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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
January 8, 2024
Proterra Inc |
(Exact name of registrant as specified in its charter) |
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Delaware |
001-39546 |
90-2099565 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
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1815 Rollins Road
Burlingame, California 94010 |
(Address of principal executive offices, including zip code) |
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(864) 438-0000 |
(Registrant’s Telephone Number, Including Area Code) |
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N/A |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange
on which registered |
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Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on August 7, 2023, Proterra Inc, a Delaware
corporation (the “Company”), and its subsidiary Proterra Operating Company, Inc. (collectively, the “Debtors”)
filed voluntary petitions under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States
Bankruptcy Court for the District of Delaware (such court, the “Bankruptcy Court” and such proceedings, the “Chapter
11 Cases”). The Chapter 11 Cases are currently jointly administered under the caption In re Proterra Inc, Case No. 23-11120
(BLS). The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
As previously disclosed, on November 13, 2023, the Company entered into
a certain asset purchase agreement (as subsequently amended on December 1, 2023 and December 15, 2023, the “Battery Leases APA”)
with Phoenix Motor Inc. (“Phoenix”) to sell certain battery leases of the Company and other related assets used in the conduct
of the Proterra Transit business (the “Battery Leases Assets”) to Phoenix (such sale, the “Battery Leases Sale”).
On January 11, 2024, the Company and Phoenix entered into a third
amendment to the Battery Leases APA to reflect, among other terms, an outside closing date of January 23, 2024 for the Battery Leases
Sale.
Item 8.01 Other Events
Closing of the Transit Sale
As previously disclosed, on November 13, 2023, following a Bankruptcy
Court-supervised process pursuant to Bankruptcy Court-approved bidding procedures, the Company entered into a certain asset purchase agreement
(as subsequently amended on December 1, 2023 and December 15, 2023, the “Transit APA”) with Phoenix, for the sale of substantially
all of the Company’s assets used in the conduct of the Proterra Transit business (the “Transit Assets”) to Phoenix as
described in the Transit APA (the “Transit Sale”). The Transit Sale was subject to the approval of the Bankruptcy Court. The
Bankruptcy Court entered an Order (as defined below) approving the Transit Sale on January 9, 2024.
On January 11, 2024, the Company and Phoenix consummated the Transit
Sale. The aggregate final purchase price of the Transit Assets was $3.5 million.
The Company expects that no proceeds from the Transit Sale will
be distributed to the Company’s stockholders. The Chapter 11 Cases remain pending. The terms of the proposed First Amended Joint
Chapter 11 Plan of Reorganization for Proterra Inc and its Debtor Affiliate, as filed with the Bankruptcy Court on January 2, 2024,
provide that holders of the Company’s common stock will not receive any recovery on account of those shares following the conclusion
of the Chapter 11 Cases.
Bankruptcy Court Approval of the Transit Sale and Battery Leases Sale
On January 9, 2024, the Bankruptcy Court entered an order (the
“Order”) (i) authorizing and approving the Company’s entry into the previously announced Transit APA, pursuant to which
Phoenix agreed to acquire the Transit Assets, (ii) authorizing and approving the Company’s entry into the previously announced Battery
Leases APA, pursuant to which Phoenix agreed to acquire the Battery Leases Assets, (iii) authorizing the Transit Sale and the Battery
Leases Sale, (iv) approving the Debtors’ assumption and assignment of certain contracts and leases to Phoenix and (v) granting related
relief.
A copy of the press release announcing the entry of the Order is
attached as Exhibit 99.1 to this Current Report on Form 8-K (“Form 8-K”) and incorporated into this Item 8.01 by reference.
The Transit APA, the Battery Leases APA, the Order, as well as other filings
for the Company’s bankruptcy proceedings and further information regarding such proceedings can be accessed free of charge at a
website maintained by the Company’s claims, noticing, and solicitation agent, Kurtzman Carson Consultants LLC, at www.kccllc.net/proterra.
The information in that website or available elsewhere is not incorporated by reference and does not constitute part of this Form 8-K.
Cautionary Note Regarding Trading in the Company’s
Common Stock
The Company’s stockholders are cautioned that trading in shares of
the Company’s common stock during the pendency of the Company’s bankruptcy proceedings will be highly speculative and will
pose substantial risks. The terms of the proposed First Amended Joint Chapter 11 Plan of Reorganization for Proterra Inc and its Debtor
Affiliate, as filed with the Bankruptcy Court on January 2, 2024, provide that holders of the Company’s common stock will not
receive any recovery on account of those shares following the conclusion of the bankruptcy proceedings. As a result, the shares of common
stock may have little or no value. Trading prices for the Company’s common stock may bear little or no relation to the absence of
any recovery by holders thereof in the Company’s bankruptcy proceedings. Accordingly, the Company urges extreme caution with respect
to existing and future investments in its common stock.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange. The Company’s actual results may differ materially from those
anticipated in these forward-looking statements as a result of certain risks and other factors, including risks and uncertainties relating
to the Company’s Chapter 11 Cases. Many factors could cause actual future events to differ materially from the forward-looking statements
in this Form 8-K, including risks and uncertainties set forth in the sections entitled “Risk Factors” in the Company’s
Annual Report for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March
17, 2023, as amended on May 1, 2023, the Company’s quarterly report for the three and nine months ended September 30, 2023, filed
on November 6, 2023 or the Company’s other filings with the SEC. The forward-looking statements included in this Form 8-K speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes
no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future
events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 12, 2024
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PROTERRA, INC. |
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By: |
/s/ Gareth T. Joyce |
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Name: |
Gareth T. Joyce |
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Title: |
Chief Executive Officer |
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EXHIBIT
99.1
Proterra
Receives Court Approval for Sale of Proterra Transit Business Line
BURLINGAME,
Calif., Jan. 08, 2024 – Proterra Inc (OTC: PTRAQ) (“Proterra” or the “Company”), a leading innovator
in commercial vehicle electrification technology, today announced that the Company has received approval from the U.S. Bankruptcy Court
for the sale of the Company’s Proterra Transit business line to Phoenix Motor, Inc. (“Phoenix”). Proterra
Transit is a leading manufacturer of zero-emission, electric transit vehicles serving the North American public transportation market.
The
consummation of the transaction remains subject to certain closing conditions.
Additional
Information
All
court filings regarding the Chapter 11 sales process, as well as additional information about Proterra’s Chapter 11 proceedings
are available at https://www.kccllc.net/proterra or by calling call
888-251-3076 for U.S./Canadian calls or 310-751-2617 for international calls.
Moelis
& Company LLC is acting as the Company’s investment banker, FTI Consulting is acting as the Company’s financial advisor,
and Paul Weiss, Rifkind, Wharton & Garrison LLP is acting as the Company’s legal advisor.
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 and South Carolina. For more information, please visit www.proterra.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results may differ materially from those anticipated
in these forward-looking statements as a result of certain risks and other factors, including risks and uncertainties relating to the
Company’s Chapter 11 cases. Many factors could cause actual future events to differ materially from the forward-looking statements
in this press release, including risks and uncertainties set forth in the sections entitled “Risk Factors” in the Company’s
Annual Report for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March
17, 2023, as amended on May 1, 2023, the Company’s quarterly report for the three and nine months ended September 30, 2023, filed
on November 6, 2023 or the Company’s other filings with the SEC. The forward-looking statements included in this press release
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company
assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
Media
Contact
PR@proterra.com
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