# MN8 Energy Holdings LLC — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_8c352f2e0162b2771d15 · retrieved 2026-08-11T16:15:05.984Z

## Overview
Greenbacker Renewable Energy Company LLC is an electric services company engaged in renewable energy operations.

MN8 Energy Holdings LLC and Greenbacker Renewable Energy Company LLC announced a proposed merger. MN8 will file a registration statement on Form S-4 that will include a proxy statement of Greenbacker and a prospectus of MN8. The merger will be submitted to Greenbacker's shareholders for their consideration. The definitive proxy statement/prospectus will be sent to Greenbacker shareholders.

## Terms
- Counterparty: MN8 Energy Holdings LLC · Deal value: $375.0M · Consideration: mixed · Stake: 11% · Price/share: $1.71

## Key dates
- Announced 2026-07-23 · Expected close 2026-12-31

## Timeline
- 2026-07-23 · 425 (0001628280-26-049222): 425 - MN8 Energy Holdings LLC — *MN8 Energy is a vertically integrated renewable energy independent power producer that develops, finances, constructs, owns, and operates solar and battery storage projects across 29 states, serving over 200 blue-chip customers including Meta, Amazon, Google, and Microsoft.* MN8 Energy Holdings LLC announced on July 22, 2026, that it has entered into a definitive agreement to acquire Greenbacker Renewable Energy Company LLC, an independent power producer operating approximately 1.9 gigawatts of renewable energy assets across 22 states. The combined platform will operate approximately 6.2 gigawatts of pro forma combined operating and under-construction capacity across 33 states, with a combined development pipeline exceeding 9.2 gigawatts, positioning the merged entity as the number three U.S. independent power producer by renewable generation capacity. The transaction is expected to close in the fourth quarter of 2026, subject to regulatory approvals including FERC Section 203, HSR Antitrust review, and Greenbacker shareholder approval. The combined company will deliver approximately $501 million of combined adjusted EBITDA with 94% of revenue contracted to investment-grade customers at an approximately 14-year weighted average PPA tenor, and includes approximately $20 million in identified annual run-rate synergies.
  https://www.sec.gov/Archives/edgar/data/2136853/0001628280-26-049222.txt
- 2026-07-23 · 425 (0001628280-26-049209): 425 - MN8 Energy Holdings LLC — *Greenbacker Renewable Energy Company LLC develops and operates renewable energy projects.* On July 21, 2026, Greenbacker Renewable Energy Company LLC entered into an Agreement and Plan of Merger with MN8 Energy Holdings LLC, MN8 Energy LLC, and Monarch Merger Sub, LLC (a wholly owned subsidiary of MN8 Energy), whereby Merger Sub will merge with and into Greenbacker, with Greenbacker surviving as a wholly owned subsidiary of MN8 Energy. The base purchase price is $375,000,000, subject to adjustment for transaction expenses, a $5,000,000 expense reserve, and a $25,000,000 Additional Consideration Holdback Amount tied to achievement of specified project milestones. Shareholders may elect to receive cash, MN8 Common Units (limited liability company interests in Holdings), or a 50/50 mix of cash and units. The transaction is subject to customary closing conditions including Hart-Scott-Rodino clearance, Federal Energy Regulatory Commission authorization under Section 203 of the Federal Power Act, New York State Public Service Commission approval, and shareholder approval. Holdings has committed to file a draft IPO registration statement within 120 days of closing and to consummate an IPO generating at least $250,000,000 in gross proceeds by the Liquidity Date (18 months post-closing), or alternatively pursue a liquidity transaction within 12 months thereafter. The Outside Date for closing is February 15, 2027, subject to automatic extension to May 15, 2027 for regulatory approvals and a further extension right of up to 40 business days. A termination fee of $11,250,000 is payable by Greenbacker under specified circumstances.
  https://www.sec.gov/Archives/edgar/data/2136853/0001628280-26-049209.txt
- 2026-07-23 · 425 (0001628280-26-049443): 425 - MN8 Energy Holdings LLC — *MN8 Energy Holdings LLC is a renewable energy company proposing to merge with Greenbacker Renewable Energy Company LLC, a renewable energy investment and management company.* MN8 Energy Holdings LLC and Greenbacker Renewable Energy Company LLC announced a proposed merger. The transaction will be submitted to Greenbacker's shareholders for approval. MN8 will file a registration statement on Form S-4 that will include a proxy statement of Greenbacker and a prospectus of MN8. The definitive proxy statement/prospectus will be sent to Greenbacker shareholders. No specific deal value, consideration type, or closing date has been disclosed in this preliminary communication.
