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H2B2 to go public in $750m SPAC deal

The Madrid-based hydrogen platform H2B2 Electrolysis Technologies has reached a deal to go public in a SPAC deal with RMG Acquisition Corp. III.

H2B2 Electrolysis Technologies, Inc. (H2B2), a global green hydrogen platform that provides bespoke integrated solutions across the hydrogen value chain, and RMG Acquisition Corp. III (Nasdaq: RMGC) (RMG III), a publicly-traded special purpose acquisition company, have entered into a definitive agreement to take H2B2 public via a business combination, according to a news release.

Under the terms of the proposed transaction, H2B2’s stockholders will roll 100% of their equity holdings into the combined public company.

The base purchase price of $750m is subject to adjustment based on the results of the proposed capital raise transaction described below. H2B2 is separately undertaking a capital raise transaction, which is expected to close prior to the proposed transaction. The capital raise transaction is being led by Natixis Partners Iberia S.A. and BCW Securities LLC, an affiliate of RMG III. Subject to the terms and conditions of the merger agreement for the business combination, post-capital raise transaction stockholders of H2B2 will roll 100% of their equity into the surviving corporation.

Cohen & Company Capital Markets is acting as capital markets advisor to RMG III.

Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal advisor to RMG III.

Pérez-Llorca is acting as Spanish counsel to RMG III.

Natixis Partners Iberia S.A. and BCW Securities LLC are acting as co-private placement agents to H2B2.

Latham & Watkins LLP is acting as legal advisor to H2B2.

Since its founding in 2016, H2B2 has become a key player in the green hydrogen energy sector, the news release states. H2B2 is focused primarily on the United States and European markets, but is also expanding in Latin America and Asia-Pacific, where H2B2 has secured a role in several strategic projects. In particular, H2B2 has been selected as a participant in the IPCEI Hy2Tech (Important Projects of Common European Interest) program, through which it has been approved by the European Commission to receive up to € 25 million in connection with H2B2’s development and manufacturing capacity for both stacks and electrolyzers.

In 2019, the California Energy Commission awarded H2B2 a grant for the development of a green hydrogen production facility, SoHyCal plant, in Fresno, California. This 3 MW plant is to begin production in May 2023, with an additional 6 MW of hydrogen capacity and 15 MW of associated solar PV to be constructed during Phase II. In addition, in 2022, Ecopetrol, the leading oil company in Colombia, began working with H2B2 and recently welcomed it into its group of strategic partners as part of its broader plan to decarbonize and develop green hydrogen energy. H2B2 has also recently entered the Indian market through a joint venture with GR Promoter Group and the creation of GreenH.in Electrolysis.

Key Investment Highlights

  • A leading global green hydrogen platform: Capabilities spanning the entire value chain of green hydrogen production, including R&D, manufacturing proprietary electrolyzer technology, project development, EPC, O&M, green hydrogen production, storage and delivery.
  • Customer-centric business model: H2B2 provides tailor-made and scalable solutions worldwide, with a one-stop-shop approach, offering design, development, EPC, electrolyzers, offtake agreements, financing, and O&M services.
  • Proprietary and flexible electrolysis technology: Currently utilizing proven PEM technology in the supply of its manufactured electrolyzers but is also developing next generation technologies (AEM & SOEC) in-house.
  • Global company with the ability to identify and deliver unique projects of different scale across its target markets: A robust and diversified pipeline of over 260 projects, with an expected aggregate capacity of approximately 5.6 GW of identified potential projects. H2B2 is currently working with significant customers such as Ecopetrol, GP Joule, Cepsa and Tecnicas Reunidas.
  • Industry leading management team: The H2B2 management team has over 200 years of combined experience in engineering and financing renewable energy projects and have worked together as a team for more than 20 years in renewable hydrogen.

