XL Fleet, a Leader in Commercial Vehicle Electrification, and Pivotal Investment Corporation II Announce Closing of Merger; XL Fleet to Trade on NYSE as “XL”
BOSTON & NEW YORK – December 22, 2020 – 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.
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.
For XL Fleet
Marc Silverberg, ICR, Inc.
For Pivotal Investment Corporation II
Jonathan Gasthalter/Nathaniel Garnick/Sam Fisher
Gasthalter & Co.