Altus Power, Inc. , a market-leading clean electrification company, and CBRE Acquisition Holdings, Inc. (NYSE: CBAH) today announced a definitive agreement for a business combination that would result in Altus Power becoming a public company listed on the New York Stock Exchange under the new ticker symbol “AMPS”. CBAH is a special-purpose acquisition company sponsored by CBRE Group, Inc., the world’s largest commercial real estate services firm.
Headquartered in Greenwich, Connecticut, Altus Power is currently wholly-owned by its management team and Blackstone Credit, and delivers savings and sustainability benefits to its rapidly growing pool of commercial, public sector, and community solar customers. Altus Power serves its customers by offering locally-sited solar generation, energy storage, and EV-charging stations across the U.S. Since its founding in 2009, Altus Power has constructed or acquired more than 200 distributed generation solar facilities totaling more than 265 megawatts from Vermont to Hawaii. The Company expects to end 2021 with a solar asset portfolio of more than 400 megawatts. Altus Power has generated significant EBITDA since 2017.
Transaction Overview
The transaction is anticipated to generate gross proceeds of up to approximately $678 million of cash, assuming no redemptions by CBAH’s public stockholders, which will be used to fund the Company’s growth initiatives and strengthen the combined company’s balance sheet. Proceeds include a $275 million fully-committed common stock PIPE (the “PIPE”), anchored by CBRE Group, Inc. and existing investors, including Altus Power management and Blackstone Credit, as well as new investors, including ValueAct Capital, Liberty Mutual Investments and other leading institutional investors. The pro forma implied equity value of the combined company is $1.58 billion at the $10 per share price in the transaction, and assuming no redemptions by CBAH’s public stockholders.
Demonstrating the deep alignment of CBRE with Altus Power’s business success, CBRE’s sponsor economics are deliberately designed to be tied to the long-term performance of Altus Power. Unlike traditional SPAC incentive structures, CBRE receives no upfront sponsor shares but instead earns its incentive as Altus Power shares appreciate in value over time.
Altus Power’s leadership will remain intact, with Lars Norell and Gregg Felton continuing as Co-Chief Executive Officers of the combined company. Messrs. Norell and Felton will work alongside the Company’s current executive team. The Board of Directors of the combined company will include representation from Altus Power, CBRE, Blackstone Credit and ValueAct Capital, and have a majority of independent directors.
The transaction has been unanimously approved by the board of Altus Power and unanimously approved by the board of CBAH after receiving the unanimous recommendation of its special committee. Completion of the proposed transaction is subject to customary closing conditions, including the approval of CBAH’s stockholders (including approval by CBAH’s stockholders holding a majority of the voting power of the stockholders who are not affiliated with CBRE Group, Inc. or executive officers of CBAH), and is expected to occur in the fourth calendar quarter of 2021.
Management and Sponsor Commentary
“The CBRE partnership we are announcing today, through the proposed combination with CBAH, will allow Altus Power to leverage the strength and reach of the world’s largest real estate services company, along with Blackstone’s exceptional, long-standing sponsorship, further enhancing our ability to serve corporate and public clients with onsite clean energy generation and storage,” said Lars Norell, Co-Chief Executive Officer and Director of Altus Power. “We are very excited about the opportunity to supply real estate investors and occupiers – many of whom will come to us through our relationship with CBRE — with clean energy savings and sustainability benefits using a data-driven approach to design and build onsite solar generation facilities, energy storage, and EV-charging for vehicles and fleets – while preparing for a networked future that will have these systems work in tandem and across multiple buildings to produce value for commercial, industrial, municipal and community solar customers.”
Gregg Felton, Co-Chief Executive Officer and Director of Altus Power, added “Our more than decade-long track record of designing, constructing, owning, and operating solar generation assets, our unique access to investment grade funding, along with our prospective public company balance sheet and the incredible partnership with CBRE, combine to make Altus Power the ideal provider of solar generation and storage assets across the country. With sponsorship and support from both CBRE and Blackstone, Altus Power will be the undisputed leader in clean electrification.”
“This transaction will deliver the financial and strategic resources to accelerate Altus Power’s growth plan and drive long-term shareholder value creation,” Bill Concannon, Chief Executive Officer of CBAH said. “CBRE is excited to help Altus Power bring its clean energy solutions and expertise to support our clients in reducing their carbon footprint and meeting their other sustainability goals. This is an increasingly urgent imperative for real estate occupiers and investors alike.”
“We are proud of the long-standing partnership with Altus Power and look forward to participating in their future growth,” said Rob Horn, Co-Head of Energy Investing at Blackstone Credit. “Altus Power has established itself as a market leader and is already helping Blackstone deploy solar across our own portfolio. This new partnership with CBRE provides a tremendous opportunity to deliver solar and electrification services to more businesses and real estate owners looking to enhance their profitability and meet sustainability objectives.”
Advisors
Citi acted as exclusive financial advisor to Altus Power. Fifth Third Securities acted as capital markets advisor to Altus Power. Morgan Stanley and J.P. Morgan acted as financial advisors to CBAH. Morgan Stanley acted as CBAH’s lead placement agent on the PIPE. Citi and J.P. Morgan acted as CBAH’s placement agents on the PIPE. Simpson Thacher & Bartlett LLP served as legal counsel to CBAH. Ropes & Gray LLP served as legal counsel to Altus Power. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to the placement agents. Potter Anderson & Corroon LLP served as legal counsel to the special committee of the CBAH board.
About Altus Power
Altus Power, based in Greenwich, Connecticut, is creating a clean electrification ecosystem, serving its commercial, public sector and community solar customers with locally-sited solar generation, energy storage, and EV-charging stations across the U.S. Since its founding in 2009, Altus Power has developed or acquired more than 200 distributed generation facilities totaling in excess of 265 megawatts from Vermont to Hawaii. Visit altuspower.com to learn more.
About CBAH
CBAH is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The parent of our sponsor, CBRE, is the world’s largest commercial real estate services and investment firm, based on 2020 revenue, with leading market positions in leasing, property sales, occupier outsourcing, property management, valuation, real estate development and investment and other business lines.
