Stem, Inc. (“Stem” or “the Company”) today issued the following
notice of redemption for all of Company’s outstanding public
warrants. The Company expects that the public warrants will cease
trading on Friday, September 17, the last trading day before the
Redemption Date (as defined below), and will be delisted from the
New York Stock Exchange on the Redemption Date.
August 20, 2021
NOTICE OF REDEMPTION OF PUBLIC WARRANTS
(CUSIP 85859N110)
Dear Warrant Holder,
Stem, Inc. (the “Company”) hereby gives notice that it is
redeeming, at 5:00 p.m. New York City time on September 20, 2021
(the “Redemption Date”), all of the Company’s outstanding
Public Warrants (as defined in the Warrant Agreement (defined
below)) (the “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 Warrant (the
“Redemption Price”), that were issued under the Warrant
Agreement dated as of August 20, 2020 (the “Warrant
Agreement”), by and between the Company’s predecessor company,
Star Peak Energy Transition Corp. (“STPK”), and Continental
Stock Transfer & Trust Company, as warrant agent (the
“Warrant Agent”), as part of the units sold in STPK’s
initial public offering. Each Warrant entitles the holder thereof
to purchase one share of Common Stock for a purchase price of
$11.50 per whole share, subject to adjustment. Any 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 Warrants, except
to receive the Redemption Price or as otherwise described in this
notice for holders who hold their Warrants in “street name.”
The Warrants are listed on the New York Stock Exchange (the
“NYSE”) under the symbol “STEM.WS” and the Common Stock is listed
on the NYSE under the symbol “STEM.” On August 19, 2021, the last
reported sale price of the Warrants was $9.77 and the last reported
sale price of the Common Stock was $21.34 per share. We expect
that the NYSE will suspend trading in the Warrants prior to the
opening of trading on the Redemption Date, and that the last day of
trading will be the immediately preceding trading day, which is
expected to be Friday, September 17, 2021.
TERMS OF REDEMPTION; CESSATION OF
RIGHTS
The rights of the Warrant holders to exercise their 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, the Warrants will no longer be
exercisable and the holders of unexercised 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 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 Warrants. Note that
the act of exercising is VOLUNTARY,
meaning holders must instruct their broker to submit the Warrants
for exercise.
The Company is exercising this right to redeem the 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 Warrants if the last sales price of the
Common Stock reported has been at least $18.00 per share on each of
20 trading days within the 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
trading-day period ending on August 17, 2021 (which is the third
trading day prior to the date of this redemption notice).
EXERCISE PROCEDURE
Warrant holders have until 5:00 p.m. New York City time on
the Redemption Date to exercise their Warrants to purchase shares
of Common Stock. Warrants may only be exercised for cash. Each
Warrant entitles the holder thereof to purchase one share of Common
Stock at a cash price of $11.50 per whole share (the “Exercise
Price”).
Payment of the exercise funds 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 Warrants in “street name” should
immediately contact their broker to determine their broker’s
procedure for exercising their Warrants since the process to
exercise is VOLUNTARY.
Persons who are holders of record of their Warrants may exercise
their Warrants by sending:
- The Warrant Certificate;
- A fully and properly completed “Election to Purchase” (a form
of which is attached hereto as Annex
A), duly executed and indicating, among of things, the
number of Warrants being exercised; and
- 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 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
Election to Purchase 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 Election to Purchase together with the related Warrant
Certificate and exercise funds before such time will result in such
holder’s Warrants being redeemed at the Redemption Price of $0.01
per Warrant and not exercised.
For holders of Warrants who hold their Warrants in “street
name,” provided that the Exercise Price for the Warrants being
exercised and a Notice of Guaranteed Delivery and the exercise
funds 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 September 22, 2021, to deliver the Warrants to the Warrant
Agent. Any such Warrant received without an Election to Purchase
and a 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 Warrant, and not for exercise.
PROSPECTUS
A prospectus covering the shares of 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. 333-256501) (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 (investors.stem.com).
REDEMPTION PROCEDURE
Payment of the Redemption Price will be made by the Company upon
presentation and surrender of a 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 Warrants.
*********************************
Any questions you may have about redemption and exercising your
Warrants may be directed to the Warrant Agent at its address and
telephone number set forth above, or at
compliance@continentalstock.com.
Sincerely, STEM, INC.
/s/ William Bush
________________________________
Name: William Bush Title: Chief Financial
Officer
ANNEX A
STEM, INC.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive ____________
shares of Common Stock and herewith tenders payment for such shares
of Common Stock, $0.0001 par value per share (the “Common
Stock”) to the order of Stem, Inc. (the “Company”) in
the amount of $____________ in accordance with the terms hereof.
The undersigned requests that a certificate for such shares of
Common Stock be registered in the name of ____________, whose
address is _________________ and that such shares of Common Stock
be delivered to ____________ whose address is
_________________.
____________________________________
(Date)
____________________________________
(Signature)
____________________________________
____________________________________
____________________________________
(Address)
____________________________________
(Tax Identification Number)
Signature Guaranteed:
__________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR
RULE)) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Cautionary Statement regarding Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of the federal securities laws. Forward-looking
statements address matters that are, to varying degrees, uncertain,
such as the expected redemption of the public warrants, and the
delisting of the public warrants from the New York Stock Exchange.
These statements are subject to risks and uncertainties, including,
but not limited to, the possibility that the redemption may not
occur, and other risks and uncertainties set forth in the section
entitled “Risk Factors” in the registration statement on Form S-1
filed with the SEC on July 19, 2021, and our most recent Forms
10-K, 10-Q and 8-K filed with or furnished to the SEC. If one or
more of these or other risks or uncertainties materialize (or the
consequences of such a development changes), or should underlying
assumptions prove incorrect, actual outcomes may vary materially
from those reflected in our forward-looking statements. The
forward-looking statements speak only as of the date of this press
release, and Stem disclaims any intention or obligation to update
publicly or revise such statements, whether as a result of new
information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210820005058/en/
Stem Investor Contacts Ted Durbin, Stem Marc Silverberg,
ICR IR@stem.com Stem Media Contact Cory Ziskind, ICR
stemPR@icrinc.com
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