M&A - Altus Power, Inc.

Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000119312525076831

Filing Summary: On April 9, 2025, Altus Power, Inc. held a special meeting of stockholders to consider proposals related to a Merger Agreement with Avenger Parent, Inc. and Avenger Merger Sub, Inc. The Merger Agreement provides for Merger Sub to merge with and into the Company, with the Company continuing as the surviving corporation as a wholly owned subsidiary of Parent. On the record date of March 11, 2025, 160,420,894 shares of Class A common stock were outstanding, with 134,947,775 shares represented at the meeting, constituting a quorum. The merger proposal was approved with 134,893,456 votes in favor, and the adjournment proposal to solicit additional proxies was also approved, although the meeting was not adjourned. A press release announcing the results was issued on the same day, which is included as Exhibit 99.1.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071339

Filing Summary: Altus Power, Inc. entered into an Agreement and Plan of Merger with Avenger Parent, Inc. and Avenger Merger Sub, Inc., stipulating that Merger Sub will merge with and into the Company, resulting in the Company becoming a wholly owned subsidiary of Parent. This merger is set to be voted on in a special meeting for stockholders on April 9, 2025. Following the announcement, three lawsuits were filed challenging the merger, alleging that the Proxy Statement contained misleading information. Altus Power contends that these allegations are without merit and plans to supplement the Proxy Statement to mitigate risks associated with the lawsuits, though it denies any wrongdoing. Additional disclosures detail the merger process, including management's discussions with potential counterparties and financial analyses performed prior to entering the merger agreement. Estimates are provided for per share values based on various financial metrics, reflecting an analysis by financial advisor Moelis.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525055694

Filing Summary: Altus Power, Inc. announced financial results for the fourth quarter and full year 2024, reporting revenues of $196.3 million, a 26% increase compared to 2023. The company incurred a GAAP net loss of $10.7 million for the year, significantly improved from a $26 million loss in 2023. Key business highlights included surpassing 1 GW in operating assets and completing significant new-build and operational expansions. A merger agreement was signed on February 5, 2025, with TPG to acquire Altus in an all-cash transaction valued at approximately $2.2 billion, with each share priced at $5.00. This acquisition will lead Altus Power to transition from a publicly traded to a privately held company upon completion, which is contingent on stockholder approval anticipated in the second quarter of 2025. The company will cease hosting earnings calls or providing financial outlooks due to this pending transaction.

Document Link: View Document

Form Type: DEFM14A

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525054018

Filing Summary: Altus Power, Inc. is convening a Special Meeting of Stockholders at 8 a.m. EDT on April 9, 2025, to vote on the proposed Agreement and Plan of Merger with Avenger Parent, Inc. and its wholly owned subsidiary Avenger Merger Sub, Inc. This merger agreement, signed on February 5, 2025, will result in Merger Sub merging with Altus Power, with Altus Power becoming a wholly owned subsidiary of Parent. Stockholders entitled to vote must hold shares of Class A common stock as of the record date of March 11, 2025. Approval of the merger requires a majority vote, and there will also be a proposal for the adjournment of the meeting if necessary. The merger consideration is set at $5.00 per share for Class A common stock, offering a 66% premium based on a previous stock price. The Board of Directors recommends stockholders vote "FOR" both the Merger Proposal and Adjournment Proposal, emphasizing the benefits of the merger and the ensuing appraisal rights for dissenting shareholders. Voting options include online, by phone, or via mail. Stockholders are encouraged to submit proxies promptly to ensure quorum and participation.

Document Link: View Document

Form Type: PREM14A

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000119312525035264

Filing Summary: Altus Power, Inc. has filed a preliminary proxy statement in connection with a special meeting of stockholders aimed at approving a merger with Avenger Parent, Inc. and its subsidiary Avenger Merger Sub, Inc. The merger is set forth in a Merger Agreement dated February 5, 2025, whereby Merger Sub will merge with Altus Power, resulting in Altus continuing as a wholly owned subsidiary of Avenger Parent. The merger will require the approval of at least a majority of the outstanding Class A common stock at the special meeting, where two proposals will be voted on: the Merger Proposal and a proposal to adjourn the meeting if necessary. Shareholders will receive $5.00 in cash for each share of Class A common stock they hold. The Merger Consideration represents a 66% premium to Altus Power's closing stock price prior to the announcement of the merger. The filing emphasizes the importance of participation in the vote, details on proxy submission, and the process for filing for appraisal rights under Delaware law if certain conditions are met. The board recommends a vote in favor of both the Merger Proposal and the Adjournment Proposal.

