Proterra Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on August 7, 2023, Proterra Inc, a Delaware corporation (the “Company”), and its subsidiary Proterra Operating Company, Inc. (“OpCo” and, collectively, the “Debtors”) filed voluntary petitions under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Bankruptcy Court” and such proceedings, the “Chapter 11 Cases”). The Chapter 11 Cases are currently jointly administered under the caption In re Proterra Inc, Case No. 23-11120 (BLS). The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
Amended and Restated Chapter 11 Plan Support Agreement
As previously disclosed, on November 13, 2023, the Company entered into a Chapter 11 Plan Support Agreement (the “Original PSA”) with CSI GP I LLC (the “Second Lien Agent”), CSI Prodigy Holdco LP, CSI Prodigy Co-Investment LP and CSI PRTA Co-Investment LP (collectively, and together with the Second Lien Agent, the “Original Plan Sponsor Parties”), which contemplated agreed-upon terms for a restructuring of the Company to be implemented by the proposed plan.
On January 2, 2024, the Company, certain successors in interest to the Original Plan Sponsor Parties (Anthelion Prodigy Co-Investment LP (f/k/a CSI Prodigy Co-Investment LP), Anthelion I Prodigy Holdco LP (f/k/a CSI I Prodigy Holdco LP), and Anthelion PRTA Co-Investment LP (f/k/a CSI PRTA Co-Investment LP)) (collectively, the “Plan Sponsor Parties”) and the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases (the “Committee”) entered into the Amended and Restated Chapter 11 Plan Support Agreement (the “A&R PSA”) which amends, restates and replaces the Original PSA in its entirety. The A&R PSA reflects substantially the same rights and obligations with respect to the Company and the Plan Sponsor Parties as the Original PSA, and additionally reflects, among other things, (i) the Committee’s agreement to certain affirmative commitments, including supporting the confirmation and consummation of the Amended Proposed Plan (as defined below), (ii) the Committee’s agreement to be bound by certain negative commitments, including commitments not to interfere with the transactions contemplated in the Amended Proposed Plan, and (iii) the Committee’s reasonable consent rights with respect to certain definitive documents to be filed in the Chapter 11 Cases (in each case, subject to the terms and conditions of the A&R PSA). The Amended Proposed Plan continues to provide that the Company’s existing equity interests will be canceled, without any distribution or compensation provided to current equity holders.
A notice which attaches the A&R PSA, as well as other Bankruptcy Court filings and further information about the Chapter 11 Cases can be accessed free of charge at a website maintained by the Debtors’ claims, noticing, and solicitation agent, Kurtzman Carson Consultants LLC, at www.kccllc.net/proterra. The information in that website or available elsewhere is not incorporated by reference and does not constitute part of this Form 8-K.
Item 7.01 Regulation FD Disclosure
As previously disclosed, on December 17, 2023, the Debtors filed the Joint Chapter 11 Plan of Reorganization for Proterra Inc and its Debtor Affiliate and a related proposed form of Disclosure Statement with the Bankruptcy Court. On January 2, 2024, the Debtors filed the First Amended Joint Chapter 11 Plan of Reorganization for Proterra Inc and its Debtor Affiliate (the “Amended Proposed Plan”) and a related, amended proposed form of Disclosure Statement (the “Amended Proposed Disclosure Statement”) with the Bankruptcy Court. Both the Amended Proposed Plan and Amended Proposed Disclosure Statement have been updated to reflect the terms of the A&R PSA described in Item 1.01 of this Current Report on Form 8-K, including (i) the settlement of the Liquidation Payment Amount Claim (as defined in the Amended Proposed Plan) through the allowance of additional Second Lien Convertible Notes Claims (as defined in the Amended Proposed Plan) in the amount of (a) $3.0 million plus (b) postpetition interest charged at the default rate set forth in the Second Lien Convertible Notes Purchase Agreement (as defined in the Amended Plan), minus (c) postpetition interest charged at the non-default rate set forth in the Second Lien Convertible Notes Purchase Agreement, and (ii) the provision of funds to administer the Distribution Trust (as defined in the Amended Proposed Plan) in the amount of $10.0 million, or such other amount as may be agreed between the Debtors, the Committee, and the Plan Sponsor Parties. Copies of the Amended Proposed Plan and the Amended Proposed Disclosure Statement are attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
Although the Debtors intend to pursue the objectives and the terms set forth in the Amended Proposed Plan and the Amended Proposed Disclosure Statement, there can be no assurance that the Amended Proposed Plan will be
approved by the Bankruptcy Court or that the Debtors will be successful in consummating the transactions set forth in the Amended Proposed Plan or any similar transaction, on different terms or at all. Bankruptcy law does not permit solicitation of acceptances of a proposed Chapter 11 plan of reorganization until the Bankruptcy Court approves a disclosure statement relating to the Amended Proposed Plan. Accordingly, neither the Debtors’ filing of the Amended Proposed Plan and Amended Proposed Disclosure Statement, nor this Current Report on Form 8-K, is a solicitation of votes to accept or reject the Amended Proposed Plan. Any such solicitation will be made pursuant to and in accordance with applicable law, including orders of the Bankruptcy Court. The Amended Proposed Disclosure Statement is being submitted to the Bankruptcy Court for approval but has not been approved by the Bankruptcy Court to date.
Information contained in the Amended Proposed Plan and the Amended Proposed Disclosure Statement is subject to change, whether as a result of amendments or supplements to the Amended Proposed Plan or Amended Proposed Disclosure Statement, third-party actions, or otherwise, and should not be relied upon by any party. Such amendments and supplements will also be available for review and free of charge online at www.kccllc.net/proterra. Such amendments and supplements may be filed with the Bankruptcy Court without the filing of an accompanying Current Report on Form 8-K. The documents and other information available via website or elsewhere are not part of this Current Report on Form 8-K and shall not be deemed incorporated herein.
The information contained in Item 7.01 and Exhibits 99.1 - 99.2 to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any previous or future registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated by reference.
Cautionary Note Regarding Trading in the Company’s Common Stock
The Company’s stockholders are cautioned that trading in shares of the Company’s common stock during the pendency of the Company’s bankruptcy proceedings will be highly speculative and will pose substantial risks. The terms of the Amended Proposed Plan provide that holders of the Company’s common stock will not receive any recovery on account of those shares following the conclusion of the bankruptcy proceedings. As a result, the shares of common stock may have little or no value. Trading prices for the Company’s common stock may bear little or no relation to the absence of any recovery by holders thereof in the Company’s bankruptcy proceedings. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, including risks and uncertainties relating to the Company’s Chapter 11 Cases. Many factors could cause actual future events to differ materially from the forward-looking statements in this Form 8-K, including risks and uncertainties set forth in the sections entitled “Risk Factors” in the Company’s Annual Report for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2023, as amended on May 1, 2023, the Company’s quarterly report for the three and nine months ended September 30, 2023, filed on November 6, 2023 or the Company’s other filings with the SEC. The forward-looking statements included in this Form 8-K speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | ||
| 99.2 | ||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 4, 2024
| PROTERRA, INC. | ||||
| By: | /s/ Gareth T. Joyce | |||
| Name: | Gareth T. Joyce | |||
| Title: | Chief Executive Officer | |||