AMPS
Altus Power, INC
NYSE
DEFA14A: Altus Power to be Acquired by TPG for $2.2 Billion, Including Debt
Sentiment:
Merger Announcement
6 February 2025 7:14 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 cash, valuing the company at approximately $2.2 billion.
Better than expected
The acquisition price represents a 66% premium to Altus Power's unaffected closing price on October 15, 2024.
Summary
- Altus Power, Inc. has entered into a definitive agreement to be acquired by TPG through its TPG Rise Climate Transition Infrastructure strategy.
- The acquisition price is $5.00 per share of Class A common stock in an all-cash transaction.
- The deal 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's Class A common stock will be delisted from the New York Stock Exchange, and it will become a privately-held company.
- 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 deal is not subject to a financing condition.
- Altus Power expects to maintain its headquarters in Stamford, Connecticut.
Sentiment
Score: 8
Explanation: The document conveys a positive sentiment due to the acquisition agreement, the premium offered to shareholders, and the anticipated benefits of the partnership with TPG Rise Climate. The management's comments and the overall tone suggest confidence in the future prospects of the company.
Positives
- The acquisition price offers a 66% premium to Altus Power's unaffected closing price on October 15, 2024.
- TPG Rise Climate's expertise and investment will strengthen Altus Power's ability to expand access to clean electric power.
- Becoming a private company will allow Altus Power to focus on long-term growth and innovation.
- The transaction is not subject to a financing condition, increasing the likelihood of completion.
Negatives
- Altus Power's Class A common stock will be delisted from the New York Stock Exchange upon completion of the transaction.
Risks
- The transaction is subject to customary closing conditions, including stockholder and regulatory approvals, which may not be satisfied.
- Potential litigation could be instituted against Parent, Merger Sub, the Company, or their respective directors, managers, or officers.
- Disruptions from the transaction may harm Altus Power's business, including current plans and operations.
- The Company may face challenges in retaining and hiring key personnel.
- 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 customers by expanding access to clean electric power and scaling its operations more rapidly.
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.
Industry Context
The acquisition reflects the increasing interest and investment in the renewable energy sector, particularly in commercial-scale solar power, as companies seek to meet growing demand for clean energy solutions.
Comparison to Industry Standards
- The 66% premium offered by TPG is substantial compared to typical acquisition premiums in the renewable energy sector, suggesting a strong valuation of Altus Power's assets and market position.
- Comparable companies in the commercial solar space include SunPower and Nextracker, though Altus Power's focus on ownership and operation distinguishes it.
- TPG Rise Climate's investment aligns with broader trends of private equity firms deploying capital into sustainable infrastructure and climate-focused businesses.
Stakeholder Impact
- Stockholders will receive $5.00 per share in cash.
- Customers are expected to benefit from expanded access to clean electric power.
- Employees are expected to continue with the company, which will remain headquartered in Stamford, Connecticut.
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
- October 15, 2024: Date of Altus Power's unaffected closing price before announcement of strategic alternatives review.
- February 5, 2025: Date of the Merger Agreement.
- February 6, 2025: Date of the press release announcing the acquisition agreement.
- Second quarter of 2025: Expected completion date of the transaction.
- November 5, 2025: End Date of the Merger Agreement.
Keywords
Altus Power, TPG, acquisition, solar energy, merger, TPG Rise Climate, commercial solar, renewable energy, clean 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.
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.
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 4:30 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.
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.