Item 1.01Entry into a Material Definitive Agreement.
On November 10, 2022, EVgo Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. and Evercore Group, L.L.C. as sales agents (the “Agents”). Pursuant to the terms of the Agreement, the Company may sell from time to time through the Agents (the “Offering”), shares of the Company’s Class A common stock, par value $0.0001 per share, having an aggregate offering price of up to $200,000,000 (the “Common Stock”).
Any Common Stock offered and sold in the Offering will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-266753) filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2022 and declared effective on August 25, 2022 (the “Registration Statement”), the prospectus supplement relating to the Offering filed with the SEC on November 10, 2022 and any additional applicable prospectus supplements related to the Offering that form a part of the Registration Statement. Sales of Common Stock, if any, under the Agreement may be made by any means permitted by law, including by means of ordinary brokers’ transactions, in over the counter transactions, in negotiated transactions or in any transaction that meets the definition of an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).
The Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agents, including with respect to liabilities under the Securities Act, other obligations of the parties and termination provisions. Under the terms of the Agreement, the Company will pay the Agents a commission of up to 3% of the gross sales price of the Common Stock sold.
The Company plans to use the net proceeds from the Offering, after deducting the Agents’ commissions and the Company’s offering expenses, for general corporate purposes, which may include, among other things, additions to working capital, repayment or refinancing of any indebtedness or other corporate obligations, financing of capital expenditures and acquisitions and investment in existing and future projects. Pending the use of the net proceeds as described above, the Company intends to invest these net proceeds in investment-grade interest-bearing obligations, highly liquid cash equivalents, certificates of deposit, or direct or guaranteed obligations of the United States of America.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. A legal opinion relating to the Common Stock is filed herewith as Exhibit 5.1.