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
The following communication was made available on Star Peak Energy
Transition Corp.’s website on March 29, 2021:
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Star Peak Energy Transition Corp. - How to Vote
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HOW TO VOTE
YOUR VOTE
MATTERS
Every vote is important. Regardless of the
number of shares you hold, we encourage
you to make your voice heard and vote
today in favor of the business combination
with Stem, Inc.!
If you owned Star Peak (NYSE: STPK)
stock as of the close of business on March
4, 2021, you are entitled to vote and are
NYSE:
STPK $25.42 -1.98
(-7.24%)
20 minutes min delay | Mar 29, 2021 | 12:17 PM
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Star Peak Energy Transition Corp. - How to Vote
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or email Morrow
Sodali, Star
Peak’s proxy
solicitor: 877-787-
9239 or
STPK.info@investor.morrowsodali.com.
1. Vote Online (Highly
recommended): Follow the
instructions provided by your
broker, bank or other
nominee on the Voting
Instruction Form mailed (or e-
mailed) to you. To vote
online, you will need your
voting control number, which
you can find on your Voting
Instruction Form.
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Star Peak Energy Transition Corp. - How to Vote
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2. Vote by Telephone:
Follow the instructions
provided by your broker,
bank or other nominee on the
Voting Instruction Form
mailed (or e-mailed) to you.
To vote via the automated
telephone service, you will
need your voting control
number, which you can find
on your Voting Instruction
Form.
3. Vote by Mail: Follow the
instructions provided by your
broker, bank or other
nominee on the Voting
Instruction Form mailed (or e-
mailed) to you. To send in
your vote via mail, you will
need your voting control
number, which you can find
on your Voting Instruction
Form.
To ensure your vote is
handled properly, be
sure to:
Mark, sign and date
your Voting
Instruction Form;
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Star Peak Energy Transition Corp. - How to Vote
https://starpeakenergy2020spac.s4.q4web.com/....aspx?SectionId=92561b94-66cd-47ab-8b33-367f4cf8dd56&LanguageId=1&ResetDate=1[3/29/2021 11:42:51 AM]
Fold and return your
Voting Instruction
Form in the postage-
paid envelope
provided; and
Postmark your Voting
Instruction Form no
later than April 21,
2021.
YOUR CONTROL NUMBER IS FOUND
ON YOUR VOTING INSTRUCTION
FORM. If you did not receive or have
misplaced your Voting Instruction Form,
contact your bank, broker or other
nominee for a form replacement or to
obtain your control number. You will need
this in order to vote. A bank, broker or
other nominee is a person or firm that acts
as an intermediary between an investor
and the stock exchange who can help you
vote your shares.
FREQUENTLY
ASKED
QUESTIONS
(FAQS)
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Star Peak Energy Transition Corp. - How to Vote
https://starpeakenergy2020spac.s4.q4web.com/....aspx?SectionId=92561b94-66cd-47ab-8b33-367f4cf8dd56&LanguageId=1&ResetDate=1[3/29/2021 11:42:51 AM]
HOW DO I VOTE MY
SHARES?
If your shares were held in “street name”
(meaning you purchased through a broker,
bank or other nominee) as of the close of
business on March 4, 2021, contact them
immediately to obtain your control number
and instructions to vote online or by
telephone.
CAN I STILL VOTE IF I
NO LONGER OWN MY
SHARES?
Yes, if you owned STPK shares as of the
close of business on March 4, 2021, the
record date for the Special Meeting, you
can still vote your shares even if you no
longer own them.
WHERE CAN I FIND MY
CONTROL NUMBER?
Your voting control number is the number
provided on your Voting Instruction Form
in large bold text that was mailed (or e-
mailed) to you with your proxy materials. If
your shares are held by a bank, broker or
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Star Peak Energy Transition Corp. - How to Vote
https://starpeakenergy2020spac.s4.q4web.com/....aspx?SectionId=92561b94-66cd-47ab-8b33-367f4cf8dd56&LanguageId=1&ResetDate=1[3/29/2021 11:42:51 AM]
other nominee and you cannot locate your
control number, you will need to contact
them to obtain your control number.
WHEN DO I NEED TO
VOTE BY?
We encourage you to vote as soon as
possible, but no later than 11:59 p.m. ET
on April 26, 2021. If you vote by mail, we
suggest you postmark your signed Voting
Instruction Form by April 21, 2021 to
account for shipping time.
HOW LONG WILL IT
TAKE TO VOTE?
Voting is simple and designed to take just
a few minutes, depending on how you
vote. We recommend voting online for the
quickest experience.
WHAT IF I WANT TO
VOTE BY MAIL OR
PHONE?
