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
January 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 Castroants Com.pwc
Aaron Chew
VP, Investor 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
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
PROTERRA
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
3.6x 2022E revenue of $439MM
0.6x 2025E revenue of $2,566MM
Strong balance sheet with ~$852MM of cash at close ²
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1. Amounts presented on this slide assume (1) there are no redemptions from the trust account, (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) and (3) $24MM of other liabilities. 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
Note: Refer to Disclaimer on pages 2 and 3 regarding forward-looking statements and use of projections
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