Proterra SPAC Presentation Deck
ARCLIGHT TRANSACTION OVERVIEW
Detailed Transaction Overview
Key Transaction Terms
Proterra and ArcLight entered into a business combination agreement on January 11, 2021
●
ArcLight currently has $278MM in cash held in trust account
$1.6Bn pro forma enterprise value with strong balance sheet
3.7x 2022E Revenue of $439MM
Earn-out of 2% of total shares outstanding at close issued to existing Proterra shareholders at
illustrative pro forma share prices of $15.00 and an additional 2.5% at $20.00, $25.00 and $30.00
(or upon a change of control transaction at that valuation)
10% of ArcLight founder shares withheld at close subject to earn-out at $15.00 per share
Pro Forma Ownership@ $10.00/Share
ArcLight Public Shareholders
ArcLight Founder Shares
PIPE Investor Shares
Existing Proterra Shareholders¹
Total
April 8, 2021
Shares (MM)
27.8
6.3
41.5
164.9
240.4
%
11.5%
2.6%
17.3%
68.6%
100.0%
$MM
$278
63
415
1,649
$2,404
Illustrative Pro Forma Valuation
Share Price at Closing
Pro Forma Shares Outstanding (MM)
Equity Value
Debt & Other Liabilities (Q4'20A)
Existing Cash (Q4'20A)
Plus: Cash to Balance Sheet
Enterprise Value
2022E Revenue
EV/2022E Revenue
Illustrative Sources and Uses
Sources
ArcLight Cash in Trust
Committed PIPE
Stock Consideration to Existing Shareholders
ArcLight Founder Shares
Total Sources
Uses
Cash to Balance Sheet
Stock Consideration to Existing Shareholders
Illustrative Fees & Expenses
ArcLight Founder Shares
Total Uses
PROTERRA
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
$10.00
240.4
$2,404
41
(180)
(648)
$1,617
439
3.7x
$MM
$278
415
1,649
63
$2,404
$MM
$648
1,649
45
63
$2,404
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