Cerberus Capital Management Discloses 10.7% Stake in Eos Energy
Ticker: EOSE · Form: SC 13D · Filed: Jun 28, 2024 · CIK: 1805077
Sentiment: neutral
Topics: activist-stake, major-investment, 13D-filing
Related Tickers: EOSE
TL;DR
**Cerberus now owns 10.7% of Eos Energy. Big stake.**
AI Summary
Cerberus Capital Management II, L.P. and its affiliates, collectively known as CCM Denali Equity Holdings, have filed a Schedule 13D regarding their holdings in Eos Energy Enterprises, Inc. As of June 28, 2024, they beneficially own 13,000,000 shares of common stock, representing approximately 10.7% of the outstanding shares. This filing indicates a significant stake and potential influence over the company's direction.
Why It Matters
This filing signals a substantial investment by a major financial firm in Eos Energy, potentially leading to strategic changes or increased shareholder activism.
Risk Assessment
Risk Level: medium — A significant stake by a major investment firm like Cerberus can lead to increased volatility and potential activist campaigns.
Key Numbers
- 13,000,000 — Shares Owned (Beneficial ownership by Cerberus and affiliates)
- 10.7% — Ownership Percentage (Represents significant influence over Eos Energy)
Key Players & Entities
- Cerberus Capital Management II, L.P. (company) — Filing entity
- CCM Denali Equity Holdings, L.P. (company) — Affiliated entity
- Eos Energy Enterprises, Inc. (company) — Subject company
- Alexander D. Benjamin (person) — Contact person at Cerberus
- 13,000,000 (dollar_amount) — Number of shares owned
- 10.7% (dollar_amount) — Percentage of shares owned
FAQ
Who is filing this Schedule 13D?
Cerberus Capital Management II, L.P. and its affiliates, collectively known as CCM Denali Equity Holdings, L.P.
What company is the subject of this filing?
Eos Energy Enterprises, Inc.
How many shares do the filers beneficially own?
The filers beneficially own 13,000,000 shares of common stock.
What percentage of Eos Energy's common stock do the filers own?
The filers own approximately 10.7% of the outstanding common stock.
When was this filing made?
The filing was made on June 28, 2024.
Filing Stats: 4,827 words · 19 min read · ~16 pages · Grade level 17.1 · Accepted 2024-06-28 16:01:22
Key Financial Figures
- $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie
- $210.5 million — ch the Lenders have agreed to provide a $210.5 million secured multi-draw facility (the "Delay
- $75 m — Loan") to be made in four installments ($75 million, which was funded on June 21, 202
- $105 million — der upon three additional draws), and a $105 million revolving credit facility, to be made a
- $75 million — "Warrant"). Subsequent to the initial $75 million draw under the Delayed Draw Term Loan (
- $0.01 — The Warrant has a ten-year term and a $0.01 per share exercise price. The Warrant i
- $455,822.59 — ed Stock has an original issue price of $455,822.59 (the "A-1 Original Issue Price") and a
Filing Documents
- form_sc13d-eosenergy.htm (SC 13D) — 169KB
- 0001011438-24-000386.txt ( ) — 170KB
Security and Issuer
Item 1. Security and Issuer The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.0001 per share (the "Common Stock"), of Eos Energy Enterprises, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 3920 Park Avenue, Edison, New Jersey 08820. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Identity and Background
Item 2. Identity and Background (a) This Schedule 13D is being filed by (i) Cerberus Capital Management II, L.P., a Delaware limited partnership ("Cerberus Capital Management II"), (ii) CCM Denali Equity Holdings, LP, a Delaware limited partnership ("CCM Denali Equity"), and (iii) CCM Denali Equity Holdings GP, LLC, a Delaware limited liability company ("CCM Denali Equity GP", and together with Cerberus Capital Management II and CCM Denali Equity, the "Reporting Persons"). Cerberus Capital Management II is the sole member of CCM Denali Equity GP and CCM Denali Equity GP is the general partner of CCM Denali Equity. Set forth on Schedule A annexed hereto are the names and principal securities of the Issuer. (b) The principal business address for the Reporting Persons is 875 Third Avenue, 11th Floor, New York, New York 10022. (c) Each of the Reporting Persons is engaged in the business of investing. This Schedule 13D relates to securities of the Issuer held directly by CCM Denali Equity. The principal business of Cerberus Capital Management II is providing investment management services to certain investment funds or other investment advisory clients and serving as the sole member of CCM Denali Equity GP. The principal business of CCM Denali Equity is holding certain investments. The principal business of CCM Denali Equity GP is serving as the general partner of CCM Denali Equity. (d) None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the Scheduled Persons, have been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the Scheduled
Source and Amount of Funds or Other Consideration
Item 3. Source and Amount of Funds or Other Consideration The information in Item 4 is incorporated herein by reference.
Purpose of Transaction
Item 4. Purpose of Transaction Credit Agreement On June 21, 2024, the Issuer entered into a credit and guaranty agreement (the "Credit Agreement") by and among the Issuer, as borrower, the guarantors party thereto (the "Guarantors"), the various lenders party thereto (the "Lenders"), and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, pursuant to which the Lenders have agreed to provide a $210.5 million secured multi-draw facility (the "Delayed Draw Term Loan") to be made in four installments ($75 million, which was funded on June 21, 2024, and the remainder upon three additional draws), and a $105 million revolving credit facility, to be made available at the Lenders' sole discretion and only if the Delayed Draw Term Loan is fully funded (the "Revolving Facility" and together with the Delayed Draw Term Loan, the "Facilities"), on terms and subject to conditions set forth in the Credit Agreement. The Issuer's ability to make additional borrowings under the Delayed Draw Term Loan is subject to closing and drawing conditions, with each of the subsequent three future draws permitted to occur during specified availability periods set forth in the Credit Agreement and subject to the achievement of certain milestones (as described further below). The Issuer's obligations under the Facilities are guaranteed by the Guarantors and secured by a first-priority lien on all assets of the Issuer and its subsidiaries. Upon each draw under the Delayed Draw Term Loan, the Issuer will issue Warrants (as defined below) and/or Preferred Stock (as defined below) in amounts representing predetermined, fully diluted, percentages (an "Applicable Percentage") of Issuer Common Stock. Upon any failure to achieve a milestone, in addition to not being able to receive a draw on the Delayed Draw Term Loan unless waived by the Lenders, the Applicable Percentage will be subject to up to a 4.0% increase for all milestone events as to each of the four milestone measure