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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
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Stem
Successfully Transitions 345MWh Southern California
Energy Storage Portfolio to its Athena™ Software
Athena™
Smart Energy Software Increases Customer Savings by More Than 30%
MILLBRAE, Calif. – April 14, 2021 – Stem, Inc. (“Stem” or the “Company”), a global leader
in artificial intelligence (AI)-driven clean energy storage services, today announced it has completed six months of successful operation
of the 345MWh energy storage portfolio owned by Electrodes Holdings LLC (“Electrodes”) which last year transferred portfolio
control to Stem’s Athena™ smart energy software. Customers in the 86-site portfolio are now realizing more than 30% greater
monthly energy savings on average compared to the previous software provider.
Within
two months of being awarded the exclusive contract by Electrodes, Stem seamlessly onboarded to Athena management this portfolio that
serves 25 large commercial and municipal customers in the Los Angeles area. The customers at these sites – ranging from office
buildings, water treatment plants, university campuses, local government buildings, food processing plants, medical facilities, and
retail superstores –now benefit from Athena’s intelligence and real-time decision-making to optimize energy storage
systems and energy use. Stem has also delivered local controllable capacity to a Southern California investor-owned utility where
the portfolio is based.
“This seamless portfolio transition is further
proof of Stem's energy storage leadership and the effectiveness of our best-in-class Athena™ technology in delivering superior results
for customers,” said Stem CEO John Carrington. “Our team’s technical and operational expertise allowed for a full, unimpeded,
and highly-efficient changeover of these complex systems, ensuring maximum uptime for the customers while increasing returns for the system
owner.”
“The more than 30% increase in savings performance
we have achieved so far is a testament to Stem’s superior technology, leading customer service, and capabilities of our expert Programs
team,” said Stem VP of Program Operations Julie Steury. “The efficient data transfer of an extensive energy storage portfolio
along with hardware reconfigurations of 86 sites furthers our leading position in the critical California market and reflects the ongoing
efforts of our data operations to successfully prioritize data integrity and transparency.”
Stem and Star Peak Energy Transition Corp. (NYSE:
STPK) Business Combination Update
Star
Peak’s registration statement on Form S-4 (File No. 333-251397), relating to the previously announced merger of Star Peak and Stem,
was declared effective by the U.S. Securities and Exchange Commission on March 29, 2021. The Special Meeting to approve the pending business
combination is scheduled for Tuesday, April 27, 2021, at 11:00 a.m. ET. If the proposals at the Special Meeting are approved, the parties
anticipate the business combination will close shortly thereafter, subject to the satisfaction or waiver (as applicable) of all other
closing conditions. Details about how to vote can be viewed at https://stpk.starpeakcorp.com/vote.
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/.
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 includes a definitive proxy statement / prospectus / written consent
solicitation that has been 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 has mailed 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 includes 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.
Investor
Contacts – Stem
Ted Durbin, Stem, Inc.
Marc Silverberg, ICR, Inc.
IR@stem.com
Media
Contact – Stem
Cory Ziskind, ICR, Inc.
stemPR@icrinc.com
Contacts
– Star Peak
Tricia Quinn
Courtney Kozel
info@starpeakcorp.com
847 905 4400
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