EX-99.1

0000950170-24-102928.txt : 20240903 0000950170-24-102928.hdr.sgml : 20240903 20240903171710 ACCESSION NUMBER: 0000950170-24-102928 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240829 FILED AS OF DATE: 20240903 DATE AS OF CHANGE: 20240903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCM Denali Equity Holdings, LP CENTRAL INDEX KEY: 0002027945 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 241275056 BUSINESS ADDRESS: STREET 1: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.891.2100 MAIL ADDRESS: STREET 1: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cerberus Capital Management II, L.P. CENTRAL INDEX KEY: 0002027951 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 241275057 BUSINESS ADDRESS: STREET 1: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.891.2100 MAIL ADDRESS: STREET 1: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCM Denali Equity Holdings GP, LLC CENTRAL INDEX KEY: 0002027946 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 241275055 BUSINESS ADDRESS: STREET 1: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.891.2100 MAIL ADDRESS: STREET 1: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Eos Energy Enterprises, Inc. CENTRAL INDEX KEY: 0001805077 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3920 PARK AVENUE CITY: EDISON STATE: NJ ZIP: 08820 BUSINESS PHONE: (732) 225-8400 MAIL ADDRESS: STREET 1: 3920 PARK AVENUE CITY: EDISON STATE: NJ ZIP: 08820 FORMER COMPANY: FORMER CONFORMED NAME: B. Riley Principal Merger Corp. II DATE OF NAME CHANGE: 20200227 4 1 ownership.xml 4 X0508 4 2024-08-29 0001805077 Eos Energy Enterprises, Inc. EOSE 0002027951 Cerberus Capital Management II, L.P. 875 THIRD AVENUE 11TH FLOOR NEW YORK NY 10022 true false true false 0002027945 CCM Denali Equity Holdings, LP 875 THIRD AVENUE 11TH FLOOR NEW YORK NY 10022 true false true false 0002027946 CCM Denali Equity Holdings GP, LLC 875 THIRD AVENUE 11TH FLOOR NEW YORK NY 10022 true false true false false Series A-2 Non-Voting Non-Convertible Preferred Stock 2024-08-29 4 A false 7 A 7 I See Footnotes Pursuant to the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto (the "Lenders"), and CCM Denali Debt Holdings, LP, as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), on August 29, 2024, the Issuer submitted a borrowing request under the Credit Agreement, the Lenders funded the full amount of the scheduled $30 million delayed draw term loan under the Credit Agreement, and in connection with such draw and pursuant to the terms and conditions of the Credit Agreement and Securities Purchase Agreement, (Continued from footnote 1) the Issuer issued 7 shares of a newly designated Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity, with the number of shares of such series having a liquidation value as if such shares were convertible into an aggregate of 28,806,463 shares of common stock, par value $0.0001 per share (the "Common Stock") of the Issuer. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024, is obtained, the Series A-2 Preferred Stock will be convertible into a number of shares of Series B-2 Preferred Stock that are convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity. Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Nicholas P. Robinson and Gregory Nixon, each an employee of an affiliate of the Reporting Persons, are directors of Eos Energy Enterprises, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization of the Issuer. CERBERUS CAPITAL MANAGEMENT II, L.P., Name: /s/ Alexander D. Benjamin, Title: Senior Managing Director and Chief Legal Officer 2024-09-03 CCM DENALI EQUITY HOLDINGS, LP, By: CCM Denali Equity Holdings GP, LLC, Name: /s/ Alexander D. Benjamin, Title: Manager 2024-09-03 CCM DENALI EQUITY HOLDINGS GP, LLC, Name: /s/ Alexander D. Benjamin, Title: Manager 2024-09-03 EX-99.1 2 eose-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Form 4 Joint Filer Information

     
Name:
 
CCM Denali Equity Holdings, LP

     
Address:
 
875 Third Avenue
11th Floor
New York, NY 10022

     
Date of Event Requiring Statement:
 
08/29/2024

     
Name:
 
CCM Denali Equity Holdings GP, LLC

     
Address:
 
875 Third Avenue
11th Floor
New York, NY 10022

     
Date of Event Requiring Statement:
 
08/29/2024