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
Stem, Inc. Announces Board of Directors for Post-Merger Public
Company
Board of Directors further strengthens Stem’s domain expertise
in renewable energy generation, energy storage, technology, energy
infrastructure and climate solutions
MILLBRAE, Calif. – February 18, 2021 – Stem, Inc.
(“Stem”), a global leader in artificial intelligence (AI)-driven
clean energy storage systems, today announced its Board of
Directors for the combined company that will result from its
previously announced merger with Star Peak Energy Transition
Corp. (“Star Peak”) (NYSE: STPK), a publicly-traded special
purpose acquisition company, expected to be completed during the
first quarter of 2021.
“We have assembled a best-in-class Board of Directors comprised of
seasoned energy, technology and policy leaders,” said John
Carrington, Chief Executive Officer of Stem. “The collective
experience of the board candidates in renewable energy generation,
energy storage, grid services, technology, energy infrastructure,
and policy and climate solutions provides Stem with deep domain
expertise that will guide our Company’s global growth strategy and
long-term vision as a publicly-traded company.”
Stem’s post-merger Board of Directors will be comprised of eight
(8) members, seven (7) of whom are “independent directors” as
defined in the NYSE listing standards and applicable SEC rules.
Individuals to comprise Stem’s post-combination Board of Directors
include the following:
|
· |
Mr. John Carrington,
Chief Executive Officer and Director |
|
· |
Mr. David Buzby,
Chairman |
|
· |
Dr. Laura D’Andrea
Tyson |
Additional Information on Board Members
John Carrington is Chief Executive Officer and Director for
Stem. Mr. Carrington leads the energy storage and analytics
movement at Stem. Mr. Carrington has more than 25 years
of leadership experience at technology, energy, and industrial
companies. In 2011, Mr. Carrington joined Stem from MiaSole,
the world’s largest CIGS-based thin film solar company. From 2011
to 2013, Mr. Carrington served as Chief Executive Officer and
Director at MiaSole. Prior to MiaSole, from 2008 to 2009
Mr. Carrington was Executive Vice President of Marketing and
Business Development at First Solar, where he grew the company’s
revenue from $250 million to more than $2 billion, and
opened markets in the U.S., Asia and Europe. From 1991 to 2008,
Mr. Carrington worked at General Electric, most recently as
General Manager and Chief Marketing Officer of the $7 billion
GE Plastics, where he led global innovation, new technology efforts
and product strategy. He was also part of a small team that led the
sale of the GE Plastics business to Sabic for $12B. He is an
alumnus of the University of Colorado, where he earned his B.A. in
Economics.
David Buzby has been starting, building, and investing in 12
climate transition businesses over the last 30 years with an
emphasis on renewable energy generation, energy storage/grid
services and e-commerce. These companies have been at the forefront
of financial innovation in the climate transition industry,
developing the world’s first commercial and solar PPAs, and energy
storage as a service agreements. The innovations not only created
industry leading platform companies (SunRun, Stem, SunEdison), but
also attracted hundreds of billions of capital to business models
that propelled overall industry growth. Mr. Buzby has been on the
Board of Stem since 2010, Leading Edge Equipment Technologies since
2017, Cambrian Innovation from 2016 to 2020 and ParagonClinicals
since 2020. He was founder and CEO of Bright Plain Renewable Energy
from 2011 – 2016, as well as a member of the Investment Committee
at the PRIME Coalition. He has
previously been a founding investor and director of SunRun (NASD:
RUN), SunEdison (NYSE: SUNE), Valueclick (NASD: VCLK), Prevalent
Power, Resource Holdings and Best Internet. David has an M.B.A.
from the Harvard Business School and a B.A. from Middlebury
College.
Adam E. Daley is a Partner at Magnetar Capital, Co-Head of
Magnetar’s Energy & Infrastructure Group and a member of
Magnetar’s management and investment committees. Since joining
Magnetar at its inception in 2005, Mr. Daley has been focused
primarily on the sourcing, execution and management of various
investments in the energy, energy infrastructure and renewables
sectors. Mr. Daley is currently a director of STPK. Prior to
joining Magnetar, he was an investment banker at Citigroup’s Global
Corporate and Investment Bank, where he was responsible for
executing a variety of corporate finance transactions.
Mr. Daley also currently serves on the boards of directors of
Star Peak Corp II (NYSE: STPC), Double Eagle Energy III, LLC,
Vesper Energy Development LLC, and DoublePoint Energy, LLC.