  https://www.sec.gov/Archives/edgar/data/2136853/0001628280-26-049443.txt
- 2026-07-24 · 425 (0001628280-26-049632): 425 - MN8 Energy Holdings LLC — *MN8 Energy Holdings LLC is a company engaged in energy and transportation operations.* MN8 Energy Holdings LLC announced a proposed merger with Greenbacker Renewable Energy Company LLC. The communication was posted on MN8's official social media on July 24, 2026, with a transcript previously filed on July 22, 2026. MN8 will file a registration statement on Form S-4 that will include a proxy statement of Greenbacker and a prospectus of MN8. The merger will be submitted to Greenbacker's shareholders for their consideration. The definitive proxy statement/prospectus will be sent to Greenbacker shareholders.
  https://www.sec.gov/Archives/edgar/data/2136853/0001628280-26-049632.txt
- 2026-07-27 · 425 (0001628280-26-049851): 425 - MN8 Energy Holdings LLC — *Greenbacker Renewable Energy Company LLC owns and operates renewable energy projects, including solar and wind generation assets across multiple states with investment-grade customer contracts.* MN8 Energy Holdings LLC agreed to acquire Greenbacker Renewable Energy Company LLC in a definitive merger announced July 22, 2026. The transaction includes $350 million payable at closing in a combination of cash and equity in the combined company, plus up to $25 million in contingent consideration tied to specific commercial milestones, for a maximum total of $375 million. Greenbacker shareholders will receive approximately $1.71 per share at closing, with up to an additional $0.12 per share if commercial milestones are achieved. Shareholders may elect to receive all cash (subject to a $100 million aggregate cap), all MN8 equity, or a 50/50 mix. The combined company will operate approximately 6.2 GW of capacity across 33 states, positioning it as the third-largest clean power platform in the United States. The transaction is expected to close in the fourth quarter of 2026, subject to regulatory approvals and Greenbacker shareholder approval.
  https://www.sec.gov/Archives/edgar/data/2136853/0001628280-26-049851.txt
- 2026-07-28 · 425 (0001628280-26-050173): 425 - MN8 Energy Holdings LLC — *Greenbacker Renewable Energy Company LLC owns and operates renewable energy projects, including solar and wind generation assets across multiple states, with a portfolio of approximately 2 GW of capacity and a development pipeline.* MN8 Energy Holdings LLC agreed to acquire Greenbacker Renewable Energy Company LLC in a definitive merger announced July 22, 2026. The transaction provides $350 million in consideration payable at closing, consisting of a combination of cash, equity in the combined company, or a 50/50 mix, subject to proration mechanics, plus up to $25 million in additional contingent cash payments tied to achievement of specific commercial milestones. This equates to approximately $1.71 per Greenbacker share at closing, plus up to approximately $0.12 per share from the earnout. Greenbacker shareholders may elect to receive all cash (subject to a $100 million aggregate cap), all MN8 equity, or a 50/50 combination. The combined company will operate approximately 6.2 GW of capacity across 33 states, positioning it as the third-largest clean power platform in the United States. Closing is targeted for the fourth quarter of 2026, subject to regulatory approvals and Greenbacker shareholder approval.
  https://www.sec.gov/Archives/edgar/data/2136853/0001628280-26-050173.txt
- 2026-07-29 · 425 (0001628280-26-050645): 425 - MN8 Energy Holdings LLC — *Greenbacker Renewable Energy Company LLC is an electric services company engaged in renewable energy operations.* MN8 Energy Holdings LLC and Greenbacker Renewable Energy Company LLC announced a proposed merger. MN8 will file a registration statement on Form S-4 that will include a proxy statement of Greenbacker and a prospectus of MN8. The merger will be submitted to Greenbacker's shareholders for their consideration. The definitive proxy statement/prospectus will be sent to Greenbacker shareholders.
  https://www.sec.gov/Archives/edgar/data/2136853/0001628280-26-050645.txt

## Citations
- 0001628280-26-049222 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026049222
- 0001628280-26-049209 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026049209
- 0001628280-26-049443 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026049443
- 0001628280-26-049632 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026049632
- 0001628280-26-049851 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026049851
- 0001628280-26-050173 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026050173
- 0001628280-26-050645 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026050645