Bob Mancini, CEO of RMG III, commented that “RMG III and H2B2 are dedicated to accelerating the energy transition through the advancement of next-generation energy infrastructure. As a pioneer in the development of green hydrogen production facilities, and supported by an industry leading team, we are confident that H2B2 is well positioned to further expand and execute on its impressive pipeline of opportunities.”

Anselmo Andrade, CEO of H2B2 has confirmed that “With the operations that we have underway, we are seeking to strengthen not only the international business that we are currently developing, but our operational capacity worldwide. The business and technological development of H2B2 will be bolstered as a result of this transaction with RMG III, thus making the energy vector of hydrogen key to decarbonization.”

Antonio Vázquez, President of the Board of Directors of H2B2, has indicated that “The proposed business combination with RMG III that has been announced to the investor community reaffirms our letter of intent announced in January earlier this year, and together with the capital raise transaction on which we are working, gives us confidence to move forward with the goal of obtaining the necessary funds from the markets and visibility to finance the future growth of H2B2.”

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Cemvita appoints CFO

Houston-based Cemvita has appointed Lisa Bromiley as its new CFO.

Cemvita, a carbon utilization company, has appointed Lisa Bromiley as its Chief Financial Officer (CFO).

In her new role, Bromiley will spearhead capital markets, strategic positioning, and financial management of the company, bringing with her over two decades of invaluable experience in energy and commodity-related finance.

Prior to joining Cemvita, Bromiley played pivotal roles as CFO and Public Company Director. Particularly, she played a key role in the development of Flotek Industries, Inc. Mrs. Bromiley also steered Northern Oil and Gas, Inc., achieving a market capitalization of $4bn.

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FuelCell Energy secures $20m debt financing for Naval Submarine Base

Lenders on the financing include Liberty Bank and Amalgamated Bank.

FuelCell Energy, Inc. has closed on a project debt financing transaction with Liberty Bank and Amalgamated Bank as senior lenders and the Connecticut Green Bank as subordinated lender for its Connecticut Municipal Electric Energy Cooperative (CMEEC) fuel cell microgrid-ready project at the Naval Submarine Base New London, located in Groton, Connecticut (Groton Project).

Liberty Bank and Amalgamated Bank’s senior commitment totals $12m with a seven-year term and Connecticut Green Bank’s commitment totals $8m with a 20-year term, according to a news release.

According to SEC filings, the portion of the loan provided by Liberty will accrue at 6.75%, while the piece from Amalgamated Lender will accrue interest at 6.07% during all times at which a “Carbon Offset Event” is not continuing and 7.32% at all times at which a “Carbon Offset Event” has occurred and is continuing.

Michael Bishop, EVP and CFO of FuelCell Energy, said, “We are thrilled to enter into this long-term financing solution with this banking group. With its recurring revenue and cash flow profile, this fuel cell project allows for the efficient and cost-effective financing of our Company. In addition, we believe this financing further highlights financial institutions’ confidence in the demonstrated long-term performance of our globally deployed power platforms. Lastly, the long-term nature of the loan commitments allows the Company to confidently redeploy that capital in support of our growth initiatives.”

“The Connecticut Green Bank is proud to be part of the Groton Project. This strategically important project and our continued partnership with FuelCell Energy, Amalgamated Bank, and Liberty Bank exemplify how the green bank model works to leverage public dollars to attract multiples of local- and national-level private investment into clean energy infrastructure,” said Bert Hunter, Executive Vice President and Chief Investment Officer of the Connecticut Green Bank. “This also highlights the environmental, economic, and strategic value of distributed base load fuel cells, capable of operating as a microgrid, as a key to grid resilience, reliability, and energy security, especially for our nation’s military defense.”

“Liberty Bank is proud to support FuelCell Energy, Inc., a leader in the green energy industry, with project financing for the Groton Project to provide grid resilience for the local community and our nation’s military. Liberty Bank is committed to clean energy solutions partnering with The Connecticut Green Bank, who is a testament to the power of collective action in addressing the urgent challenge of providing sustainable energy sources to Connecticut,” said Daniel Longo, First Vice President of Liberty Bank.

