0001104659-24-129876.txt : 20241218 0001104659-24-129876.hdr.sgml : 20241218 20241218214144 ACCESSION NUMBER: 0001104659-24-129876 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20241218 DATE AS OF CHANGE: 20241218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVgo Inc. CENTRAL INDEX KEY: 0001821159 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91748 FILM NUMBER: 241560817 BUSINESS ADDRESS: STREET 1: 11835 WEST OLYMPIC BOULEVARD STREET 2: SUITE 900E CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: (310) 954-2900 MAIL ADDRESS: STREET 1: 11835 WEST OLYMPIC BOULEVARD STREET 2: SUITE 900E CITY: LOS ANGELES STATE: CA ZIP: 90064 FORMER COMPANY: FORMER CONFORMED NAME: EVgo Inc DATE OF NAME CHANGE: 20210702 FORMER COMPANY: FORMER CONFORMED NAME: Climate Change Crisis Real Impact I Acquisition Corp DATE OF NAME CHANGE: 20200814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EVgo Member Holdings, LLC CENTRAL INDEX KEY: 0002041483 ORGANIZATION NAME: IRS NUMBER: 844028774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: ONE TOWER CENTER STREET 2: 21ST FLOOR CITY: EAST BRUNSWICK STATE: NJ ZIP: 08816 BUSINESS PHONE: 7322496750 MAIL ADDRESS: STREET 1: ONE TOWER CENTER STREET 2: 21ST FLOOR CITY: EAST BRUNSWICK STATE: NJ ZIP: 08816 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001104659-24-109978 0002041483 XXXXXXXX LIVE 1 Class A Common Stock, $0.0001 par value per share 12/16/2024 false 0001821159 30052F100 EVGO INC.
11835 West Olympic Boulevard Suite 900E Los Angeles CA 90064
Jeffrey Wade 212-615-3456 1700 Broadway 35th Floor New York NY 10019 Adam M. Turteltaub, Esq. 212-728-8000 787 Seventh Avenue New York NY 10019 Y EVgo Holdings, LLC b WC N DE 0.00 5882352.00 0.00 5882352.00 5882352.00 N 4.5 HC Based upon the 130,692,448 shares of Class A Common Stock issued and outstanding as of December 18, 2024, as reported by the Issuer in its Prospectus Supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on December 18, 2024. 0002041483 N EVgo Member Holdings, LLC b WC N DE 0.00 5882352.00 0.00 5882352.00 5882352.00 N 4.5 HC Based upon the 130,692,448 shares of Class A Common Stock issued and outstanding as of December 18, 2024, as reported by the Issuer in its Prospectus Supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on December 18, 2024. 0001725136 N LS Power Equity Partners IV, L.P. b WC N DE 0.00 5882352.00 0.00 5882352.00 5882352.00 N 4.5 PN Based upon the 130,692,448 shares of Class A Common Stock issued and outstanding as of December 18, 2024, as reported by the Issuer in its Prospectus Supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on December 18, 2024. 0002041750 N LS Power Partners IV, LP b WC N DE 0.00 5882352.00 0.00 5882352.00 5882352.00 N 4.5 PN Based upon the 130,692,448 shares of Class A Common Stock issued and outstanding as of December 18, 2024, as reported by the Issuer in its Prospectus Supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on December 18, 2024. 0002041749 N LS Power Fund IV GP, LLC b WC N DE 0.00 5882352.00 0.00 5882352.00 5882352.00 N 4.5 OO Based upon the 130,692,448 shares of Class A Common Stock issued and outstanding as of December 18, 2024, as reported by the Issuer in its Prospectus Supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on December 18, 2024. 0002041747 N LS Power Equity Advisors LLC b WC N DE 0.00 5882352.00 0.00 5882352.00 5882352.00 N 4.5 OO Based upon the 130,692,448 shares of Class A Common Stock issued and outstanding as of December 18, 2024, as reported by the Issuer in its Prospectus Supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on December 18, 2024. 0001870860 N David Nanus b WC N X1 0.00 5882352.00 0.00 5882352.00 5882352.00 N 4.5 IN Based upon the 130,692,448 shares of Class A Common Stock issued and outstanding as of December 18, 2024, as reported by the Issuer in its Prospectus Supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on December 18, 2024. Class A Common Stock, $0.0001 par value per share EVGO INC. 11835 West Olympic Boulevard Suite 900E Los Angeles CA 90064 This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is being filed with respect to the Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of EVgo Inc. to amend the Schedule 13D filed on October 18, 2024 (as amended by Amendment No. 1, the "Schedule 13D"). This Schedule 13D is being filed on behalf of: EVgo Holdings, LLC ("EVgo Holdings"), a Delaware limited liability company; EVgo Member Holdings, LLC ("EVgo Member"), a Delaware limited liability company; LS Power Equity Partners IV, L.P. ("LSPEP IV"), a Delaware limited partnership; LS Power Partners IV, LP ("LSPEP IV GP"), a Delaware limited partnership; LS Power Fund IV GP, LLC ("LSPEP IV Ultimate GP"), a Delaware limited liability company; LS Power Equity Advisors, LLC ("LSP Advisors" and together with EVgo Member, LSPEP IV, LSPEP IV GP and LSPEP IV Ultimate GP, the LS Power Entities), a Delaware limited liability company; David Nanus ("Mr. Nanus," who, together with EVgo Holdings, EVgo Member, LSPEP IV and LSP Advisors, may be referred to herein as the "Reporting Persons"). The address of the principal business and principal office of each of the Reporting Persons is 1700 Broadway, 35th Floor, New York, New York 10019. The principal business of EVgo Holdings and EVgo Member is to hold securities in the Issuer. The principal business of LSPEP IV is making private equity and related investments. The principal business of LSPEP IV GP is acting as the general partner of LSPEP IV. The principal business of LSPEP IV Ultimate GP is acting as the general partner LSPEP IV GP. The principal business of LSP Advisors is managing the investments of LSPEP IV and other private equity funds (LSPEP IV and such other private equity funds referred to herein as "LS Power Funds"). The principal business of Mr. Nanus is to manage the investments of the LS Power Funds. EVgo Member is the sole voting member of EVgo Holdings. LSPEP IV is the sole member of EVgo Member. LSPEP IV GP is the general partner of LSPEP IV. LSPEP IV Ultimate GP is the general partner of LSPEP IV GP. LSP Advisors is the sole member of LSPEP IV Ultimate GP. Each of LSPEP IV, LSPEP IV GP, LSPEP IV Ultimate GP and LSP Advisors may be deemed to have shared voting and investment power with respect to the shares directly owned by EVgo Member and therefore may be deemed to beneficially own such shares. Mr. Nanus, through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, Mr. Nanus may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. Mr. Nanus disclaims beneficial ownership of such shares. None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The jurisdiction of organization of each of the Reporting Persons is set forth in subsection (a) above. Mr. Nanus is a citizen of the United States. Item 4 of the Schedule 13D is hereby amended and restated in its entirety: The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. On December 16, 2024, the Issuer redeemed from EVgo Holdings 23,000,000 shares of the Company's Class B Common Stock. In connection with such redemption, the Issuer issued to EVgo Holdings 23,000,000 shares of Class A Common