You can vote in one of three ways: online,
by telephone or by mail. If you need
assistance voting your shares, please call
Morrow Sodali LLC, Star Peak’s proxy
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Star Peak Energy Transition Corp. - How to Vote
https://starpeakenergy2020spac.s4.q4web.com/....aspx?SectionId=92561b94-66cd-47ab-8b33-367f4cf8dd56&LanguageId=1&ResetDate=1[3/29/2021 11:42:51 AM]
solicitor, toll-free at 877-787-9239 or e-mail
at STPK.info@investor.morrowsodali.com.
WHO SHOULD I
CONTACT WITH
QUESTIONS?
If you need assistance voting your shares,
please call Morrow Sodali LLC, Star
Peak’s proxy solicitor, toll-free at 877-787-
9239 or e-mail at
STPK.info@investor.morrowsodali.com.
HOW DO I ATTEND THE
SPECIAL MEETING ON
APRIL 27, 2021 AT 11
A.M. ET?
The Special Meeting will be held on April
27, 2021 at 11 a.m. ET, via live webcast at
https://www.cstproxy.com/starpeakcorp/2021.
WHERE CAN I GO FOR
HELP LOGGING IN TO
EXERCISE MY VOTE?
Contact your brokerage firm. A list of the
top brokerage firms is below to get you
started:
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Star Peak Energy Transition Corp. - How to Vote
https://starpeakenergy2020spac.s4.q4web.com/....aspx?SectionId=92561b94-66cd-47ab-8b33-367f4cf8dd56&LanguageId=1&ResetDate=1[3/29/2021 11:42:51 AM]
Ally
BNY Mellon
Charles Schwab
CITIBANK
E*Trade
Interactive Brokers
Fidelity
Firsttrade
J.P. Morgan Securities LLC
Merrill
Morgan Stanley
National Financial Services LLC
Pershing LLC
Robinhood
TD Ameritrade
TradeStation
Vangaurd Brokerage Services
Webull
Wells Fargo Clearing Services
Additional Information
This communication is being made in
respect of a proposed merger transaction
(the “proposed transactions”) involving
Star Peak Energy Transition Corp.
(“STPK”) and Stem, Inc. (the “Company”).
The proposed transactions will be
submitted to stockholders of STPK for their
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Star Peak Energy Transition Corp. - How to Vote
https://starpeakenergy2020spac.s4.q4web.com/....aspx?SectionId=92561b94-66cd-47ab-8b33-367f4cf8dd56&LanguageId=1&ResetDate=1[3/29/2021 11:42:51 AM]
consideration and approval at a special
meeting of stockholders. In connection
with the proposed transactions, STPK has
filed a Registration Statement on Form S-4
(the “Registration Statement”) with the
Securities and Exchange Commission
(“SEC”), which will include a definitive
proxy statement / prospectus / written
consent solicitation to be distributed to
STPK stockholders in connection with
STPK’s solicitation for proxies for the vote
by STPK’s stockholders in connection with
the proposed transactions and other
matters as described in such Registration
Statement, as well as the prospectus
relating to the offer of the securities. STPK
will mail a definitive proxy statement /
prospectus / written consent solicitation
and other relevant documents to its
stockholders as of the record date
established for voting on the proposed
transactions. Investors and security
holders of STPK are advised to read the
definitive proxy statement / prospectus /
written consent solicitation in connection
with STPK’s solicitation of proxies for its
special meeting of stockholders to be held
to approve the proposed transaction
because the proxy statement / prospectus
/ written consent solicitation contains
important information about the proposed
transaction and the parties to the proposed
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Star Peak Energy Transition Corp. - How to Vote
https://starpeakenergy2020spac.s4.q4web.com/....aspx?SectionId=92561b94-66cd-47ab-8b33-367f4cf8dd56&LanguageId=1&ResetDate=1[3/29/2021 11:42:51 AM]
transaction. Stockholders may also obtain
copies of the definitive proxy statement /
prospectus / written consent solicitation,
without charge at the SEC’s website at
www.sec.gov or by directing a request to:
Star Peak Energy Transition Corp., 1603
Orrington Ave., 13 Floor Evanston, IL
60201.
This communication does not constitute an
offer to sell or the solicitation of an offer to
buy any securities, or a solicitation of any
vote or approval, nor shall there be any
sale of securities in any jurisdiction in
which such offer, solicitation or sale would
be unlawful prior to registration or
qualification under the securities laws of
any such jurisdiction. No offering of
securities shall be made except by means
of a prospectus meeting the requirements
of Section 10 of the Securities Act.
Participants in the Solicitation
STPK and the Company and their
respective directors, executive officers,
other members of management, and
employees, under SEC rules, may be
deemed to be participants in the
solicitation of proxies of STPK’s
stockholders in connection with the
proposed transaction. Information
regarding the persons who may, under
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Star Peak Energy Transition Corp. - How to Vote
https://starpeakenergy2020spac.s4.q4web.com/....aspx?SectionId=92561b94-66cd-47ab-8b33-367f4cf8dd56&LanguageId=1&ResetDate=1[3/29/2021 11:42:51 AM]
SEC rules, be deemed participants in the
solicitation of STPK’s stockholders in
connection with the proposed business
combination is set forth in STPK’s
registration statement / proxy statement
that has been filed with the SEC. Investors
and security holders may obtain more
detailed information regarding the names
and interests in the proposed transaction
of STPK’s directors and officers in STPK’s
filings with the SEC, and such information
is also in the Registration Statement that
has been filed with the SEC by STPK,
which will include the definitive proxy
statement / prospectus / written consent
solicitation of STPK for the proposed
transaction.
