EX-99.1

0000950170-24-106014.txt : 20240912 0000950170-24-106014.hdr.sgml : 20240912 20240912173856 ACCESSION NUMBER: 0000950170-24-106014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240910 FILED AS OF DATE: 20240912 DATE AS OF CHANGE: 20240912 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: 241295883 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: 241295884 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: 241295882 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 2024-09-10 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-1 Non-Voting Non-Convertible Preferred Stock 2024-09-10 4 D false 59 D 0 I See Footnotes Series A-2 Non-Voting Non-Convertible Preferred Stock 2024-09-10 4 D false 7 D 0 I See Footnotes Series A-1 Non-Voting Non-Convertible Preferred Stock 2024-09-10 4 A false 59 A Series B-1 Non-Voting Convertible Preferred Stock 31.9401 59 I See Footnotes Series A-2 Non-Voting Non-Convertible Preferred Stock 2024-09-10 4 A false 7 A Series B-2 Non-Voting Convertible Preferred Stock 28.8065 7 I See Footnotes Series A-1 Non-Voting Non-Convertible Preferred Stock 2024-09-12 4 M false 59 D Series B-1 Non-Voting Convertible Preferred Stock 31.9401 0 I See Footnotes Series A-2 Non-Voting Non-Convertible Preferred Stock 2024-09-12 4 M false 7 D Series B-2 Non-Voting Convertible Preferred Stock 28.8065 0 I See Footnotes Series B-1 Non-Voting Convertible Preferred Stock 2024-09-12 4 M false 31.9401 A Common Stock 31940063 31.9401 I See Footnotes Series B-2 Non-Voting Convertible Preferred Stock 2024-09-12 4 M false 28.8065 A Common Stock 28806463 28.8065 I See Footnotes As previously disclosed, pursuant to the terms of 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, 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"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. 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 ("Stockholder Approval") were obtained, (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. 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 2024-09-12 CCM DENALI EQUITY HOLDINGS, LP, By: CCM Denali Equity Holdings GP, LLC, Name: /s/ Alexander D. Benjamin, Title: Manager 2024-09-12 CCM DENALI EQUITY HOLDINGS GP, LLC, Name: /s/ Alexander D. Benjamin, Title: Manager 2024-09-12 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:
 
09/10/2024

     
Name:
 
CCM Denali Equity Holdings GP, LLC

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

     
Date of Event Requiring Statement:
 
09/10/2024