UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
The description of the Credit Agreement (as defined below) set forth under Item 2.03 is hereby incorporated by reference into this Item 1.01.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On August 11, 2023 (the “Closing Date”), GREC Warehouse Holdings 1 LLC (“Borrower”), an indirect, wholly-owned subsidiary of Greenbacker Renewable Energy Company LLC (the “Company”), entered into a Credit and Guaranty Agreement (the “Credit Agreement”) with the guarantors from time to time party thereto (“Guarantors”), the letter of credit issuers from time to time party thereto (the “LC Issuers”), the lenders from time to time party thereto (the “Lenders”), Wells Fargo Bank, National Association, as administrative agent, and Wells Fargo Securities, LLC, as sole lead arranger and bookrunner (“Wells Fargo Securities”). Wells Fargo Securities serves as sustainability structuring agent, and Wilmington Trust, National Association serves as collateral agent. The Credit Agreement provides for aggregate commitments of up to $75,000,000, as may be increased up to $250,000,000, for secured revolving loans and letter of credit issuances (the “Credit Facility”).
The proceeds of the Credit Facility are intended to be used by Borrower to support the construction and operation of the solar photovoltaic generation facilities, solar photovoltaic generation plus storage facilities or standalone storage facilities and all components and other facilities ancillary thereto (“Facilities”) owned directly or indirectly by Borrower and provide (i) letters of credit to satisfy credit support obligations with respect to Facilities owned directly or indirectly by Borrower or its affiliates and (ii) funds for other purposes not prohibited by the Credit Agreement or the other loan documents.
Loans under the Credit Facility bear interest at a rate per annum equal to (i) in the case of term Secured Overnight Financing Rate (SOFR) loans, a rate based on the forward-looking term rate using SOFR administered by CME Group Benchmark Administration Limited, plus the Applicable Margin (as defined below) from time to time in effect; or (ii) in the case of base rate loans, the Applicable Margin plus the Alternate Base Rate (as defined below) from time to time in effect. The “Applicable Margin” is equal to either 2.025% through the Closing Date to (but not including) the second anniversary of the Closing Date or 2.275% from and after the second anniversary of the Closing Date. The “Alternate Base Rate” is, for any day, a rate per annum equal to the greatest of the (a) base rate (which is the prime commercial rate established by the administrative agent), (b) sum of the federal funds rate (as determined by the administrative agent to be the average of the rates per annum quoted to the administrative agent by three or more federal funds brokers for sale to the administrative agent at face value of federal funds in the secondary market) plus 0.5% and (c) sum of the term SOFR in effect for such day for a deposit in dollars with a maturity of one month plus 1%, provided that the Alternate Base Rate shall never be less than 1%. Borrower must also pay a commitment fee of 0.50% per annum on the aggregate unused commitments.
Loans under the Credit Facility will mature on the earliest of (i) the third anniversary of the Closing Date and (ii) the date of an earlier mandatory prepayment or termination upon the occurrence of a specified event in the Credit Agreement, and (iii) the date of indefeasible prepayment in full by Borrower of all credit obligations outstanding under the Credit Agreement.
Borrowings under the Credit Facility are secured by (a) the equity interest held by Greenbacker Renewable GREC Warehouse Pledgor LLC, an indirect wholly-owned subsidiary of the Company, in Borrower and (b) the equity interests held by Borrower in Borrower’s wholly-owned subsidiaries, subject to certain exceptions for subsidiaries directly owning Facilities and tax equity vehicles. Subject to the exceptions stated in the Credit Agreement, all of Borrower’s payment obligations under the Credit Facility are guaranteed by the Guarantors until such Guarantor has been released pursuant to the terms of the Credit Agreement.
The Credit Agreement contains customary representations and warranties of Borrower. The Credit Agreement also contains various restrictions and covenants applicable to Borrower and its subsidiaries, including negative covenants that limit or restrict dividends, indebtedness, mergers and fundamental changes, acquisitions, asset sales, liens and encumbrances, transactions with affiliates, and other matters customarily restricted in such agreements.
The Credit Agreement contains events of default customary for facilities of this type. Upon the occurrence of certain events of default, the administrative agent may, and at the instruction of the Lender(s), among other remedies, suspend the commitments of Lenders and any obligation of the letter of credit issuer to make letter of credit extensions, terminate the commitments of Lenders and any obligation of the letter of credit issuer to make letter of credit extensions, and declare the outstanding loans and other obligations under the Credit Facility immediately due and payable.
