XL Fleet (“XL” or the “Company”), a leader in vehicle
electrification solutions for commercial and municipal fleets, and
Pivotal Investment Corporation II (NYSE: PIC) (“Pivotal”), a
publicly traded special purpose acquisition company, today
announced that the two companies will participate in a webinar
hosted by SPACInsider on Monday, October 26, 2020 at 2:00 pm ET to
discuss XL and Pivotal’s proposed transaction.
The webinar for this event can be accessed at:
https://zoom.us/webinar/register/2316027047222/WN_rpFzXHcdTP2uj-8UBzOvlg.
Participants in the webinar will include:
- Dimitri Kazarinoff, Chief Executive Officer, XL Fleet
- Tod Hynes, Founder & Chief Strategy Officer, XL Fleet
- Greg Racz, Pivotal
XL has become a trusted brand for over 200 of the largest
commercial and municipal fleets in North America, with more than
3,200 XL systems deployed and over 130 million miles driven by
customers to date. XL’s customer base includes FedEx, The Coca-Cola
Company, PepsiCo, Verizon, the City of Boston, Seattle Fire
Department, Yale University, and Harvard University, among other
blue-chip companies, municipalities, and institutions.
XL’s proven, proprietary technology and electrified drive
systems transform traditional fossil fuel-powered commercial
vehicles across a wide range of classes and application types into
more reliable and sustainable vehicles. The Company is
revenue-generating today with strong demand momentum, including a
$220 million 12-month sales pipeline and forecasted revenue of over
$21 million in 2020 and $75 million in 2021.
The Company’s current production portfolio of electric
powertrains includes XL Hybrid™ and XL Plug-in™ solutions, which
have been proven to significantly improve fuel economy and reduce
emissions over standard gas- and diesel-powered vehicles. The
Company is additionally developing XL Electric™, an all-electric
offering targeted for 2022. In addition to its electric powertrain
platform, XL provides real-time data monitoring and analytics
through its XL Link™ telematics platform, and will expand its
“Electrification-as-a Service” solution, which includes power
management, charging infrastructure, and onsite power and storage
offerings.
On September 18, 2020, XL and Pivotal announced that they have
entered into a definitive merger agreement. Upon closing, the
combined company will be named XL Fleet and is expected to remain
listed on the New York Stock Exchange under a new ticker symbol,
“XL”, with an anticipated implied enterprise value of approximately
$1 billion and no material debt expected to be outstanding. The
combined company expects to receive approximately $350 million of
proceeds of cash at closing, including an upsized, fully committed
$150 million private placement of common stock at $10.00 per share
backed by several new and existing strategic and institutional
investors.
About XL Fleet
XL Fleet is a leading provider of vehicle electrification
solutions for commercial and municipal fleets in North America,
with more than 130 million miles driven by customers such as The
Coca-Cola Company, Verizon, Yale University and the City of Boston.
XL’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'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.
About Pivotal Investment Corporation II
Pivotal Investment Corporation II is a blank check company
organized for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, recapitalization,
reorganization, or other similar business combination with one or
more businesses or entities. Pivotal is led by Chairman and CEO Jon
Ledecky, a seasoned businessman with over 35 years of investment
and operational experience. He has executed hundreds of
acquisitions across multiple industries and raised over $20 billion
in debt and equity. He is also co-owner of the National Hockey
League’s New York Islanders franchise since 2014 and a prior owner
of the Washington Wizards and the Washington Capitals.
Additionally, Kevin Griffin, the Chief Executive Officer and Chief
Investment Officer of MGG Investment Group, LP, serves as a Pivotal
director and CEO of Pivotal Spac Funding II LLC, Pivotal’s sponsor.
MGG is a private investment firm managing long-term committed
capital on behalf of leading endowment, foundation, pension,
insurance and high net worth investors globally. Over the course of
Mr. Griffin’s 20-year career, he has originated and invested over
$4 billion across the capital structure of middle market businesses
and has also served on numerous boards of directors. Greg Racz is
President and a co-founder of MGG. Previously in his career, Mr.
Racz served as President of two investment firms with more than a
billion dollars in AUM and a member of the corporate department of
the law firm Wachtell, Lipton, Rosen & Katz. For additional
information, please visit https://www.pivotalic.com/.
