more reluctant to take out leases.

According to a report in Bloomberg on May 1, the company is receiving advice from Moelis & Co on its balance sheet options.

Severance

Mr. Lane joined Sunnova as CFO in May 2019 and guided the company through its Initial Public Offering a couple of months later. He joined from Spark Energy, another Houston-based public company.

CEO John Berger, who also joined the company just before the IPO agreed with Mr. Lane that now was a logical time for a CFO transition. Mr. Lane will receive a severance of six months salary and a target annual bonus.

SEC filing – 8-K Sunnova CFO resigns

 

CFO of struggling Battery company steps down

Microvast CFO, Craig Webster, is to step down and become special advisor to the CEO for one year. No immediate replacement has been named.



Microvast manufactures lithium-ion batteries for commercial electric vehicles. It has a 1,400,000 sq.ft. factory in Huzhou, China and it is in the process of building a 577,000 sq. ft. facility in Clarksville, Tennessee. It has its corporate office in Stafford, TX with other facilities in Florida,  Colorado and Germany.

The company got embroiled in political controversy last year. Originally it was awarded a $200 million grant from the Department of Energy to help finance the Clarksville plant, but the grant was rescinded in May 2023 due to the company’s alleged links with the Chinese government.

CEO Yang Wu resides in Hawaii. The company went public via a SPAC in July 2021. Like many companies taken public in this way, its shares are under water and now trade at 52 cents. For 2023, it had revenue of $307 million and a net loss of $106 million.

The company has shelved completion of the Tennessee facility while it seeks financing.

Mr. Webster became CFO two years ago, though he has been a non-exec director since 2012. A UK citizen, he was living in New Zealand at the time of his appointment. He agreed to relocate to the US after his appointment, though the company just paid for the costs of his immigration expenses.

Under the terms of his separation, Mr. Webster will receive a lump-sum payment of $48,000 and a monthly salary of $16,667 until April 2025.

SEC filing – 8-K – Microvast CFO resigns

 

 

Two Houston companies taken public by SPACs

Verde Clean Fuels, a Houston-based company that aims to supply gasoline derived from renewable feedstocks, has been taken public by CENAQ Energy Corp, a SPAC also based in Houston.



Verde owns proprietary technology that is designed to produce gasoline from waste feedstocks (e.g. food waste, paper, grass, leaves and other greenwaste) that are otherwise landfilled. It has a demonstration facility in New Jersey. The company is conducting front-end engineering design for its first commercial facility near Phoenix, Arizona. It expects to spend $130 million in capex and complete the plant in the second half of 2024. Further plants are planned in Bakersfield, CA and Odessa, TX

The transaction values Verde at an enterprise value of $250 million or 1.8 times projected 2025 EBITDA and leaves $220 million of cash on the balance sheet to fund the initial capex and operating losses.

CEO Ernie Miller has been with the Verde (or its predecessors) since 2017. He initially joined as CFO and Chief Commercial Officer. Prior to that, he spent 12 years as CFO at Rodeo Resources, an E&P and midstream company. Prior to that, he spent 5 years at Calpine, organizing financing for cogeneration power plants.

The company is conducting a search for a Chief Financial Officer.

The stock (ticker VGAS) is up slightly since it started trading on February 16.]

Verde Clean Fuels – Investor Presentation

Rocket to the Moon

Another Houston company, Intuitive Machines, was also brought to market last week by a SPAC. The company is developing space infrastructure components such as lunar vehicles. The original $815 million deal was announced back in September. After going public at $10 per share on February 14, the stock took off like a proverbial rocket, reaching $46 just two days later. It is currently trading just under $38. The company has not issued any press releases that can account for the run-up in the stock.

Bad news for Good Works

Not such good news last week for Good Works II, a Houston SPAC. Its $723 million deal to take Direct Biologics, an Austin biotech start-up, collapsed. The deal was originally announced in October. No reason was given for the failure.

 

Houston SPAC to take Australian solar power company public

Nabors Energy Transition Corp (‘NETC’) , a Houston SPAC, is to take Vast, an Australian company, public. After the acquisition is completed in Q2 or Q3, VAST will be listed on the NYSE, but will continue to have its corporate offices in Sydney.

