ChargePoint Closes $300M Funding
Closing of Antara Capital LP’s $300 million investment in convertible senior notes in a private placement
CAMPBELL, CA – April 12, 2022 – 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 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 following the announcement of the transaction. Upon any conversion, ChargePoint shall have the right to choose settlement in cash, stock or any combination thereof in its sole discretion.
Gross proceeds from the sale of the notes were approximately $300 million, before fees and estimated offering costs.
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 common stock issuable upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended, or any state securities law and may not be offered or sold in the United States in the absence of registration or an applicable exemption. of these registration requirements. The Investment Agreement provides that the Notes will be transferable to qualified institutional purchasers pursuant to Rule 144A of the Securities Act. ChargePoint has agreed to file a registration statement with the SEC as soon as reasonably practicable after closing recording the resale of common stock issuable upon 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 common stock of ChargePoint, if any, into which the Notes are convertible) and does not constitute not an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
ChargePoint creates a new fueling network to move people and goods with electricity. Since 2007, ChargePoint has been committed to making it easier for businesses and drivers to go electric with one of the largest electric vehicle charging networks and comprehensive portfolio of charging solutions available today. ChargePoint’s cloud subscription platform and software-defined charging hardware is designed to include options for every charging scenario, from home and multi-family to workplace, parking, hospitality, retail retail and transportation fleets of all types. Today, a single ChargePoint account provides access to hundreds of thousands of charging points in North America and Europe. To date, more than 110 million charging sessions have been completed, with drivers connecting to the ChargePoint network approximately every two seconds. For more information, visit the ChargePoint Newsroomthe ChargePoint Investor Relations website, or contact ChargePoint North American or European press offices or Investor Relations.
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 intended use of the product and any forecast
benefits to ChargePoint of the application of the Product and the Terms of the Notes. There are a number of important 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 global economy, our businesses and those of our customers and suppliers, including due to supply chain disruptions and increases in spending; 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 the widespread acceptance and adoption of electric vehicles and the increased installation of charging stations; our current dependence on charging station sales for most of our revenue; the overall demand for EV charging and the potential for reducing EV demand if government rebates, tax credits and other financial incentives are reduced, modified or eliminated or if government mandates increase or decrease EV use the use of fossil fuel-powered vehicles, either directly or indirectly through mandatory limits on carbon emissions, are reduced, modified or eliminated; supply chain disruptions and increases in expenses; unexpected delays in the introduction of new products; our ability to expand our operations and market share in Europe; the need to attract additional fleet operators as customers; the potential adverse effects on our revenues and gross margins if customers increasingly claim clean energy credits and, as a result, we can no longer claim them; the effects of competition; risks related to our reliance on our intellectual property; and the risk that our technology may have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under the headings “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 investor.chargepoint.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other documents filed with the SEC from time to time. All forward-looking statements contained in this press release are based on information available to us as of the date hereof, and we undertake no obligation to update any 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.
Vice President, Communications
Vice President, Capital Markets and Investor Relations