XL Fleet, a Leader in Commercial Vehicle Electrification, & Pivotal Investment Corp. II Announce Closing of Merger; XL Fleet ...
December 22 2020 - 6:30AM
Business Wire
XL Fleet (the “Company”), a leader in vehicle electrification
solutions for commercial and municipal fleets, today announced that
it has completed its previously announced merger with Pivotal
Investment Corporation II (NYSE: PIC) (“Pivotal”), a publicly
traded special purpose acquisition company. The transaction, which
was approved by Pivotal’s stockholders at its annual meeting held
on December 21, 2020, resulted in the combined company being
renamed “XL Fleet Corp.”, with its common stock and warrants to
commence trading on the New York Stock Exchange at the opening of
trading on December 22, 2020 under the ticker symbols “XL” and “XL
WS”, respectively.
In connection with the merger and related private placement, XL
Fleet received approximately $350 million in cash proceeds. The
funds are expected to be used to advance XL Fleet’s position as a
leader in fleet electrification through the development of new
products, including all electric and Class 7-8 solutions, further
the deployment of the Company’s XL Grid charging infrastructure
division and its complete “Electrification as a Service” offering,
as well as to accelerate XL Fleet’s plans to expand
internationally.
“Today is a significant milestone for XL Fleet and our employees
and an important step forward for the commercial vehicle industry
as we transform commercial fleets to build a more sustainable
world,” said Dimitri Kazarinoff, XL Fleet’s Chief Executive
Officer. “The closing of our merger with Pivotal will empower us to
accelerate our growth strategy and bolster the industry’s most
comprehensive fully integrated fleet electrification platform,
encompassing real-time data monitoring and analytics, propriety
powertrain technology, power management, charging and storage. Our
tested products, strong presence in the U.S. and Canada,
firmly-established supply chain, and deep OEM relationships
position XL Fleet as the partner-of-choice for our blue-chip
customer base who recognize us as a key partner in helping them to
meet their sustainability goals efficiently and at a lower
cost.”
“XL Fleet started its journey more than a decade ago to address
the burgeoning need for commercial and municipal fleets to reduce
emissions,” said Tod Hynes, President of XL Fleet. “Today that need
is stronger than ever, and we believe that XL Fleet is positioned
as the most trusted name in fleet electrification—one of the
largest opportunities in energy. We look forward to extending XL
Fleet’s leadership position as we continue to help our customers
save money, improve driver productivity, reduce emissions and drive
decarbonization throughout their electrification journeys.”
Messrs. Kazarinoff and Hynes will continue to lead XL Fleet’s
management team, supported by a deep bench of executive leadership
with extensive energy innovation, automotive, and electric vehicle
experience. Pivotal Chairman and Chief Executive Officer Jonathan
Ledecky will join the Company’s newly formed Board of Directors, as
will Pivotal Directors Kevin Griffin, Chief Executive Officer and
Chief Investment Officer of MGG Investment Group, LP, and Sarah
Sclarsic, a technology entrepreneur and carbon removal researcher
at the Massachusetts Institute of Technology.
“We appreciate the overwhelming support received from
shareholders of Pivotal, including 99.88% votes cast in favor of
the merger between Pivotal and XL Fleet,” said Mr. Ledecky. “We are
exceptionally proud of XL Fleet’s success to date and are excited
to continue to support the Company and its talented team as it
transitions to the public markets. With thousands of proven systems
on the road today, millions of miles driven by hundreds of
customers in mission-critical applications, and an asset light,
highly scalable business model, I believe that XL Fleet is poised
to realize its vision of becoming a world leader in fleet
electrification.”
To celebrate the completion of its merger, leadership from the
combined Company will ring the opening bell at the New York Stock
Exchange at 9:30 am EST on Wednesday, December 23, 2020. A live
stream of the event and replay can be accessed by visiting
https://www.nyse.com/bell.
Advisors
Canaccord Genuity LLC acted as financial advisor to XL Fleet.
BTIG, LLC acted as financial and capital markets advisor to
Pivotal. Cantor Fitzgerald and PJT Partners also acted as capital
markets advisors to Pivotal. Morrison & Foerster LLP and
Graubard Miller acted as legal counsel to Pivotal. Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal counsel to XL
Fleet.
About XL Fleet
XL Fleet is a leading provider of vehicle electrification
solutions for commercial and municipal fleets in North America,
with more than 140 million miles driven by customers such as The
Coca-Cola Company, Verizon, Yale University and the City of Boston.
XL Fleet’s 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 Fleet's electric drive
system was named one of TIME magazine's best inventions of 2019.
For additional information, please visit www.xlfleet.com.
Forward Looking Statements
Certain statements in this press release may constitute
“forward-looking statements” within the meaning of the federal
securities laws. Forward-looking statements generally are
accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding the Company’s expected uses of proceeds from
the business combination; potential future revenue; the Company’s
expectations for its products; market acceptance of commercial
vehicle electrification; and market opportunity. These statements
are based on various assumptions, whether or not identified in this
press release, and on the current expectations of management and
are not predictions of actual performance. Forward-looking
statements are subject to a number of risks and uncertainties that
could cause actual results to differ materially from the
forward-looking statements, including but not limited to failure to
realize the anticipated benefits from the business combination; the
effects of pending and future legislation; the highly competitive
nature of the Company’s business and the commercial vehicle
electrification market; litigation, complaints, product liability
claims and/or adverse publicity; cost increases or shortages in the
components necessary to support the Company’s products and
services; the introduction of new technologies; the impact of the
COVID-19 pandemic on the Company’s business, results of operations,
financial condition, regulatory compliance and customer experience;
the potential loss of certain significant customers; privacy and
data protection laws, privacy or data breaches, or the loss of
data; general economic, financial, legal, political and business
conditions and changes in domestic and foreign markets; the
inability to convert its sales opportunity pipeline into binding
orders; risks related to the rollout of the Company’s business and
the timing of expected business milestones; the effects of
competition on the Company’s future business; the availability of
capital; and the other risks discussed under the heading “Risk
Factors” in the definitive proxy statement/prospectus filed by
Pivotal Investment Corporation II on December 8, 2020 and other
documents that the Company files with the SEC in the future. If any
of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. These forward-looking statements
speak only as of the date hereof and the Company specifically
disclaims any obligation to update these forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20201222005189/en/
For XL Fleet Media: Eric Foellmer (617) 648-8551
efoellmer@xlfleet.com Investors: Marc Silverberg, 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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