AMPS
Altus Power, INC
NYSE
DEFM14A: Altus Power to be Acquired by TPG Affiliate in $905 Million Deal
Sentiment:
Merger Announcement
13 March 2025 9:01 PM
Altus Power stockholders will vote on a proposal to adopt a merger agreement with Avenger Parent, Inc., a TPG affiliate, for $5.00 per share in cash.
Capital raise
TPG Guarantor has committed to capitalize Parent in an aggregate amount of up to $920,371,158 (the Equity Financing) at or prior to the Closing.
Parent has obtained financing commitments pursuant to a debt commitment letter, dated as of February 5, 2025 (the Debt Commitment Letter) for the purpose of (a) refinancing the APAGH Term Loan concurrently with the Closing of the Merger and the other Transactions (the Refinancing), (b) paying fees and expenses incurred in connection with the Refinancing and the transactions related thereto and (c) making distributions to indirectly fund a portion of the Merger Consideration (the Committed Debt Financing).
Summary
- Altus Power, Inc. has entered into a merger agreement with Avenger Parent, Inc., a Delaware corporation affiliated with TPG Global, LLC.
- Under the agreement, Merger Sub will merge with and into Altus Power, with Altus Power continuing as the surviving corporation and a wholly owned subsidiary of Parent.
- Altus Power stockholders will receive $5.00 in cash per share of Class A Common Stock, representing a 66% premium to the closing stock price on October 15, 2024.
- The total amount of funds necessary to consummate the merger is estimated to be approximately $905 million.
- TPG Guarantor has committed up to $920,371,158 in equity financing.
- The Board of Directors has unanimously approved the merger agreement and recommends that stockholders vote in favor of the proposal.
- A special meeting of stockholders will be held on April 9, 2025, to vote on the merger proposal.
- The merger is expected to close in the second quarter of 2025, pending satisfaction of regulatory approvals and other customary closing conditions.
Sentiment
Score: 8
Explanation: The document presents a positive outlook for Altus Power stockholders, with a significant premium offered in an all-cash deal. The unanimous board approval and committed financing further contribute to a favorable sentiment.
Positives
- Stockholders will receive a 66% premium over the stock price before the announcement of strategic alternatives.
- The all-cash deal provides certainty of value.
- TPG's financial backing provides confidence in the deal's completion.
- The Board of Directors unanimously supports the merger.
Negatives
- Stockholders will no longer participate in the company's future earnings or growth.
- The company will cease to be publicly traded and will be delisted from the NYSE.
- The merger is subject to regulatory approvals and other closing conditions, which could delay or prevent the transaction.
Risks
- The merger may not be consummated if the required regulatory approvals are not obtained.
- Potential litigation could arise relating to the merger.
- Disruptions from the merger may harm Altus Power's business.
- The company may be unable to retain key personnel.
- Business uncertainty during the pendency of the merger could affect Altus Power's financial performance.
Future Outlook
The merger is expected to close in the second quarter of 2025, subject to customary closing conditions and regulatory approvals.
Management Comments
- The Board has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders.
- The Board recommends that the Company stockholders vote: (i) FOR the adoption of the Merger Agreement and (ii) FOR the Adjournment Proposal.
Industry Context
The acquisition reflects continued interest in the renewable energy sector by private equity firms, seeking to capitalize on the growing demand for clean energy and the long-term contracted revenue streams of solar power companies.
Comparison to Industry Standards
- Comparable companies in the renewable energy sector, such as Clearway Energy, Innergex Renewable Energy, and Northland Power, trade at TEV/EBITDA multiples ranging from 9x to 11x.
- The merger consideration of $5.00 per share represents a 66% premium to Altus Power's closing stock price on October 15, 2024, which is a significant premium compared to typical acquisition premiums in the industry.
- Similar transactions in the renewable energy space have seen equity contributions from private equity sponsors ranging from 50% to 70% of the total transaction value, aligning with the equity commitment from TPG in this deal.