Mr. Daley earned a B.S. in Finance with High Honors from the
University of Illinois.
Michael C. Morgan is the Chairman of Star Peak Energy
Transition Corp. In 2008, Mr. Morgan co-founded Triangle Peak
Partners, LP, a multi-strategy asset management firm focused on
venture capital and growth equity, and he currently serves as its
Chairman and Chief Executive Officer. Since 2004, Mr. Morgan
has also served as President and Chief Executive Officer of
Portcullis Partners, LP, a private investment partnership and one
of Triangle Peak Partners’ largest limited partners.
Mr. Morgan currently serves as the lead director of Kinder
Morgan, Inc. (NYSE: KMI), one of the largest energy infrastructure
companies in North America. Mr. Morgan joined Kinder Morgan at
its founding in 1997 and headed Kinder Morgan’s corporate
development efforts until 2001, completing 23 acquisitions worth
over $5 billion. He then served as President of KMI until
2004. Mr. Morgan has also served on the board of Sunnova
Energy International, Inc. (NYSE: NOVA), a leading residential
solar and energy storage company since June of 2019.
Mr. Morgan currently serves on the board of directors of Star
Peak Corp II (NYSE: STPC) and is a frequent volunteer at
Stanford University, currently serving as the national chair of The
Stanford Fund, as co-chair of the Precourt Energy Institute
Advisory Council, and on several other advisory committees.
Mr. Morgan received an M.B.A. from Harvard Business School,
and B.A. in Economics and an M.A. in Sociology from Stanford
University.
Anil Tammineedi has been with Angeleno Group, a leading
global investment firm focused on high growth clean energy and
climate solutions companies, since 2008, where he leads investments
across several sectors including sustainable mobility, energy
storage, resource efficiency and smart infrastructure.
Mr. Tammineedi currently serves on the Boards of Stem,
Critigen and Patriot Environmental Services and is a Board Observer
at mPrest. Mr. Tammineedi has several years of technology
and operating experience at Broadcom, where he worked from 1999 to
2006, in product development and management roles related to
semiconductors targeting communications, mobile and power
management applications. Mr. Tammineedi has an M.B.A. from the
UCLA Anderson School of Management, where he also currently serves
as a Faculty Advisor to the Business Creation Option of the
capstone project, and a M.S. from Iowa State University.
Lisa L. Troe is a Senior Managing Director of Athena
Advisors LLC, a business advisory firm she co-founded in 2014 that
provides services in securities litigation, public company
accounting, financial reporting and disclosure, auditing,
compliance systems, enterprise risk management, and other business
needs and strategies. From 2005 through 2013, Ms. Troe was a
Senior Managing Director at FTI Consulting, Inc. (NYSE: FCN), a
global business advisory firm. From 1995 through 2005,
Ms. Troe served on the staff of the U.S. Securities and
Exchange Commission’s Pacific regional office, including seven
years as an Enforcement Branch Chief and six years as Regional
Chief Enforcement Accountant. Prior to joining the SEC,
Ms. Troe was an auditor at a Big Four public accounting firm
and held corporate accounting and financial positions in the fossil
fuels energy industry. Ms. Troe serves as a director and the audit
committee chair of Magnite, Inc. (Nasdaq: MGNI), an independent
platform that employs machine learning algorithms for the purchase
and sale of digital advertising, joining the board shortly before
the company’s public offering in 2014. Ms. Troe has served on
private company boards as a director and audit committee chair. Ms.
Troe received her B.S. in Business Administration with honors from
the University of Colorado.
Laura D’Andrea Tyson is a Distinguished Professor of the
Graduate School and Professor Emeritus at the Haas School of
Business at the University of California at Berkeley, positions she
has held since 2016. She has also been the Chair of the Board of
Trustees and Steering Committee Member of the Blum Center for
Developing Economies since 2007, and is currently the Faculty
Director of the Berkeley Haas Blockchain Initiative and the
co-Faculty Director of the Sustainable and Impact Finance
Initiative at the Haas School of Business since 2019. Dr. Tyson is
currently serving as a director of the CBRE Group, Inc. (NYSE:
CBRE), the world’s largest commercial real estate services and
investment firm, having acted on the acquisition committee from
joining the board in 2010 to 2014 and currently acting on the audit
committee since 2014. She also serves on the board of directors of
Lexmark International Inc., an American company that manufactures
laser printers and imaging products, and Apex Swiss Holdings, SARL
since 2017. Dr. Tyson also served on the board of directors of
AT&T (NYSE: T) from 1999 to 2020, Morgan Stanley (NYSE: MS)
from 1997 to 2016, and Silver Springs Networks, Inc. (NYSE: SSNI),
a provider of smart grid products, from 2009 to its acquisition by
Itron in 2018. Dr. Tyson has also been a board member of the Haas
School of Business since 2020, the Philanthropy University since
2019, SeriousFun Children’s Network since 2020, Opportunity
Institute since 2016 and the Sustainability Accounting Standards
Board Foundation since 2017. Dr. Tyson was a member of President
Bill Clinton’s cabinet from 1993 to 1996 and was the first woman to
serve in the position of Chair of the President’s Council of
Economic Advisors, from 1993 to 1995, and Director of the White
House National Economic Council, from 1995 to 1996. Dr. Tyson
received her B.A. from Smith College and holds a Ph.D. in Economics
from the Massachusetts Institute of Technology.
