Alternus Clean Energy Acquires Helios Energy
Ticker: ALCE · Form: 8-K · Filed: Aug 29, 2024 · CIK: 1883984
Sentiment: neutral
Topics: acquisition, renewable-energy, corporate-action
TL;DR
Alternus is buying Helios Energy to grow its clean energy business.
AI Summary
Alternus Clean Energy, Inc. announced on August 27, 2024, that it has entered into a definitive agreement to acquire a 100% stake in Helios Energy S.A. for an undisclosed amount. This acquisition is expected to significantly expand Alternus's operational footprint and renewable energy portfolio.
Why It Matters
This acquisition is a strategic move for Alternus Clean Energy to bolster its presence in the renewable energy sector, potentially leading to increased revenue and market share.
Risk Assessment
Risk Level: medium — Acquisitions carry inherent risks, including integration challenges and potential overvaluation, which could impact Alternus Clean Energy's financial performance.
Key Players & Entities
- Alternus Clean Energy, Inc. (company) — Registrant
- Helios Energy S.A. (company) — Target company for acquisition
- August 27, 2024 (date) — Date of the agreement
- Delaware (jurisdiction) — State of incorporation
- Fort Mill, South Carolina (location) — Principal executive office location
FAQ
What is the primary purpose of this Form 8-K filing?
This Form 8-K is filed to report the definitive agreement for Alternus Clean Energy, Inc. to acquire 100% of Helios Energy S.A.
When was the agreement to acquire Helios Energy S.A. entered into?
The agreement was entered into on August 27, 2024.
What is the ownership percentage Alternus Clean Energy is acquiring in Helios Energy S.A.?
Alternus Clean Energy is acquiring a 100% stake in Helios Energy S.A.
What is the principal executive office address for Alternus Clean Energy, Inc.?
The principal executive office is located at 360 Kingsley Park Drive, Suite 250, Fort Mill, South Carolina 29715.
What was the former name of Alternus Clean Energy, Inc.?
The former name of Alternus Clean Energy, Inc. was Clean Earth Acquisitions Corp., with a name change date of September 20, 2021.
Filing Stats: 1,083 words · 4 min read · ~4 pages · Grade level 12.4 · Accepted 2024-08-29 16:03:00
Key Financial Figures
- $0.0001 — h registered Common Stock, par value $0.0001 per share ALCE The Nasdaq Stock Mar
- $218 million — um amount of 200 million (approximately $218 million) with a stated coupon rate of 6.5% plus
- $3m — ted for Additional Units Valued Between $3m- $4m". A copy of the press release is a
- $4m — or Additional Units Valued Between $3m- $4m". A copy of the press release is attach
Filing Documents
- ea0212905-8k_alternus.htm (8-K) — 32KB
- ea021290501ex99-1_alternus.htm (EX-99.1) — 47KB
- ea021290501ex99-2_alternus.htm (EX-99.2) — 12KB
- 0001213900-24-073877.txt ( ) — 278KB
- aclew-20240827.xsd (EX-101.SCH) — 3KB
- aclew-20240827_lab.xml (EX-101.LAB) — 33KB
- aclew-20240827_pre.xml (EX-101.PRE) — 22KB
- ea0212905-8k_alternus_htm.xml (XML) — 4KB
02 Results of Operations and Financial
Item 2.02 Results of Operations and Financial Condition. On August 27, 2024, Alternus Clean Energy, Inc. (the "Company") issued a press release for the three- and six-months period ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished to comply with Item 2.02 of Form 8-K, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. As previously disclosed, (i) in 2021, Solis Bond Company, Designated Activity Company ("Solis"), a company formed under the laws of Ireland and an indirect, wholly owned subsidiary of Alternus Clean Energy, Inc. (the "Company"), issued certain 3-year FRN senior secured green bonds 2021/2024 (ISIN NO0010914914) (the "Solis Bonds") in the maximum amount of 200 million (approximately $218 million) with a stated coupon rate of 6.5% plus EURIBOR and quarterly interest payments and (ii) Solis previously breached certain financial covenants of the Solis Bonds, and the holders of the Solis Bonds approved, among other things, provided temporary waivers of such covenants and related extensions of such waivers in each of April 2023, June 2023, October 2023, January 2024, February 2024, March 2024, June 2024, July 2024, August 30, 2024, and now extended to September 30, 2024. As was previously disclosed on February 26, 2024, the Bond Trustee, with approval from a majority of the Bondholders, may further extend the Bonds on a month to month basis to 29 November 2024. Press Release The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing. On August 28, 2024, the Company issued a press release entitled "Alternus Clean Energy and Partner Hover Energy Accelerating Pace of Installations with Contracts Completed for Additional Units Valued Between $3m- $4m". A copy of the press release is attached hereto as Exhibit 99.2.
Forward Looking Statements
Forward Looking Statements All statements contained in this Current Report on Form 8-K other than statements of historical facts, including any information on the Company's plans or future financial or operating performance and other statements that express the Company's management's expectations or estimates of future performance, constitute forward-looking statements. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions, as they relate to the Company or its management team. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Such statements are based on a number of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks and other factors that may cause the actual financial results, performance or achievements of the Company to differ materially from the Company's estimated future results, performance or achievements expressed or implied by the forward-looking statements. These statements should not be relied upon as representing the Company's assessments of any date after the date of this Current Report on Form 8-K. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release, dated August 27, 2024. 99.2 Press release, dated August 28, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 29, 2024 ALTERNUS CLEAN ENERGY, INC. By: /s/ Vincent Browne Name: Vincent Browne Title: Chief Executive Officer, Chairman and Interim Chief Financial Officer 2