Document Link: View Document

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000148201825000004

Filing Summary: This Amendment No. 2 to the Schedule 13D is filed by Lars Norell regarding the Class A common stock of Altus Power, Inc. It updates information from previous filings and highlights that Mr. Norell sold a total of 11,094,547 shares of Common Stock between February 6 and February 11, 2025. As of February 5, 2025, there were 159,999,752 shares of Common Stock outstanding, and Mr. Norell now holds 6,598,766 shares, approximately 4.124% of the total. The filing also references a merger agreement dated February 5, 2025, involving the issuer and Avenger Parent, Inc., indicating a significant corporate action that could affect shareholder structure and ownership percentages. Mr. Norell has not been involved in any criminal or civil legal proceedings in the past five years. The document provides detailed transaction information for the shares sold within the previous 60 days, including dates, quantities, and prices per share.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-02-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525022712

Filing Summary: Altus Power, Inc. has announced its agreement to be acquired by TPG for a purchase price of $2.2 billion. The announcement, made on February 7, 2025, indicates that Altus Power, recognized as the largest owner of commercial solar in the U.S., will continue to invest in quality solar assets post-acquisition, maintaining its long-term investment strategy rather than a build-and-sell model. The transaction is subject to stockholder approval and will be detailed in a proxy statement to be filed with the SEC, which will convey important information regarding the transaction and potential risks. Stakeholders are encouraged to read the proxy statement and any related documents when available, to make informed voting decisions. The communication highlights the significant operational and strategic implications of the acquisition, including the ongoing commitment of Altus to its core business in solar energy during and after the transition to being a privately held company.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-02-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525022713

Filing Summary: Altus Power, Inc. announced it is going private through an acquisition by TPG, with a purchase price of $2.2 billion encompassing equity and debt. The acquisition aims to position Altus for long-term growth and investment in solar assets, maintaining its role as a long-term owner of solar rather than a build-and-sell model. Altus' management team will remain unchanged, and the company will seek stockholder approval for the transaction at a special meeting. Detailed risk factors and potential litigation related to the transaction were also outlined, emphasizing the need for careful reading of the forthcoming proxy statement and additional documentation for important information about the deal and its impacts.

Document Link: View Document

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000095017025016286

Filing Summary: On February 5, 2025, Altus Power, Inc. entered into a Merger Agreement with Avenger Parent, Inc. and Avenger Merger Sub, Inc., whereby Merger Sub will merge with Altus Power, with Altus Power continuing as a wholly owned subsidiary of Parent. Shareholders of Altus Power are to receive $5.00 in cash for each share they own at the time of the merger. The completion of the merger is contingent on customary closing conditions, which include regulatory approvals and shareholder voting outcomes. GSO Altus Holdings LP has signed a Voting and Support Agreement to vote in favor of the merger and against any alternative proposals during the approval process. This document updates the previously filed Schedule 13D and reflects ownership changes and additional agreements associated with the Merger Agreement.

Document Link: View Document

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000095017025016564

Filing Summary: On February 5, 2025, Altus Power, Inc. entered into an Agreement and Plan of Merger with Avenger Parent, Inc. and Avenger Merger Sub, Inc., wherein Merger Sub will merge with and into Altus Power, preserving it as a wholly owned subsidiary of Parent. Each share of Class A Common Stock will be converted into cash worth $5.00 unless exempt from this action, affecting shares held by specific parties and those with particular rights of appraisal. Key officers of Altus Power have also signed a Rollover Agreement to transfer certain shares in exchange for equity interests in Parent. Voting agreements have been established between supporting stockholders, which constitute around 40% of the voting power of Common Stock, to favor the Merger and oppose competing acquisition proposals, with various conditions stipulated for their effectiveness. The Reporting Person holds a total of 16,139,460 shares of Class A Common Stock as of the report date.

