Spruce Power Holding Corp 8-K, filed Jan 28, 2021
Spruce Power Holding Corp (SPRU)
About this 8-K
Spruce Power Holding Corp filed this 8-K on January 28, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 28, 2021
XL FLEET CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38971 | 83-4109918 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 145 Newton Street Boston, MA |
02135 | |
| (Address of principal executive offices) | (Zip Code) |
(617) 718-0329
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | XL | New York Stock Exchange | ||
| Redeemable Warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | XL WS | New York Stock Exchange |
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 8.01 | Other Events. |
On January 28, 2021, XL Fleet Corp. (the “Company”) issued a notice of redemption (the “Notice of Redemption”) with respect to all of the outstanding public warrants to purchase shares of the Company’s common stock that were issued pursuant to the Warrant Agreement, dated as of July 11, 2019, by and between the Company (formerly known as Pivotal Investment Corporation II) and Continental Stock Transfer and Trust Company, as warrant agent, as part of the units sold in the Company’s initial public offering.
A copy of the Notice of Redemption delivered by the Company is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
None of this Current Report on Form 8-K or the Notice of Redemption attached hereto as Exhibit 99.1 shall constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Notice of Redemption dated January 28, 2021 | |
| 99.2 | Press Release dated January 28, 2021 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| XL FLEET CORP. | ||||||
| Date: January 28, 2021 | By: | /s/ Dimitri N. Kazarinoff | ||||
| Name: | Dimitri N. Kazarinoff | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
January 28, 2021
NOTICE OF REDEMPTION OF PUBLIC WARRANTS (CUSIP 9837FR118)
Dear Public Warrant Holder,
XL Fleet Corp. (the “Company”) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on March 1, 2021 (the “Redemption Date”), all of the Company’s outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) for a redemption price of $0.01 per Public Warrant (the “Redemption Price”), that were issued under the Warrant Agreement, dated as of July 11, 2019 (the “Warrant Agreement”), by and between the Company’s predecessor company, Pivotal Investment Corporation II (“Pivotal”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as part of the units sold in Pivotal’s initial public offering (the “IPO”). Each Public Warrant entitles the holder thereof to purchase one share of Common Stock for a purchase price of $11.50 per share, subject to adjustment. Any Public Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Public Warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.” Warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO and are still held by the initial holders thereof or their permitted transferees are not subject to this notice of redemption.
The Public Warrants are listed on the New York Stock Exchange under the symbol “XL WS” and the Common Stock is listed on New York Stock Exchange under the symbol “XL.” On January 25, 2021, the last reported sale price of the Public Warrants was $8.33 and the last reported sale price of the Common Stock was $19.96.
TERMS OF REDEMPTION; CESSATION OF RIGHTS
The rights of the Public Warrant holders to exercise their Public Warrants will terminate immediately prior to 5:00 p.m. New York City time on the Redemption Date. At 5:00 p.m. New York City time on the Redemption Date and thereafter, holders of unexercised Public Warrants will have no rights with respect to those warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.” We encourage you to consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Public Warrants. Note that the act of exercising is VOLUNTARY, meaning holders must instruct their broker to submit the Public Warrants for exercise.
The Company is exercising this right to redeem the Public Warrants pursuant to Section 6 of the Warrant Agreement. Pursuant to Section 6.1 of the Warrant Agreement, the Company has the right to redeem all of the outstanding Public Warrants if the last sales price of the Common Stock equals or exceeds $18.00 per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which a notice of redemption is given. The last sales price of the Common Stock has been at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on January 25, 2021 (which is the third trading day prior to the date of this redemption notice).
EXERCISE PROCEDURE
Public Warrant holders have until 5:00 p.m. New York City time on the Redemption Date to exercise their Public Warrants to purchase Common Stock. Public Warrants may only be exercised for cash. Each Public Warrant entitles the holder thereof to purchase one share of Common Stock at a cash price of $11.50 per Public Warrant exercised (the “Exercise Price”).
Payment of the Exercise Price may be made by wire transfer of immediately available funds. Wire instructions will be provided to the Depository Trust Company and will otherwise be provided upon request.
