U.S. Home Solar Battery Storage Solutions Provider Electriq Power to Merge with TLG Acquisition One Corp.
Electriq Power Holdings Inc. will become a publicly listed company on NYSE under the new ticker symbol, "ELIQ"
Electriq Power (Electriq), a provider of intelligent energy storage and management for homes and small businesses, and TLG Acquisition One Corp. (NYSE: TLGA), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive merger agreement. Upon closing of the transaction, which is expected during the first half of 2023, the combined company will operate under the name Electriq Power Holdings Inc. and will be led by existing Electriq management with Mike Lawrie joining the board as Chairman. The transaction values Electriq at a pro forma pre-money equity value of $495 million, and the combined company plans to publicly trade on the NYSE under the symbol ELIQ.
"Electriq and TLGA together is a strategic combination for both companies, and consistent with TLGA's continuing evaluation and pursuit of target companies"
Electriq, founded in 2014 in Silicon Valley, provides intelligent energy storage and management solutions for residential and small business use. In combination with rooftop solar, Electriq's solutions provide always-available, low-cost clean energy, even during intermittent outages and inclement weather. The solutions are delivered via an innovative go-to-market model that makes solar plus storage easily accessible to all socio-economic groups, including low- and middle- income communities across the U.S. In addition to engagements with communities, from Santa Barbara and Parlier in California to Washington, D.C., and Puerto Rico, Electriq also has a broad range of industry partnerships, including a multi-billion-dollar global manufacturer, high-growth providers of turnkey microgrids, and residential solar companies.
Driven by the transition to residential solar energy, the addressable U.S. residential solar/energy storage market is large and thriving. Solar installs are forecast to grow at 17 percent per year, even before the potentially significant impact on the market of the rebates, tax credits and subsidies contained in the U.S. Federal Government's recently enacted Inflation Reduction Act. In addition, the market is seeing accelerated attachment of energy storage to rooftop solar systems - expected to rise from 2 percent of installs in 2017 to nearly 30 percent in 2025. The combination of solar and energy storage delivers lower cost energy to homes and small businesses, provides reliable access to energy during power outages, and lessens dependence on fossil fuel-based generation.
"Electriq and TLGA together is a strategic combination for both companies, and consistent with TLGA's continuing evaluation and pursuit of target companies," said Mike Lawrie, Chief Executive Officer, TLGA. "Our proposed merger comes at the right time to address the rapidly growing demand in the residential solar energy storage market, technology development and innovation, consumer and provider demand, and government policy and environmental initiatives. We believe that together we can create exciting new opportunities and value for our people, customers, partners, and investors."
"The Electriq team has achieved significant technology and customer milestones over the last two years, and we're ready for the next step in our journey," said Frank Magnotti, Chief Executive Officer, Electriq. "The success of our innovative residential energy storage and management platform, combined with the rapidly evolving energy ecosystem, promises exciting new growth and opportunities ahead—for our company, the evolving market, the environment, and society. We are proud of our progress and the communities we serve, and we look forward to our future with TLGA."
The transaction values Electriq at a pro forma pre-money equity value of $495 million and is expected to provide Electriq with up to $125 million of capital to fund its growth through a combination of debt and equity. Electriq is in advanced discussions for up to $60 million of capital that includes an asset-backed revolving credit facility from a leading institutional investor, a personal convertible debt commitment of up to $8.5 million from TLGA CEO Mike Lawrie and other convertible debt to be raised before transaction close. Electriq intends to close and partially fund the revolving credit facility and the convertible debt from Mr. Lawrie before year end 2022. In addition, a meaningful number of shares will be placed into escrow to provide incentives for equity financing commitments. TLGA may also enter into a forward purchase agreement prior to transaction close to backstop redemptions for up to $100 million.
The boards of directors of both Electriq and TLGA have approved the proposed transaction, which is expected to be completed during the first half of 2023, subject to, among other things, approval by TLGA's stockholders and satisfaction or waiver of the other conditions stated in the definitive documentation. Upon close of the transaction, Electriq's existing shareholders will continue to own a majority of the merged company.
Additional information about the proposed transactions, including a copy of the business combination agreement, related ancillary agreements in connection with the proposed business combination, and an investor presentation, will be available in a Current Report on Form 8-K to be filed by TLGA with the Securities and Exchange Commission (SEC), which will be available on the SEC's website at www.sec.gov.
Truist Securities, Inc. is acting as financial advisor to TLG Acquisition One Corp and as structuring agent for the transaction. The Duff & Phelps Opinions practice of Kroll, LLC rendered a fairness opinion to TLGA. Gibson, Dunn & Crutcher LLP is acting as legal counsel to TLGA. Ellenoff Grossman & Schole LLP is acting as legal counsel to Electriq.