Forward-Looking Statements
Certain statements in this communication
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 STPK
or the Company’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
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Star Peak Energy Transition Corp. - How to Vote
https://starpeakenergy2020spac.s4.q4web.com/....aspx?SectionId=92561b94-66cd-47ab-8b33-367f4cf8dd56&LanguageId=1&ResetDate=1[3/29/2021 11:42:51 AM]
“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 STPK and its management,
and the Company 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
STPK, 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 STPK, to
obtain financing to complete the business
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Star Peak Energy Transition Corp. - How to Vote
https://starpeakenergy2020spac.s4.q4web.com/....aspx?SectionId=92561b94-66cd-47ab-8b33-367f4cf8dd56&LanguageId=1&ResetDate=1[3/29/2021 11:42:51 AM]
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 New York Stock Exchange’s
listing standards following the
consummation of the business
combination; 6) the risk that the business
combination disrupts current plans and
operations of the Company 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 the Company or the
combined company may be adversely
affected by other economic, business
and/or competitive factors; 11) the
Company’s estimates of its financial
performance; 12) the impact of the novel
coronavirus disease pandemic and its
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Star Peak Energy Transition Corp. - How to Vote
https://starpeakenergy2020spac.s4.q4web.com/....aspx?SectionId=92561b94-66cd-47ab-8b33-367f4cf8dd56&LanguageId=1&ResetDate=1[3/29/2021 11:42:51 AM]
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 STPK’s Annual
Report on Form 10-K for the year ended
December 31, 2020. Nothing in this
communication 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 the Company undertakes
any duty to update these forward-looking
statements, except as otherwise required
by law.
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The following communication was made available on Stem, Inc.'s website on March 29,
2021:
The following communication was made available by Stem, Inc. on Twitter on March 29, 2021:
The following communication was made available by Stem, Inc. on LinkedIn on March 29, 2021:
The following communication was made available by Stem, Inc. on Facebook on March 29, 2021:
The following communication was made available by Stem, Inc. on StockTwits on March 29, 2021:
About Stem
Stem provides solutions that address the challenges of today’s
dynamic energy market. By combining advanced energy storage solutions with Athena™, a world-class artificial intelligence (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 Capital
Management, 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/.
Additional Information
This communication is being made in respect of a proposed merger transaction
(the “proposed transactions”) involving Star Peak and Stem. The proposed transactions will be submitted to stockholders of
Star Peak for their consideration and approval at a special meeting of stockholders. In connection with the proposed transactions, Star
Peak has filed a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission
(“SEC”), which will include a definitive proxy statement / prospectus / written consent solicitation to be distributed to
Star Peak stockholders in connection with Star Peak’s solicitation for proxies for the vote by Star Peak’s stockholders in
connection with the proposed transactions and other matters as described in such Registration Statement, as well as the prospectus relating
to the offer of the securities. Star Peak will mail a definitive proxy statement / prospectus / written consent solicitation and other
relevant documents to its stockholders as of the record date established for voting on the proposed transactions. Investors and security
holders of Star Peak are advised to read the definitive proxy statement / prospectus / written consent solicitation in connection with
Star Peak’s solicitation of proxies for its special meeting of stockholders to be held to approve the proposed transaction because
the proxy statement / prospectus / written consent solicitation contains important information about the proposed transaction and the
parties to the proposed transaction. Stockholders may also obtain copies of the definitive proxy statement / prospectus / written consent
solicitation, without charge at the SEC’s website at www.sec.gov or by directing a request to: Star Peak Energy Transition Corp.,
1603 Orrington Ave., 13 Floor Evanston, IL 60201.
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act.
Participants in the Solicitation
Star Peak and Stem and their respective directors, executive officers,
other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Star Peak’s
stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants
in the solicitation of Star Peak s stockholders in connection with the proposed business combination is set forth in Star Peak’s
registration statement / proxy statement that has been filed with the SEC. Investors and security holders may obtain more detailed information
regarding the names and interests in the proposed transaction of Star Peak’s directors and officers in Star Peak’s filings
with the SEC, and such information is also in the Registration Statement that has been filed with the SEC by Star Peak, which will include
the definitive proxy statement / prospectus / written consent solicitation of Star Peak for the proposed transaction.
Forward-Looking Statements
Certain statements in this communication 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 New York Stock Exchange’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 Annual Report on Form 10-K for the year ended December 31, 2020. Nothing in this communication 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.
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