Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Sunlight Financial Holdings Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
86738J106
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 86738J106 | Schedule 13G | Page 1 of 15 |
| 1 |
Names of Reporting Persons
ECP ControlCo, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,155,380 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,155,380 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,155,380 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.1% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 86738J106 | Schedule 13G | Page 2 of 15 |
| 1 |
Names of Reporting Persons
Energy Capital Partners IV, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,155,380 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,155,380 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,155,380 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.1% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 86738J106 | Schedule 13G | Page 3 of 15 |
| 1 |
Names of Reporting Persons
Energy Capital Partners GP IV, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,155,380 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,155,380 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,155,380 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86738J106 | Schedule 13G | Page 4 of 15 |
| 1 |
Names of Reporting Persons
Energy Capital Partners IV-A, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,155,380 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,155,380 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,155,380 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86738J106 | Schedule 13G | Page 5 of 15 |
| 1 |
Names of Reporting Persons
Energy Capital Partners IV-B (Hill City IP), LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,155,380 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,155,380 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,155,380 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86738J106 | Schedule 13G | Page 6 of 15 |
| 1 |
Names of Reporting Persons
Energy Capital Partners IV-C, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,155,380 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,155,380 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,155,380 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86738J106 | Schedule 13G | Page 7 of 15 |
| 1 |
Names of Reporting Persons
Energy Capital Partners IV-D, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,155,380 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,155,380 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,155,380 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86738J106 | Schedule 13G | Page 8 of 15 |
| 1 |
Names of Reporting Persons
Hill City Holdings GP, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,155,380 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,155,380 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,155,380 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.1% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 86738J106 | Schedule 13G | Page 9 of 15 |
| 1 |
Names of Reporting Persons
Hill City Holdings, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,155,380 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,155,380 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,155,380 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
5.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86738J106 | Schedule 13G | Page 10 of 15 |
| ITEM 1. (a) | Name of Issuer: |
Sunlight Financial Holdings Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
101 North Tryon Street, Suite 1000, Charlotte, NC 28246
| ITEM 2. (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
ECP ControlCo, LLC
Energy Capital Partners IV, LLC
Energy Capital Partners GP IV, LP
Energy Capital Partners IV-A, LP
Energy Capital Partners IV-B (Hill City IP), LP
Energy Capital Partners IV-C, LP
Energy Capital Partners IV-D, LP
Hill City Holdings GP, LLC
Hill City Holdings, LP
| (b) | Address or Principal Business Office: |
The principal business address of each of the Reporting Persons is c/o ECP, 40 Beechwood Road, Summit, NJ 07901.
| (c) | Citizenship of each Reporting Person is: |
Each of the Reporting Persons is organized under the laws of Delaware.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
86738J106
| ITEM 3. |
|
Not applicable.
| CUSIP No. 86738J106 | Schedule 13G | Page 11 of 15 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2022, based upon 82,026,904 shares of Class A Common Stock outstanding as of November 7, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| ECP ControlCo, LLC |
4,155,380 | 5.1 | % | 0 | 4,155,380 | 0 | 4,155,380 | |||||||||||||||||
| Energy Capital Partners IV, LLC |
