Redemption Expected to Increase Cash Balance by
Up to $88 Million While Streamlining Capital Structure
XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), a
leader in vehicle electrification solutions for commercial and
municipal fleets, today announced that the Company will redeem all
of its outstanding publicly held warrants (the “Public Warrants”).
Holders of the Public Warrants have until 5:00 p.m. Eastern
Standard Time (EST) on March 1, 2021 to exercise their Public
Warrants. The Public Warrants are exercisable for an aggregate of
approximately 7.67 million shares of Common Stock, which reflects
the total number of outstanding Public Warrants as of January 27,
2021, at a price of $11.50 per share, representing approximately
$88 million in total potential cash proceeds to XL Fleet. Following
the redemption, and assuming all outstanding Public Warrants are
exercised, XL Fleet expects to have approximately 139 million
shares of Common Stock outstanding.
“We believe that the redemption of our Public Warrants will
further fortify our financial position by bringing up to an
additional $88 million of cash on our balance sheet if all of the
Public Warrants are exercised, while further streamlining our
capital structure,” said Dimitri Kazarinoff, Chief Executive
Officer of XL Fleet. “Following the redemption, we will be armed
with up to more than $420 million in cash, positioning us with
significant strength and flexibility to execute on our growth
initiatives, including further development of our suite of product
offerings and applications, international expansion, and potential
strategic M&A.”
Public Warrant Details
Under the terms of the agreement governing the Public Warrants
(the “Warrant Agreement”), XL Fleet is entitled to redeem all of
the outstanding Public Warrants for a redemption price of $0.01 per
Public Warrant if the last sales price of the Company’s Common
Stock is at least $18.00 per share on each of twenty (20) trading
days within any thirty-day (30) trading period ending on the third
trading day prior to the date on which a notice of redemption is
given. This performance threshold was achieved following the market
close on January 25, 2021.
Any Public Warrants that remain unexercised immediately after
5:00 p.m. EST on March 1, 2021, the redemption date, will be void
and no longer exercisable, and the holders of those Public Warrants
will be entitled to receive $0.01 per Public Warrant.
Warrants to purchase Common Stock that were issued under the
Warrant Agreement in a private placement and still held by the
initial holders thereof or their permitted transferees are not
subject to this redemption.
Additional Information
At the direction of the Company, Continental Stock Transfer and
Trust Company, in its capacity as warrant agent, has mailed a
notice of redemption to each of the registered holders of the
outstanding Public Warrants. Holders of Public Warrants in
“street name” should immediately contact their broker to determine
their broker’s procedure for exercising their Public Warrants since
the process to exercise is voluntary.
None of XL Fleet, its Board of Directors or employees has made
or is making any representation or recommendation to any holder of
the Public Warrants as to whether to exercise or refrain from
exercising any Public Warrants.
The shares of Common Stock underlying the Public Warrants have
been registered by the Company under the Securities Act of 1933, as
amended, and are covered by a registration statement filed on Form
S-1 with, and declared effective by, the Securities and Exchange
Commission (Registration No. 333-252089).
Questions concerning redemption and exercise of the Public
Warrants can be directed to Continental Stock Transfer & Trust
Company, 1 State Street, 30th Floor, New York, New York 10004,
Attention: Compliance Department, telephone number (212)
509-4000.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of any
of XL Fleet’s securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About XL Fleet Corp.
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 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
Fleet’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.
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 redemption of the Public Warrants, the
expected proceeds from the exercise of the Public Warrants and the
expected use of such proceeds. 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 our filings with the SEC. 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/20210128006090/en/
Media Contacts: Eric Foellmer, Director of Marketing
(617) 648-8555 PR@xlfleet.com xlfleetPR@icrinc.com
Investor Contact: Marc Silverberg, Partner (ICR)
xlfleetIR@icrinc.com
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