Item 1.01. Entry Into A Material Definitive Agreement.
Merger Agreement
On
The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of ArcLight and Proterra.
The Business Combination
The Merger Agreement provides for, among other things, the following
transactions at the closing: (i) ArcLight will become a
The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by ArcLight's stockholders and the fulfillment of other customary closing conditions.
Business Combination Consideration
In accordance with the terms and subject to the conditions of the Merger
Agreement, each share of common stock of Proterra, par value
Governance
ArcLight has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the closing of the Business Combination, the ArcLight board of directors shall consist of nine directors, which shall be divided into three classes, which directors shall include the current board of directors of Proterra and one ArcLight designee. Additionally, the current Proterra management team will move to ArcLight in their current roles and titles.
Representations and Warranties; Covenants
The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of ArcLight and Proterra and that each of the parties have undertaken to procure approval under the under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). In addition, ArcLight has agreed to adopt an equity incentive plan and employee stock purchase plan, as described in the Merger Agreement.
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Conditions to
The obligation of ArcLight and Proterra to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the approval of ArcLight's shareholders, (iii) the approval of Proterra's shareholders and (iv) the Registration Statement (as defined below) becoming effective.
In addition, the obligation of ArcLight to consummate the Business Combination
is subject to the fulfillment of other closing conditions, including, but not
limited to, (i) the representations and warranties of Proterra being true and
correct to the standards applicable to such representations and warranties and
each of the covenants of Proterra having been performed or complied with in all
material respect, (ii) the aggregate cash proceeds from ArcLight's trust
account, together with the proceeds from the PIPE Financing (as defined below),
equaling no less than
The obligation of Proterra to consummate the Business Combination is also
subject to the fulfillment of other closing conditions, including, but not
limited to, (i) the representations and warranties of ArcLight and Phoenix
Merger Sub being true and correct to the standards applicable to such
representations and warranties and each of the covenants of ArcLight having been
performed or complied with in all material respects, (ii) the aggregate cash
proceeds from ArcLight's trust account, together with the proceeds from the PIPE
Financing (as defined below), equaling no less than
Termination
The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by mutual written consent of ArcLight and Proterra, (ii) by ArcLight if the representations and warranties of Proterra are not true and correct or if Proterra fails to perform any covenant or agreement set forth in the Merger Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) termination by Proterra if the representations and warranties of ArcLight are not true and correct or if ArcLight fails to perform any covenant or agreement set forth in the Merger Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be . . .
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of ArcLight Common Stock to be offered and sold in connection with the PIPE Financing have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.
Item 7.01. Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that ArcLight and Proterra have prepared for use in connection with the announcement of the Business Combination.
The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
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Additional Information
ArcLight intends to file with the
Participants in the Solicitation
ArcLight, Proterra and their respective directors, executive officers, other
members of management and employees, under
Forward Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or ArcLight's or Proterra's future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and market opportunities of Proterra are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by ArcLight and its management, and Proterra and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the Merger Agreement; (2) the outcome
of any legal proceedings that may be instituted against ArcLight, Proterra, the
combined company or others following the announcement of the Business
Combination; (3) the inability to complete the Business Combination due to the
failure to obtain approval of the shareholders of ArcLight or to satisfy other
conditions to closing; (4) changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval of the
Business Combination; (5) the ability to meet stock exchange listing standards
at or following the consummation of the Business Combination; (6) the risk that
the Business Combination disrupts current plans and operations of Proterra as a
result of the announcement and consummation of the Business Combination; (7) the
ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key employees; (8) costs
related to the Business Combination; (9) changes in applicable laws or
regulations; (10) the possibility that Proterra or the combined company may be
adversely affected by other economic, business and/or competitive factors; and
(11) other risks and uncertainties set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in
ArcLight's Registration Statement on Form S-1 (File No. 333-248625), and which
will be set forth in a Registration Statement to be filed by ArcLight with the
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Nothing in this Current Report on Form 8-K 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, which speak only as of the date they are made. Neither ArcLight nor Proterra undertakes any duty to update these forward-looking statements.
Disclaimer
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
2.1† Agreement and Plan of Merger, dated as ofJanuary 11, 2021 , by and amongArcLight Clean Transition Corp. ,Phoenix Merger Sub, Inc. , andProterra Inc. 10.1 Form of Subscription Agreement. 10.2 Sponsor Support Agreement, dated as ofJanuary 11, 2021 , by and amongArcLight CTC Holdings, L.P. ,ArcLight Clean Transition Corp. andProterra Inc and certain other parties thereto. 10.3 Sponsor Letter Agreement, dated as ofJanuary 11, 2021 , by and amongArcLight CTC Holdings, L.P. ,ArcLight Clean Transition Corp. andProterra Inc and certain other parties thereto. 99.1 Press Release, datedJanuary 12, 2021 . 99.2 Investor Presentation.
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request. 6
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