--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-027865" form_type: "8-K" ticker: null cik: "0001820630" company_name: "Proterra Inc" filed_at: "2023-08-08T23:59:59+00:00" generated_at: "2026-06-12T02:37:50.466226+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Proterra files for Chapter 11 bankruptcy; plans recapitalization or sale ## Summary - Filed for Chapter 11 reorganization in Delaware on August 7, 2023, citing market headwinds and scaling challenges. - Intends to operate as debtor-in-possession and use existing capital to pay employees and vendors; seeks to sell or recapitalize product lines. - Issued $450,000 retention awards each to named executive officers Julian Soell and Chris Bailey, subject to clawback if terminated for cause. - Appointed Justin Pugh (FTI Consulting) as Chief Transformation Officer; canceled August 9 earnings call. ## SEC filing metadata - accession: 0001628280-23-027865 - form_type: 8-K - cik: 0001820630 - company_name: Proterra Inc - filed_at: 2023-08-08T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.03, 2.04, 5.02, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1820630/000162828023027865/0001628280-23-027865-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1820630/000162828023027865/ptra-20230807.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-027865 - JSON: https://secwatch.observer/filing/0001628280-23-027865.json - Plain text: https://secwatch.observer/filing/0001628280-23-027865.txt ## Key facts - Debt Financings Proterra Inc faced acceleration on convertible notes with CSI GP I LLC, as collateral agent. - Instrument: convertible notes - Counterparty: CSI GP I LLC, as collateral agent - Event: acceleration source text: The filing of the Bankruptcy Petitions described in Item 1.03 above constitutes an event of default that accelerated the Company’s obligations under the following debt instruments (the “ Debt Instruments ”): • Loan, Guaranty and Security Agreement, dated as of May 8, 2019, by and among Proterra Operating Company, Inc. (formerly known as Proterra Inc, “Legacy Proterra”), the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent, as amended on August 4, 2020, June 16, 2021, and April 3, 2023; • Note Purchase Agreement, dated as of August 4, 2020, by and among Legacy Proterra, the investors from time to time party thereto, the guarantors from time to time party thereto and CSI GP I LLC, as collateral agent, as amended on August 31, 2020 and further amended on March 31, 2023, including the convertible notes issued pursuant thereto. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000162828023027865/0001628280-23-027865-index.htm - Debt Financings Proterra Inc faced acceleration on loan with Bank of America, N.A., as administrative agent. - Instrument: loan - Counterparty: Bank of America, N.A., as administrative agent - Event: acceleration source text: The filing of the Bankruptcy Petitions described in Item 1.03 above constitutes an event of default that accelerated the Company’s obligations under the following debt instruments (the “ Debt Instruments ”): • Loan, Guaranty and Security Agreement, dated as of May 8, 2019, by and among Proterra Operating Company, Inc. (formerly known as Proterra Inc, “Legacy Proterra”), the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent, as amended on August 4, 2020, June 16, 2021, and April 3, 2023; • Note Purchase Agreement, dated as of August 4, 2020, by and among Legacy Proterra, the investors from time to time party thereto, the guarantors from time to time party thereto and CSI GP I LLC, as collateral agent, as amended on August 31, 2020 and further amended on March 31, 2023, including the convertible notes issued pursuant thereto. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000162828023027865/0001628280-23-027865-index.htm - Distress & Bankruptcy Proterra Inc entered chapter 11 in United States Bankruptcy Court for the District of Delaware (petition 2023-08-07). - Proceeding: chapter 11 - Court: United States Bankruptcy Court for the District of Delaware - Petition: 2023-08-07 source text: On August 7, 2023 (the “ Petition Date ”), Proterra Inc (the “ Company ”) and its subsidiary, Proterra Operating Company, Inc. (collectively, the “ Debtors ”), filed voluntary petitions (the “ Bankruptcy Petitions ”) for reorganization under Chapter 11 of the United States Bankruptcy Code evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000162828023027865/0001628280-23-027865-index.htm - Executive change Jill Frizzley was elected as Director at Proterra Inc. - Action: elected - Role: Director source text: On August 7, 2023, Jill Frizzley was elected as a director of the Board of the Company, effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000162828023027865/0001628280-23-027865-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.