Document Link: View Document

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000095017025016572

Filing Summary: This document serves as Amendment No. 2 to Schedule 13D, amending the previous filing related to Altus Power, Inc. Significant updates include the announcement of a Merger Agreement dated February 5, 2025, with Avenger Parent, Inc. and its subsidiary, Avenger Merger Sub, Inc., under which Merger Sub will merge with Altus Power, with Altus Power surviving as a wholly owned subsidiary of Parent. This merger involves the conversion of each share of Common Stock into cash consideration of $5.00, subject to certain conditions. The agreement includes provisions for the treatment of restricted stock units (RSUs) and certain stock conversions for Class B shares. Additionally, the amendments provide updated addresses for reporting persons, the beneficial ownership stakes, and voting agreements regarding the merger. The disclosure indicates that all shares of Common Stock, upon completion of the merger, will be delisted from the NYSE and deregistered under the Exchange Act. The document underscores the commitment of stockholders to support the merger, with conditions for voting against alternate proposals that may interfere with the merger process.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525021325

Filing Summary: On February 5, 2025, Altus Power, Inc. entered into an Agreement and Plan of Merger with Avenger Parent, Inc. and its wholly owned subsidiary Avenger Merger Sub, Inc. Under the agreement, Merger Sub will be merged into the Company with Altus Power becoming a wholly owned subsidiary of Parent. Each share of Class A common stock will be converted into cash of $5.00. Stockholder approval is required, and a special meeting will be held to vote on this matter. The agreement includes customary closing conditions, required regulatory approvals, and a no-shop provision. Both parties have termination rights and will incur fees if the merger fails under certain conditions. Additionally, a press release was issued on February 6, 2025, announcing the merger agreement.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525021327

Filing Summary: On February 5, 2025, Altus Power, Inc. entered into an Agreement and Plan of Merger with Avenger Parent, Inc. and Avenger Merger Sub, Inc. wherein Merger Sub will merge into Altus Power, making it a wholly owned subsidiary of Parent. The transaction stipulates that each share of Class A common stock held before the merger will be converted into cash payment of $5.00, subject to certain exceptions. Stockholder meetings to approve the merger will be held following SEC review and customary closing conditions apply, including stockholder approval and regulatory authority clearance. The merger agreement includes provisions for the cancellation and conversion of various equity awards into cash, and creates a no-shop clause to minimize competing acquisition proposals. Additionally, there are outlined termination rights and fees associated with potential termination of the agreement. TPG Global is providing financing for the transaction.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-02-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525021353

Filing Summary: Altus Power, Inc. has announced a definitive agreement to be acquired by TPG for $5.00 per share of Class A common stock in an all-cash transaction, valuing the enterprise at approximately $2.2 billion, including outstanding debt. This decision follows a strategic review aimed at maximizing long-term company success. The Board of Directors unanimously approved the transaction, which is expected to close in Q2 2025, contingent on stockholder and regulatory approvals. The acquisition will allow Altus Power to transition from a publicly traded entity to private ownership, enabling enhanced growth and operational expansion in response to surging clean energy demand. Altus Power will maintain its headquarters in Stamford, Connecticut, and there are no anticipated impacts on structure or day-to-day operations. Stockholders will vote on the proposal at a special meeting, and more information will be provided through upcoming filings with the SEC.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525021774

Filing Summary: Altus Power, Inc. announced a proposed transaction involving itself, Avenger Parent, Inc., and Avenger Merger Sub, Inc. The transaction will be submitted to Altus Power's stockholders for approval at a special meeting. A definitive proxy statement will be filed with the SEC, which will detail important information regarding the transaction. Altus Power advises investors to read the proxy statement carefully prior to making any voting decisions. Several forward-looking statements related to the transaction's expected completion, benefits, and associated risks have been outlined. Various conditions, including stockholder and regulatory approvals, financing arrangements, and potential litigation risks, could affect the transaction's completion. Altus Power also warns of possible disruptions to its business during the transaction process and emphasizes the importance of evaluating the related risks.

Document Link: View Document