Filed by Star Peak Energy Transition Corp. pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Star Peak Energy Transition Corp.
Commission File No. 001-39455
Stem, Inc.
Announces New Front of the Meter, Wholesale Market
Participation Services Project in Massachusetts
New
Haverhill, Massachusetts Site Marks Largest Front of Meter Solar Plus Storage Project
Under Existing Partnership with Kearsarge Energy
MILLBRAE,
Calif. – March 2, 2021 – Stem, Inc.,
a global leader in artificial intelligence (AI)-driven clean energy storage services, today announced the installation of its
largest Massachusetts solar plus storage site that will participate in New England wholesale energy markets through its
existing partnership with Kearsarge Energy L.P. (“Kearsarge”), the developer and
owner of the project.
Kearsarge
Haverhill LLC, located on a landfill in Haverhill, Mass., has 3.6 megawatts (MW) of solar with a 2 MW / 9 megawatt-hour
(MWh) AC-coupled, front-of-the-meter (FTM) battery. The project is the largest of its kind
that Stem’s AthenaTM smart energy storage software currently operates for Kearsarge in Massachusetts. Separately,
Stem and Kearsarge are developing two additional FTM projects in the towns of Franklin and Montague, Mass. Together, the
three projects represent over $6M in energy storage system (ESS) projects.
Since
the announced partnership in September 2019, Stem has partnered closely with Kearsarge
on a growing portfolio of large-scale storage projects co-located with solar. Stem has assisted with project management and leveraged
its sophisticated Athena™ services which deliver the intelligence that enables the projects to deliver value via ISO New
England wholesale markets and Massachusetts’s Clean Peak Energy Standard. Athena™ services include market bidding,
dispatch scheduling, data management, and performance reporting. In addition, Athena™
will support compliance with requirements for the federal investment tax credit and the Solar Massachusetts Renewable Target (SMART)
Program, a state initiative that promotes cost-effective solar development to benefit customers and the grid.
As a leading renewable energy project developer, financier,
and long-term owner and operator, Kearsarge creates recurring value by working with local communities to meet the growing demand
for commercial and utility-scale renewable energy projects. Focusing on distressed municipal holdings like brownfield sites, Kearsarge
augments clean energy power generation with Stem’s smart storage solutions to reduce wholesale demand charges, increase grid
resilience and maximize energy savings. Kearsarge’s solar plus storage solution on Haverhill’s Superfund site will
result in energy savings, lease revenues, maintenance and upkeep savings, and tax payments estimated to total at least $3.9M for
the City of Haverhill during the project’s lifetime.
Alan Russo, Chief
Revenue Officer of Stem, Inc., commented, “Analysis from consultancy Wood Mackenzie estimates the front of meter
market in the United States will grow from about 10 gigawatt-hours (GWh) in 2021 to over 26 GWh in 2026. Stem’s smart
storage solution and leading wholesale market forecasting services through Athena™ represent a significant opportunity
for our partners and for Stem. Over the long life of a solar project, the long-term value we bring to optimize projects and
revenues has helped us establish a leading position as a front of meter solar plus storage provider. As the front of meter
market continues to grow rapidly, Kearsarge’s extensive pipeline makes them a perfect partner for us.”
Andrew Bernstein, Managing
Partner of Kearsarge Energy, commented, “Stem’s strong knowledge and flexibility
to navigate the ISO New England wholesale market makes them a preferred energy storage services provider for Kearsarge. Their team’s
outstanding customer service and understanding of warranties simplifies the process for us as we collaborate on effective reporting
and monetization of revenues through Athena™.”
Stem and Star Peak Business Combination Update
Stem remains on track to complete its previously announced merger with Star Peak Energy Transition Corp. (NYSE: STPK)
(“Star Peak”) in the first quarter of 2021. Upon closing, the combined company will be named Stem, Inc. and remain
listed on the New York Stock Exchange under the new ticker symbol “STEM.”
###
About Stem, Inc.
Stem provides solutions that address the challenges of today’s dynamic energy market. By combining advanced energy storage
solutions with Athena™, a world-class AI-powered analytics platform, Stem enables customers and partners to optimize energy
use by automatically switching between battery power, onsite generation and grid power. Stem’s solutions help enterprise
customers benefit from a clean, adaptive energy infrastructure and achieve a wide variety of goals, including expense reduction,
resilience, sustainability, environmental and corporate responsibility and innovation. Stem also offers full support for solar
partners interested in adding storage to standalone, community or commercial solar projects – both behind and in front of
the meter.
Headquartered in Millbrae, Calif., Stem is directly funded
by a consortium of leading investors including Activate Capital, Angeleno Group, BNP Paribas, Constellation Technology Ventures,
Copec, Iberdrola (Inversiones Financieras Perseo), GE Ventures, Magnesium Capital, Mithril L.P., Mitsui & Co. LTD.,
Ontario Teachers’ Pension Plan, RWE Supply & Trading, Temasek and Total Energy Ventures. For more information,
visit www.stem.com.
