MN8 Energy to acquire Greenbacker creating a top-three U.S. renewable independent power producer
Strategic Rationale
Why this combination, why now
Top three U.S. clean power platform
Highly visible financial trajectory
Broader market access
A contractual liquidity framework5 in the merger agreement, including commercially reasonable efforts to pursue a public offering following closing enables shareholders to participate in long-term value creation.
Favorable market tailwinds
- 1Includes assets under construction; solar capacity presented on a MWdc basis; wind and storage capacity presented on a MWac basis. Combined total reflect a blend of MWdc and MWac and are not directly additive on a like-for-like basis.
- 2Pro forma U.S. independent power producer ranking by renewable generation capacity, excluding Utilities. Source: S&P Global.
- 3Represents 2025 actual combined Adjusted EBITDA and P&I of $359MM, plus pro forma $122MM for combined assets under construction, net of Greenbacker assets sales in 2025 and up to approximately $20MM of annual run-rate synergies.
4Based on combined assets of both MN8 and Greenbacker.
5For shareholders electing MN8 equity, the merger agreement provides that MN8 will use commercially reasonable efforts to pursue a public offering following closing and, if a public offering does not occur within the period specified in the agreement, to make an alternative liquidity opportunity available. There can be no assurance as to whether or when any such transaction will occur. See the merger agreement filed as an exhibit to the Form 8-K.
Materials
Public filings and investor materials
Path to Close
Important dates and milestones
July 22, 2026
Transaction announcement
q3 2026
Form S-4 deemed effective by SEC
Q3-Q4 2026
Voting period begins
Q3-Q4 2026
Election period begins
Q4 2026
Special meeting of shareholders [and election deadline]
Q4 2026
Expected close
Step 1: Shareholder Action
How to vote your shares
Online
By phone
By mail
Step 2: Shareholder Action
How to elect your consideration
Online
By mail
Questions
Frequently asked questions
What is the proposed transaction?
Greenbacker Renewable Energy Company LLC (“Greenbacker”) has entered into a definitive agreement to combine with MN8 Energy, a U.S.-based independent power producer with approximately 4.3 gigawatts of operating and under-construction renewable energy capacity across 29 states. The combined company would rank among the three largest independent clean power platforms inthe United States, with approximately 6.2 GW of operating and under-construction capacity across 33 states. The transaction was unanimously approved by the Boards of Directors of both companies. Upon closing, Greenbacker would no longer operate as a standalone company and would be integrated with MN8 Energy.
What will Greenbacker shareholders receive?
Under the terms of the merger agreement, upon the consummation of the transaction, Greenbacker shareholders will receive consideration valued at approximately $1.71 per share1, payable in a combination of cash and equity in the combined company at closing, plus their pro rata share of up to $25 million in contingent cash payments based on the achievement of certain commercial milestones, representing up to approximately $0.12 per share of additional potential consideration should those milestones be achieved. Each shareholder will be able to elect cash, equity in the combined company, or a combination of the two. Because the total cash available to all Greenbacker shareholders is capped at the maximum cash election amount (as adjusted under the merger agreement and currently estimated at approximately $112.7 million)2, if Greenbacker shareholders collectively elect aggregate cash consideration in excess of the cap, the cash portion of each electing shareholder's consideration will be reduced proportionately, with the reduced amount paid in equity of the combined company instead. Per-share figures are presented before giving effect to transaction expenses and a securityholders’ representative expense fund as provided under the terms of the merger agreement; complete terms, including election procedures, proration mechanics, and the treatment of expenses and reserves, will be described in the proxy statement / prospectus.
1. Per-share figures are an estimate based on the consideration contemplated bythe merger agreement and assumes a fully diluted share count as of closing,that the entire $25 million is earned and that the cash consideration iscalculated without giving effect to transaction expenses, the shareholders’representative reserve amount or the limitation on cash available to fund cashelections. The amount and form of consideration actually received by eachholder will be subject to the election procedures, proration mechanics andother terms and adjustments set forth in the merger agreement; complete terms,including election procedures, proration mechanics, and the treatment ofexpenses and reserves, will be described in the proxy statement / prospectus.
