0001418812-21-000070.txt : 20211213 0001418812-21-000070.hdr.sgml : 20211213 20211213202755 ACCESSION NUMBER: 0001418812-21-000070 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211209 FILED AS OF DATE: 20211213 DATE AS OF CHANGE: 20211213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, L.P. CENTRAL INDEX KEY: 0001351069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39798 FILM NUMBER: 211489421 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, LLC CENTRAL INDEX KEY: 0001351073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39798 FILM NUMBER: 211489420 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VA Partners I, LLC CENTRAL INDEX KEY: 0001418812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39798 FILM NUMBER: 211489422 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC CENTRAL INDEX KEY: 0001418813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39798 FILM NUMBER: 211489418 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coyne Sarah CENTRAL INDEX KEY: 0001829174 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39798 FILM NUMBER: 211489425 MAIL ADDRESS: STREET 1: 1 LETTERMAN DRIVE STREET 2: BUILDING D, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Master Fund, L.P. CENTRAL INDEX KEY: 0001464912 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39798 FILM NUMBER: 211489423 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings II, L.P. CENTRAL INDEX KEY: 0001763309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39798 FILM NUMBER: 211489419 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 4153623700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings, L.P. CENTRAL INDEX KEY: 0001418814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39798 FILM NUMBER: 211489424 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Altus Power, Inc. CENTRAL INDEX KEY: 0001828723 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 853448396 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2200 ATLANTIC STREET, 6TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 698-0090 MAIL ADDRESS: STREET 1: 2200 ATLANTIC STREET, 6TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: CBRE Acquisition Holdings, Inc. DATE OF NAME CHANGE: 20201016 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2021-12-09 0 0001828723 Altus Power, Inc. AMPS 0001829174 Coyne Sarah 1 LETTERMAN DRIVE BUILDING D, FOURTH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001418814 ValueAct Holdings, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001464912 ValueAct Capital Master Fund, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001418812 VA Partners I, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001351069 ValueAct Capital Management, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001351073 ValueAct Capital Management, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001763309 ValueAct Holdings II, L.P. ONE LETTERMAN DRIVE BUILDING D, FOURTH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks 0001418813 ValueAct Holdings GP, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 1 0 0 1 See Remarks Class A Common Stock 2021-12-09 4 A 0 4000000 10 A 4000000 I See footnotes. Class B Common Stock 2021-12-09 4 D 0 6037.5 D Class A Common Stock 145966 14087.5 I See footnotes. Warrants (Right to Buy) 2021-12-09 4 J 0 18417 11 A 2026-12-09 Class A Common Stock 18417 18417 I See footnotes. Reflects shares of Class A common stock ("Class A Common Stock") acquired pursuant to a subscription agreement as part of a private placement (PIPE) to certain investors in connection with the closing of the business combination of CBRE Acquisition Holdings, Inc. with Altus Power, Inc., which occurred on December 9, 2021 (the "Business Combination"). Following consummation of the Business Combination, CBRE Acquisition Holdings, Inc. changed its name to Altus Power, Inc. (the "Issuer"). Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P. , (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. , (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P. Pursuant to the terms of the Class B common stock of the Issuer (the "Class B Common Stock"), of which an aggregate of 1,408,750 shares are currently outstanding, on the last day of each measurement period, which will occur annually over seven fiscal years following the completion of the Business Combination, an aggregate of 201,250 shares of Class B Common Stock will automatically convert, subject to adjustment, into shares of Class A Common Stock, pursuant to a formula based on the stock price of the Class A Common Stock, into an aggregate minimum of 2,013 shares of Class A Common Stock on each conversion date, up to an aggregate maximum of 14,596,637 shares of Class A Common Stock over such seven year period. Represents a disposition of Class B Common Stock pursuant to the terms of the Class B Letter Agreement, dated July 12, 2021, pursuant to which CBRE Acquisition Sponsor, LLC and certain other persons, including the Reporting Persons, agreed to forfeit a specified number of shares of Class B Common Stock, effective upon the closing of the Business Combination. The number of shares of Class A Common Stock reported as underlying such shares of Class B Common Stock in the Table above represents the approximate maximum number of shares of Class A Common Stock that may be delivered with respect to shares of Class B Common Stock reported above by the Reporting Person based on proportionate ownership of shares of Class B Common Stock. Each Warrant is initially exercisable for one share of Class A Common Stock at an exercise price of $11.00 per share, subject to certain adjustments. The Warrants become exercisable on January 8, 2022, 30 days after the Issuer completed its Business Combination, and expire five years after completion of the Business Combination or earlier upon redemption or liquidation. The Warrants were acquired by the Reporting Persons in connection with the initial public offering of CBRE Acquisition Holdings, Inc. -The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. -Sarah Coyne, a Vice President at ValueAct Capital, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization. By:/s/ Sarah Coyne 2021-12-13 VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 2021-12-13 VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 2021-12-13 VA PARTNERS I, LLC, By: /s/ Jason B. Breeding, Authorized Signatory 2021-12-13 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 2021-12-13 VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Jason B. Breeding, Authorized Signatory 2021-12-13 VALUEACT HOLDINGS II, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Jason B. Breeding, Authorized Signatory 2021-12-13 VALUEACT HOLDINGS GP, LLC, By: /s/ Jason B. Breeding, Authorized Signatory 2021-12-13