About Star Peak Energy Transition Corp.
Star Peak is a blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Star Peak is led
by a management team with extensive experience investing in the energy, energy infrastructure and renewables sectors, including
Chairman, Michael Morgan and Chief Executive Officer, Eric Scheyer. Michael Morgan is Chairman and Chief Executive Officer at
Triangle Peak Partners LP and currently serves as a director of Sunnova Energy International (NYSE: NOVA) and lead director of
Kinder Morgan, Inc. (NYSE: KMI), one of the largest energy infrastructure companies in North America, a company he joined
at its founding in 1997. Eric Scheyer is a Partner at Magnetar and has served as the Head of the Magnetar Energy and Infrastructure
Group since its inception in 2005. For more information, visit https://stpk.starpeakcorp.com/.
About Kearsarge Energy Inc.
Kearsarge Energy L.P., based in Boston, Mass., is a leading renewable energy project development, finance, and asset management
company, with a dual mission to help build a more sustainable world and to provide superior returns to stakeholders and the environment.
Kearsarge is focused on building and deploying sustainable renewable assets that will help local communities meet the growing demand
for commercial and utility-scale renewable energy projects. Visit www.kearsargeenergy.com or contact us at (617) 393-4222.
Forward-Looking Statements
Certain statements in this press release may be considered “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally relate to future events of Star Peak or Stem’s future financial
or operating performance. For example, projections of future revenue and other metrics are forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,”
“intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,”
“or“ or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements
are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed
or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by Star Peak and its management, and Stem and its management, as the case may be, are inherently uncertain
factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) the occurrence
of any event, change or other circumstances that could give rise to the termination of the definitive merger agreement with respect
to the business combination; 2) the outcome of any legal proceedings that may be instituted against Star Peak, the combined company
or others following the announcement of the business combination and any definitive agreements with respect thereto; 3) the inability
to complete the business combination due to the failure to obtain approval of the stockholders of Star Peak, to obtain financing
to complete the business combination or to satisfy other conditions to closing; 4) changes to the proposed structure of the business
combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory
approval of the business combination; 5) the ability to meet the NYSE’s listing standards following the consummation of the
business combination; 6) the risk that the business combination disrupts current plans and operations of Stem as a result of the
announcement and consummation of the business combination; 7) the ability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; 8) costs related
to the business combination; 9) changes in applicable laws or regulations; 10) the possibility that Stem or the combined company
may be adversely affected by other economic, business and/or competitive factors; 11) Stem’s estimates of its financial performance;
12) the impact of the novel coronavirus disease pandemic and its effect on business and financial conditions; and 13) other risks
and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in Star Peak’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020.
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should
not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Star Peak nor Stem
undertakes any duty to update these forward-looking statements, except as otherwise required by law.
Important Information for Investors and Stockholders
In connection with the proposed business combination, Star Peak
has filed a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange
Commission (the “SEC”), which includes a preliminary proxy statement to be distributed to holders of Star Peak’s
common stock in connection with Star Peak’s solicitation of proxies for the vote by Star Peak’s stockholders with respect
to the proposed transaction and other matters as described in the Registration Statement, as well as the prospectus relating to
the offer of securities to be issued to Stem’s stockholders in connection with the proposed transaction. After the Registration
Statement has been declared effective, Star Peak will mail a definitive proxy statement, when available, to its stockholders. Investors
and security holders and other interested parties are urged to read the proxy statement/prospectus, any amendments thereto and
any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important
information about Star Peak, Stem and the proposed transaction. Investors and security holders may obtain free copies of the preliminary
proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by
Star Peak through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Star Peak Energy Transition
Corp., 1603 Orrington Ave., 13 Floor, Evanston, IL 60201. The information contained on, or that may be accessed through, the
websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Star Peak and its directors and officers may be deemed participants
in the solicitation of proxies of Star Peak’s shareholders in connection with the proposed business combination. Security
holders may obtain more detailed information regarding the names, affiliations and interests of certain of Star Peak’s executive
officers and directors in the solicitation by reading the registration statement / proxy statement and other relevant materials
filed with the SEC in connection with the business combination. Information concerning the interests of Star Peak’s participants
in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the
registration statement / proxy statement relating to the business combination.
Media Contact – Stem
Cory Ziskind, ICR, Inc.
stemPR@icrinc.com
Laurie Gibson, Kickstart Consulting
lgibson@kickstartconsulting.com
Investor Contacts – Stem
Ted Durbin, Stem, Inc.
Marc Silverberg, ICR, Inc.
IR@stem.com
Contact – Star Peak
Tricia Quinn
Courtney Kozel
info@starpeakcorp.com
847 905 4400
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