Material Event - Form 8-K

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed, on August 7, 2023, Proterra Inc, a Delaware corporation (the "Company"), and its subsidiary Proterra Operating Company, Inc. (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.

As previously disclosed, on November 9, 2023, following a Bankruptcy Court-supervised process pursuant to Bankruptcy Court-approved bidding procedures, the Debtors entered into a certain asset purchase agreement (the "Powered APA") with Volvo Battery Solutions LLC ("Volvo"), part of Volvo Group, and Mack Trucks, Inc., as guarantor of certain obligations of Volvo under the Powered APA, for the sale of substantially all of the Debtors' assets used in the conduct of the Proterra Powered business (the "Powered Assets") to Volvo as described in the Powered APA (the "Powered Sale"). The Powered Sale was subject to the approval of the Bankruptcy Court. The Bankruptcy Court entered an order approving the Powered Sale on November 29, 2023.

On February 1, 2024, the Debtors and Volvo consummated the Powered Sale. The purchase price for the Powered Assets was approximately $223 million, plus the assumption of certain liabilities and the payment of certain cure amounts.

The financial impact to the Company of the disposition of the Powered Assets will be reflected in the monthly operating reports of the Company commencing for the month of February 2024.

The Company expects that no proceeds from the Powered Sale will be distributed to the Company's stockholders. The Chapter 11 Cases remain pending. The terms of the proposed Third Amended Joint Chapter 11 Plan of Reorganization for Proterra Inc and its Debtor Affiliate, as filed with the Bankruptcy Court on January 25, 2024, provide that holders of the Company's common stock will not receive any recovery on account of those shares following the conclusion of the Chapter 11 Cases.

The Powered APA, as well as other filings for the Debtors' bankruptcy proceedings and further information regarding such proceedings 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 Current Report on Form 8-K ("Form 8-K").