William Peterson, SVP Senior Lending Officer & Director of Climate Lending of Amalgamated Bank, commented, “Our team’s significant experience in sustainable lending uniquely positioned Amalgamated to partner with Liberty Bank and the Connecticut Green Bank to underwrite FuelCell Energy’s project at the Naval Submarine Base as it further develops its power supply through sustainable energy. Sustainable lending is a critical and growing source of financing as the United States strives to achieve net-zero emissions across federal operations by 2050. Amalgamated’s team of recognized thought leaders and sustainable lending experts are excited by the opportunity to help combat climate change as we work to underwrite sustainable solutions and emerging technologies much like FuelCell Energy’s project with the U.S. Navy.”

Bishop concluded, “We believe that the commitment from these respected financial institutions demonstrate the financeability of the solutions FuelCell Energy is offering to customers like CMEEC, that are helping them achieve their decarbonization, resiliency and clean energy goals.”

Proceeds of this financing have been (i) redeployed to FuelCell Energy (ii) used to retire a $3m corporate credit facility with Connecticut Green Bank (iii) used to fund project reserves and (iv) pay transaction fees.

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ABB and Export Development Canada form investment partnership

The $2.9bn fund will focus on strategic investments in technologies and solutions with growth potential, such as green hydrogen, sustainable transport solutions or electrification.

ABB and Export Development Canada (EDC), Canada’s export credit agency, have signed a global partnership to promote investments in sustainable technologies and projects in Canada and around the world.

The support provided by EDC, with a total limit of up to $2.9bn, will provide ABB’s customers with financing and insurance solutions to strategic electrification and automation projects in the sectors of clean technologies, advanced manufacturing, digital technologies, and resources of the future, according to a news release. Commercial financing will be provided on a project-by-project basis and the partnership will initially run for three years.

ABB CFO Timo Ihamuotila said: “I am very pleased about our partnership with EDC and their trust in ABB as a global technology leader in electrification and automation. This partnership enhances our value proposition to customers and is fully in line with our purpose to enable a more sustainable and resource-efficient future. It will offer our customers and us the opportunity to further invest in sustainable technologies and – in doing so – to contribute actively to reaching decarbonization goals in various industries.”

The partnership aims to foster investments globally and locally in Canada both through ABB’s customer projects and within the company’s own operations. EDC will finance and provide insurance to customer projects across the ABB portfolio, from electrification, motion, process automation to robotics and discrete automation.

“EDC is committed to supporting large multinational companies, like ABB, that have strong anchors in Canada and are focused on building an innovative, equitable and sustainable economy,” said Sven List, Senior Vice President, Corporate and International Group, EDC. “Extensive capital is required to transition to more sustainable practices and develop greener products and services. Together we will play an important role in developing Canada’s contribution to global sustainability and address pressing issues like climate change.”

A specific focus will be on strategic investments in technologies and solutions with growth potential, such as green hydrogen production, sustainable transport solutions or the electrification of today’s fossil-based activities to reduce global greenhouse gas emissions. Collaboration with innovative Canadian start-ups is also an essential topic under the umbrella of the partnership with EDC.

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exclusive

Green hydrogen firm secures offtake LOI for Texas project

Clean Energy Holdings has secured an LOI for offtake from a European buyer for phase 1 of a green hydrogen project currently under development in Texas.

Clean Energy Holdings (CEH), a green hydrogen firm, has secured offtake for phase 1 of a green hydrogen project currently under development in Clear Fork, Texas.

A critical component of the project’s progress, the letter of intent for hydrogen offtake was signed this week with a European buyer, CEH chief executive Nicholas Bair said in an interview. He declined to name the offtaker but described it as a national energy security issue for the buyer.

The offtake agreement covers the first 30,000 kg per day of production from the site starting in 4Q24, which encapsulates phase 1 of the project. CEH President Cornelius Fitzgerald said the facility will eventually ramp up in four phases to around 130,000 kg per day of production.