Stock. Also on December 16, 2024, EV Holdings agreed to sell 23,000,000 shares of Class A Common Stock at a public offering price of $5.00 per share in an underwritten public offering (the "Offering"). The Reporting Persons granted the underwriters an option to purchase up to 3,450,000 additional shares of Common Stock within 30 days of the pricing of the Offering. The Reporting Persons acquired the securities reported herein in connection with an underwritten equity offering. The Reporting Persons intend to participate in the management of the Issuer through representation on the Issuer's Board of Directors. Except as set forth in this Schedule 13D, the Reporting Persons have no plans or proposals at present that relate to or would result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to regularly review their investment in the Issuer. Based on such review as well as other factors (including, among other things, their evaluation of the Issuer's business, prospects and financial condition, the market price for the Issuer's securities, other opportunities available to them and general market, industry and economic conditions), the Reporting Persons, and/or other persons affiliated with them, may, and reserve the right to, evaluate their investments and make strategic decisions based thereon, including disposing of, or causing to be disposed, a portion of the Securities beneficially owned by them, in the public market through open market sales, registered or unregistered block trades, in privately negotiated transactions, redemptions by the Issuer or otherwise. The Reporting Persons may formulate such plans or proposals for, and may from time to time explore, or make such proposals relating to, transactions or actions which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D. In connection with the Offering, on December 16, 2024, EVgo Holdings and the directors and officers of the Issuer each entered into lock-up agreements with the underwriters (the "Lock-up Agreements") pursuant to which they each agreed, subject to certain exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock for a period of 60 days from date of filing of the final prospectus relating to the Offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety the full text of the Lock-Up Agreement, a form of which is filed as an exhibit to this Amendment No. 1 and incorporated herein by reference. Pursuant to the Amended and Restated Limited Liability Company Agreement of EVgo OpCo, LLC, dated as of July 1, 2021, EVgo OpCo LLC is obligated to offer to redeem shares of Common Stock held by EVgo Holdings at least once per quarter. EVgo Holdings may, but is not obligated to, accept such redemption. Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety: The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5. As of the date of this Amendment No. 1, EVgo Holdings and EVgo Member beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D with respect to such persons. As a result of their relationship with the EVgo Member, each of LSPEP IV, LSPEP IV GP and LSPEP IV Ultimate GP, each of LSPEP IV, LSPEP IV GP, LSPEP IV Ultimate GP and LSP Advisors, respectively, may be deemed the beneficial owner of such shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D. Mr. Nanus through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, Mr. Nanus may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. Mr. Nanus disclaims beneficial ownership of such shares. Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety: The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5. As of the date of this Amendment No. 1, EVgo Holdings and EVgo Member beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D with respect to such persons. As a result of their relationship with the EVgo Member, each of LSPEP IV, LSPEP IV GP and LSPEP IV Ultimate GP, each of LSPEP IV, LSPEP IV GP, LSPEP IV Ultimate GP and LSP Advisors, respectively, may be deemed the beneficial owner of such shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D. Mr. Nanus through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, Mr. Nanus may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. Mr. Nanus disclaims beneficial ownership of such shares. Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety: The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5. In connection with and prior to the completion of the Offering, the Issuer will redeem from EVgo Holdings 23,000,000 shares of the Company's Class B Common Stock in exchange for 23,000,000 shares of Class A Common Stock, which shares will be sold in the Offering. Item 5(d) of the Schedule 13D is hereby amended and restated in its entirety: The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5. Except as set forth in this Item 5, no other person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of such shares of Common Stock. Item 5(e) of the Schedule 13D is hereby amended and restated in its entirety: The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5. As of December 16, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Common Stock of the Issuer. Item 6 of the 13D is hereby further amended by adding the following at the end thereof: Lock-up Agreement In connection with the Offering, on December 16, 2024, EVgo Holdings and the directors and officers of the Issuer each entered into lock-up agreements with the underwriters (the "Lock-up Agreements") pursuant to which they each agreed, subject to certain exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock for a period of 60 days from date of filing of the final prospectus relating to the Offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety the full text of the Lock-Up Agreement, a form of which is filed as an exhibit to this Amendment No. 1 and incorporated herein by reference. Item 7 of the Schedule 13D is hereby amended to include the following: Exhibit 4: Joint Filing Agreement Exhibit 5: Form of Lock-Up Agreement, dated December 16, 2024 (incorporated by reference to the Current Report on Form 8-K of EVgo, Inc., filed on December 18, 2024). Exhibit 6: Amended and Restated Limited Liability Company Agreement of EVgo OpCo, LLC, dated July 1, 2021 (incorporated by reference to the Current Report on Form 8-K of EVgo, Inc., filed on July 8, 2021). EVgo Holdings, LLC Jeffrey Wade Jeffrey Wade/Chief Compliance Officer 12/18/2024 EVgo Member Holdings, LLC Jeffrey Wade Jeffrey Wade/Chief Compliance Officer 12/18/2024 LS Power Equity Partners IV, L.P. Jeffrey Wade Jeffrey Wade/Chief Compliance Officer 12/18/2024 LS Power Partners IV, LP LS Power Partners IV, LP/its general partner 12/18/2024 LS Power Fund IV GP, LLC LS Power Fund IV GP, LLC/its general partner 12/18/2024 LS Power Partners IV, LP Jeffrey Wade Jeffrey Wade/Chief Compliance Officer 12/18/2024 LS Power Fund IV GP, LLC LS Power Fund IV GP, LLC/its general partner 12/18/2024 LS Power Fund IV GP, LLC Jeffrey Wade Jeffrey Wade/Chief Compliance Officer 12/18/2024 LS Power Equity Advisors LLC Jeffrey Wade Jeffrey Wade/Chief Compliance Officer 12/18/2024 David Nanus David Nanus David Nanus 12/18/2024 EX-4 2 tm2431495d1_ex4.htm EXHIBIT 4