Important Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction involving Pivotal and XL. Pivotal filed a
registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”) on October 2, 2020, which includes a proxy
statement/prospectus of Pivotal, and certain related documents, to
be used at the meeting of shareholders to approve the proposed
business combination and related matters. INVESTORS AND SECURITY
HOLDERS OF PIVOTAL ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, AND ANY AMENDMENTS THERETO AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT XL, PIVOTAL AND THE BUSINESS
COMBINATION. The definitive proxy statement will be mailed to
shareholders of Pivotal as of a record date to be established for
voting on the proposed business combination. Investors and security
holders will also be able to obtain copies of the registration
statement and other documents containing important information
about each of the companies once such documents are filed with the
SEC, without charge, at the SEC's web site at www.sec.gov.
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
Pivotal, XL and certain of their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from the shareholders of Pivotal in favor of the
approval of the business combination and related matters.
Shareholders may obtain more detailed information regarding the
names, affiliations and interests of certain of Pivotal’s executive
officers and directors in the solicitation by reading Pivotal’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2019, and the proxy statement and other relevant materials filed
with the SEC in connection with the business combination when they
become available. Information concerning the interests of Pivotal’s
participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, will be set
forth in the proxy statement relating to the business combination
when it becomes available.
No Offer or Solicitation
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 any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
Forward Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other
than statements of present or historical fact included in this
presentation, regarding the proposed business combination,
including Pivotal’s ability to consummate the transaction, the
benefits of the transaction and the combined company’s future
financial performance, as well as the combined company’s strategy,
future operations, estimated financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of
management, are forward-looking statements. Forward-looking
statements are inherently subject to risks, uncertainties and
assumptions. These statements may be preceded by, followed by or
include the words “anticipates,” “believes,” “estimates,”
“expects,” “projects,” “forecasts,” “may,” “will,” “should,”
“seeks,” “plans,” “scheduled,” “anticipates” or “intends” or
similar expressions. Such forward-looking statements involve risks
and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements. Certain of these risks are identified and discussed in
Pivotal’s Annual Report on Form 10-K for the year ended December
31, 2019 under Risk Factors in Part I, Item 1A and in Pivotal’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
These risk factors will be important to consider in determining
future results and should be reviewed in their entirety. These
forward-looking statements are expressed in good faith, and Pivotal
and XL believe there is a reasonable basis for them. However, there
can be no assurance that the events, results or trends identified
in these forward-looking statements will occur or be achieved.
Forward-looking statements speak only as of the date they are made,
and neither Pivotal nor XL is under any obligation, and expressly
disclaim any obligation, to update, alter or otherwise revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law. Readers
should carefully review the statements set forth in the reports,
which Pivotal has filed or will file from time to time with the
SEC.
In addition to factors previously disclosed in Pivotal’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: the parties’ ability to meet the closing
conditions to the merger, including approval by stockholders of
Pivotal and XL on the expected terms and schedule and the risk that
regulatory approvals required for the merger are not obtained or
are obtained subject to conditions that are not anticipated; delay
in closing the merger or the PIPE Offering; failure to realize the
benefits expected from the proposed transaction; the effects of
pending and future legislation; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction; business disruption following the
transaction; other consequences associated with mergers,
acquisitions and divestitures and legislative and regulatory
actions and reforms; risks associated with XL’s business, including
the highly competitive nature of XL’s business and the market for
hybrid electric vehicles; litigation, complaints, product liability
claims and/or adverse publicity; cost increases or shortages in the
components necessary to support XL’s products and services; the
introduction of new technologies; privacy and data protection laws,
privacy or data breaches, or the loss of data; and the impact of
the COVID-19 pandemic on XL’s business, results of operations,
financial condition, regulatory compliance and customer
experience.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Pivotal’s and XL’s control. While all
projections are necessarily speculative, Pivotal and XL believe
that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions
and estimates underlying the projected results are inherently
uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this
communication should not be regarded as an indication that Pivotal
and XL, or their respective representatives and advisors,
considered or consider the projections to be a reliable prediction
of future events.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
in an investment in Pivotal and is not intended to form the basis
of an investment decision in Pivotal. All subsequent written and
oral forward-looking statements concerning Pivotal and XL, the
proposed transactions or other matters and attributable to Pivotal
and XL or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201026005261/en/
For XL Fleet Media: Eric Foellmer (617) 648-8551
efoellmer@xlfleet.com
Investors: ICR, Inc. XLFleetIR@icrinc.com
For Pivotal Investment Corporation II Jonathan
Gasthalter/Nathaniel Garnick/Sam Fisher Gasthalter & Co. (212)
257-4170 pivotal@gasthalter.com
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