CEH, which develops but also plans to own and operate projects, has assembled a coalition of industry partners, which it calls The Alliance, to provide “soup-to-nuts delivery,” Bair said. “We oversee projects from the first day to the last day the lights are on and the last use of each molecule.”

He added: “In the energy transformation, availability, security, and reliability matter.”

In addition to CEH, the group includes Bair Energy, Chart Industries, Equix, RockeTruck, Coast 2 Coast Logistics, The Eastman Group, and, most recently, HSB.

Bair emphasized the importance of the recent $4.4bn merger announcement between Chart Industries and Howden for its impact on vertical integration for CEH’s projects. Chart and Howden said in a press release last week that the merger will expand Chart’s equipment portfolio and process technology offering for multiple molecules and applications across high growth areas, including hydrogen.

“The acquisition gives CEH high confidence in security of supply from the Chart scope, and when paired with Chart’s performance history and customer centric experience, we believe Chart has increased its important position for our platform and our industry in general,” Fitzgerald added.

CEH had already put in a $100m purchase order for equipment with Chart, which is advising The Alliance on liquefaction, storage, reverse osmosis, and water, but the order jumped to $400m in a phased approach over the next 24 – 36 months following the Howden announcement, Bair said.

Project finance

In order to finance the Clear Fork project, CEH is seeking to raise just under $1bn through sponsor equity and project finance debt, using ING as financial advisor, the executives said. The tenor of the debt will likely come in between seven and 10 years, in line with the terms of the offtake agreement.

CEH has received interest from 142 “top notch” investors for the equity piece, and interest from 42 investors that could do both debt and equity, Bair said.

Bair and Fitzgerald declined to discuss pricing for the offtake contract, but noted the terms were “economically responsible” even without factoring in expanded tax credits included in the Inflation Reduction Act. “We meet the hurdle rates of our investors and our bank” without the tax credits, Bair said.

CEH is on a baseline schedule to reach FID on the Clear Fork project by April, 2023, Bair said, and is working with Norton Rose Fulbright as legal counsel.

More projects

Meanwhile, CEH and its partners are seeking to assemble an ambitious pipeline of projects over the next decade, and have held discussions with additional potential offtakers in foreign and domestic markets.

A project announced last year — CEH’s first — seeks to advance a wind-powered green hydrogen plant in Colorado.

With The Alliance, “The amount of intelligence and experience that we’ve had at the table at the early design phase of these projects has been of tremendous value,” Fitzgerald said.

“Once there’s been enough experience and a bit more trust built up within those relationships, now we’re seeing opportunities to start to come from our platform around where an offtake might be needed,” he added, equating it to a development model that “shops backward” from where the molecule is needed.

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Exclusive: Green hydrogen developer planning capital raises for distributed portfolio

A developer of US green hydrogen projects will need to access the project equity, debt and tax equity markets in the near term for a pipeline of distributed assets nationwide.

NovoHydrogen, the Colorado-based renewable hydrogen developer, will be in the market for project financing for a portfolio of distributed green hydrogen projects in 2024, CEO Matt McMonagle said.

The company, which recently agreed to a $20m capital raise with Modern Energy, is aiming to attract additional private equity and infrastructure investors for the projects it is developing, the executive said.

“The opportunity is really there for attractive risk-adjusted returns at the project level based on how we’re structuring these projects with long-term contracted revenue,” he said.

The company plans to bring its first projects online in late 2024 or 2025.

“We don’t have the project financing set at the point that we can announce, but that’s something myself and my team have done in our careers,” McMonagle said, adding that he’s focused on bankability since founding the company. “We wanted to be as easy for the lenders to underwrite as possible.”

No financial advisors have been attached to the project financings, McMonagle said. A recently announced Series A, first reported by ReSource in February, gave the company exposure to investors that want to participate in project financings, he said.

“We’ll really be ramping that process up, likely after the new year,” McMonagle added, declining to say how much the company would need to raise in 2024.

