AMPS
Altus Power, INC
NYSE
8-K: Altus Power to be Acquired by TPG for $2.2 Billion, Including Debt
Sentiment:
Merger Announcement
6 February 2025 7:11 AM
Altus Power, the largest owner of commercial-scale solar in the US, has agreed to be acquired by TPG for $5.00 per share in an all-cash transaction.
Better than expected
The acquisition price represents a 66% premium to Altus Power's unaffected closing price, indicating a better than expected outcome for shareholders.
Summary
- Altus Power, Inc. has entered into a definitive agreement to be acquired by TPG through its TPG Rise Climate Transition Infrastructure strategy.
- TPG will acquire Altus Power for $5.00 per share of Class A common stock in an all-cash transaction.
- The transaction values Altus Power at approximately $2.2 billion, including outstanding debt.
- The purchase price represents a 66% premium to Altus Power's unaffected closing price on October 15, 2024.
- Upon completion, Altus Power will become a privately-held company and its Class A common stock will no longer be listed on the New York Stock Exchange.
- Stockholders representing approximately 40% of Altus Power's Class A common stock have entered into voting and support agreements in favor of the transaction.
- The transaction is expected to close in the second quarter of 2025, pending stockholder and regulatory approvals.
- The transaction is not subject to a financing condition.
- Moelis & Company LLC is acting as financial advisor to Altus Power, and Latham & Watkins LLP is acting as legal counsel.
- PJT Partners is acting as financial advisor to TPG Rise Climate, and Kirkland & Ellis LLP is acting as legal counsel.
Sentiment
Score: 8
Explanation: The document conveys a positive sentiment due to the significant premium offered in the acquisition, the support from major stockholders, and the expectation of future growth and innovation under TPG's ownership. The absence of a financing condition further contributes to the positive outlook.
Positives
- The acquisition price offers a substantial 66% premium to Altus Power's unaffected closing price prior to the announcement of a strategic review.
- The transaction is supported by stockholders representing approximately 40% of the company's Class A common stock.
- The deal is expected to close in the second quarter of 2025, providing a relatively clear timeline for completion.
- The absence of a financing condition increases the likelihood of the deal closing successfully.
- Altus Power will benefit from TPG Rise Climate's expertise and resources to scale its operations and drive innovation.
Negatives
- Altus Power will become a private company, resulting in the delisting of its Class A common stock from the New York Stock Exchange.
- The transaction is still subject to stockholder and regulatory approvals, which could potentially delay or prevent the deal from closing.
Risks
- The transaction is subject to customary closing conditions, including regulatory and stockholder approvals, which may not be satisfied.
- Potential litigation could be instituted against Altus Power, TPG, or their respective directors and officers, which could delay or disrupt the transaction.
- Disruptions from the transaction could harm Altus Power's business, including current plans and operations.
- The company may face challenges in retaining and hiring key personnel during the pendency of the transaction.
- Adverse reactions or changes to business relationships could result from the announcement or completion of the transaction.
Future Outlook
Altus Power expects the partnership with TPG Rise Climate to strengthen its ability to deliver greater value to both commercial and Community Solar customers by expanding access to clean electric power and scale its operations more rapidly to meet the surging demand for increased power generation.
Management Comments
- Gregg Felton, CEO of Altus Power, stated that the partnership with TPG Rise Climate will help build their position as the leading commercial-scale provider of clean electric power.
- Christine Detrick, Board Chair of Altus Power, believes the partnership is a natural fit with strong synergies that will drive growth and innovation.
- Scott Lebovitz, a Managing Partner and Head of Infrastructure for TPG Rise Climate, noted Altus Power's exceptional track record of growth and commitment to its customers.
- Steven Mandel, Business Unit Partner in TPG Rise Climate, added that they look forward to supporting Altus Power in its next chapter of growth, providing affordable and sustainable power to businesses and households.
Industry Context
This acquisition reflects the increasing interest and investment in the renewable energy sector, particularly in commercial-scale solar power. TPG Rise Climate's investment aligns with the growing demand for clean energy solutions and the need for companies with proven track records to scale their operations.
Comparison to Industry Standards
- The 66% premium offered by TPG is substantial compared to other recent acquisitions in the renewable energy sector, suggesting a strong valuation of Altus Power's assets and market position.
- Comparable companies in the commercial-scale solar space include SunPower and NextEra Energy Resources, though neither are direct comparables due to differences in business models.
- TPG Rise Climate's investment strategy is similar to that of other climate-focused investment funds, such as those managed by Brookfield and BlackRock, which are actively deploying capital in renewable energy infrastructure.
Stakeholder Impact
- Stockholders will receive $5.00 per share in cash, representing a 66% premium.
- Customers are expected to benefit from expanded access to clean electric power and improved services.
- Employees may experience changes in their roles and responsibilities as Altus Power integrates with TPG's portfolio.
- The acquisition could lead to increased investment and development of solar energy projects, benefiting communities and the environment.
Next Steps
- Altus Power will hold a Special Meeting of Stockholders to vote on the adoption of the merger agreement.
- The parties will seek regulatory approvals to complete the transaction.
- The parties will work to satisfy customary closing conditions to finalize the acquisition.
Key Dates
- 2024-10-15: Date of Altus Power's unaffected closing price before announcement of strategic alternatives review.
- 2025-02-05: Date of the Merger Agreement.
- 2025-02-06: Date of the press release announcing the acquisition agreement.
- 2025-Q2: Expected completion of the transaction, subject to approvals.
Keywords
acquisition, altus power, tpg, solar energy, merger, renewable energy, commercial scale solar, strategic alternatives, tpg rise climate, stockholders
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.
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.
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.
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.
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.
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.
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.
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 4:14 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.
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.
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