ESGEN Acquisition Corp. (“ESGEN”) (Nasdaq:
ESACU, ESAC, ESACW), a special purpose acquisition
company, and
Sunergy Renewables, LLC
(“Sunergy” or the “Company”), a leading
Florida-based provider of residential solar and energy efficiency
solutions, today announced amended transaction terms for its
pending business combination (the “Transaction” or the “Business
Combination”) that would result in the combined company becoming a
publicly listed company on the Nasdaq Stock Exchange.
By the updated terms of the Transaction, ESGEN’s sponsor, ESGEN
LLC (the “Sponsor”) has committed to purchase up to $15 million in
Convertible Preferred Equity Securities (the “Convertible Preferred
Securities”), of which $10 million will be funded at the close of
the Business Combination and the remaining $5 million can be funded
at the combined company’s discretion up to six months after
closing. The purchase of the Convertible Preferred Securities will
be funded by Energy Spectrum Partners VIII LP (“Energy Spectrum”).
The updated pro forma implied enterprise value of the combined
company is expected to be $390 million, and proceeds are expected
to be used to fund operations and growth.
“We’re confident that these updated terms will allow Sunergy to
hit the ground running in the public markets,” said Sunergy CEO Tim
Bridgewater. “With our proprietary, differentiated approach to
selling residential solar systems, we’ve demonstrated a strong
track record of financial performance and profitability. This
amendment to our business combination terms highlights ESGEN’s
continued partnership and commitment to supporting our team as we
execute our growth strategy in 2024 and beyond.”
“We set out to partner with a stable, innovative, and profitable
company, and are confident that our combination with Sunergy will
accelerate our path towards being a key player in the residential
solar market,” said ESGEN CEO Andrejka Bernatova. “This amendment
is an indication of our commitment to Sunergy as a capable partner
that will help us achieve our goals, and we look forward to our
future with Tim and the Sunergy team.”
“This amendment to our business combination terms represents a
significant progression in our partnership with Sunergy,” said
ESGEN CFO Nader Daylami. “We believe that these restructured terms
position Sunergy to unlock growth both organically and through
future M&A moving forward.”
The amended terms of the Transaction increase the original
commitment from Energy Spectrum, in which Energy Spectrum’s
participation in the common stock PIPE was agreed to be $10 million
at $10.00 per share. In addition, the Sponsor and other insiders
agreed to forfeit a total of 2.9 million founder shares at the
closing, which will leave 4.0 million founder shares remaining. The
amended terms of the Transaction also provide that 500,000
additional founder shares will be forfeited if the Convertible
Preferred Securities are redeemed or the Sponsor elects to
voluntarily convert them, in each case, within 2 years of closing.
Finally, all of the outstanding private placement warrants held by
the Sponsor and other insiders will be cancelled at the closing of
the Transaction.
After the Transaction, the Board of Directors of the combined
company will include representatives from both Sunergy and ESGEN.
The Board of Directors of ESGEN and the board of managers of
Sunergy have unanimously approved the Transaction. The Completion
of the proposed Transaction is subject to customary closing
conditions and is anticipated to occur in the first half of
2024.
Founded in 2005 and headquartered in New Port Richey, Florida,
Sunergy provides photovoltaic solar and battery-based power as well
as storage systems for residential consumers. With the Company’s
carefully assembled product portfolio of solar energy systems,
energy-efficient appliances, energy storage, insulation, and
roofing services, Sunergy seeks to provide a range of benefits to
homeowners, including meaningful utility cost savings, superior
reliability compared to alternative sources, and energy
independence.
ESGEN is backed by Energy Spectrum, a well-known energy
infrastructure investment firm with a track record of more than 25
years, $4.5 billion of total equity capital commitments, and $1.85
billion of assets under management as of September 30, 2023. The
parties believe that the investment track record, operating
experience, and strategic insight of Energy Spectrum will serve as
a catalyst to enhance the value of the combined company while
generating attractive risk-adjusted returns for its
shareholders.
For more information about the proposed Transaction, including a
copy of the original Business Combination agreement and the
accompanying investor presentation, please visit the ESGEN investor
relations website at esgen-spac.com.
