DALLAS and NEW PORT RICHEY, Fla., Jan. 25, 2024 (GLOBE NEWSWIRE) — ESGEN Acquisition Corp. (Nasdaq: ESACU, ESAC, ESACW), a special purpose acquisition company, and Sunergy Renewables, LLC, a leading Florida-based provider of residential solar and energy efficiency solutions, today announced amended transaction terms for its pending 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.
Advisors
Cohen & 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 Sunergy
Sunergy 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.
