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7 July 20216 minute read

DLA Piper advises Athena Technology Acquisition Corp. in a US$2 billion SPAC deal with Heliogen, Inc.

DLA Piper represented Athena Technology Acquisition Corp., an entirely women-led special purpose acquisition company (SPAC) with a diverse, all-female team of managers, advisors and investors, in connection with the negotiation of a definitive agreement for a business combination with Heliogen, Inc., a leading provider of AI-enabled concentrated solar energy. Following the business combination, which is expected to close in the fourth calendar quarter of 2021, Athena expects to be renamed Heliogen, Inc. and will remain listed on the New York Stock Exchange under the new ticker symbol HLGN. Heliogen's leadership will remain intact immediately after closing, with Bill Gross continuing as chief executive of the combined company. Phyllis Newhouse is expected to join the board of directors of the combined company, which will include representation from both Heliogen and Athena.

Heliogen’s modular, AI-enabled, concentrated solar power plants have the potential to revolutionize the energy market by alleviating intermittency issues associated with renewable sources of power generation. Heliogen’s technology is designed to flatten the power generation curve by using concentrated solar power with storage to increase the availability of energy with the goal of providing near-24 hour renewable energy that could replace fossil fuels with concentrated sunlight.

The transaction implies pro forma enterprise value of the combined company of US$2 billion and is estimated to provide gross proceeds at closing of up to approximately US$415 million to the combined company, including investor commitments to purchase up to US$165 million in shares of stock in Athena at US$10.00 per share through a private investment in public equity (PIPE), subject to satisfaction of customary closing conditions.

“It was a pleasure to bring together our extensive SPAC and M&A capabilities, in addition to our tech and energy sector experience, to advise Athena on this combination,” said Gerry Williams, the DLA Piper partner who led the deal team.

In addition to Williams (Atlanta), the DLA Piper deal team representing Athena included partner Penny Minna (Baltimore), associates Tanisha Pinkins (Atlanta), Tristan Meagher (Baltimore) and Aaron Bonner (Sacramento), attorney Marikit Bankston (Atlanta) and paralegal Ann Jones (Atlanta), as well as partners William Bartow (Philadelphia), Julia Kovacs (Washington, DC), Frank Mugabi, Paolo Morante (both of New York) and Tonya Gauff (Chicago), and associates Priya Narahari (Philadelphia), Georgia Jolink (Austin), Jason Veit (Chicago), Kurtis Weaver (Boston), Joshua Feldman (Baltimore) and Joy Cheng (New York).

With more than 1,000 corporate lawyers globally, DLA Piper helps clients execute complex cross-border transactions seamlessly while supporting clients across all stages of development. The firm has been rated number one in global M&A volume for 11 consecutive years, according to Mergermarket. The firm advises on all elements of complex SPAC and other public M&A transactions, including M&A, tax and securities. DLA Piper has advised on more than 30 SPAC transactions, with an aggregate value of over US$20 billion, in the past three years.

DLA Piper’s Private Equity practice includes more than 100 US lawyers who provide strategic counsel to private equity funds and the industry-leading companies they invest in. Pitchbook has repeatedly recognized DLA Piper as the second most active private equity law firm globally, further solidifying the strength of the firm’s team and its depth of experience executing private equity transactions.