Concentrated Solar Power Plant

NETC completed its $276 million IPO in November 2021. The sponsor of the SPAC is a company co-owned by Nabors Industries, a global leader in land-based drilling rigs and Tony Petrello, the current Chairman and CEO of Nabors.



Vast has developed a next generation of concentrated solar thermal power system. The system uses mirrors to concentrates the sun’s rays. That heat is then transferred and stored in molten sodium, which is then used to drive a steam turbine and create electricity.

Vast believes its system has two main advantages over solar and wind power. Firstly the system can provide efficient long-duration storage (8-16 hours). Secondly, it can generate process heat equivalent to burning fossil fuels, meaning it can be used in industrial manufacturing.

Vast has built a 1.1 MW demonstration plant in Australia that was operational from 2018 to 2020. It is currently developing a 30 MW plant that is expected to become operational in 2025 and a 20 ton per day solar methanol facility. These projects have received funding of up to AUD 215 million ($152 million) from the Australian and German governments

The transaction values Vast at $250 million, though the business will also have $336 million in cash on the balance sheet at close. The SPAC will contribute $286 million, while Vast’s owners will rollover their equity ($209 million). Nabors will also invest $15 million as will AgCentral, the main shareholder of VAST.

VAST Investor Presentation

Houston SPAC to take biofuels refinery company public

Port Westward, Oregon

[UPDATE – 11/02/23 – The deal collapsed on October 31, 2023. Industrial Tech Acquisitions II decided to liquidate itself and return money to its shareholders].

Industrial Tech Acquisitions II, a Houston SPAC, has agreed to take NEXT Renewables Fuels public in a transaction worth $530 million. NEXT, founded in 2016, is also based in Houston. Upon closing, the business will be renamed NXTClean Fuels.

NXT is in the process of developing a 50,000 barrel-per-day refinery in Port Westward, Oregon that will produce renewable diesel (‘RD’) and sustainable aviation fuel (‘SAF’).

Renewable Diesel

Renewable diesel is made from feedstock products such as vegetable oils, animal fats, used cooking oil and distillers corn oil. It uses the same source oils and fats as biodiesel. However, the refining process is different from biodiesel. The process is more capital-intensive, but RD is chemically equivalent to petroleum diesel and can be transported in petroleum pipelines.

Likewise, the refining process to make SAF is similar to regular jet fuel, except for the source feedstocks.

Construction of refinery

NXT expects the permitting of the Port Westward refinery to be granted by late 2023 with initial operations starting in mid-2026. The construction cost is currently $2.7 billion. (NXT’s own website shows a start date of 2024 and a construction cost of $2 billion, though this date and cost appear to be from June 2021).

The company aims to select an EPC (Engineering, Procurement and Construction) Contractor by the end of the year. Fluor is the frontrunner, as they have performed the engineering work so far for the company.

Supply and Offtake Agreements

NXT has an agreement with BP, who will supply 100% of the feedstocks for at least 5 years. It also has offtake agreements with Shell and Chevron. United Airlines, through its venture arm, has invested an initial $2.5 million in NXT. This investment could rise to $37.5 million, assuming certain milestones are met.

Forecast revenues

In its first full year of operation in 2027, the company is projecting revenues of $3 billion and EBITDA of $1 billion.  Half of the revenue will be generated from the sale of credits that arise from the Renewable Fuel Standard, enacted by Congress in 2005.

In the transaction, NXT will have an enterprise value of $530 million. It will also have $156 million of cash on its balance sheet.

Management

The CEO of NXT is Christopher Efird, an entrepreneur and investor who has led, or co-led the investment into 29 growth stage businesses. Many of those later went public.

David Kane, based in Las Vegas, currently serves as the CFO of NXT, though his title is Senior VP and Controller.  He has been the CFO at a number of small and medium sized companies in California and Nevada.

2nd SPAC run by Scott Crist

Industrial Tech Acquisitions II went public in January 2022. It raised $173 million and is the 2nd SPAC run by Scott Crist. The first SPAC took Arbe Robotics public in October 2021. Arbe is an Israeli company developing 4D automotive imaging radar. Arbe’s shares are trading at $4.00, compared to $8 when it went public.

