Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 15, 2024

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Altus Power, Inc.

(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation or organization)	001-39798 (Commission File Number)	85-3448396 (I.R.S. Employer Identification Number)
2200 Atlantic Street, 6th Floor Stamford, CT 06902
(Address of principal executive offices and zip code)
(203) 698-0090
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $.0001	AMPS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 - Regulation FD Disclosure

On October 15, 2024, Altus Power, Inc. (the “Company”) announced that a formal review of strategic alternatives has been underway by its Board of Directors, the goal of which is to assess and determine the strategic alternatives that will unlock shareholder value and optimize access to capital for the company. The Company does not intend to comment further until the Board has approved a specific transaction, the process has otherwise concluded, or the Company has otherwise determined that further disclosure is appropriate or necessary. There is no assurance that the review will result in completion of any particular transaction or of any particular outcome.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information in this Item 7.01 to this Form 8-K and the exhibits attached hereto pursuant to this Item shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference in any filing under the Exchange Act. Cautionary Note on Forward-Looking Statements For more information regarding the forward-looking statements included in this report (including Exhibit 99.1 attached hereto), see the section titled "Cautionary Statements and Risk Factors That May Affect Future Results" included in Exhibit 99.1, which information is incorporated here by reference.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.						Description
99.1						P ress release issued by Altus Power, Inc. dated October 15, 2024 .
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 15th day of October, 2024.


Altus Power, Inc.

By:			/s/ Gregg J. Felton
Name:			Gregg J. Felton
Title:			Chief Executive Officer and Director

FOR IMMEDIATE RELEASE

Altus Power Announces Ongoing Review of Strategic Alternatives

Stamford, Conn.- Oct. 15, 2024 - Altus Power (NYSE: AMPS), the largest commercial scale provider of clean electric power, today announced that a formal review of strategic alternatives has been underway by its Board of Directors. The goal of the comprehensive review is to assess and determine the strategic alternatives that will unlock shareholder value and optimize access to capital for the company

“Our goal is to ensure that Altus Power is structured for long-term success in a growth industry with strong secular tailwinds and large market opportunity,” said Gregg Felton, Chief Executive Officer of Altus Power.

“The ongoing disconnect between the share price and our view of intrinsic value gives the Board and management confidence that exploring alternative ownership structures is a prudent course to maximize value for our investors, partners, customers and employees,” said Christine Detrick, Board Chair of Altus Power.

As part of this strategic evaluation, Altus Power reaffirms its guidance for fiscal year 2024.

Altus Power has retained Moelis & Company LLC and Latham & Watkins to assist with this review and expects the process to be completed by the first half of 2025. Altus Power does not intend to comment further until the Board has approved a specific transaction, the process has otherwise concluded, or the company has otherwise determined that further disclosure is appropriate or necessary. There is no assurance that the review will result in completion of any particular transaction or of any particular outcome.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements may be identified by the use of words such as "aims," "believes," "expects," "intends," "aims", "may," “could,” "will," "should," "plans," “projects,” “forecasts,” “seeks,” “anticipates,” “goal,” “objective,” “target,” “estimate,” “future,” “outlook,” "strategy," “view,” “vision,” or variations of such words or similar terminology that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to Altus Power’s future prospects, developments and business strategies. These statements are based on Altus Power’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Altus Power’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the possibility that the announced review of strategic

alternatives may not achieve its objectives, (2) the risk that pending acquisitions may not close in the anticipated timeframe or at all due to a closing condition not being met; (3) failure to obtain required consents or regulatory approvals in a timely manner or otherwise; (4) the ability of Altus Power to successfully integrate the acquisition of solar assets into its business and generate profit from their operations; (5) the ability of Altus Power to retain customers and maintain and expand relationships with business partners, suppliers and customers; (6) the risk of litigation and/or regulatory actions related to the proposed acquisition of solar assets; and (7) the possibility that Altus Power may be adversely affected by other economic, business, regulatory, credit risk and/or competitive factors.

Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found under the heading “Risk Factors” in Altus Power’s Form 10-K filed with the Securities and Exchange Commission on March 14th, 2024, as well as the other information we file with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made and the information and assumptions underlying such statement as we know it and on the date such statement was made, and except as required by applicable law, Altus Power undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.

This press release is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Altus Power and is not intended to form the basis of an investment decision in Altus Power. All subsequent written and oral forward-looking statements concerning Altus Power or other matters and attributable to Altus Power or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

About Altus Power

Altus Power, based in Stamford, Conn., is the largest commercial scale provider of clean electric power serving commercial, industrial, public sector and Community Solar customers with end-to-end solutions. Altus Power originates, develops, owns and operates locally-sited solar generation, energy storage and charging infrastructure across the nation. Visit www.altuspower.com to learn more.

Media Contact:

Jenny Volanakis

mediarelations@altuspower.com

Investor Contact:

Alison Sternberg

investorrelations@altuspower.com

Cover	Oct. 15, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 15, 2024
Entity Registrant Name	Altus Power, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39798
Entity Tax Identification Number	85-3448396
Entity Address, Address Line One	2200 Atlantic Street, 6th Floor
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	203
Local Phone Number	698-0090
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $.0001
Trading Symbol	AMPS
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001828723
Amendment Flag	false