- e2Companies LLC (“e2” or the “Company”) is the creator of the
industry’s first Virtual Utility® and a leading provider of
integrated solutions for power generation, distribution and energy
economics.
- e2 has a track record of sustained revenue growth at a CAGR of
110% since 2021, with unaudited full year 2024 revenue of $28.7
million, and a customer pipeline of more than a billion dollars in
qualified opportunities.
- e2 is seeing strong demand for its power solutions across
industry sectors. Its current and past customers include Nabors
Industries, Liberty Mutual, FedEx, GEICO, Cleveland Clinic, Case
Western Reserve University, Erie County Public Works, Frontier
Communications, and GlaxoSmithKline.
- e2’s technology addresses several challenges arising from the
international growth of data centers, including meeting the
volatile power demand and hyper dynamic processing ability of new
AI chips, positioning the Company to benefit from the AI data
center boom.
- e2 recently announced a strategic collaboration with Nabors
Industries Ltd. (“Nabors”) to bring e2’s integrated power solutions
to the oilfield and broader energy markets.
- The transaction is expected to provide approximately $400
million in gross proceeds to the new public company, inclusive of
approximately $331 million of cash held in Nabors Energy Transition
Corp. II’s (“NETD”) trust account (before giving effect to
potential redemptions) and proceeds from a private placement of
NETD common stock or structured securities or e2 units or
structured securities (the “Private Placement”).
- The transaction values e2 at a pre-money equity value of $500
million, providing an attractive entry point for NETD shareholders.
e2’s pro forma enterprise value of the new public company is
approximately $770 million with a pro forma equity value of
approximately $1 billion (each assuming no redemptions and
anticipated Private Placement proceeds).
- Existing e2 unitholders and management will roll 100% of their
equity holdings into the new public company. The transaction is
expected to be completed during the third quarter of 2025.
- The combined entity will be named e2Companies, Inc. and is
expected to be listed on Nasdaq under the ticker symbol
“VUTL”.
e2Companies LLC, an innovative provider of integrated solutions
for on-site power generation, distribution and energy
cost-optimization, and Nabors Energy Transition Corp. II (Nasdaq:
NETD), today announced a definitive agreement for a business
combination (the “Transaction” or the “Business Combination”) that
would result in e2 becoming a publicly-listed company on Nasdaq
under the ticker symbol “VUTL”.
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the full release here:
https://www.businesswire.com/news/home/20250212923682/en/
e2Companies, Creator of the Energy
Industry’s First Virtual Utility®, To Go Public Through Business
Combination with Nabors Energy Transition Corp. II (Photo: Business
Wire)
NETD is primarily sponsored by Nabors Industries Ltd. (NYSE:
NBR), a leading provider of advanced technology for the energy
industry and one of the world’s largest drilling rig, services and
technology providers. e2 recently announced a strategic
collaboration with Nabors on integrated power solutions for the
oilfield and broader energy markets.
Company Background
e2 is the creator of the energy industry’s first Virtual
Utility®, an AI-based platform that delivers integrated hardware
and software solutions for on-site power generation, energy
storage, distribution and improved energy cost economics to power
critical industries such as manufacturing, data centers, oil &
gas, and healthcare.
e2’s Virtual Utility® platform delivers uninterruptible, on-site
power generation combined with energy storage and grid optimization
services through utilization of both hardware and AI-enabled
software integrated solutions. Virtual Utility® delivers a
resilient and customizable alternative to diesel engines and
traditional power grids.
The Company’s patented R3Di® System, the heart of the Virtual
Utility®, is a self-contained, turnkey, on-site power hardware
system that can operate behind-the-meter without reliance on a grid
interconnection and as such is agnostic as to its energy source.
The R3Di® system has been verified to save approximately 13,000
tons of CO2 emissions over its lifetime compared to conventional
backup power systems and is future proofed for compatibility with a
wide range of renewable power generation sources. In addition, the
R3Di® system absorbs a higher range of load profiles than
conventional backup systems, making it ideal for critical
industries with volatile power demand, such as oil & gas and
some nascent AI technologies. Grove365®, the system’s AI-powered
grid response optimization monitoring software platform, acts as an
operational hub, providing real-time data and AI-based predictive
analytics.
The Virtual Utility® system addresses several challenges arising
from the AI data center boom and global electrification of
economies. As worldwide electric grids age, upgrading or replacing
infrastructure has become backlogged - at the exact time that calls
on the traditional electric grid are increasing faster than ever.