SEC filing – Investor Presentation

BP to acquire renewable gas company for $4.1 billion

BP has agreed to acquire Houston-based Archaea Energy for $26 per share in an all-cash deal that values Archaea at $4.1 billion, including $800 million of debt. The deal values the company at 20 times the expected 2023 EBITDA.



Archaea develops, constructs and maintains renewable natural gas facilities (RNG) that capture waste emissions from landfills and converts them into low-grade fuels and electricity. It currently has 13 of them. The company also has 33 landfill gas to electric facilities, some of which were added after a recent acquisition.

The company is based in the Galleria area and was taken public in September 2021 by a SPAC based in Pennsylvania, Rice Acquisition Corp.  The SPAC actually acquired Archaea LLC for $347 million and Aria Energy LLC for $680 million, with the combined business being renamed Archaea Energy. So, its a tremendous return for its investors.

It is not surprising that they have been acquired by a traditional oil and gas company. Due to high oil prices, they are generating lots of cash, but are under tremendous pressure to invest in anything but traditional oil and gas.

The company appointed Brian McCarthy as its new (old) CFO in August 2022.

The deal is expected to close by the end of 2022.

SEC filing – Archaea – BP

Renewables company appoints new CFO

Archaea Energy has appointed Brian McCarthy as its new CFO, replacing Eric Javidi, who left in February after ten months with a $2.95 million cash severance.

Archaea develops, constructs and maintains renewable natural gas facilities (RNG) that capture waste emissions from landfills and converts them into low-grade fuels and electricity. It currently has 12 of them. The company also has 33 landfill gas to electric facilities, some of which were added after a recent acquisition.



The company is based in the Galleria area and was taken public in September 2021 by a SPAC based in Pennsylvania, Rice Acquisition Corp.  The SPAC actually acquired Archaea LLC for $347 million and Aria Energy LLC for $680 million, with the combined business being renamed Archaea Energy. The stock is trading at around $19, about a $1 higher than the price when the deal closed.

The company was supposedly conducting a search process for Mr. Javidi’s replacement, but ended up appointing Mr. McCarthy, who was the previous CFO and had been acting as the interim CFO since March. (Technically, he was the CFO of the legacy business from January 2019 to May 2021). Between his CFO stints, Mr. McCarthy was the Chief Investment Officer of the company.

No compensation details were disclosed for Mr. McCarthy. However, last month, the company adopted a new executive severance plan which limits the severance outside a change-of-control event to 1x base salary plus 1x pro-rata target bonus.

SEC filing – Archaea CFO appointment

Houston CFO leaves after 10 months with $3 million severance

Eric Javidi, CFO of Archaea Energy, is leaving after ten months with a $2.95 million cash severance. In addition, six weeks ago, the company gave him stock worth $3.6 million that is now fully vested.



No reason was given for his departure. The company has started a search process for his replacement.

Archaea develops, constructs and maintains renewable natural gas facilities (RNG) that capture waste emissions from landfills and converts them into low-grade fuels and electricity.

The company is based in the Galleria area and was taken public in September 2021 by a SPAC based in Pennsylvania, Rice Acquisition Corp.  The SPAC actually acquired Archaea LLC for $347 million and Aria Energy LLC for $680 million, with the combined business being renamed Archaea Energy. The stock is trading at around $18, similar to the price when the deal closed.

As an aside, the Rice family are the majority owners of both the SPAC and Archaea LLC.

Mr. Javidi joined Archaea in April 2021, the same month that the deal with the SPAC was announced. He was previously the CEO of Southcross Holdings and a Managing Director at Kayne Anderson Capital. Both companies are primarily involved in energy infrastructure.

Severance and Stock Award

The base salary and employment contract for Mr. Javidi has never been publicly disclosed, so it is not clear how the $2.95 million severance was calculated. We do know that the company awarded Mr. Javidi 140,000 fully vested shares on December 29, 2021. Mr. Javidi promptly sold 55,090 shares for $949,200. He was also awarded 62,750 shares that were due to vest in 2024. With his severance, these are now fully vested.

