Sidley Advises Anthelion Capital on Acquisition of Energy Business From Proterra

Sidley successfully guided Anthelion Capital Holdings (formerly known as Cowen Sustainable Investments), through the acquisition of the Energy business unit, a provider of turnkey fleet-scale high-power charging solutions and software for commercial-grade electric vehicle fleets, of integrated electric bus and commercial vehicle power train manufacturer Proterra Inc. The acquisition was made pursuant to a Chapter 11 plan of reorganization confirmed by Judge Brendan L. Shannon on March 6, 2024 in the Chapter 11 bankruptcy cases of Proterra and its subsidiary in the United States Bankruptcy Court for the District of Delaware, and closed on March 13, 2024. Funds managed by Anthelion Capital served as Plan Sponsor for the confirmed Chapter 11 plan.

Sidley also advised Anthelion Capital in Proterra’s bankruptcy cases with respect to its second-lien loan to Proterra in the approximate principal amount of US$177.2 million, plus certain interest, fees, premium amounts, and other amounts owed. Under Proterra’s confirmed Chapter 11 plan of reorganization, the full amount of Anthelion Capital’s loan allowed under the Chapter 11 plan, less the purchase price for the Energy business unit, was repaid in cash.

The Sidley team was led by Thomas R. Califano, Dennis M. Twomey, and Jackson T. Garvey (all Restructuring); and John H. Butler (M&A and Private Equity); and included Elizabeth Shea Fries (Investment Funds); Rachel D. Kleinberg (Tax); Ram Burshtine (Global Finance); George J. Vlahakos (Energy and Infrastructure); John J. Kuster and Jon Muenz (both Commercial Litigation and Disputes); Maegan Quejada, Juliana Hoffman, and Amanda Rahie (all Restructuring); E. Kyle Barnett (Technology and Life Sciences Transactions); and Joshua J. Rim (M&A and Private Equity).