Costs and timelines to make the traditional grid capable of meeting
this demand have become unacceptable to many, with electric utility
interconnections often taking five or more years to be completed,
if completed at all. In this environment, localized microgrids,
such as those enabled by e2’s systems, have emerged as turnkey
solutions for delivering reliability and meeting the world’s
growing electricity demand. Additionally, Virtual Utility® is one
of the only solutions that stabilizes the hyper-dynamic processing
ability of data centers with AI chips, positioning the Company to
significantly benefit from the growing power demands of the AI data
center boom.
e2’s products and solutions have been deployed, or are
contracted to be deployed, at more than 165 sites globally, with
customers that include Nabors, Liberty Mutual, FedEx, ESPN, GEICO,
Cleveland Clinic, Case Western Reserve University, Erie County
Public Works, Frontier Communications, and GlaxoSmithKline. The
Company’s Grove365® platform currently monitors 490 assets at 165
locations globally and has operated for a total of over 90 million
grid monitoring hours. e2 has demonstrated sustained rapid revenue
growth at a CAGR of 110% since 2021, with unaudited full year 2024
revenues of $28.7 million, and believes this transaction will
better enable it to continue to capitalize on a customer pipeline
of more than a billion dollars in qualified opportunities.
e2’s Flexible Business Model
e2’s business model reflects the diversity of needs of its
customers, allowing a range of engagements, from equipment sales
and service to full-service energy management.
Under e2’s original equipment manufacturer sales (OEM) model,
the Company sells customers R3Di® system hardware to manage
provision of power to facilities, whether from a grid
interconnection or distributed power generation assets. Typical
customer contracts remain in place for 15 years, during which time
e2 provides customers with monitoring, maintenance and compliance
services for the equipment.
Alternatively, e2’s energy service agreement (ESA) model sees
the Company provide comprehensive energy solutions to customers,
including installation, operation and maintenance of R3Di® systems
at the customer’s site, and generation of on-site power. e2
utilizes its Grove365® to monitor system performance and usage in
this full-service model, in which equipment remains on e2’s balance
sheet. Contracts for ESA engagements are typically 15 years in
duration.
e2 also provides certain fee-based grid monitoring and
compliance services through its AI-based Grove365® platform, the
data from which further strengthens the AI capabilities of the
Grove365® platform to remotely direct e2’s energy management
units.
Strategic Collaboration with Nabors Industries
On December 10, 2024, e2 and Nabors, NETD’s primary sponsor,
announced a strategic collaboration that will expand e2’s
opportunities for integrated power solutions in the oilfield and
broader energy markets.
By combining Nabors’ global expertise and relationships in oil
and gas and energy transition with e2’s Virtual Utility®, the
companies aim to develop and market tailored solutions for the
unique demands of the oilfield. e2 and Nabors are jointly
discussing strategies, designs and multi-million-dollar purchase
orders to deploy e2’s R3Di on-site power units with oilfield
customers and other strategic partners. Additionally, the parties
expect to collaborate on U.S.-based energy storage solutions to
potentially further improve R3Di® system performance.
Oil and gas operations account for 15% of global energy-related
emissions and the global market for oil and gas electrification is
expected to grow at a 31% CAGR to more than $23 billion by 2030,
according to research by Global Market Insights Inc. Companies
transitioning away from diesel-powered operations to reduce costs
and emissions require reliable microgrid power solutions that avoid
overloading electrical grids, especially considering competing
demands from the growth in AI and data centers and increasing
industrial electrification. The global microgrid market size is
projected to reach $87.8 billion by 2029, growing at a CAGR of
18.5% between 2024 to 2029, according to MarketsandMarkets
research.
Management Commentary
James Richmond, Executive Chairman and CEO of e2, commented,
“Electric power demand is rising rapidly across a variety of
sectors in the economy, including data centers, industrials and oil
and gas, exceeding historical highs and on pace to outstrip supply.
As companies globally electrify their operations to meet
decarbonization goals, our power solutions solve the critical
issues of grid resiliency and reliability that have become a focal
point for ensuring business continuity. Our business combination
with NETD and strategic collaboration with Nabors will accelerate
the deployment of our integrated power solutions to address the
grid instability challenges that have emerged as a result of this
growing supply and demand imbalance.”
