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Mintz Represents XL Fleet in Merger with SPAC

Key Facts

  • Vehicle electrification technology company XL Fleet and publicly traded Special Purpose Acquisition Company (SPAC) Pivotal Investment Corp. II merged in a transaction that valued XL at about $1 billion and generated $350 million in net cash proceeds
  • The SPAC transaction also included commitments for a $150 million private investment in public equity (PIPE) offering, valued at $10 per share
  • The combined company’s stock is listed on the New York Stock Exchange under the ticker symbol “XL”

The Situation

XL Fleet, formerly XL Hybrids, is a Boston-based leader in vehicle electrification solutions for commercial and municipal fleets. XL’s proprietary powertrain platform and electrified drive systems transform gas and diesel-powered fleet vehicles into hybrid and plug-in hybrid electric vehicles during the manufacturing process. XL’s technology delivers increased fuel efficiency and significant reductions in CO2 emissions for a wide range of Class 2–6 vehicles, including models from Ford, Chevrolet, GMC, and Isuzu. XL is positioned to expand its electrification capabilities to include heavy-duty Class 7–8 vehicles in 2022. 

Since its founding in 2009, XL Fleet has been an industry leader in fleet electrification. XL serves over 200 of the largest fleets in North America, and its electrified vehicles have logged over 130 million miles to date. Its customer base is composed of blue-chip companies, municipalities, and institutions, including FedEx Corp., The Coca-Cola Company, Verizon Communications Inc., and Harvard University. 

The Approach

Mintz has served as legal advisor to XL Fleet since 2010 and counseled XL Fleet throughout the course of its merger with Pivotal Investment Corp. II. The firm’s team included Members Tom Burton and Sahir Surmeli, Of Counsel Anne Bruno, and Associates Jenna Stewart, Paula Valencia-Galbraith, Michael Ginzburg, Sebastian Bacon, and Garrett Galvin. 

The Outcome

Upon closing, the combined company was renamed XL Fleet Corp. and listed on the New York Stock Exchange (NYSE). On the date the transaction was finalized, XL Fleet’s market capitalization exceeded $2 billion at the close of trading on the NYSE.

The merger with Pivotal positions XL Fleet to more than triple its revenue in 2021 and fuel the development of innovative electrification products. In addition to its existing powertrain platform, XL Fleet will continue to build all-electric systems for medium and heavy-duty vehicles. The capital raised from this transaction will also allow XL to expand its “Electrification as a Service” suite, which includes solutions for power management, charging infrastructure, and onsite power and storage.

The Mintz Energy & Sustainability team is committed to supporting XL Fleet’s continued growth as it provides customers with access to a wider array of electrified vehicles, services, and solutions to help them meet their sustainability goals.

Supporting Professionals