Those who hold their Public Warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their Public Warrants since the process to exercise is VOLUNTARY.
Persons who are holders of record of their Public Warrants may exercise their Public Warrants by sending:
| 1. | The Warrant Certificate; |
| 2. | A fully and properly completed “Subscription Form” (a form of which is attached hereto as Annex A), duly executed and indicating, among of things, the number of Public Warrants being exercised; and |
| 3. | The exercise funds via wire transfer, |
to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
Telephone: (212) 509-4000
The method of delivery of the Public Warrants is at the option and risk of the holder, but if mail is used, registered mail properly insured is suggested.
The Warrant Certificate, the fully and properly completed Subscription Form and the exercise funds must be received by Continental Stock Transfer & Trust Company prior to 5:00 p.m. New York City time on the Redemption Date. Subject to the following paragraph, any failure to deliver a fully and properly completed Subscription Form together with the related Warrant Certificate and exercise funds before such time will result in such holder’s Public Warrants being redeemed at the Redemption Price of $0.01 per Public Warrant and not exercised.
For holders of Public Warrants who hold their Public Warrants in “street name,” provided that the Exercise Price for the Public Warrants being exercised and a Notice of Guaranteed Delivery are received by the Warrant Agent prior to 5:00 p.m. New York City time on the Redemption Date, broker-dealers shall have two business days from the Redemption Date, or 5:00 p.m. New York City time on March 1, 2021, to deliver the Public Warrants to the Warrant Agent. Any such Public Warrant received without the Subscription Form or the Notice of Guaranteed Delivery having been duly executed and fully and properly completed or the exercise funds being submitted will be deemed to have been delivered for redemption at the Redemption Price of $0.01 per Public Warrant, and not for exercise.
PROSPECTUS
A prospectus covering the Common Stock issuable upon the exercise of the Warrants (and the supplements thereto) is included in a registration statement filed with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-252089) (the “SEC”). The SEC also maintains an Internet website that contains a copy of this prospectus. The address of this site is www.sec.gov. Alternatively, to obtain a copy of the prospectus (and the supplements thereto), please visit our investor relations website at [investors.xlfleet.com].
REDEMPTION PROCEDURE
Payment of the Redemption Price will be made by the Company upon presentation and surrender of a Public Warrant for payment after 5:00 p.m. New York City time on the Redemption Date. Those who hold their shares in “street name” should contact their broker to determine their broker’s procedure for redeeming their Public Warrants.
*********************************
Any questions you may have about redemption and exercising your Public Warrants may be directed to the Warrant Agent at its address and telephone number set forth above.
| Sincerely, |
| XL FLEET CORP. |
| /s/ Dimitri N. Kazarinoff |
| Dimitri N. Kazarinoff |
| Chief Executive Officer |
ANNEX A
XL FLEET CORP.
SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order to Exercise Warrants
The undersigned Registered Holder irrevocably elects to exercise Warrants represented by this Warrant Certificate, and to purchase the Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of
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| (PLEASE TYPE OR PRINT NAME AND ADDRESS) | ||
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| (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) | ||
| and be delivered to |
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| (PLEASE PRINT OR TYPE NAME AND ADDRESS) | ||
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| and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below: | ||
| Dated: |
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| (SIGNATURE) | ||||||
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| (ADDRESS) | ||||||
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| (TAX IDENTIFICATION NUMBER) |
Exhibit 99.2
XL Fleet Corp. Announces Redemption of Public Warrants
Redemption Expected to Increase Cash Balance by Up to $88 Million While Streamlining Capital Structure
BOSTON, January 28, 2021 – XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), a leader in vehicle electrification solutions for commercial and municipal fleets, today announced that the Company will redeem all of its outstanding publicly held warrants (the “Public Warrants”). Holders of the Public Warrants have until 5:00 p.m. Eastern Standard Time (EST) on March 1, 2021 to exercise their Public Warrants. The Public Warrants are exercisable for an aggregate of approximately 7.67 million shares of Common Stock, which reflects the total number of outstanding Public Warrants as of January 27, 2021, at a price of $11.50 per share, representing approximately $88 million in total potential cash proceeds to XL Fleet. Following the redemption, and assuming all outstanding Public Warrants are exercised, XL Fleet expects to have approximately 139 million shares of Common Stock outstanding.
