BURLINGAME, Calif. and
BOSTON, Jan. 12, 2021 /PRNewswire/ -- Proterra Inc
(the "Company"), a leading innovator in commercial vehicle
electrification technology, today announced that it will become
publicly listed through a transaction with ArcLight Clean
Transition Corp. (Nasdaq: ACTCU, ACTC and ACTW) ("ArcLight"), a
publicly traded special purpose acquisition company. Upon closing,
Proterra's common stock is expected to trade on the Nasdaq under
the ticker symbol PTRA. The transaction represents an enterprise
value of $1.6 billion for
Proterra.
Diversified Provider of EV Technologies
Proterra is a high-growth commercial electric vehicle technology
leader with over a decade of production experience. The Company has
designed an end-to-end, flexible technology platform that delivers
world-class performance and a low total cost of ownership to
original equipment manufacturers (OEMs) and end customers. Proterra
has three complementary businesses:
- Proterra Powered: Delivering industry-leading battery
systems and electrification solutions to commercial vehicle
manufacturers;
- Proterra Transit: Leading North America as the market's #1 electric
transit bus OEM; and
- Proterra Energy: Offering end-to-end turnkey charging
and energy management solutions.
The Company's industry-leading battery systems have been proven
in more than 16 million service miles driven by its fleet of
transit vehicles and validated through partnerships with
world-class commercial vehicle OEMs, such as Freightliner Custom
Chassis Corporation (FCCC), Thomas Built Buses, Van Hool, Bustech, and Optimal-EV. To date,
Proterra has produced and delivered more than 300 megawatt-hours of
battery systems, more than 550 heavy-duty electric transit buses
and installed 54 megawatts of charging systems.
Proterra operates manufacturing facilities in California and South
Carolina, as well as a state-of-the-art R&D lab in
Silicon Valley. The Company recently announced the opening of
a new battery production line co-located in its electric transit
bus manufacturing facility in Los Angeles
County. This battery production line was established within
a year and demonstrates Proterra's ability to bring its scalable
and capital-efficient battery manufacturing process directly to
commercial vehicle OEMs alongside their existing manufacturing.
Following the close of the transaction, Jack Allen, Proterra's Chairman and CEO, will
continue to lead the Company, and Jake
Erhard, President, CEO and Director of ArcLight Clean
Transition Corp., will join Proterra's board.
Management Comments
"After delivering our first electric transit bus a decade ago,
Proterra has transformed into a diversified provider of electric
vehicle technology solutions to help commercial vehicle
manufacturers electrify their fleets. Our success is in no small
part thanks to a dedicated team of employees that are committed to
innovation and forward-thinking solutions," said Jack Allen, Chairman and CEO of Proterra. "This
transaction enables Proterra to take the next step towards our
mission of advancing EV technology to deliver the world's best
performing commercial vehicles. In addition, it introduces a
partner in ArcLight that has a shared focus on sustainability and
renewable energy. We look forward to working closely with the
ArcLight team as we create value for our shareholders and
customers, scale our business to new levels and benefit the world
around us."
"We launched ArcLight Clean Transition with a clear goal of
identifying and partnering with mission-driven companies with
differentiated technology, compelling growth opportunities and a
proven ability to execute," said Jake
Erhard, President, CEO and Director of ArcLight Clean
Transition Corp. "With a portfolio of leading-edge products, a
substantial first-mover advantage over its competitors and a
demonstrated ability to scale, Proterra perfectly fits these
criteria. We look forward to working closely with the Proterra team
to execute its strategic priorities and deliver shareholder
value."
Strong Financial Foundation
Proterra has generated strong results to date, including
$193 million of expected 2020
revenue, $750 million in existing
orders and backlog and 26% gross margin expansion over the last
three years. Upon completion of the transaction, Proterra expects
to have up to $825 million in cash to
fund growth initiatives, including R&D and the expansion of its
next-generation battery program. This new program is designed to
improve the cost and performance of Proterra's battery technology
to enable the electrification of all commercial vehicle segments,
helping reduce pollution, improve air quality, and safeguard the
environment around the world.
