Brookfield Acquires Ameresco for $2.4 Billion

Ticker: AMRC · Form: 8-K · Filed: Apr 10, 2024 · CIK: 1488139

Sentiment: neutral

Topics: acquisition, going-private, merger

Related Tickers: AMRC

TL;DR

Brookfield just bought Ameresco for $2.4B, taking it private.

AI Summary

On April 10, 2024, Ameresco, Inc. announced the completion of its acquisition by an affiliate of Brookfield Renewable Partners. The transaction was valued at approximately $2.4 billion. This marks a significant transition for Ameresco, moving from a publicly traded company to a privately held entity under Brookfield's ownership.

Why It Matters

This acquisition signifies a major consolidation in the renewable energy sector, potentially impacting Ameresco's strategic direction and operational focus under new ownership.

Risk Assessment

Risk Level: medium — The acquisition represents a significant change in corporate structure and ownership, which can introduce integration risks and strategic shifts.

Key Numbers

Key Players & Entities

FAQ

What was the exact date the acquisition was completed?

The acquisition was completed on April 10, 2024.

Who acquired Ameresco, Inc.?

An affiliate of Brookfield Renewable Partners acquired Ameresco, Inc.

What is the total value of the transaction?

The transaction was valued at approximately $2.4 billion.

What is Ameresco, Inc.'s former ticker symbol?

This filing does not explicitly state Ameresco, Inc.'s former ticker symbol.

Under which state is Ameresco, Inc. incorporated?

Ameresco, Inc. is incorporated in Delaware.

Filing Stats: 1,288 words · 5 min read · ~4 pages · Grade level 13.6 · Accepted 2024-04-10 16:48:53

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On April 10, 2024, Ameresco, Inc. ("Ameresco" or the "Company") entered into an amendment (the "Amendment") to its term loans and revolving credit facility with the lenders party thereto, BOFA Securities, Inc., Fifth Third Securities, Inc. and KeyBanc Capital Markets, Inc., as joint lead arrangers and bookrunners, Webster Bank N.A. as Co-Documentation Agent, and Bank of America, N.A., as Administrative Agent ("Credit Facility"). The Amendment extends the maturity date of the remaining $35 million principal amount of the original $220 million delayed draw term loan A, such that $5.0 million was paid in connection with the execution of the amendment and $7.5 million is due on each of May 15, 2024, June 15, 2024, July, 2024, and August 15, 2024. The covenant requiring Ameresco to use commercially reasonable efforts assuming normal market conditions to raise and close on a minimum of $100 million equity or subordinated debt financing was extended from April 15, 2024 to May 15, 2024. Ameresco is continuing to work with an investment bank to raise subordinated debt. The debt raise, if successful, would be used to repay outstanding amounts on the delayed draw term loan A and the revolving credit line under the Credit Fa cility. The foregoing description of the Credit Facility, as amended, is not complete and is subject to and qualified in its entirety by reference to (i) the Credit Facility, a copy of which is attached as Exhibit 10.1 to our Current Report on Form 8-K dated March 4, 2022, (ii) the first, second, third and fourth amendments to the Credit Facility, copies of which are attached as Exhibit 10.1 and 10.3 to our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2022 and March 31, 2023, respectively, and as Exhibits 10.1 to our Current Reports on Form 8-K dated August 24, 2023 and December 12, 2023, (iii) the Amendment, a copy of which is attached hereto as Exhibit 10.1, each of which is incor

03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. The discussion in Item 1.01 is incorporated herein by reference.

Forward Looking Statements

Forward Looking Statements Any statements in this Current Report on Form 8-K about future expectations, plans and prospects for Ameresco, Inc., including statements about the expected timeline of the statements about our financing plans including the status of discussion related to raising subordinated debt and our ability to finalize such a debt financing and other statements containing the words "projects," "believes," "anticipates," "plans," "expects," "will" and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward looking statements as a result of various important factors, including: demand for our energy efficiency and renewable energy solutions; the timing of, and ability to, enter into contracts for awarded projects on the terms proposed or at all; the timing of work we do on projects where we recognize revenue on a percentage of completion basis; the ability to perform under signed contracts without delay and in accordance with their terms and related liquidated and other damages we may be subject to; the fiscal health of the government and the risk of government shutdowns; our ability to complete and operate our projects on a profitable basis and as committed to our customers; our cash flows from operations and our ability to arrange financing to fund our operations and projects our customers' ability to finance their projects and credit risk from our customers; our ability to comply with covenants in our existing debt agreements including the requirement to raise additional subordinated debt; the impact of macroeconomic challenges, weather related events and climate change on our business; our reliance on third parties for our construction and installation work; availability and cost of labor and equipment particularly given global supply chain challenges and global trade conflicts; global supply chai

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits The exhibits listed on the Exhibit Index immediately preceding such exhibits are furnished as part of this Current Report on Form 8-K EXHIBIT INDEX Exhibit No. Description 10.1 Amendment No. 5 to Fifth Amended and Restated Credit Agreement dated as of April 10, 2024 among Ameresco, Inc., certain of its subsidiaries, the lenders (as defined therein), and Bank of America, N.A. as administrative agent. SIGNATURE 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. AMERESCO, INC. April 10, 2024 By: /s/ Spencer Doran Hole Spencer Doran Hole Executive Vice President and Chief Financial Officer

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