Stakeholder Impact
- Stockholders will receive $5.00 per share in cash.
- Employees will receive certain compensation and benefits for a period of 12 months following the Effective Time.
- The Merger Agreement provides for continued indemnification and directors and officers liability insurance.
Next Steps
- The Company will hold a Special Meeting of Stockholders on April 9, 2025, to vote on the Merger Proposal.
- The Company and Parent will seek regulatory approvals, including from FERC.
- The parties will work to satisfy all closing conditions outlined in the Merger Agreement.
Related Party Transactions
- Gregg Felton, Dustin Weber, Anthony Savino, Abhi Parmar, funds managed by Blackstone Credit and Insurance, and CBRE Acquisition Sponsor, LLC, entered into Voting and Support Agreements with Parent and the Company.
- Gregg Felton, Dustin Weber, and certain other present and former members of management and directors of the Company will contribute to Parent certain of their respective Rollover Shares in exchange for newly issued equity interests of Parent in accordance with the terms of the Rollover Agreement.
Key Dates
- February 5, 2025: Date of the Merger Agreement
- March 11, 2025: Record date for the Special Meeting
- March 13, 2025: Date of the Proxy Statement
- April 9, 2025: Date of the Special Meeting
- Second Quarter 2025: Expected closing date of the Merger
Keywords
merger, acquisition, Altus Power, Avenger Parent, TPG, stockholders, agreement, financing, solar, energy
AMPS
Altus Power, INC
NYSE
Sector: Utilities
Filings with Classifications
Better than expected
17 March 2025 9:03 PM
Earnings Release
- The company's full year revenue increased by 26% compared to the previous year.
- The company's net loss decreased compared to the previous year.
- The company's Adjusted EBITDA increased compared to the previous year.
Worse than expected
17 March 2025 5:02 PM
Annual Results
- The company reported a net loss of $10.667 million for the year ended December 31, 2024, compared to a net loss of $25.973 million for the year ended December 31, 2023, and a net income of $52.167 million for the year ended December 31, 2022.
Better than expected
17 March 2025 5:00 PM
Earnings Release
- Full year revenue increased by 26% to $196.3 million.
- Adjusted EBITDA for the full year increased by 20% to $111.6 million.
Capital raise
13 March 2025 9:01 PM
Merger Announcement
- TPG Guarantor has committed to capitalize Parent in an aggregate amount of up to $920,371,158 (the Equity Financing) at or prior to the Closing.
- Parent has obtained financing commitments pursuant to a debt commitment letter, dated as of February 5, 2025 (the Debt Commitment Letter) for the purpose of (a) refinancing the APAGH Term Loan concurrently with the Closing of the Merger and the other Transactions (the Refinancing), (b) paying fees and expenses incurred in connection with the Refinancing and the transactions related thereto and (c) making distributions to indirectly fund a portion of the Merger Consideration (the Committed Debt Financing).
Better than expected
6 February 2025 7:14 AM
Merger Announcement
- The acquisition price represents a 66% premium to Altus Power's unaffected closing price on October 15, 2024.
Better than expected
6 February 2025 7:11 AM
Merger Announcement
- The acquisition price represents a 66% premium to Altus Power's unaffected closing price, indicating a better than expected outcome for shareholders.
Capital raise
6 December 2024 4:44 PM
Annual Results Amendment
- The company has an at-the-market (ATM) program to offer and sell up to $200 million of shares of Class A common stock.
- The company is seeking to raise additional capital from borrowings under existing debt facilities, third party tax equity investors, and cash from operations.
Worse than expected
6 December 2024 4:44 PM
Annual Results Amendment
- The company's net income decreased from a profit of $52.2 million in 2022 to a loss of $26 million in 2023, indicating worse than expected results.
Delay expected
6 December 2024 4:44 PM
Annual Results Amendment
- Project timelines have been pushed out by approximately 3 to 6 months due to supply chain challenges and permitting and interconnection delays.
