Hunton Andrews Kurth and Sidley Austin Advise Evolve Transition Infrastructure LP in Agreement to Pursue Joint Venture with Nuvve Holding Corp. and Stonepeak Partners LP to Form Levo Mobility LLC

Hunton Andrews Kurth LLP and Sidley Austin LLP advised Evolve Transition Infrastructure LP (Evolve), a publicly-traded limited partnership focused on the acquisition, development and ownership of infrastructure critical to the transition of energy supply to lower carbon sources, in connection with the entrance into an agreement (the “Agreement”) to pursue the formation of a joint venture with Nuvve Holding Corp. (Nuvve) and Stonepeak Partners LP (Stonepeak) called Levo Mobility LLC (Levo). Levo will offer electric transportation solutions, including vehicles, charging infrastructure and vehicle-to-grid (V2G) services.

Under the terms of the Agreement, Nuvve’s V2G technology and capital from Evolve and Stonepeak will accelerate Levo’s deployment of electric fleets, including thousands of zero-emission electric school buses for school districts nationwide through “V2G hubs” and Transportation-as-a-Service (“TaaS”). Levo will also work with commercial fleets, such as last-mile delivery, ride hailing and ride sharing, and municipal services.

Evolve and Stonepeak will commit up to $750 million to fund Levo’s acquisition and development of agreed assets and infrastructure, with up to 10% funded by Evolve. In connection with the Agreement, Nuvve, Stonepeak and Evolve also entered into a Securities Purchase Agreement and a Registration Rights Agreement, and Evolve and Stonepeak received warrants to purchase 600,000 shares and 5.4 million shares, respectively, of Nuvve common stock. In addition, Nuvve also granted Stonepeak and Evolve an option to purchase in aggregate 5 million shares of Nuvve common stock at $50 per share. The transaction is expected to close by the end of July 2021.

Hunton Andrews Kurth partner Phil Haines and Sidley Austin partners Cliff Vrielink and George Vlahakos are representing Evolve in the transaction.