4,155,380 | 5.1 | % | 0 | 4,155,380 | 0 | 4,155,380 | |||||||||||||||||
| Energy Capital Partners GP IV, LP |
4,155,380 | 5.1 | % | 0 | 4,155,380 | 0 | 4,155,380 | |||||||||||||||||
| Energy Capital Partners IV-A, LP |
4,155,380 | 5.1 | % | 0 | 4,155,380 | 0 | 4,155,380 | |||||||||||||||||
| Energy Capital Partners IV-B (Hill City IP), LP |
4,155,380 | 5.1 | % | 0 | 4,155,380 | 0 | 4,155,380 | |||||||||||||||||
| Energy Capital Partners IV-C, LP |
4,155,380 | 5.1 | % | 0 | 4,155,380 | 0 | 4,155,380 | |||||||||||||||||
| Energy Capital Partners IV-D, LP |
4,155,380 | 5.1 | % | 0 | 4,155,380 | 0 | 4,155,380 | |||||||||||||||||
| Hill City Holdings GP, LLC |
4,155,380 | 5.1 | % | 0 | 4,155,380 | 0 | 4,155,380 | |||||||||||||||||
| Hill City Holdings, LP |
4,155,380 | 5.1 | % | 0 | 4,155,380 | 0 | 4,155,380 | |||||||||||||||||
Hill City Holdings, LP is the record holder of 4,155,380 shares of Class A Common Stock. ECP ControlCo, LLC is the managing member of Energy Capital Partners IV, LLC, which is the general partner of Energy Capital Partners GP IV, LP, which is the general partner of each of Energy Capital Partners IV-A, LP, Energy Capital Partners IV-B (Hill City IP), LP, Energy Capital Partners IV-C, LP and Energy Capital Partners IV-D, LP, which are the members of Hill City Holdings GP, LLC, which is the general partner of Hill City Holdings, LP.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| CUSIP No. 86738J106 | Schedule 13G | Page 12 of 15 |
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 86738J106 | Schedule 13G | Page 13 of 15 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2023
| ECP ControlCo, LLC | ||
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Energy Capital Partners IV, LLC | ||
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Energy Capital Partners GP IV, LP | ||
| By: | Energy Capital Partners IV, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Energy Capital Partners IV-A, LP | ||
| By: | Energy Capital Partners GP IV, LP, its general partner | |
| By: | Energy Capital Partners IV, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| CUSIP No. 86738J106 | Schedule 13G | Page 14 of 15 |
| Energy Capital Partners IV-B (Hill City IP), LP | ||
| By: | Energy Capital Partners GP IV, LP, its general partner | |
| By: | Energy Capital Partners IV, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Energy Capital Partners IV-C, LP | ||
| By: | Energy Capital Partners GP IV, LP, its general partner | |
| By: | Energy Capital Partners IV, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Energy Capital Partners IV-D, LP | ||
| By: | Energy Capital Partners GP IV, LP, its general partner | |
| By: | Energy Capital Partners IV, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Hill City Holdings GP, LLC | ||
| By: | /s/ Jennifer Gray | |
| Name: | Jennifer Gray | |
| Title: | Executive Vice President and Secretary | |
| Hill City Holdings, LP | ||
| By: | Hill City Holdings GP, LLC, its general partner | |
| By: | /s/ Jennifer Gray | |
| Name: | Jennifer Gray | |
| Title: | Executive Vice President and Secretary | |
| CUSIP No. 86738J106 | Schedule 13G | Page 15 of 15 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement. | |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 10, 2023.
| ECP ControlCo, LLC | ||
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Energy Capital Partners IV, LLC | ||
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Energy Capital Partners GP IV, LP | ||
| By: | Energy Capital Partners IV, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Energy Capital Partners IV-A, LP | ||
| By: | Energy Capital Partners GP IV, LP, its general partner | |
| By: | Energy Capital Partners IV, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Energy Capital Partners IV-B (Hill City IP), LP | ||
| By: | Energy Capital Partners GP IV, LP, its general partner | |
| By: | Energy Capital Partners IV, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Energy Capital Partners IV-C, LP | ||
| By: | Energy Capital Partners GP IV, LP, its general partner | |
| By: | Energy Capital Partners IV, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Energy Capital Partners IV-D, LP | ||
| By: | Energy Capital Partners GP IV, LP, its general partner | |
| By: | Energy Capital Partners IV, LLC, its general partner | |
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Christopher M. Leininger | |
| Name: | Christopher M. Leininger | |
| Title: | Partner and General Counsel | |
| Hill City Holdings GP, LLC | ||
| By: | /s/ Jennifer Gray | |
| Name: | Jennifer Gray | |
| Title: | Executive Vice President and Secretary | |
| Hill City Holdings, LP | ||
| By: | Hill City Holdings GP, LLC, its general partner | |
| By: | /s/ Jennifer Gray | |
| Name: | Jennifer Gray | |
| Title: | Executive Vice President and Secretary | |