Charge Enterprises, Inc.: M&A transaction — Charge Enterprises acquires Greenspeed Energy Solutions for up to $15M in cash, stock, earnouts

Charge Enterprises, Inc.

Total consideration up to $15M: $6M cash, $2M stock (2.1M shares), plus up to $7M earnout based on EBITDA milestones.
Acquisition adds ~$12M in infrastructure backlog, bringing combined backlog to ~$150M as of June 30, 2023.
Combined EV charging installations exceed 600 units (410 Level 2, 190 DCFC).
Deal expected to be accretive to EBITDA and free cash flow in first full year; Greenspeed founder Paul Williams leads combined EV biz.
Consideration shares subject to lock-up through December 2025; earnout targets are two 12-month periods starting Oct 2023/2024.

item 1.01 item 2.01 item 2.02 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Earnings Releases SEC 8-K Item 2.02 confidence 0.9

Charge Enterprises, Inc. reported preliminary financial results for as of June 30, 2023.

Period: as of June 30, 2023
Result: preliminary results

Exact text from the filing

On August 1, 2023, the Company also announced that, as a result of the Greenspeed Acquisition, it had acquired approximately $12 million in additional infrastructure backlog as of June 30, 2023.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Charge Enterprises, Inc. completed an acquisition involving Paul M. Williams for aggregate cash amount of $6,000,000 plus 2,085,263 shares of our Common Stock, which represents an aggregate value of $2,000,000 (closed 2023-08-01).

Action: acquisition
Counterparty: Paul M. Williams
Consideration: aggregate cash amount of $6,000,000 plus 2,085,263 shares of our Common Stock, which represents an aggregate value of $2,000,000
Closing: 2023-08-01

Exact text from the filing

and remain with the business moving forward as President and CEO of Greenspeed. In connection with the Greenspeed Acquisition, we paid the Seller an aggregate cash amount of $6,000,000 plus 2,085,263 shares of our Common Stock, par value $0.0001 per share, which represents an aggregate value of $2,000,000 based on the 30 day volume weighted average market price

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Charge Enterprises, Inc. entered into Purchase Agreement with Paul M. Williams valued at an aggregate cash amount of $6,000,000 plus 2,085,263 shares of Common Stock valued at $2,000,000 (effective 2023-08-01).

Action: entry
Agreement: asset purchase
Counterparty: Paul M. Williams
Value: an aggregate cash amount of $6,000,000 plus 2,085,263 shares of Common Stock valued at $2,000,000
Effective: 2023-08-01

Exact text from the filing

On August 1, 2023, Charge Enterprises, Inc. (sometimes referred to herein as “we,” “us,” “our”, “Company” or similar terms), through its wholly-owned subsidiary Nextridge, Inc. (“ Buyer ”), acquired all of the membership interests of Greenspeed Energy Solutions, L.L.C., a Georgia limited liability company (“ Greenspeed ”), from its sole member, Paul M. Williams (the “ Seller ”) pursuant to a Unit Purchase Agreement (the “ Purchase Agreement ”), dated as of August 1, 2023, by and among the Company, Buyer, the Seller and Greenspeed (the “ Greenspeed Acquisition ”).

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Source: SEC EDGAR

accession 0001654954-23-009901

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