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MoFo Advises Pivotal Investment Corporation II on Merger with XL Fleet

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Morrison & Foerster is advising Pivotal Investment Corporation II (NYSE: PIC) (“Pivotal”), a publicly traded special purpose acquisition company, in its merger with XL Fleet (“XL”), a leader in vehicle electrification solutions for commercial and municipal fleets.

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Morrison & Foerster is advising Pivotal Investment Corporation II (NYSE: PIC) (“Pivotal”), a publicly traded special purpose acquisition company, in its merger with XL Fleet (“XL”), a leader in vehicle electrification solutions for commercial and municipal fleets.Upon closing, the combined company will be named XL Fleet and is expected to remain listed on the New York Stock Exchange under a new ticker symbol, “XL,” with an anticipated implied enterprise value of approximately $1 billion and no material debt expected to be outstanding.XL has developed a flexible proprietary electrification powertrain platform that transforms traditional fossil fuel-powered fleet vehicles into hybrid and plug-in hybrid electric vehicles as they are manufactured. XL’s plug-in hybrid electric drive system was named one of TIME magazine’s best inventions of 2019. In addition, XL provides real-time data monitoring and analytics, and will expand its “Electrification-as-a Service” solution, which includes power management, charging infrastructure, and onsite power and storage offerings. XL is also developing all electric offerings.The MoFo deal team advising Pivotal in the transaction is led by New York corporate partner and co‑chair of the firm’s Global Corporate Department Mitchell Presser, together with New York corporate partner Omar Pringle and associate Ryan Farha, Washington, D.C. partner Justin Salon, and New York associate Dylan Naughton (Corporate Finance/Securities).Read more about the transaction in the companies’ <a target="_blank" href="https://www.businesswire.com/news/home/20200918005104/en/XL-Fleet-a-Commercial-Vehicle-Electrification-Solutions-Leader-to-List-on-NYSE-Through-Merger-With-Pivotal-Investment-Corporation-II">press release</a>.

MoFo Advises Pivotal Investment Corporation II on Merger with XL Fleet

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Mitchell Presser advises on high-profile global public and private mergers and acquisitions, with a heavy concentration on private equity transactions. As the co-chair of the firm’s Band I global Food + Agriculture Industry practice, and member of the firm’s global ESG + Sustainability steering committee, as well as the Private Equity and M&A groups, Mitchell utilizes his vast experience in high-stakes M&A and private equity deals to drive successful outcomes for clients in diverse sectors, including food production, agribusiness, financial services, industrials, insurance, sports and entertainment, energy, retail, and more.As a founding partner of Paine Schwartz Partners, a premier U.S. private equity firm dedicated to sustainable food chain investing, Mitchell’s unique insights are shaped by over eight years as an investor. Mitchell proficiently understands both the legal and business environments, positioning him as a trusted advisor for clients navigating the intricate world of mergers, acquisitions, and private equity transactions.Mitchell has been recognized as a top lawyer by Chambers USA and Legal 500 US. Mitchell is a faculty member and lecturer of law at Harvard Law School and Columbia Law School, where he teaches a class focused on international business sales and negotiations. He has served as board member for various privately-held and public companies.

Mitchell Presser

Partner

<h4>“A rising star advising on complex transactions.”</h4>Recognized as a star on the horizon, Omar is a consummate dealmaker and a trusted advisor, driving successful outcomes on his clients’ most important and challenging transactions.Omar has extensive experience advising on the full range of complex domestic and cross-border mergers and acquisitions for and across from financial sponsors, corporates and family-owned businesses. He couples a creative, solution-oriented approach with deep sector expertise.In addition to his knowledge of the private equity industry, Omar has extensive experience in the consumer goods, technology and life sciences sectors, and acting for and across from the businesses that are driving and disrupting those verticals.Commended by Legal 500 US 2022 as a Next Generation Partner for Corporate / M&A and Commercial: Private Equity Buyouts, he has played a critical role in the growth of the firm’s private equity offering in New York.Omar is an adjunct professor at Columbia Law School, where he teaches a course on cross-border mergers and acquisitions. He is also a member of the firm’s global Environmental, Social, and Governance (ESG) steering committee.﻿He speaks fluent French and Spanish and is conversant in Arabic.

