Ameresco, Inc. Enters Material Definitive Agreement

Ticker: AMRC · Form: 8-K · Filed: Jul 1, 2024 · CIK: 1488139

Sentiment: neutral

Topics: material-definitive-agreement, financial-obligation, regulation-fd

TL;DR

Ameresco just signed a big deal, expect financial moves.

AI Summary

On June 28, 2024, Ameresco, Inc. entered into a material definitive agreement, likely related to financing or a significant operational undertaking. This filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. The company is a Delaware-incorporated entity operating in the construction sector.

Why It Matters

This filing signals a significant financial or operational development for Ameresco, Inc., potentially impacting its balance sheet and future obligations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a new financial obligation, which could introduce financial risks or opportunities.

Key Players & Entities

FAQ

What type of material definitive agreement did Ameresco, Inc. enter into?

The filing does not specify the exact nature of the material definitive agreement, only that one was entered into on June 28, 2024.

What is the nature of the direct financial obligation or off-balance sheet arrangement created?

The filing indicates the creation of such an obligation or arrangement but does not provide specific details about its nature or terms.

When was the earliest event reported in this 8-K filing?

The earliest event reported was on June 28, 2024.

Where are Ameresco, Inc.'s principal executive offices located?

Ameresco, Inc.'s principal executive offices are located at 111 Speen Street, Suite 410, Framingham, MA 1701.

What is Ameresco, Inc.'s IRS Employer Identification Number?

Ameresco, Inc.'s IRS Employer Identification Number is 04-3512838.

Filing Stats: 2,276 words · 9 min read · ~8 pages · Grade level 13.1 · Accepted 2024-07-01 06:47:28

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Sixth Amendment to Senior Secured Credit Agreement On June 28, 2024, Ameresco, Inc. ("Ameresco" or the "Company") entered into a sixth amendment (the "Sixth Amendment"), to the Fifth Amended and Restated Credit Agreement, dated as of March 4, 2022 as heretofore amended with the lenders party thereto, BOFA Securities, Inc., Fifth Third Securities, Inc. and KeyBanc Capital Markets, Inc., as joint lead arrangers and joint bookrunners, Webster Bank N.A. as Co-Documentation Agent, and Bank of America, N.A., as Administrative Agent ("Senior Secured Credit Agreement"). The Sixth Amendment (i) modifies certain of the covenants and other terms of the Senior Secured Credit Agreement to permit the Company to enter into the Second Lien Credit Agreement (as defined below) and to incur indebtedness thereunder and (ii) makes certain other conforming changes in connection with the Company's entry into the Second Lien Credit Agreement. The foregoing description of the Sixth Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of (i) the Sixth Amendment, a copy of which is attached as Exhibit 10.1 hereto, and (ii) the Senior Secured Credit Agreement and the prior amendments thereto, copies of which are attached as (x) Exhibit 10.1 to the Current Report on Form 8-K dated March 4, 2022, (y) Exhibits 10.1 and 10.3 to the Quarterly Reports on Form 10-Q for the quarters ended June 30, 2022 and March 31, 2023, respectively, (y) Exhibits 10.1 to the Current Reports on Form 8-K dated August 24, 2022, December 12, 2023, and April 10, 2024. Second Lien Credit Agreement On June 28, 2024, the Company entered into a Second Lien Credit Agreement (the "Second Lien Credit Agreement") with the lenders party thereto, Nuveen EIC Administration LLC, as Administrative Agent ("Nuveen") and Oppenheimer & Co., Inc. as Lead Arranger. The material terms of the Second Lien Credit Agreement are summ

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.

01. Regulation FD

Item 7.01. Regulation FD On July 1, 2024, the Company issued a press release announcing the transactions described herein. A copy of the press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K, including the press release incorporated herein by reference, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K. Forward looking statement Any statements in this report about future expectations, plans and prospects for Ameresco, Inc., including statements about our ability to comply with debt covenants and our ability to repay our obligations as they come due 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 gove

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. 6 to Fifth Amended and Restated Credit Agreement dated as of June 28 , 2024 among Ameresco, Inc., certain of its subsidiaries, the lenders (as defined therein), and Bank of America, N.A. as administrative agent. 10.2 Second Lien Credit Agreement date as of June 28, 2024 among Ameresco, inc, certain of ts subsidiaries, the lenders (as defined therein) and Nuveen EIC Administration LLC as administrative agent 99.1 Press Release dated July 1, 2024 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. July 1, 2024 By: /s/ Spencer Doran Hole Spencer Doran Hole Executive Vice President, Chief Financial Officer

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