AdvisorsCohen & Company Capital Markets, a
division of J.V.B. Financial Group, LLC (“CCM”), served as
exclusive financial advisor and lead capital markets advisor to
ESGEN. Kirkland & Ellis LLP served as legal counsel to ESGEN
and Energy Spectrum. Eversheds Sutherland (US) LLP and Ellenoff
Grossman & Schole LLP served as legal counsel to Sunergy.
About SunergySunergy is a Florida-based
regional provider of residential solar, distributed energy, and
energy efficiency solutions focused on high growth markets with
limited competitive saturation. With its differentiated sales
approach and vertically integrated offerings, Sunergy serves
customers who desire to reduce high energy bills and contribute to
a more sustainable future.
About ESGEN Acquisition Corp.ESGEN (Nasdaq:
ESACU, ESAC, ESACW) is a blank check company formed for the purpose
of effecting a merger, share exchange, asset acquisition, share
purchase, recapitalization, reorganization, or similar business
combination with one or more businesses or entities. ESGEN is led
by Chief Executive Officer, Andrejka Bernatova and Chief Financial
Officer, Nader Daylami, and is affiliated with Energy Spectrum
Capital, a Dallas-based private investment firm with long-standing
experience building companies across the energy infrastructure
landscape over multiple decades.
Forward-Looking StatementsThis news release
contains forward-looking statements within the meaning of section
27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Exchange Act of 1934, as amended,
that are based on beliefs and assumptions and on information
currently available to ESGEN and Sunergy. Forward-looking
statements include, but are not limited to, statements that refer
to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions. The
words “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,”
“project,” “estimate,” “expect,” “strategy,” “future,” “likely,”
“may,” “should,” “will” and similar references to future periods
may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking.
Forward-looking statements may include, for example, statements
about ESGEN’s and Sunergy’s ability to effectuate the proposed
business combination discussed in this news release; the benefits
of the proposed business combination; the future financial
performance of the combined company following the transactions;
changes in ESGEN’s or Sunergy’s strategy, future operations,
financial position, estimated revenues and losses, projected costs,
prospects, the ability to raise additional funds prior to the
closing of the business combination and plans and objectives of
management. These forward-looking statements are based on
information available as of the date of this news release, and
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as
representing ESGEN’s or Sunergy’s views as of any subsequent date,
and none of ESGEN or Sunergy undertakes any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. You should not place undue reliance on
these forward-looking statements. As a result of a number of known
and unknown risks and uncertainties, ESGEN’s and Sunergy’s actual
results or performance may be materially different from those
expressed or implied by these forward-looking statements. Some
factors that could cause actual results to differ include:
(i) the timing to complete the proposed business combination;
(ii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreements relating to the proposed business
combination; (iii) the outcome of any legal proceedings that may be
instituted against ESGEN, Sunergy or others following announcement
of the proposed business combination; (iv) the inability to
complete the proposed business combination due to the failure to
obtain the approval of ESGEN stockholders; (v) the combined
company’s success in retaining or recruiting, or changes required
in, its officers, key employees or directors following the proposed
business combination; (vi) the combined company’s ability to obtain
the listing of its common stock and warrants on the Nasdaq
following the proposed business combination; (vii) the risk that
the proposed business combination disrupts current plans and
operations of Sunergy as a result of the announcement and
consummation of the proposed business combination; (viii) the
ability to recognize the anticipated benefits of the proposed
business combination; (ix) unexpected costs related to the proposed
business combination; (x) the amount of any redemptions by public
stockholders of ESGEN being greater than expected; (xi) the
management and board composition of the combined company following
the proposed business combination; (xii) limited liquidity and
trading of the combined company’s securities; (xiii) the use of
proceeds not held in ESGEN’s trust account or available from
interest income on the trust account balance; (xiv) geopolitical
risk and changes in applicable laws or regulations; (xv) the
possibility that ESGEN, Sunergy or the combined company may be
adversely affected by other economic, business, and/or competitive
factors; (xvi) operational risk; (xvii) litigation and regulatory
enforcement risks, including the diversion of management time and
attention and the additional costs and demands on Sunergy’s
resources; (xviii) the risks that the consummation of the proposed
business combination is substantially delayed or does not occur;
and (xix) other risks and uncertainties, including those to be
included under the heading “Risk Factors” in the registration
statement on Form S-4 (as may be amended from time to time, the
“Registration Statement”) filed by ESGEN with the SEC and those
included under the heading “Risk Factors” in ESGEN’s Annual Report
on Form 10-K for the year ended December 31, 2022 (the “Annual
Report”) and in its subsequent periodic reports and other filings
with the SEC. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements
as a representation or warranty by ESGEN, Sunergy, their respective
directors, officers or employees or any other person that ESGEN and
Sunergy will achieve their objectives and plans in any specified
time frame, or at all. The forward-looking statements in this news
release represent the views of ESGEN and Sunergy as of the date of
this news release. Subsequent events and developments may cause
that view to change. However, while ESGEN and Sunergy may elect to
update these forward-looking statements at some point in the
future, there is no current intention to do so, except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing the views of
ESGEN or Sunergy as of any date subsequent to the date of this news
release.