Anthony Petrello, President and CEO of NETD and Chairman,
President and CEO of Nabors, commented, “We believe the e2 solution
has clear, value-creating application in the oilfield sector. We
will be working together to drive market penetration of e2’s
portfolio. Moreover, given the widely acknowledged and increasing
challenges to the global electrical grid and surging power demand –
driven in part by data centers supporting artificial intelligence
and the rapid rise of electrification – we believe e2 is uniquely
positioned to capitalize on these market tailwinds. We believe the
business combination with NETD will further accelerate e2’s growth
and deliver long-term shareholder value while furthering Nabors’
commitment to ‘Energy Without Compromise’ and support of companies
on the cutting edge of advanced energy technology.”
Transaction Overview
The Transaction is expected to provide approximately $400
million in gross proceeds to the new public company, inclusive of
$331 million of cash held in NETD’s trust account (before giving
effect to potential redemptions) and anticipated Private Placement
proceeds.
The Transaction values e2 at a pre-money equity value of $500
million, providing an attractive entry point for NETD shareholders.
It also implies a pro forma enterprise value of the new public
company of approximately $770 million and a pro forma equity value
of approximately $1 billion (each assuming no redemptions and
anticipated Private Placement proceeds).
e2’s existing management team will continue to lead the Company
following the completion of the Transaction. No existing e2
shareholders or management will receive cash (other than payment of
certain fees to e2 management) as part of the Transaction, as all
will roll 100% of their equity holdings into the new public
company. Additionally, e2’s management team, e2’s primary
shareholders, NETD’s sponsor and certain affiliates of NETD’s
sponsor have committed to customary lock-ups.
The proposed Transaction was unanimously approved by the Boards
of Directors of NETD and e2. Completion of the proposed Transaction
is subject to customary closing conditions and is anticipated to
occur in the third quarter of 2025.
Additional information about the proposed Transaction, including
a copy of the business combination agreement and the investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by NETD with the U.S. Securities and Exchange Commission
(the “SEC”) and available at www.sec.gov.
Legal Advisors
Vinson & Elkins LLP is acting as legal advisor to NETD.
Haynes & Boone LLP is acting as legal advisor to e2. Milbank
LLP is acting as legal advisor to Nabors.
About e2Companies
e2 is the first vertically integrated Virtual Utility® for power
generation, distribution, and energy economics in the marketplace.
e2’s patented technology, the R3Di® System, provides automated grid
stability for continuous on-site power and seamless resiliency,
independent of grid conditions. The R3Di® System is continuously
monitored by the Grove365® to optimize resources, track ESG
targets, and unlock new revenue opportunities for customers. This
automated platform is self-sustaining and designed to adapt to
future grid advancements including renewables, hydrogen,
geothermal, biofuel, and autonomous grid operations.
About Nabors Energy Transition Corp. II
Nabors Energy Transition Corp. II is a blank check company
formed for the purpose of effecting a merger, amalgamation, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses or
entities. NETD intends to identify solutions, opportunities,
companies or technologies that focus on advancing the energy
transition; specifically, ones that facilitate, improve or
complement the reduction of carbon or greenhouse gas emissions
while satisfying growing energy consumption across markets
globally.
About Nabors Industries
Nabors Industries Ltd. (NYSE: NBR) is a leading provider of
advanced technology for the energy industry. With presence in more
than 20 countries, Nabors has established a global network of
people, technology and equipment to deploy solutions that deliver
safe, efficient and responsible energy production. By leveraging
its core competencies, particularly in drilling, engineering,
automation, data science and manufacturing, Nabors aims to innovate
the future of energy and enable the transition to a lower-carbon
world.
Important Information for Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval.
In connection with the Business Combination, NETD and e2 will
file with the SEC registration statement on Form S-4 (the
“Registration Statement”), which will include (i) a preliminary
prospectus of NETD relating to the offer of securities to be issued
in connection with the Business Combination, (ii) a preliminary
proxy statement of NETD to be distributed to holders of NETD’s
capital shares in connection with NETD’s solicitation of proxies
for vote by NETD’s shareholders with respect to the Business
Combination and other matters described in the Registration
Statement and (iii) a consent solicitation statement of e2 to be
distributed to unitholders of e2 in connection with e2’s
solicitation for votes to approve the Business Combination. NETD
and e2 also plan to file other documents with the SEC regarding the
Business Combination. After the Registration Statement has been
declared effective by the SEC, a definitive proxy
statement/prospectus/consent solicitation statement will be mailed
to the shareholders of NETD and unitholders of e2. INVESTORS AND
SECURITY HOLDERS OF NETD AND E2 ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION
STATEMENT CONTAINED THEREIN (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS RELATING TO THE
BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus/consent solicitation
statement and other documents containing important information
about NETD and e2 once such documents are filed with the SEC,
through the website maintained by the SEC at http://www.sec.gov. In
addition, the documents filed by NETD may be obtained free of
charge from NETD’s website at www.nabors-etcorp.com or by written
request to NETD at 515 West Greens Road, Suite 1200, Houston, TX
77067.