The foregoing descriptions of the Credit Agreement and the Credit Facility are not complete and are qualified in their entirety by reference to the full text of the Credit Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the period ended September 30, 2023.
On August 17, 2023, the Company issued a press release announcing the entry into the Credit Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 99.1 | Press release by Greenbacker Renewable Energy Company LLC, dated August 17, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| Date: August 17, 2023 | Greenbacker Renewable Energy Company LLC | |||||
| By: | /s/ Charles Wheeler | |||||
| Name: | Charles Wheeler | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Greenbacker secures $75 million in warehouse facility financing
Facility can increase up to $250 million to support construction and operation of Greenbacker’s clean energy project fleet
New York, NY, August 17, 2023 (GLOBE NEWSWIRE) -- Greenbacker Renewable Energy Company LLC (“GREC” or “Greenbacker”), a leading climate-focused investment manager and independent power producer, announced today that it has closed on a new warehouse financing facility in an initial aggregate principal amount of $75 million, with the potential to increase up to $250 million. Greenbacker will use the proceeds of the facility to support the construction and operation of its renewable power generation and energy storage portfolios.
Wells Fargo serves as sole lead arranger, bookrunner, sustainability structuring agent, and administrative agent for the facility. Wilmington Trust, National Association serves as the collateral agent.
Along with substantial borrowing capacity, the three-year revolving credit facility provides enhanced flexibility for Greenbacker’s sustainability investments. The facility is structured to provide commitments to extend revolving loans for eligible projects in an aggregate amount not to exceed $75 million, which may be increased to an aggregate amount of up to $250 million, and includes an up to $50 million sublimit for issuances of letters of credit. Greenbacker is currently in market to upsize the facility through incremental commitments from other key lending relationships.
Greenbacker will deploy borrowings from the warehouse facility into investments across its solar, solar-plus-storage, and standalone energy storage portfolios, expanding its ability to generate and deliver cheaper clean energy to consumers, communities, and corporations around the country. Today, Greenbacker’s clean energy fleet encompasses 457 assets1 of clean power production capacity and storage in 32 states, Canada, Puerto Rico, and Washington, DC.
Greenbacker’s fleet of clean energy projects comprises nearly 3.4 gigawatts of generating and storage capacity, in service of the company’s mission to empower a sustainable world. Since 2016, Greenbacker’s real assets have produced over 7.4 million megawatt-hours2 of clean energy, abating more than 5.3 million metric tons of carbon.3 Today these projects support over 6,000 green jobs.4
***
About Greenbacker Renewable Energy Company
Greenbacker Renewable Energy Company LLC is a publicly reporting, non-traded limited liability sustainable infrastructure company that both acquires and manages income-producing renewable energy and other energy-related businesses, including solar and wind farms, and provides asset management services to other renewable energy investment vehicles. We seek to acquire and operate high-quality projects that sell clean power under long-term contracts to high-creditworthy counterparties such as utilities, municipalities, and corporations. We are long-term owner-operators, who strive to be good stewards of the land and responsible members of the communities in which we operate. Greenbacker conducts its asset management business through its wholly owned subsidiary, Greenbacker Capital Management, LLC, an SEC-registered investment adviser. We believe our focus on power production and asset management creates value that we can then pass on to our shareholders—while facilitating the transition toward a clean energy future. For more information, please visit www.greenbackercapital.com.
| Greenbacker media contact | |
| Chris Larson | |
| Media Communications | |
| 646.569.9532 | |
| c.larson@greenbackercapital.com |
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. Although Greenbacker believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Greenbacker undertakes no obligation to update any forward-looking statement contained herein to conform to actual results or changes in its expectations.
1 Total assets and megawatts statistics include those projects where the Company has contracted for the acquisition of the project pursuant to a Membership Interest Purchase Agreement (“MIPA”). Portfolio metrics are unaudited estimates and subject to change.
2 Data is as of June 30, 2023.
3 EPA Greenhouse Gas Equivalencies Calculator. Data is as of June 30, 2023.
4 Green jobs are calculated from the International Renewable Energy Agency's measurement that one megawatt of renewable power supports approximately 4 jobs. Data is as of June 30, 2023.
Cover |
Aug. 17, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Aug. 17, 2023 |
| Entity File Number | 000-55610 |
| Entity Registrant Name | GREENBACKER RENEWABLE ENERGY CO LLC |
| Entity Central Index Key | 0001563922 |
| Entity Tax Identification Number | 80-0872648 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 230 Park Avenue |
| Entity Address, Address Line Two | Suite 1560 |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10169 |
| City Area Code | 646 |
| Local Phone Number | 237-7884 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
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