No Offer or SolicitationThis news release
relates to a proposed business combination between ESGEN and
Sunergy. This document does not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the potential transaction and does
not constitute an offer to sell or exchange, or the solicitation of
an offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Important Information for Investors and Stockholders and
Where to Find ItIn connection with the proposed business
combination between ESGEN and Sunergy, ESGEN filed the Registration
Statement that includes a preliminary proxy statement/prospectus of
ESGEN, and after the Registration Statement is declared effective,
ESGEN will mail a definitive proxy statement/prospectus relating to
the proposed business combination to ESGEN’s stockholders. The
Registration Statement, including the proxy statement/prospectus
contained therein, when declared effective by the SEC, will
contain important information about the proposed business
combination and the other matters to be voted upon at a meeting of
ESGEN’s stockholders to be held to approve the proposed business
combination (and related matters). This news release does not
contain all the information that should be considered concerning
the proposed business combination and other matters and is not
intended to provide the basis for any investment decision or any
other decision in respect of such matters. ESGEN may also file
other documents with the SEC regarding the proposed
business combination. ESGEN stockholders and other interested
persons are advised to read the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus and other documents filed in connection
with the proposed business combination, as these materials will
contain important information about ESGEN, Sunergy and the proposed
business combination.
When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed business combination will
be mailed to ESGEN stockholders as of a record date to be
established for voting on the proposed business combination.
Stockholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed or that will be
filed with the SEC, free of charge, by ESGEN through the
website maintained by the SEC at www.sec.gov, or by
directing a request to: ESGEN Acquisition Corporation, 5956
Sherry Lane, Suite 1400, Dallas, TX 75225.
Participants in the SolicitationESGEN and
Sunergy and their respective directors, officers and related
persons may be deemed participants in the solicitation of proxies
of ESGEN stockholders in connection with the proposed business
combination. ESGEN stockholders and other interested persons may
obtain, without charge, more detailed information regarding the
directors and officers of ESGEN, and a description of their
interests in ESGEN is contained in ESGEN’s final prospectus related
to its initial public offering, dated October 21, 2021, the
Annual Report and in ESGEN’s subsequent period reports and
other filings with the SEC. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies to ESGEN stockholders in connection with
the proposed business combination and other matters to be voted
upon at the ESGEN shareholder meeting is set forth in the
Registration Statement. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the proposed business combination will be included
in the Registration Statement that ESGEN intends to file with
the SEC. You may obtain free copies of these documents as
described in the preceding paragraph.
Sunergy Contacts
For Investors:Cody Slach and Tom ColtonGateway
Groupsunergy@gatewayir.com
For Media: Zach Kadletz and Anna RutterGateway
Groupsunergy@gatewayir.com
ESGEN Acquisition Corp. Contacts
For Media & Investors:Nader Daylaminader@esgen-spac.com
ESGEN Acquisition (NASDAQ:ESAC)
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