Capital raise
12 November 2024 4:31 PM
Quarterly Report
- The company has an at-the-market offering (ATM) program to sell shares of Class A common stock.
- The company may offer and sell up to $200 million of shares of Class A common stock pursuant to the Sales Agreement.
Better than expected
12 November 2024 4:31 PM
Quarterly Report
- The company's revenue and net income significantly exceeded the previous year's results.
- The company's installed capacity and adjusted EBITDA also showed substantial improvement.
Better than expected
12 November 2024 4:30 PM
Quarterly Report
- The company's revenue and adjusted EBITDA exceeded the previous year's results for the same quarter.
- The company surpassed 1 GW in operating assets, a significant milestone.
- The company reaffirmed its full-year guidance, indicating confidence in continued growth.
Capital raise
15 October 2024 4:32 PM
Strategic Review Announcement
- The strategic review is aimed at optimizing access to capital for the company.
- The company is exploring alternative ownership structures, which could include a capital raise.
Better than expected
8 August 2024 4:15 PM
Quarterly Report
- The company's net income and operating revenues significantly increased compared to the same period last year, indicating better than expected financial performance.
- The company's installed solar capacity and megawatt hours generated also showed substantial growth, exceeding expectations.
Capital raise
8 August 2024 4:15 PM
Quarterly Report
- The company has an at-the-market (ATM) program to offer and sell shares of Class A common stock, with a remaining capacity of $200 million.
- The company relies on external financing to grow its business and may seek additional capital from borrowings under existing debt facilities, third-party tax equity investors, and cash from operations.
Worse than expected
8 August 2024 4:13 PM
Quarterly Report
- The company revised its full-year revenue and adjusted EBITDA guidance downwards, indicating that the results are worse than previously expected.
Better than expected
9 May 2024 8:48 PM
Quarterly Report
- The company's revenue, adjusted EBITDA, and electricity generation all increased significantly year-over-year, indicating better than expected performance.
Better than expected
9 May 2024 4:14 PM
Quarterly Report
- The company's revenue growth of 38.4% exceeded expectations.
- The company's net income attributable to Altus Power, Inc. increased from $5.6 million to $7.5 million year-over-year.
- The company's installed solar capacity grew by 45% year-over-year, indicating strong growth.
Capital raise
9 May 2024 4:14 PM
Quarterly Report
- The company has a Controlled Equity Offering Sales Agreement (ATM program) with Cantor Fitzgerald & Co., Nomura Securities International, Inc., and Truist Securities, Inc. to offer and sell up to $200 million of shares of Class A common stock.
- The company may seek to raise additional capital from borrowings under existing debt facilities, third party tax equity investors, and cash from operations.
Better than expected
9 May 2024 4:11 PM
Quarterly Report
- The company's revenue and adjusted EBITDA exceeded the previous year's results, indicating better than expected performance.
Worse than expected
14 March 2024 4:11 PM
Annual Results
- The company reported a net loss of $25.9 million, which is worse than the net income of $52.2 million reported in 2022.
Delay expected
14 March 2024 4:11 PM
Annual Results
- The report mentions that historical timelines for projects from agreed terms to commercial operation have been pushed out by approximately 3 to 6 months due to supply chain challenges and permitting and interconnection delays.
Capital raise
14 March 2024 4:11 PM
Annual Results
- The company may need to raise additional capital in the future to further scale its business and expand to additional markets.
- The company may raise additional funds through the issuance of equity, equity-related or debt securities, through tax equity partnerships, or through obtaining credit from government or financial institutions.
Better than expected
14 March 2024 4:10 PM
Annual Results
- The company's revenue and adjusted EBITDA growth significantly exceeded the previous year's results.
- The company's portfolio size and customer base grew substantially, indicating strong market demand and execution.
- The company's 2024 guidance suggests continued growth, indicating positive future prospects.
Capital raise
31 January 2024 4:30 PM
Merger Announcement
- Altus Power expects to expand its funding facility with Blackstone in the near term to secure long-term financing.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.