Hyliion to Combine With Tortoise, a Special Purpose Acquisition Company

San Francisco – June 22, 2020 – Cooley advised Hyliion, provider of electrified powertrain solutions for Class 8 commercial vehicles, on its agreement to combine with Tortoise, a publicly traded special purpose acquisition company or SPAC. The transaction, expected to close in Q3, will drive Hyliion’s corporate expansion and further the development and commercialization of its powertrain solutions, along with the support of the company’s robust network of industry partners. Partners Garth Osterman, David Peinsipp and Kristin VanderPas led the Cooley team advising Hyliion on the agreement.  

The pro forma implied market capitalization of the combined company, Hyliion Holdings, is more than $1.5 billion. Hyliion Holdings will receive $560 million of proceeds from an upsized $325 million PIPE, along with cash held in trust assuming no public shareholders of Tortoise exercise their redemption rights at closing. The funds will be used to accelerate product commercialization, production and operational growth and for general corporate purposes.

“We are building solutions that are available today and address the immediate needs of today’s trucking fleets,” Thomas Healy, CEO and founder of Hyliion, said in a statement. “Hyliion’s solutions were specifically developed to utilize existing infrastructure in an effort to support rapid technology deployment. Our mission is to enable our fleet customers to quickly realize lower carbon emissions and significantly lower cost of ownership benefits provided by our technology.”

Healy will continue as CEO of Hyliion Holdings and is joined by Hyliion’s executive team. The combined company’s board will include existing members from Hyliion and Tortoise. Upon closing, Hyliion Holdings will remain on the NYSE under the new symbol “HYLN.” 

Leveraging advanced software algorithms and data analytics capabilities, Hyliion offers fleets an easy, efficient system to decrease fuel and operating expenses while seamlessly integrating with their existing operations. It designs, develops and sells electrified powertrain solutions for heavy duty Class 8 trucks from any of the leading commercial vehicle manufacturers, transforming the transportation industry’s environmental impact at scale.

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Related Contacts
Garth Angelo Osterman  Partner San Francisco
David Peinsipp  Partner San Francisco, Palo Alto
Kristin VanderPas  Partner San Francisco
Drew Williamson  Partner San Francisco
Edward Wang  Associate San Francisco
Grady Chang  Associate Los Angeles – Santa Monica, Los Angeles – Downtown
Howard Morse  Partner Washington, DC
Julia R. Brinton  Associate Washington, DC
Lois Voelz  Senior Counsel Palo Alto