Proterra Inc. entered into a letter of intent to acquire ArcLight Clean Transition Corp. (NasdaqCM:ACTC) in a reverse merger transaction for $2 billion on November 15, 2020. Proterra Inc. entered into an Agreement and Plan of Merger to acquire ArcLight Clean Transition Corp. in a reverse merger transaction on January 11, 2021. The transaction represents an enterprise value of $1.6 billion for Proterra. 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. Proterra's existing shareholders have agreed to convert 100% of their ownership stakes into the new company. Existing Proterra shareholders are expected to own 69% and ArcLight shareholders will own 31% of the combined company at closing with Proterra as the surviving company in the merger.

Proterra is expected to receive 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. The transaction is further supported by a $415 million PIPE at $10 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. The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. Upon closing, the Combined Company's common stock is expected to trade on the NASDAQ under the ticker symbol PTRA and will trade under the name “Proterra Inc”.

Following the close of the transaction, The proposed management and Board of the resulting issuer includes Jack Allen, Chief Executive Officer and Chairman; Amy Ard, Chief Financial Officer; Dustin Grace, Chief Technology Officer; Josh Ensign, Chief Operating Officer; JoAnn Covington, Chief Legal Officer; Gareth Joyce, President, Proterra Powered & Energy; Rick Huibregtse Senior Vice President, Engineering and John Walsh as Senior Vice President of Sales. Mike Smith, Director Jennifer Granholm, Director Brook Porter, Director Jochen Goetz, Director Constance Skidmore, Director Jeannine Sargent, Director Jake Erhard, Director Nominee and Ryan Popple, Co-Founder & Executive Director i.e. Pursuant to the Merger Agreement, the New Proterra Board will consist of (i) eight (8) individuals designated by Proterra (all of whom are existing members of Proterra's board of directors) and (ii) one director selected by the Sponsor. The transaction is subject to the satisfaction of customary 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 becoming effective (v) ArcLight's closing Cash shall equal or exceed $300 million and shall have made arrangements for the Closing Cash held in the Trust Account to be released from the Trust Account at the Effective Time (vi) The Common Stock to be issued in connection with the Transactions shall have been approved for listing on NASDAQ, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders (vii) execution and delivery of ancillary agreements and (viii) The directors and executive officers of ArcLight shall have been removed from their respective positions or tendered their irrevocable resignations, in each case effective as of the Effective Time. The transaction has been unanimously approved by the Boards of Directors of both Proterra and ArcLight Clean Transition Corp. As of May 14, 2021, U.S. Securities and Exchange Commission (“SEC”) has declared effective the registration statement on Form S-4 of ArcLight. As of June 11, 2021, ArcLight Clean Transition Corp shareholders approved the transaction. The Business Combination is expected to close in the second quarter of 2021. As of March 8, 2021, the transaction is expected to close in the first half of 2021. As of May 14, 2021, the transaction is expected to be consummated in the second quarter of 2021. As of June 11, 2021, the business combination is expected to close on June 14, 2021. Proceeds will be used to continue to fund R&D and Capex investments in next generation battery program.

BofA Securities is acting as lead financial advisor and Ryan Maierson, Mark Gerstein, Max Schleusener, Jeffrey Tochner, Pardis Zomorodi, Robin Struve, Robin Hulshizer, Mandy Reeves and Patrick English of Latham & Watkins LLP and Dawn Belt, Nicolas Dumont, Shawn Lampron and Marshall Mort of Fenwick & West LLP acted as legal advisors to Proterra. Barclays is acting as M&A advisor, Citigroup is acting as M&A and Capital Markets advisor, and Doug Bacon, Kristin Mendoza, Alex Rose, Jim Rowe and Brooks Antweil of Kirkland & Ellis LLP acted as legal advisors 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. Morgan Stanley (NYSE:MS) acted as a financial advisor to Proterra Inc. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to ArcLight in the transaction. Morrow Sodali LLC acted as information agent to ArcLight in the transaction with a fee of $30,000.

Proterra Inc. completed the acquisition of ArcLight Clean Transition Corp. (NasdaqCM:ACTC) in a reverse merger transaction on June 14, 2021.