Spruce Power Holding Corp. Announces Material Definitive Agreement

TL;DR

Spruce Power Holding Corp. signed a big deal, expect asset changes and new financial obligations.

AI Summary

On November 22, 2024, Spruce Power Holding Corp. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. This also resulted in the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Spruce Power Holding Corp., including a material definitive agreement and potential asset transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and potential asset acquisition/disposition, which inherently carries financial and operational risks.

Key Players & Entities

• Spruce Power Holding Corp. (company) — Registrant
• November 22, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-38971 (identifier) — SEC File Number
• 83-4109918 (identifier) — I.R.S. Employer Identification No.
• XL Fleet Corp. (company) — Former company name
• Pivotal Investment Corp II (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SPRU New York Stock Exchange
• $132.5 million — red Assets") from CEV for approximately $132.5 million in cash, subject to the terms and condi
• $22.2 million — purchase price of the acquisition with $22.2 million of cash on hand and proceeds from the S
• $109.8 million — egate principal amount of approximately $109.8 million (the "SP5 Facility"). The SP5 Facility

Filing Documents

• spru-20241122.htm (8-K) — 44KB
• ex-21xassetpurchaseagreeme.htm (EX-2.1) — 494KB
• ex-101xcreditagreement.htm (EX-10.1) — 951KB
• ex-991xpressrelease_njr.htm (EX-99.1) — 14KB
• image.jpg (GRAPHIC) — 79KB
• image1.jpg (GRAPHIC) — 88KB
• image2.jpg (GRAPHIC) — 59KB
• image_0a.jpg (GRAPHIC) — 9KB
• 0001628280-24-049189.txt ( ) — 2209KB
• spru-20241122.xsd (EX-101.SCH) — 2KB
• spru-20241122_lab.xml (EX-101.LAB) — 21KB
• spru-20241122_pre.xml (EX-101.PRE) — 12KB
• spru-20241122_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 above and in Item 2.03 below are incorporated by reference herein. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On November 22, 2024, the Borrower entered into a non-recourse credit agreement with Banco Santander, S.A., New York, as facility agent, Computershare Trust Company, National Association, as collateral agent and as paying agent, and the financial institutions from time to time party thereto as Lenders, which provides for a 3-year term loan facility in an aggregate principal amount of approximately $109.8 million (the "SP5 Facility"). The SP5 Facility requires quarterly payments with the remaining balance due in a single payment on November 22, 2027. Borrowings under the SP5 Facility bear interest at a variable rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York plus a margin of 215.0 basis points from the original closing date through the end of the 24th month after the original closing date, and 275.0 basis points from the beginning of the 25th month after the original closing date until the date all principal and accrued and unpaid interest has been paid in full. Except for any liquidation fees, borrowings under the SP5 Facility are prepayable at the Borrower's option in whole or in part without premium or penalty. The Borrower's obligations under the SP5 Facility are secured by all of the assets and property of, and the Company's equity interest in, the Borrower. The SP5 Facility contains customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants, including covenants that, among other things, restrict the ability of the Borrower to: incur liens; incur indebtedness; make restricted payments; sell or otherwise dispose of the Borrower's ass

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 25, 2024, the Company issued a press release regarding the Purchase Agreement, the SP5 Facility and the Acquired Assets. A copy of this press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be "filed" with the Securities and Exchange Commission 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 and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. The Company does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits attached hereto.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses or funds acquired. The Company intends to file financial statements required by this Item 9.01(a) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed. (b) Pro forma financial information. The Company intends to file the pro forma financial information that is required by this Item 9.01(b) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed. (d) Exhibits. Exhibit No. Description 2.1* Asset Purchase Agreement by and between NJR Clean Energy Ventures II Corporation, as Seller, and Spruce Power 5, LLC, as Buyer, dated as of November 22, 2024 10.1* Credit Agreement, dated as of November 22, 2024 , among Spruce Power 5 Borrower 2024, LLC, as Borrower, Banco Santander, S.A., New York Branch, as Facility Agent, Computershare Trust Company, National Association, as Collateral Agent, as Paying Agent and as Securities Intermediary and The Lenders from time to time party t hereto 99.1 P ress R elease of the Company dated November 25, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and other similar attachments have been omitted. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. 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: November 25, 2024 By: /s/ Jonathan M. Norling Name: Jonathan M. Norling Title: Chief Le

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