 

Exhibit 4

 

JOINT FILING AGREEMENT

 

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

 

 

Dated: December 18, 2024 EVGO HOLDINGS, LLC
   
    By: /s/ Jeffrey Wade
      Name: Jeffrey Wade
      Title: Chief Compliance Officer

 

 

Dated: December 18, 2024 EVGO MEMBER HOLDINGS, LLC
   
    By: /s/ Jeffrey Wade
      Name: Jeffrey Wade
      Title: Chief Compliance Officer

 

Dated: December 18, 2024 LS POWER EQUITY PARTNERS IV, L.P.
   
    By: LS Power Partners IV, LP,
  its general partner
   
  By: LS Power Fund IV GP, LLC, its general partner
     
    By: /s/ Jeffrey Wade
    Name: Jeffrey Wade
    Title: Chief Compliance Officer

 

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Dated: December 18, 2024 LS POWER PARTNERS IV, L.P.
   
    By: LS Power Fund IV GP, LLC,
      its general partner

 

    By: /s/ Jeffrey Wade
      Name: Jeffrey Wade
      Title: Chief Compliance Officer

 

Dated: December 18, 2024 LS POWER FUND IV GP, LLC
   
    By: /s/ Jeffrey Wade
      Name: Jeffrey Wade
      Title: Chief Compliance Officer

 

Dated: December 18, 2024 LS POWER EQUITY ADVISORS, LLC
   
    By: /s/ Jeffrey Wade
      Name: Jeffrey Wade
      Title: Chief Compliance Officer

 

Dated: December 18, 2024 /s/ David Nanus
  David Nanus

 

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