Transaction Overview
The transaction has been unanimously approved by the Boards of
Directors of both Proterra and ArcLight Clean Transition Corp. It
is expected to close in the first half of 2021, subject to the
satisfaction of customary closing conditions, including the
approval of ArcLight Clean Transition Corp.'s shareholders.
The transaction is expected to deliver approximately
$648 million in cash at closing,
including approximately $278 million
of cash held in ArcLight Clean Transition Corp.'s trust account
from its initial public offering in September 2020.1 The transaction is
further supported by a $415 million
PIPE at $10.00 per share from key
investors, including strategic partners Daimler Trucks and
Constellation, existing investors Franklin
Templeton, Broadscale, 40 North and G2VP, as well as new
investors such as Chamath Palihapitiya, Fidelity Management &
Research Company LLC, funds and accounts managed by BlackRock,
Neuberger Berman Funds and affiliates of ArcLight. Proterra's
existing shareholders have agreed to convert 100 percent of their
ownership stakes into the new company, and are expected to own more
than 60 percent of the pro forma company at close.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by ArcLight
Clean Transition Corp. today with the Securities and Exchange
Commission ("SEC") and available at www.sec.gov.
Advisors
BofA Securities is acting as lead financial advisor and Latham
& Watkins LLP and Fenwick & West LLP are acting as legal
counsel to Proterra. Barclays is acting as M&A advisor,
Citigroup is acting as M&A and Capital Markets advisor, and
Kirkland & Ellis LLP is serving as legal counsel to ArcLight
Clean Transition Corp. Morgan Stanley & Co. LLC and Barclays
are acting as lead placement agents, and BofA Securities is acting
as joint placement agent for ArcLight Clean Transition Corp.
Conference Call Information
Proterra and ArcLight Clean Transition Corp. will host a joint
investor conference call to discuss the transaction and review the
investor presentation today, Tuesday,
January 12, 2021, at 8:30am Eastern
Time. The conference call can be accessed by dialing
833-470-1428 within the U.S. and +1 404-975-4839 for all other
locations, and entering the passcode 294581.
A live webcast of the conference call and associated
presentation materials will be accessible on ArcLight Clean
Transition's website at https://arclightclean.com/ and on
Proterra's investor relations page at
https://www.proterra.com/company/investors/. A replay of the
conference call will be available after completion of the
conference call and can be accessed on the investor relations
pages.
About Proterra
Proterra is a leader in the design and manufacture of
zero-emission electric transit vehicles and EV technology solutions
for commercial applications. With industry-leading durability and
energy efficiency based on rigorous U.S. independent testing,
Proterra products are proudly designed, engineered and manufactured
in America, with offices in Silicon Valley, South Carolina, and Los Angeles. For more information, visit:
http://www.proterra.com and follow us on Twitter @Proterra_Inc.
About ArcLight Clean Transition Corp.
ArcLight Clean Transition Corp., led by Chairman Daniel Revers and President and Chief Executive
Officer Jake Erhard, focuses on
market leading companies that facilitate the decarbonization of
industrial, government and consumer segments, targeting large
addressable markets with differentiated technology and sustainable
competitive advantages that enable the creation of substantial
long-term value for shareholders. ArcLight prioritizes
companies led by experienced management teams that embrace the
potential to utilize ArcLight's industry experience to maximize the
value to shareholders.
