Bankrupt EV bus-maker Proterra finds buyers for its business units

Proterra, the leading electric bus-maker in the U.S. before it filed for Chapter 11 bankruptcy protection in August, has found buyers for its bus-manufacturing, battery and electric-drivetrain businesses.

Now the question is whether the company’s U.S.-based factories, once celebrated by the Biden administration as a promising domestic contender in a field dominated by Chinese and European electric bus-makers, can regain competitive status under new ownership — or if they’ll end up shuttering under the same pressures that led to Proterra’s demise.

Proterra announced late last Thursday that Volvo Battery Solutions, an arm of international vehicle manufacturer Volvo, won a bid to purchase its Proterra Powered business line for $210 million. That includes Proterra’s battery-manufacturing, electric-drivetrain and vehicle-electrification business units.

Monday night, Proterra announced that Phoenix Motorcars, a publicly traded U.S.-based manufacturer of electric medium-duty trucks, shuttle buses and school buses, had won the bid to acquire Proterra’s Transit business line, which includes its nearly two-decade-old electric transit bus manufacturing business. Phoenix will pay $10 million for that business line — a tiny fraction of the hundreds of millions of dollars of investment that Proterra has put into it.

Also on Monday, Proterra announced that a group of private funds collectively controlled by Cowen Equity, a financial backer of Proterra, would acquire Proterra’s Energy business line, which includes its fleet-charging infrastructure and energy-management solutions business, through a Chapter 11 plan of reorganization. Financial terms were not disclosed.

The acquisitions remain subject to the bankruptcy court’s approval, regulatory approvals and closing conditions, and Proterra plans to seek the court’s approval of all of these sales in late November.

Proterra’s CEO Gareth Joyce wrote in an August petition to the bankruptcy court that the company planned to use the ​“breathing spell” of bankruptcy protection to escape contracts that were no longer profitable due to inflation and supply-chain challenges.

Proterra representatives declined to comment on the status of any contract renegotiations or cancellations that may be underway, though a spokesperson said the company has continued to ​“operate in the ordinary course of business” throughout its Chapter 11 bankruptcy reorganization process.

An uncertain future for Proterra’s business lines

The companies involved haven’t commented on their plans for the individual business units. But it would appear that Proterra’s battery and drivetrain business has found at least one financially secure buyer in Volvo.

“We entered into the Chapter 11 process with a mission to maximize the potential of each of our product lines. Today, we have taken an important step towards that goal for our Proterra Powered business,” Joyce said in a Thursday statement.

In contrast, Phoenix Motorcars, the winner of the bid to acquire Proterra’s primary business line of making electric buses, has seen its share of financial struggles. Its 2022 initial public offering managed to raise only $15 million of a planned $150 million capital raise, and the company has seen declining revenue and increasing losses over the past several quarters. Proterra executives did not release any statements alongside Monday evening’s announcement of the auction’s results.

All in all, it’s a decidedly mixed outcome for a company that was once seen as a critical player in the U.S. electric bus industry. In the years between its 2004 founding and its recent bankruptcy, Proterra built itself into a major supplier of electric buses. Its vehicles were among the first EV buses deployed by North American transit agencies — all told, the company had sold about 1,300 buses to more than 130 transit agencies in the U.S. and Canada. Its primary bus-manufacturing site in Greenville, South Carolina employs about 350 people.

The first major question for the new owners of Proterra’s Transit business is whether they can keep these deliveries on track for existing North American transit agency customers left in the lurch by its bankruptcy, said Pavel Molchanov, managing director and equity research analyst at Raymond James & Associates.

“Proterra’s most prominent role was as an electric bus manufacturer, and therefore that portion of the business is what we need to be most focused on as the bankruptcy process unfolds,” he said.

The future of Proterra’s Transit business is also ​“relevant for maintenance of the hundreds of buses that are already on the road,” Molchanov added. ​“Millions of people across the U.S. and Canada have used — quite possibly without knowing it — a Proterra bus, for example, at airports and university campuses.”

Outside of its manufacturing business, the company also supplied drivetrains and batteries for other bus and transit manufacturers via its Proterra Powered business, set to be acquired by Volvo. Its customers have included Daimler’s Thomas Built Buses and Freightliner Custom Chassis divisions, Van Hool, Bustech and others. Those business lines, which made up about one-third of Proterra’s revenue, had been an increasing target of the company’s spending in recent years, including a $76 million investment in its battery factory in Greer, South Carolina.

Proterra Powered ​“has a specialized product, and there is a useful role in the industry for smaller, more focused players such as this,” Molchanov said.

Mike Roeth, executive director of the North American Council for Freight Efficiency, a nonprofit research group, echoed this perspective. Many heavy-duty vehicle manufacturers outsource engine and drivetrain production to third-party providers, he noted. That business model has played a role in electric medium-duty vans and trucks, and it could offer opportunities for Volvo to expand into a growing number of medium- and heavy-duty electric vehicles as well.

“They’re either buying them to be their technology provider or their battery supplier, or to do what I’m suggesting: become a powertrain provider and sell it to someone else,” he said.

The rocky road for EV bus-makers

Over its lifetime, Proterra raised about $682 million in venture capital from investors including Daimler, Generation Investment Management, Kleiner Perkins, Tao Capital Partners, Soros Fund Management, Cowen Sustainable Advisors and GM Ventures. It went public via a reverse merger with a special-purpose acquisition company (SPAC) in 2021, bringing in $640 million more from investors and valuing the company at $1.6 billion.

But despite its early traction and sizable funding, Proterra continued to lose money on its product sales and services, as revealed by recent earnings statements. That’s not unusual for electric-vehicle manufacturers looking to recoup the cost of new manufacturing facilities while selling into what remains a tiny share of overall vehicle sales. But unlike global automakers such as Ford and General Motors — or China’s BYD, the world’s biggest maker of electric cars and buses and a chief competitor in the electric transit bus space — Proterra lacked the deep pockets to absorb those losses.

Proterra listed assets of $819 million and debts of $609 million in its Chapter 11 petition in the U.S. Bankruptcy Court in Delaware. The company had been attempting to sell its unprofitable bus-making division for some time and announced plans in January to shut down its Southern California bus and battery production facility and concentrate manufacturing in South Carolina.

Going forward, federal policies enacted by last year’s Inflation Reduction Act will help U.S. electric-vehicle, drivetrain and battery makers better compete. The historic climate law created tax credits for medium- and heavy-duty EVs and EV chargers, $2 billion in grants to retool factories to manufacture clean vehicles and $20 billion in lending authority for the Department of Energy’s Advanced Technology Vehicles Manufacturing Loan Program.

The 2021 Bipartisan Infrastructure Law also boosted the sector by directing $5 billion to electrifying school buses, nearly $1 billion to reduce emissions at airports and billions of dollars in grants to deploy EV charging equipment.

But U.S. EV bus-makers, the new owners of Proterra’s assets included, must contend with China’s and BYD’s dominance in the space, Molchanov noted. China accounted for 80 percent of global electric-bus sales in 2022, according to the International Energy Agency; BYD has sold more than 50,000 electric buses globally and more than 1,000 in the U.S.

The road to competing with BYD and others might be more promising now, thanks to the new federal funding — but it still won’t be easy.