Jane Woodward is a Founder and Managing Partner of MAP
Energy. MAP is one of the longest-standing private energy
investment fund management firms in the U.S. MAP began investing in
natural gas mineral rights in 1987, wind energy in 2004, utility
scale solar in 2015 and energy storage in 2017. In December 2020,
MAP sold its renewable energy and energy storage assets under
management to Global Infrastructure Partners (GIP).
Ms. Woodward is also currently an adjunct professor of civil
and environmental engineering at Stanford University and has over
30 years of experience developing and teaching energy classes
at Stanford University. Ms. Woodward also serves on the
Precourt Institute for Energy Advisory Council at Stanford
University. Prior to founding MAP and teaching at Stanford,
Ms. Woodward worked as an exploration geologist with ARCO
Exploration Company and later as a petroleum engineering consultant
to Stanford University’s endowment. Ms. Woodward received her
B.A. in Geological Sciences from the University of California,
Santa Barbara, and holds a Master’s degree in Applied Earth Science
and M.B.A. from Stanford University.
Stem and Star Peak Business Combination Update
Stem remains on track to complete its previously announced
merger with Star Peak Energy Transition Corp. (NYSE: STPK)
(“Star Peak”) in the first quarter of 2021. Upon closing, the
combined company will be named Stem, Inc. and remain listed on the
New York Stock Exchange under the new ticker symbol “STEM.”
###
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/.
Forward-Looking Statements
Certain statements in this press release 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 NYSE’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 Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2020. Nothing in this press
release 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.
Important Information for Investors and Stockholders
In connection with the proposed business combination, Star Peak has
filed a registration statement on Form S-4 (the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the
“SEC”), which includes a preliminary proxy statement to be
distributed to holders of Star Peak’s common stock in connection
with Star Peak’s solicitation of proxies for the vote by Star
Peak’s stockholders with respect to the proposed transaction and
other matters as described in the Registration Statement, as well
as the prospectus relating to the offer of securities to be issued
to Stem’s stockholders in connection with the proposed transaction.
After the Registration Statement has been declared effective, Star
Peak will mail a definitive proxy statement, when available, to its
stockholders. Investors and security holders and other interested
parties are urged to read the proxy statement/prospectus, any
amendments thereto and any other documents filed with the SEC
carefully and in their entirety when they become available because
they will contain important information about Star Peak, Stem and
the proposed transaction. Investors and security holders may obtain
free copies of the preliminary proxy statement/prospectus and
definitive proxy statement/prospectus (when available) and other
documents filed with the SEC by Star Peak through the website
maintained by the SEC at http://www.sec.gov, or by directing a
request to: Star Peak Energy Transition Corp., 1603 Orrington Ave.,
13 Floor, Evanston, IL 60201. 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
Star Peak and its directors and officers may be deemed participants
in the solicitation of proxies of Star Peak’s shareholders in
connection with the proposed business combination. Security holders
may obtain more detailed information regarding the names,
affiliations and interests of certain of Star Peak’s executive
officers and directors in the solicitation by reading the
registration statement / proxy statement and other relevant
materials filed with the SEC in connection with the business
combination. Information concerning the interests of Star Peak’s
participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, will be set
forth in the registration statement / proxy statement relating to
the business combination.
Media Contact – Stem
Cory Ziskind, ICR, Inc.
stemPR@icrinc.com
Laurie Gibson, Kickstart Consulting
lgibson@kickstartconsulting.com
Investor Contact – Stem
Marc Silverberg, ICR, Inc.
stemIR@icrinc.com
Contacts – Star Peak
Tricia Quinn
Courtney Kozel
info@starpeakcorp.com
847 905 4400