Solid Power, Inc., Louisville, Colorado, United States, an industry-leading producer of all-solid-state batteries for electric vehicles, and Decarbonization Plus Acquisition Corporation III (“DCRC”) (NASDAQ: DCRC) today announced a definitive agreement for a business combination that would result in Solid Power becoming a publicly listed company. Upon closing of the transaction, the combined company will be named “Solid Power, Inc.” and its common stock and warrants are expected to trade on NASDAQ under the new ticker symbol “SLDP” and “SLDP WS,” respectively. Upon closing, Solid Power is expected to have a nine-person board composed of a majority of independent directors and will continue to be led by Solid Power’s existing management team, which brings deep technological and manufacturing experience.
With eight years of technology development and three years of manufacturing development, Solid Power has been working to deliver on one objective – produce better performing all-solid-state batteries using low-cost, industry standard processes. Solid Power manufactures its batteries on the company’s pilot production line, which essentially mirrors lithium-ion manufacturing processes, while eliminating certain expensive and timely steps. Solid Power’s all-solid-state batteries could provide a near 500-mile vehicle range on a single charge, which is 50 to 75 percent greater than any commercially available lithium-ion battery today. The safety profile of Solid Power’s batteries is also improved over traditional lithium-ion as a result of its truly all-solid cell architecture. Solid Power’s partners Ford and BMW expect to integrate the company’s batteries in future electric vehicles.
Doug Campbell, Co-Founder and Chief Executive Officer of Solid Power, said, “Today marks an important milestone of commercializing Solid Power’s next generation of all-solid-state batteries that can alleviate the two largest passenger EV pain points: range anxiety and cost. In addition to our existing partners, Ford and BMW, we are now excited to partner with the DCRC team that shares our vision of powering a cleaner, safer and cost-effective electric future.”
Robert Tichio, Chairman of the Board of DCRC and Partner at Riverstone Holdings LLC, added, “Solid-state batteries have long been the elusive technology breakthrough in the battery category for the better part of a decade. Countless labs, scientists, ventures and corporates have claimed progress towards scalable solid-state batteries, with an emphasis on claims. No other known company has made the type of commercialization achievements in all-solid-state batteries that Solid Power has, and Solid Power’s technology is built around a manufacturing process that would be indistinguishable to lithium-ion batteries, putting this Company in a league of its own. We are extremely grateful to both the Company’s existing investors – which includes a leading roster of automotive, industrial and financial investors such as Ford, BMW, Hyundai, Samsung and Volta Energy Technologies – and this management team for their partnership and look forward to bringing Solid Power to the public markets.”
“With nearly a $220 billion total addressable market, Solid Power is well-positioned for significant growth for years to come. Through the vision and leadership of Doug Campbell, they have built an incredible team, developed an all-solid-state battery technology platform that is expected to outperform lithium-ion and future next-generation battery technologies, and attracted a collection of world-class investors and partners,” Mr. Tichio concluded.
Solid Power recently announced an approximately $135 million Series B investment round led by the BMW Group, Ford Motor Company and Volta Energy Technologies. Ford and the BMW Group also expanded existing joint development agreements with Solid Power to secure all-solid-state batteries for future electric vehicles.
Transaction Overview
The business combination values Solid Power at an implied $1.2 billion pro forma enterprise value. Upon closing of the transaction and assuming no redemptions by DCRC public stockholders, Solid Power is expected to have approximately $600 million in cash, including a $165 million fully committed PIPE transaction anchored by investors Koch Strategic Platforms, Riverstone Energy Limited, Neuberger Berman funds and Van Eck Associates Corporation. Cash proceeds to Solid Power will be used to fund operations and support Solid Power’s growth.
The boards of directors of both Solid Power and DCRC have approved the proposed transaction, which is expected to be completed in the fourth quarter of 2021, subject to, among other things, the approval by DCRC’s stockholders and satisfaction or waiver of the other conditions stated in the definitive documentation.
Advisors
Stifel, Nicolaus & Company, Incorporated acted as financial advisor to Solid Power. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as financial advisors to DCRC. J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Stifel, Nicolaus & Company, Incorporated acted as PIPE placement agents to DCRC. Wilson Sonsini Goodrich & Rosati, P.C. is acting as the legal advisor to Solid Power, Vinson & Elkins L.L.P. is acting as the legal advisor to DCRC, Cleary Gottlieb Steen & Hamilton LLP acted as the legal advisor to the M&A advisors and Mayer Brown LLP is acting as legal advisor to the placement agents on the PIPE transaction.
Webcast and Conference Call Information
Solid Power and DCRC will host a joint webcast and investor conference call to discuss the proposed transaction today, June 15, 2021, at 8:00 am ET. A live webcast and replay will be available here and at investors.solidpowerbattery.com.
About Solid Power
Solid Power is an industry-leading producer of all-solid-state rechargeable batteries for electric vehicles and mobile power markets. Solid Power replaces the flammable liquid electrolyte in a conventional lithium-ion battery with a proprietary sulfide solid electrolyte. As a result, Solid Power’s all-solid-state batteries are safer and more stable across a broad temperature range, can provide a 50-75% increase in energy density compared to the best available rechargeable batteries, enable cheaper, more energy-dense battery pack designs and are compatible with traditional lithium-ion manufacturing processes.
About Decarbonization Plus Acquisition Corporation III
Decarbonization Plus Acquisition Corporation III is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with a target whose principal effort is developing and advancing a platform that decarbonizes the most carbon-intensive sectors. These include the energy and agriculture, industrials, transportation and commercial and residential sectors. DCRC is sponsored by an affiliate of Riverstone Holdings LLC and represents a further expansion of Riverstone’s 15-year franchise in low-carbon investments, having established industry leading, scaled companies with more than $5 billion of equity invested in renewables.
About Riverstone
Riverstone is an energy and power-focused private investment firm founded in 2000 by David M. Leuschen and Pierre F. Lapeyre, Jr. with over $42 billion of equity capital raised to date. Riverstone conducts buyout, growth capital, and credit investments in the exploration & production, midstream, oilfield services, power and renewable sectors of the energy industry. With offices in New York, London, Houston, Menlo Park, Mexico City and Amsterdam, the firm has committed approximately $43 billion to more than 200 investments in North America, South America, Europe, Africa, Asia, and Australia.