General Counsel leaving after 7 months

The company also announced that Lindsay Ellis, General Counsel, is also leaving. She has only been with the company since July 2021. No details of her severance were disclosed. She also granted 33,333 restricted shares that have now fully vested, worth $600,000.

The company thanked Mr. Javidi for building out the company’s financial functions and Ms. Ellis for building the legal and HR functions. Undoubtedly, going public at the same time as trying to combine two businesses is a very stressful and complicated affair. It’s not clear what went wrong.

SEC filing – Archaea CFO departure

Archaea Investor Presentation – April 21

Nabors Energy Transition Corp completes $276 million IPO

Nabors Energy Transition Corp (NETC) has completed its upsized Initial Public Offering by selling 27,600,000 units at $10 apiece.



The SPAC or blank check company intends to acquire a company that is involved in energy transition such as alternative energy, energy storage, emissions reduction and carbon capture.

The sponsor of the SPAC is a company co-owned by Nabors Industries, a global leader in land-based drilling rigs and Tony Petrello, the current Chairman and CEO of Nabors.

In fact, all the management team of the SPAC are employed by Nabors including William Restrepo (CFO), Guillermo Sierra (VP – Energy Transition) and Siggi Meissner (President of Engineering and Technology).

The management team will not be paid a salary by the SPAC until it closes on a transaction. However, to me, it appears that there is plenty of scope for conflicts of interest. In the prospectus, NETC states that ‘potential conflicts with Nabors are naturally mitigated by the differing nature of the investments that Nabors would consider more suitable’.

In August, Nabors issued a press release that ‘it continues investment in energy transition with Quaise Inc’. It provided $12 million in financing to Quiase, a company developing millimeter wave drilling technology to access deep geothermal energy. That technology appears to be within the remit of the SPAC, even if the size isn’t.

https://www.prnewswire.com/news-releases/nabors-energy-transition-corp-announces-closing-of-276-000-000-initial-public-offering-including-full-exercise-of-underwriters-option-to-purchase-additional-units-301429394.html

 

 

 

SPAC takes public battery company headquartered in Houston

Tuscan Holdings Corp, a New York SPAC (Special Purpose Acquisition Company) has taken Microvast public in a transaction that values the company at $2.4 billion.



Microvast is a leading provider of vehicle battery technology for all types of vehicles. The company claims its batteries have longer range, quicker charging and longer lifespan than its competitors. It had initial success with electric buses, especially in China.  Its products operate in 160 cities in 19 countries.

The company was formed in Houston in 2006 by Yang Wu. Nominally, the company has its headquarters in Stafford where it has a 4,000 sq. ft. office. The main operations have been in Huzhou, China where the company has a manufacturing plant with 1.7 million sq.ft.  Mr. Wu had previously founded a water treatment company in Huzhou that he sold to Dow Chemical in 2006.

Last year the company signed a contract to be the exclusive supplier of batteries to CNH Industrial, the parent company of Iveco, a leading commercial vehicle brand. The batteries will be manufactured in the company’s Berlin plant that was opened earlier this year. The company also has an R&D contract with BMW.

US focus

The company is pivoting to the US and earlier this year bought a 577,000 sq.ft. building on 82 acres in Clarksville, TN with production scheduled for 2022.

As part of the de-SPAC transaction, Oshkosh Corporation announced it would make a $25 million investment in Microvast. Oshkosh recently won a $480 million contract to replace the USPS mail trucks with a combination of electric and low-emission internal-combustion-engine vehicles.

CEO Wu appears to be based in Hawaii, according to his LinkedIn Profile. CFO Leon Zheng is based in Houston and is a Texas A&M graduate. Dr. Wenjuan Mattis, the Chief Technology Officer, is based in Orlando.

Financial Projections

For 2020, the company had revenues of $107 million and an operating loss of $51 million. It is projecting revenues of $2.3 billion in 2025 with EBITDA margins of 20%. The transaction with Tuscan will leave it with $600 million. The company will use this to complete and/or expand all the manufacturing facilities.

The company will trade on the Nasdaq under the ticker symbol ‘MVST’.

SEC filing – Microvast goes public