Participants in the Solicitation
NETD, Nabors, e2 and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of NETD in connection with the
Business Combination. Information about the directors and executive
officers of NETD is set forth in NETD’s Annual Report on Form 10-K
for the year ended December 31, 2023, filed with the SEC on March
27, 2024. To the extent that holdings of NETD’s securities have
changed since the amounts printed in NETD’s Annual Report on Form
10-K for the year ended December 31, 2023, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus/consent solicitation
statement and other relevant materials to be filed with the SEC
when they become available. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward Looking Statements
The information included herein and in any oral statements made
in connection herewith include “forward-looking statements”. All
statements, other than statements of present or historical fact
included herein, regarding the Business Combination, NETD’s and
e2’s ability to consummate the Transaction, the benefits of the
Transaction and NETD’s and e2’s future financial performance
following the Transaction, as well as NETD’s and e2’s strategy,
future operations, financial position, estimated revenues and
losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used herein,
including any oral statements made in connection herewith, the
words “could,” “should,” “will,” “may,” “believe,” “anticipate,”
“intend,” “estimate,” “expect,” “project,” the negative of such
terms and other similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words. These forward-looking
statements are based on NETD and e2 management’s current
expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law, NETD
and e2 disclaim any duty to update any forward-looking statements,
all of which are expressly qualified by the statements in this
section, to reflect events or circumstances after the date hereof.
NETD and e2 caution you that these forward-looking statements are
subject to risks and uncertainties, most of which are difficult to
predict and many of which are beyond the control of NETD and e2.
These risks include, but are not limited to, general economic,
financial, legal, political and business conditions and changes in
domestic and foreign markets; the inability of the parties to
successfully or timely consummate the Transactions or to satisfy
the conditions to the closing of the Transactions, including
satisfaction of the minimum proceeds condition and the risk that
any required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect
the combined company; the risk that the approval of the
shareholders of NETD for the Transaction is not obtained; the
failure to realize the anticipated benefits of the Transaction,
including as a result of a delay in consummating the Transaction or
difficulty in, or costs associated with, integrating the businesses
of NETD and e2; the amount of redemption requests made by NETD’s
shareholders; the outcome of any current or future legal
proceedings or regulatory investigations, including any that may be
instituted against NETD or e2 following announcement of the
Transaction; the occurrence of events that may give rise to a right
of one or both of NETD and e2 to terminate the definitive
agreements related to the Business Combination; difficulties or
delays in the development of e2’s business; the risks related to
the rollout of e2’s business and the timing of expected business
milestones; potential benefits and commercial attractiveness to its
customers of e2’s products; the potential success of e2’s marketing
and expansion strategies; the effects of competition on e2’s future
business; the ability of e2 to convert its currently contracted
revenues from new original equipment manufacturer sales and energy
service agreements into actual revenue; the ability of e2 to
recruit and retain key executives, employees and consultants; and
the ability of e2 management to successfully manage a public
company. Should one or more of the risks or uncertainties described
herein and in any oral statements made in connection therewith
occur, or should underlying assumptions prove incorrect, actual
results and plans could differ materially from those expressed in
any forward-looking statements. Additional information concerning
these and other factors that may impact NETD’s expectations can be
found in NETD’s periodic filings with the SEC, including NETD’s
Annual Report on Form 10-K filed with the SEC on March 27, 2024 and
any subsequently filed Quarterly Reports on Form 10-Q. NETD’s SEC
filings are available publicly on the SEC’s website at
www.sec.gov.
e2 Investor Center, Announcement Webcast:
www.e2companies.com/investors
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250212923682/en/
e2 Media & Investor Contact: e2Companies@icrinc.com
Nabors and NETD Investor Contacts: William C. Conroy +1
281-775-2423 william.conroy@nabors.com Kara Peak +1 281-775-4954
kara.peak@nabors.com Nabors and NETD Media Contact: Kolby
Franz +1 281-775-8536 Kolby.franz@nabors.com
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