“We believe that the redemption of our Public Warrants will further fortify our financial position by bringing up to an additional $88 million of cash on our balance sheet if all of the Public Warrants are exercised, while further streamlining our capital structure,” said Dimitri Kazarinoff, Chief Executive Officer of XL Fleet. “Following the redemption, we will be armed with up to more than $420 million in cash, positioning us with significant strength and flexibility to execute on our growth initiatives, including further development of our suite of product offerings and applications, international expansion, and potential strategic M&A.”
Public Warrant Details
Under the terms of the agreement governing the Public Warrants (the “Warrant Agreement”), XL Fleet is entitled to redeem all of the outstanding Public Warrants for a redemption price of $0.01 per Public Warrant if the last sales price of the Company’s Common Stock is at least $18.00 per share on each of twenty (20) trading days within any thirty-day (30) trading period ending on the third trading day prior to the date on which a notice of redemption is given. This performance threshold was achieved following the market close on January 25, 2021.
Any Public Warrants that remain unexercised immediately after 5:00 p.m. EST on March 1, 2021, the redemption date, will be void and no longer exercisable, and the holders of those Public Warrants will be entitled to receive $0.01 per Public Warrant.
Warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement and still held by the initial holders thereof or their permitted transferees are not subject to this redemption.
Additional Information
At the direction of the Company, Continental Stock Transfer and Trust Company, in its capacity as warrant agent, has mailed a notice of redemption to each of the registered holders of the outstanding Public Warrants. Holders of Public Warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their Public Warrants since the process to exercise is voluntary.
None of XL Fleet, its Board of Directors or employees has made or is making any representation or recommendation to any holder of the Public Warrants as to whether to exercise or refrain from exercising any Public Warrants.
The shares of Common Stock underlying the Public Warrants have been registered by the Company under the Securities Act of 1933, as amended, and are covered by a registration statement filed on Form S-1 with, and declared effective by, the Securities and Exchange Commission (Registration No. 333-252089).
Questions concerning redemption and exercise of the Public Warrants can be directed to Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attention: Compliance Department, telephone number (212) 509-4000.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of XL Fleet’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About XL Fleet Corp.
XL Fleet is a leading provider of vehicle electrification solutions for commercial and municipal fleets in North America, with more than 140 million miles driven by customers such as The Coca-Cola Company, Verizon, Yale University and the City of Boston. XL Fleet’s hybrid and plug-in hybrid electric drive systems can increase fuel economy up to 25-50 percent and reduce carbon dioxide emissions up to 20-33 percent, decreasing operating costs and meeting sustainability goals while enhancing fleet operations. XL Fleet’s plug-in hybrid electric drive system was named one of TIME magazine’s best inventions of 2019. For additional information, please visit www.xlfleet.com.
Forward Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the redemption of the Public Warrants, the expected proceeds from the exercise of the Public Warrants and the expected use of such proceeds. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including but not limited to failure to realize the anticipated benefits from the business combination; the effects of pending and future legislation; the highly competitive nature of the Company’s business and the commercial vehicle electrification market; litigation, complaints, product liability claims and/or adverse publicity; cost increases or shortages in the components necessary to support the Company’s products and services; the introduction of new technologies; the impact of the COVID-19 pandemic on the Company’s business, results of operations, financial condition, regulatory compliance and customer experience; the potential loss of certain significant customers; privacy and data protection laws, privacy or data breaches, or the loss of data; general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability to convert its sales opportunity pipeline into binding orders; risks related to the rollout of the Company’s business and the timing of expected business milestones; the effects of competition on the Company’s future business; the availability of capital; and the other risks discussed under the heading “Risk Factors” in our filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and the Company specifically disclaims any obligation to update these forward-looking statements.
Media Contacts:
Eric Foellmer, Director of Marketing
(617) 648-8555
PR@xlfleet.com
xlfleetPR@icrinc.com
Investor Contact:
Marc Silverberg, Partner (ICR)
xlfleetIR@icrinc.com