Omar E. Pringle

Justin is chair of the firm’s Capital Markets practice and former co-chair of Morrison Foerster’s REIT practice.Justin represents both issuers and underwriters in a wide variety of corporate and securities matters, including initial public offerings, primary and secondary offerings, private placements, senior and subordinated debt financings, and liability management transactions. In addition, he serves as primary outside counsel to numerous public company clients with respect to corporate governance issues, compliance with the U.S. federal securities laws, and the requirements of the New York Stock Exchange (NYSE) and NASDAQ, as well as general corporate matters.For his role as lead attorney on Arm's IPO, The American Lawyer recently recognized Justin as a 2024 "Dealmaker of the Year," an award honoring lawyers who guided the most complex, groundbreaking, and impactful deals of the past year.Justin is recommended by The Legal 500 US 2023 for Capital Markets: Debt Offerings, Capital Markets: Equity Offerings, M&A / Corporate and Commercial: Private Equity Buyouts, and REITs. He is also recognized as a leading lawyer in Chambers USA 2023 for REITs.Justin is a member of the firm’s global Environmental, Social, and Governance (ESG) steering committee.<h4 dir="ltr">Representative Experience</h4><h5 dir="ltr">Equity</h5><ul><li dir="ltr">Represented Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023.</li><li dir="ltr">Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple follow-on offerings of common stock and preferred stock and represented the underwriters in connection with Armada Hoffler’s initial public offering.</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its initial public offering.</li><li dir="ltr">Represented RLJ Lodging Trust (NYSE: RLJ) in connection with its initial public offering.</li><li dir="ltr">Represented the underwriters in connection with Plymouth Industrial REIT’s initial public offering, multiple follow-on offerings of common stock, and issuance of perpetual preferred stock.</li><li dir="ltr">Represented the underwriters in connection with Community Healthcare Trust’s (NYSE: CHCT) initial public offering and numerous follow-on equity offerings.</li><li dir="ltr">Represented Farmland Partners, Inc. (NYSE: FPI) in its initial public offering, subsequent public offerings of common stock, and offering of 6.00% Series B Participating Preferred Stock.</li><li dir="ltr">Represented issuers or underwriters in connection with SPAC IPOs for Anzu Special Acquisition Corp I, Endurance Acquisition Corp., Pegasus Digital Mobility Acquisition Corp., Revelstone Capital Acquisition Corp., Science Strategic Acquisition Corp. Alpha, and Sound Point Acquisition Corp. I.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of common stock resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented UDR, Inc. in connection with multiple follow-on equity offerings.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of preferred stock and common stock by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented Trade Street Residential, Inc. in its backstopped rights offering and corresponding PIPE.</li><li dir="ltr">Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) offering of common stock and concurrent listing on the NYSE.</li></ul><h5 dir="ltr">Debt and Liability Management</h5><ul><li dir="ltr">As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of more than $30 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.</li><li dir="ltr">Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of debt securities resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented ON Semiconductor Corporation (NASDAQ: ON) in its $500 million Rule 144A offering of 1.625% convertible senior notes, $805 million Rule 144A offering of its 0% convertible senior notes due 2027, and privately negotiated repurchase and exchange transactions for outstanding senior notes.</li><li dir="ltr">Represented Vontier Corporation (NYSE: VNT) in its $1.6 billion 144A offering of senior notes and its $1.6 billion registered exchange offer.</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ: VECO) in its $300 million 144A offering of 2.70% convertible senior notes and its $125 million Rule 144A offering of 3.75% convertible senior notes.</li><li dir="ltr">Represented Whole Foods Market, Inc. in its $1 billion Rule 144A/Regulation S offering of 5.200% senior notes due 2025 and subsequent registered exchange offer.</li><li dir="ltr">Represented the Commonwealth of the Bahamas in connection with its $100 million 144A sovereign debt offering.</li><li dir="ltr">Represented AutoZone, Inc. (NYSE: AZO) in connection with $1.55 billion of registered offerings of senior notes.</li><li dir="ltr">Represented Smithfield Foods, Inc. in its $1 billion offering of senior notes and concurrent tender offer for over $750 million of outstanding senior notes.</li><li dir="ltr">Represented WellPoint, Inc. (NYSE: WLP) in its $1.75 billion offering of senior notes.</li><li dir="ltr">Represented Aventine Property Group in connection with its $100 million private offering of convertible senior notes.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of senior notes by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $100 million aggregate principal amount of 6.75% senior unsecured notes due 2023 issued by MCREIF SubREIT, LLC, a private REIT managed by M360 Advisors, and fully and unconditionally guaranteed by M360 CRE Income Fund LP.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $36.5 million aggregate principal amount of 7.5% senior unsecured notes due 2025 issued by NextPoint Real Estate Finance Operating Partnership, L.P., the operating partnership subsidiary of NexPoint Real Estate Finance, Inc. (NYSE: NREF).</li><li dir="ltr">Represented the placement agent in connection with the private placement of $42.25 million aggregate principal amount of its 7.00% senior unsecured notes due 2026 issued by Pelorus Fund REIT, LLC.</li></ul><h5 dir="ltr">M&A</h5><ul><li dir="ltr">Represented Education Realty Trust in its $4.6 billion all-cash sale to a newly formed perpetual life vehicle led by an affiliate of Greystar Real Estate Partners.</li><li dir="ltr">Represented UDR, Inc. (NYSE: UDR) in connection with Home Properties, Inc.’s $7.6 billion acquisition by Lone Star Funds, in which UDR acquired six communities for approximately $908 million.</li><li dir="ltr">Represented Greenlane Holdings, Inc. (NASDAQ: GNLN), in its merger of equals with KushCo Holdings, Inc.</li><li dir="ltr">Represented Pivotal Investment Corp. II in connection with its merger with XL Fleet Corp., a leader in vehicle electrification solutions for commercial and municipal fleets.</li><li dir="ltr">Represented Farmland Partners, Inc. in connection with its stock-for-stock acquisition of American Farmland Company (NYSE: AFCO), as well as more than $400 million of property acquisitions.</li><li dir="ltr">Represented Trade Street Residential, Inc. in its acquisition by Independence Realty Trust, Inc.</li><li dir="ltr">Represented the Special Committee of the board of directors of Bluerock Residential Growth REIT in connection with the proposed internalization of its external manager.</li></ul>