NovoHydrogen doesn’t have a timeline on a Series B, he said.

Distributed pipeline

The company looks to do onsite projects adjacent to consumption, McMonagle said. The first projects that will go online will be 10 MW and smaller.

“Typically the permitting is straightforward in that we’re adding equipment to an already impacted industrial site,” McMonagle said. He declined to elaborate on where these projects are located or what customers they will serve.

The company also has off-site, or near-site projects, where production is decoupled from consumption. But the company still calls those distributed because they are being developed with a targeted customer in mind.

“We want to be as close as possible to that customer,” he said. Those off-site projects typically are larger and will begin coming online in 2026 and 2027.  

In Texas NovoHydrogen has two large-scale green hydrogen developments in production, co-located with greenfield renewables projects, McMonagle said. Partners, including EPC, are in place for those efforts. The company also has projects in West Virginia, Pennsylvania, New Jersey and along the west coast.

“Where can we add the most value and have the biggest competitive advantage?” McMonagle said of the company’s geographic strategy. “We have very specific go-to-markets in each of those regions which we feel play to our strengths.”

NovoHydrogen is a member of the Pacific Northwest Hydrogen Hub and is involved with the Appalachian Regional Clean Hydrogen Hub (ARCH2), though not in line to receive DOE funding through that hub.

Post-IRA, green hydrogen projects will look much like renewables deals from the equity, tax equity and debt perspectives, he said.

“We’re structuring and setting up our projects to take advantage of that existing infrastructure and knowledge base of how to finance deals,” he said. New options on transferability will enable additional financing options as well.

No flipping

NovoHydrogen does not plan to flip projects before COD, McMonagle said.

“We are planning to deploy hundreds of millions if not billions of dollars in capex for these projects, and we’ll certainly need to partner with folks to deploy that capital,” McMonagle said. “But we will remain in deals with our customers because that relationship is really the fundamental value that we bring in our business.”

Hydrogen projects are different from renewables in that the customers need greater assurances of resiliency, security of supply and performance, than in a space like solar, he said.

Flipping projects before COD would be inconsistent with the trust required to attract offtakers.

“We don’t believe doing a flip reflects that level of importance and support and, frankly, incentive, behavioral incentive, that we have to show to our customers,” he said.

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Exclusive: Northeastern offshore wind sale kicks off

A major European energy firm has retained a banker and launched a process to sell a large portfolio of offshore wind developments in the northeastern US.

Ocean Wind I & II, Orsted’s offshore wind developments in New Jersey amounting to 2.5 GW of capacity, are for sale via an auction, according to two sources familiar with the matter.

Jefferies is the exclusive financial advisor on the sale, which is codenamed Project Hummer, the sources said. The process launched this month.

Denmark-based Orsted had previously halted development of Ocean Wind I and II as impairments on the projects climbed above $5bn. And the sale process comes amid the firm’s broader pullback from the offshore wind sector.

In an earnings call this month, Orsted CEO Mads Nipper said the company had plans to sell up to DKK 115bn (USD 16.6bn) in assets by 2030 as it accelerates divestments to boost its balance sheet.

Orsted also said it would withdraw from offshore wind markets in Norway, Spain and Portugal and cut its target for 2030 installed renewable capacity from 50 GW to 35 – 38 GW.

The company has a preference for a new owner acquiring 100% of both Ocean Wind leases and all associated development assets, the sources said.

Targeted COD for the two developments is 2029 and 2031, while estimated capex for each is USD 7.1bn (98 turbines) and USD 7.7bn (82 turbines), respectively.

New Jersey has accelerated offshore wind solicitation schedules and has recently awarded two contracts for 2.4 GW at $112.50/MWh and 1.3 GW at $131.00/MWh compared to the $98.10/MWh for Ocean Wind I and $84.03/MWh for Ocean Wind II awarded back in 2019 and 2021.

Orsted and Jefferies did not respond to requests for comment.

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