Hyliion, Inc. executed, non-binding letter of intent to acquire Tortoise Acquisition Corp. (NYSE:SHLL) ('TortoiseCorp') for $1 billion in a reverse merger transaction on March 20, 2020. Hyliion, Inc. entered into a business combination agreement to acquire Tortoise Acquisition Corp. in a reverse merger transaction on June 18, 2020. All Hyliion convertible debt and equity holders will receive stock of the combined public company pursuant to which Hyliion will own 62% stake ownership; will receive 100 million new shares of Tortoise. Upon completion of the business combination, Thomas Healy will beneficially own approximately 22.9% of the outstanding New Hyliion Common Stock and Hyliion's executive officers, directors and their respective affiliates as a group will beneficially own approximately 35.3% of the outstanding New Hyliion Common Stock, assuming no redemptions. In related transactions, certain shareholders of Tortoise entered into lock up agreements to protect its shares and entered into separate subscription agreements pursuant to which the Tortoise agreed to sell its shares at a price of $307.5 million in a private placement. In other related transactions, certain stockholders of Tortoise entered into stockholder support agreement, shareholder rights agreement and forward purchase agreement. Upon the closing of the transaction, the combined entity will be named Hyliion Holdings Corp. and will become a public company on the New York Stock Exchange (NYSE) under the new ticker symbol "HYLN".

Thomas Healy will continue as Chief Executive Officer of the combined company, joined by Hyliion's executive team consisting of Patrick Sexton, Chief Technical Officer, Greg Van de Vere, Chief Financial Officer, and Michael Camp, Chief Operating Officer. The combined company's Board will include existing members from Hyliion and Tortoise, including Vince Cubbage, Managing Director at Tortoise Capital Advisors and Chief Executive Officer and Chairman of Tortoise Acquisition Corp., Stephen Pang, Managing Director and portfolio manager at Tortoise Capital Advisors, Ed Olkkola, Managing Director at Teakwood Capital, Howard Jenkins, former Chairman and Chief Executive Officer of Publix Super Markets, and others to be added at a later date. As of July 30, 2020, Andrew H. Card will join the Board of Directors of the combined entity as an independent board member, whose appointment is subject to the approval by the shareholders of Tortoise Acquisition Corp. As of September 16, 2020, Robert M. Knight will join the Board of Directors of the combined company upon the closing of the merger. Knight's appointment is subject to TortoiseCorp shareholder approval. Knight will serve as the chair of the audit committee. His appointment will bring the combined entity's board to a total of seven members.

The transaction is subject to customary closing conditions, the approval of the shareholders of Tortoise, government approvals, all required filings under the Hart-Scott-Rodino Antitrust Improvements Act, execution of the registration rights agreement and lock up agreement, consummation of subscription agreements, forward purchase agreement and TortoiseCorp shall have cash on hand equal to or in excess of $235 million and the shares of TortoiseCorp Class A common stock to be listed on the New York Stock Exchange at the closing of the transaction. The transaction is also subject to Tortoise having at least $5 million of net tangible assets, all members of the Hyliion board of directors (with the exception of those identified as continuing directors), shall have executed written resignations effective as of the Effective Time and Hyliion shall have delivered to TortoiseCorp its audited financial statements for the years ended December 31, 2018 and 2019. The Boards of Directors of both Tortoise and Hyliion unanimously approved the transaction. As of July 14, 2020, Federal Trade Commission granted the early termination notice. As of September 8, 2020, a special meeting of Tortoise Acquisition shareholders will be held on September 28, 2020 to approve the transaction. As of September 21, 2020, Tortoise reminds stockholders to vote in favor of the proposed business combination between TortoiseCorp and Hyliion Inc. As of September 24, 2020, few stockholders of TortoiseCorp has filed a complaint against TortoiseCorp and the board of directors of TortoiseCorp in the U.S. District Court for the Southern District of New York. As of September 28, 2020, the transaction has been approved by the stockholders of TortoiseCorp. The transaction is expected to be completed around the end of the third quarter of 2020. As of September 7, 2020, the transaction is expected to close by September 30, 2020. As of September 28, 2020, the transaction is expected to close on October 1, 2020. The proceeds of the transaction will be used to capitalize the balance sheet for full development and commercialization of Hyliion Hybrid and Hypertruck ERX products and pay transaction expenses.

Marathon Capital acted as the exclusive financial advisor to Hyliion. Dave Peinsipp, Kristin VanderPas, Garth Osterman, Howard Morse and Drew Williamson of Cooley LLP and Wick Phillips LLP acted as the legal advisors to Hyliion. Barclays Capital Inc. acted as the exclusive financial advisor to Tortoise. Brenda Lenahan, Ramey Layne, John Kupiec, Doug Lionberger, Devika Kornbacher, Jason McIntosh, David D'Alessandro and Missy Spohn of Vinson & Elkins L.L.P. acted as the legal advisor to Tortoise. Morrow & Co., LLC acted as information agent to Tortoise and will receive a fee of $0.02 million for its services. Continental Stock Transfer & Trust Company, Inc. acted as transfer agent to Tortoise.