Spruce Power Announces Material Agreement & Board Changes
Ticker: SPRU · Form: 8-K · Filed: Jun 24, 2024 · CIK: 1772720
Sentiment: neutral
Topics: material-agreement, management-change, corporate-action
TL;DR
Spruce Power inked a big deal and swapped some execs/directors. Big changes coming?
AI Summary
Spruce Power Holding Corp. announced on June 21, 2024, a material definitive agreement and changes in its board and officer composition. The company also reported other events and filed financial statements and exhibits. Spruce Power Holding Corp. is incorporated in Delaware and its fiscal year ends on December 31.
Why It Matters
This filing indicates significant corporate actions, including a new material agreement and changes in leadership, which could impact the company's strategic direction and operational performance.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements and changes in directors and officers, which can introduce uncertainty and potential shifts in strategy.
Key Players & Entities
- Spruce Power Holding Corp. (company) — Registrant
- 2000 S Colorado Blvd, Suite 2-825, Denver, Colorado 80222 (location) — Business and Mail Address
- June 21, 2024 (date) — Date of earliest event reported
- Delaware (location) — State of incorporation
- 001-38971 (identifier) — SEC File Number
- 83-4109918 (identifier) — I.R.S. Employer Identification No.
FAQ
What is the nature of the material definitive agreement entered into by Spruce Power Holding Corp. on June 21, 2024?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.
What specific changes occurred regarding directors or officers of Spruce Power Holding Corp. on or around June 21, 2024?
The filing lists 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' as an item of information, indicating changes occurred, but details are not in the provided text.
When was Spruce Power Holding Corp. incorporated and what is its fiscal year end?
Spruce Power Holding Corp. was incorporated in Delaware and its fiscal year ends on December 31.
What is the primary business of Spruce Power Holding Corp. according to its SIC code?
According to its Standard Industrial Classification (SIC) code, Spruce Power Holding Corp. is in the 'ELECTRIC SERVICES' industry.
What were Spruce Power Holding Corp.'s former names?
Spruce Power Holding Corp. was formerly known as XL Fleet Corp. (name change effective 20201223) and prior to that, Pivotal Investment Corp II (name change effective 20190403).
Filing Stats: 1,418 words · 6 min read · ~5 pages · Grade level 11.7 · Accepted 2024-06-24 10:37:12
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share SPRU New York Stock Exchange
Filing Documents
- spru-20240621.htm (8-K) — 36KB
- ex101-spruxcooperationagre.htm (EX-10.1) — 118KB
- ex991-spruxxsettlementagre.htm (EX-99.1) — 11KB
- image_0.jpg (GRAPHIC) — 9KB
- 0001628280-24-029464.txt ( ) — 329KB
- spru-20240621.xsd (EX-101.SCH) — 2KB
- spru-20240621_lab.xml (EX-101.LAB) — 21KB
- spru-20240621_pre.xml (EX-101.PRE) — 12KB
- spru-20240621_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On June 21, 2024 (the "Effective Date"), Spruce Power Holding Corporation (the "Company") entered into a Cooperation Agreement (the "Cooperation Agreement") with Clayton Capital Appreciation Fund, L.P. and Clayton Partners LLC (collectively, the "Clayton"). Pursuant to the terms of the Cooperation Agreement, effective as of the Effective Date, the Company agreed to increase the size of the Company's Board of Directors (the "Board") from six to seven directors and to take all necessary actions to appoint Clara Nagy McBane to the Board to fill the directorship resulting from the increase in the size of the Board, to serve as a Class B director with a term expiring at the Company's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") and to hold office until her successor has been duly elected and qualified or until her earlier, death, resignation or removal. The Company has also agreed that, upon the appointment of Ms. McBane to the Board, the Board would appoint her to its Compensation Committee and Nominating and Corporate Governance Committee. Under the terms of the Cooperation Agreement, the Board shall also consider nominating Ms. McBane for re-election to the Board at the 2025 Annual Meeting in good faith and in the same manner the Board considers the nomination of all incumbent directors. Pursuant to the Cooperation Agreement, Clayton shall be required, until the Termination Date (as defined below), subject to certain exceptions, to vote at each of the Company's Annual Meetings of Stockholders (the "Annual Meetings") all of their beneficially owned shares of the Company's common stock in accordance with the Board's recommendation with respect to all nominations and other proposals submitted to stockholders at such Annual Meetings. In addition, the Cooperation Agreement provides for certain customary standstill provisions that restrict Clayton from, among other things, engaging in any solici
01. Other Events
Item 8.01. Other Events. On June 21, 2024 , Shawn Kravetz of Esplanade Capital LLC, provided notice to the Company that it has irrevocably withdrawn its notice of its intent to nominate director candidates and submit a business proposal at the Company's upcoming 2024 annual meeting of stockholders. A copy of the press release announcing Ms. McBane's appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Cooperation Agreement, dated June 21, 2024, by and among Spruce Power Holding Corporation, Clayton Capital Appreciation Fund, L.P. and Clayton Partners LLC 99.1 Press Release dated June 24, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. SPRUCE POWER HOLDING CORPORATION Date: June 24, 2024 By: /s/ Jonathan M. Norling Name: Jonathan M. Norling Title: Chief Legal Officer