ADIT EDTE - Griid Infrastructure LLC ("GRIID") is a profitable, vertically integrated bitcoin self-mining company with three US-based facilities and planned mining capacity of 734 megawatts (MW) operational by 2023 with a power cost of less than $25/MWh.
- GRIID anticipates fiscal year 2023 revenue of $1.6 billion.
- The merger between GRIID and Adit EdTech Acquisition Corp. ("ADEX") represents a pro forma combined company enterprise value of approximately $3.3 billion.
- The $246 million of anticipated net transaction proceeds, assuming no redemptions, and an existing $525 million credit facility will be used to fund GRIID's growth and accelerate scale.
Griid Infrastructure LLC (together with GRIID Holdco (as defined below), "GRIID" or the "Company"), a vertically integrated, bitcoin self-mining company, and Adit EdTech Acquisition Corp. ("Adit EdTech") (NYSE: ADEX, ADEX.U, and ADEX.WS), a special purpose acquisition company sponsored by an affiliate of Adit Ventures, LLC ("Adit"), announced today that they have entered into a definitive merger agreement under which Adit EdTech will acquire Griid Holdco LLC ("GRIID Holdco"), a newly formed holding company and parent of GRIID. Upon completion of the proposed transaction. the combined company is expected to operate under the name "GRIID Infrastructure Inc." and be listed on the NYSE under the new ticker symbol "GRDI".
Based in Cincinnati, Ohio, GRIID is a profitable, vertically integrated bitcoin self-mining company that owns and operates a growing portfolio of energy infrastructure and bitcoin mining facilities across the United States. GRIID supports the growth of carbon-free energy generation by procuring low-cost energy to build, manage, and operate its portfolio of vertically integrated bitcoin mining facilities. GRIID management reports that it has over 1,300 MW of power (under agreement, MOU or LOI), of which 734 MW will be operational by 2023, with a breakeven bitcoin production cost materially below its peers and a cost of scaled bitcoin production of under $6,225 per BTC.
Trey Kelly, CEO of GRIID, said, "We are building an American infrastructure company with the largest pipeline of committed, carbon-free power among public bitcoin miners at the lowest cost of scaled production. Our team has demonstrated a track record of successful execution over the past three years since starting the company, and we look forward to delivering expansion of capacity through this transaction."
David Shrier, CEO of Adit EdTech, added, "Carbon-free mining is the future of bitcoin. GRIID's combination of a large pipeline of low-cost, carbon-free power, distinctive access to next generation ASICs, and market-leading execution position them to generate attractive profitability and growth."
Eric Munson, Adit's founder and Managing Partner, said, "GRIID's focus on utilizing next generation computing power for more efficient clean power utilization and grid management demonstrates the broader economic potential of green infrastructure."
Key Transaction Terms
The proposed transaction values the combined company at an implied fully diluted pro forma enterprise value of approximately $3.3 billion, assuming no redemptions of shares of Adit EdTech by its public stockholders and approximately $125 million of debt outstanding as of the closing (which debt is drawn down under GRIID's $525 million secured credit facility with Blockchain.com). The transaction is expected to provide approximately $246 million of cash at closing from Adit EdTech's trust account, after payment of Adit EdTech's transaction expenses and without giving effect to any redemptions by Adit EdTech public stockholders.
Assuming no redemptions, current GRIID equity holders will own approximately 90%, Adit EdTech public stockholders will own approximately 8% and Adit EdTech's sponsor will own approximately 2% of the outstanding shares of voting stock of the combined company at closing, respectively. GRIID's existing management team, led by President and CEO Trey Kelly, will continue to lead the business.
The proposed transaction has been unanimously approved by the board of directors of Adit EdTech and the board of managers of GRIID Holdco. The proposed transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including the receipt of regulatory approvals and approval of Adit EdTech's stockholders.
Additional information about the proposed transaction, including a copy of the agreement, an investor presentation, and plan of merger, will be provided in a Current Report on Form 8-K to be filed by Adit EdTech on November 30, 2021, with the U.S. Securities and Exchange Commission (the "SEC") and will be available at www.sec.gov.
Advisors
Wells Fargo Securities LLC, acted as the financial advisor to Adit EdTech for capital markets and M&A advisory services. Lincoln International LLC acted as financial advisor to Adit EdTech to provide a fairness opinion. Arthur D. Little LLC acted as advisor to Adit EdTech for technical and commercial due diligence. Edelstein & Company, LLP acted as advisor to Adit EdTech for accounting and tax due diligence and quality of earnings assessment. Evolve Security, LLC acted as cybersecurity advisor to Adit EdTech for external, internal and wireless security testing and assessment. Covington & Burling LLP acted as legal advisor to Adit EdTech.
Troutman Pepper Hamilton Sanders LLP acted as legal advisor to GRIID.
About GRIID
GRIID, an American infrastructure company, is a vertically integrated bitcoin self-mining company that owns and operates a growing portfolio of bitcoin mining facilities across the United States. Founded in 2018 and headquartered in Cincinnati, Ohio, GRIID has secured one of the largest and lowest-cost power pipelines in the industry with a focus on carbon-free generation partners. With its unique vertically integrated business model and power pipeline, GRIID is leading the global effort to support the Bitcoin network and carbon-free energy markets. To learn more, visit griid.com.
For more information, please see the official Press Release.
Released November 30, 2021
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Adit EdTech Acquisition Corp. published this content on 30 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 December 2021 04:36:02 UTC.