Forward-Looking Statements
Certain statements in this press release may be considered
forward-looking statements. Forward-looking statements are
statements that are not historical facts and generally relate to
future events or ArcLight's or the Company's future financial or
other performance metrics. In some cases, you can identify
forward-looking statements by terminology such as "believe," "may,"
"will," "potentially," "estimate," "continue," "anticipate,"
"intend," "could," "would," "project," "target," "plan," "expect,"
or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements, including the
identification of a target business and a potential merger or other
such transaction are subject to risks and uncertainties, which
could cause actual results to differ materially from those
expressed or implied by such forward looking statements. New risks
and uncertainties may emerge from time to time, and it is not
possible to predict all risks and uncertainties. These
forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by ArcLight and its management,
and the Company and its management, as the case may be, are
inherently uncertain and subject to material change. Factors that
may cause actual results to differ materially from current
expectations include, but are not limited to, various factors
beyond management's control, including general economic conditions
and other risks, uncertainties and factors set forth in the section
entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in ArcLight's final prospectus relating
to its initial public offering, dated September 22, 2020, and other filings with the
Securities and Exchange Commission (SEC), including the
registration statement on Form S-4 to be filed by ArcLight in
connection with the transaction, as well as factors associated with
companies, such as the Company, that are engaged in commercial
electric vehicle technology, including anticipated trends, growth
rates, and challenges in those businesses and in the markets in
which they operate; macroeconomic conditions related to the global
COVID-19 pandemic; trends with respect to government funding for
public transit; the willingness of corporate and other public
transportation providers to adopt and fund the purchase of electric
vehicles for mass transit; expected adoption of electrification
technologies for commercial vehicles; the size and growth of the
market for alternative energy vehicles in general and medium-and
heavy-duty electric vehicles, including transit buses and other
commercial vehicles, in particular; the effects of increased
competition; the ability to stay in compliance with laws and
regulations that currently apply or become applicable to the
commercial electric vehicle technology business and government
contractors; the failure to realize the anticipated benefits of the
transaction; the amount of redemption requests made by ArcLight's
public stockholders; the ability of the issuer that results from
the transaction to issue equity or equity-linked securities or
obtain debt financing in connection with the transaction or in the
future. Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements in
this press release, which speak only as of the date they are made
and are qualified in their entirety by reference to the cautionary
statements herein. Both ArcLight and the Company expressly disclaim
any obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in ArcLight's or the Company's expectations with
respect thereto or any change in events, conditions or
circumstances on which any statement is based.
Important Information and Where to Find It
A full description of the terms of the transaction will be
provided in a registration statement on Form S-4 to be filed with
the SEC by ArcLight that will include a prospectus with respect to
the combined company's securities to be issued in connection with
the business combination and a proxy statement with respect to the
shareholder meeting of ArcLight to vote on the business
combination. ArcLight urges its investors, shareholders and
other interested persons to read, when available, the preliminary
proxy statement/prospectus as well as other documents filed with
the SEC because these documents will contain important information
about ArcLight, the Company and the transaction. After the
registration statement is declared effective, the definitive proxy
statement/prospectus to be included in the registration statement
will be mailed to shareholders of ArcLight as of a record date to
be established for voting on the proposed business combination.
Once available, shareholders will also be able to obtain a copy of
the S-4, including the proxy statement/prospectus, and other
documents filed with the SEC without charge, by directing a request
to: ArcLight Transition Corp. 200 Clarendon Street, 55th Floor,
Boston, Massachusetts 02116. The
preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, can also be
obtained, without charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
ArcLight and Proterra and their respective directors
and officers may be deemed to be participants in the solicitation
of proxies from ArcLight's stockholders in connection with the
proposed transaction. Information about ArcLight's directors and
executive officers and their ownership of ArcLight's securities is
set forth in ArcLight's filings with the SEC. To the extent that
holdings of ArcLight's securities have changed since the amounts
printed in ArcLight's Registration Statement on Form S-1, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction may be obtained
by reading the proxy statement/consent solicitation
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of ArcLight, the Company or the combined company, nor shall there
be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
1 Assuming no redemptions of ArcLight Clean
Transition Corp. stock requiring payment from ArcLight Clean
Transition Corp.'s trust account.
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SOURCE Proterra