Proterra SPAC Presentation Deck slide image

Proterra SPAC Presentation Deck

INTRODUCTION Proterra and ArcLight Combination to Create Publicly Listed, Commercial Electric Vehicle Technology Leader Proterra Team Jack Allen Chairman and Chief Executive Officer NAVISTAR valspar April 8, 2021 Dustin Grace Chief Technology Officer TESLA HONDA ArcLight Clean Transition Team Jake Erhard President, Chief Executive Officer and Director ARCLIGHT Schroders Amy Ard Chief Financial Officer AMG PCC Precision Castearts Cars pwc Aaron Chew VP, Invest Relations TESLA SolarCity Marco Gatti Chief Financial Officer ARCLIGHT WARBURG PINCUS Transaction Overview Proterra to combine with ArcLight Clean Transition Corp. ("ArcLight"), a publicly listed special purpose acquisition company with ~$278MM cash currently held in trust and a focus on leading companies enabling the transition to a sustainable future ā— ā— PROTERRA Jake Erhard from ArcLight to join Proterra Board, adding substantial experience in transportation logistics, power and fueling infrastructure, and a focus on accelerating Proterra Energy business unit Transaction reflects a $1.6Bn enterprise value for Proterra Proterra to receive ~$648MM cash at closing based on the $415MM committed PIPE and current cash in trust levels Proceeds will be used to continue to fund R&D and capex investments in next-generation battery program to unlock commercial vehicle powertrain parity Existing Proterra shareholders to roll 100% of their stakes, expected to own -69% of the pro forma company at closing Pro forma company well-positioned and well-capitalized $2.4Bn pro forma equity value 1 $1.6Bn pro forma enterprise value 3.7x 2022E revenue of $439MM 0.6x 2025E revenue of $2,566MM Strong balance sheet with ~-$828MM of cash at close 2 . 1. Amounts presented on this slide assume (1) there are no redemptions from the trust account and (2) the holders of Proterra's 2020 Convertible Notes receive 30.3MM shares for the conversion in full of $200MM principal amount of their notes (interest calculations and conversion of same not included). If not voluntarily converted at the time of the Closing of the business combination, the 2020 Convertible Notes will convert if Proterra's common stock price exceeds -$9.89 per share for 20 consecutive trading days after at least six months following the closing of the business combination. Amounts also exclude (1) outstanding out-of-the-money equity awards and outstanding unvested equity awards rolling over in the transaction and (2) the impact of any equity awards issued at or after the closing of the business combination 2. Assumes Proterra receives $648MM of cash at closing. 62
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