2. Under the merger agreement, the maximum cash election amount starts with $125 million and is reduced by the $5 million securityholders’ representative expense fund, the portion of the $25 million additional consideration holdback not included in closing consideration and the cash attributable portion of net transaction expenses, each as finally determined under the merger agreement.
What do I need to do now, and what happens if I take no action?
Nothing is required of shareholders as of today. However, two separate steps will follow in due course, and they require separate actions from shareholders. First, the vote: once the proxy statement / prospectus is declared effective, shareholders of record as of the record date will receive proxy materials, and the voting period is expected to run for approximately six weeks. Second, the election: election materials are expected to be mailed approximately two weeks into the voting period, and both the voting and election processes are expected to conclude at approximately the same time prior to closing. Completing one does not complete the other; shareholders should both vote and submit an election. Under the merger agreement, a shareholder who does not submit an election will receive 100% of their consideration in equity in the combined company by default; shareholders who wish to receive cash must submit an election. Detailed instructions and deadlines will be provided in the proxy statement / prospectus and election materials.
How was the value of the transaction determined?
The transaction is the outcome of a comprehensive, Board-led review of strategic alternatives that began in March 2025 and included outreach to a broad universe of potential counterparties, multiple rounds of competitive bids, and evaluation of standalone, status quo, and dissolution alternatives. After extensive evaluation, the Greenbacker Board unanimously concluded that the MN8 Energy transaction represented the best outcome for our shareholders reasonably available. Wells Fargo and Morgan Stanley served as financial advisors to Greenbacker, and Wells Fargo delivered a fairness opinion to the Board; Freshfields US LLP served as legal counsel to Greenbacker. The complete background of the transaction, the Board’s considerations, and a description of the fairness opinion delivered to the Greenbacker board in connection with the transaction will be included in the proxy statement /prospectus.
Will there be an opportunity for future liquidity for shareholders who receive MN8 equity?
The merger agreement establishes a framework for future liquidity following the closing. Under the terms of the merger agreement, MN8 Energy has agreed to use commercially reasonable efforts to pursue a public offering following the closing and, if a public offering does not occur within a specified period, to use commercially reasonably efforts to make an alternative liquidity opportunity available at generally at a price not less than the per share transaction consideration, subject to the conditions, exceptions and timing set forth in the merger agreement. There can be no assurance as to whether or when any such transaction will occur or the terms on which it may be effected. Any future MN8 Energy offering would be described in MN8 Energy’s own filings with the SEC. The merger agreement is filed as an exhibit to Greenbacker’s Current Report on Form 8-K and is available in the Materials section above.
When is the transaction expected to close, and what approvals are required?
The transaction is currently expected to close in the fourth quarter of 2026, subject to the satisfaction or waiver of certain conditions set forth in the merger agreement, including approval by Greenbacker shareholders and MN8 members and customary regulatory approvals. Timing is subject to change; shareholders should refer to the proxy statement for definitive dates.
How and when will I be able to vote?
Once the proxy statement / prospectus is filed and mailed, shareholders of record on the record date will receive proxy materials with detailed voting instructions. Shareholders will be able to vote online, by phone, by mail, or in person at the special meeting. Approval of the transaction requires the affirmative vote of a majority of Greenbacker’s outstanding shares, so every vote matters regardless of the number of shares held. This page will be updated when voting opens.
Does this transaction affect other Greenbacker-managed funds, such as GREC II, GDEV, or GROZ?
This transaction involves Greenbacker Renewable Energy Company LLC, including its wholly owned investment management business. Greenbacker Renewable Energy Company II, Greenbacker Development Opportunities Fund, and Greenbacker Renewable Opportunity Zone Fund are separate investment vehicles with their own portfolios; their assets are not part of this transaction, and each is separately governed. However, it is important to note that Greenbacker Capital Management, an SEC-registered investment adviser, will be controlled by MN8 Energy, through its acquisition of Greenbacker Renewable Energy Company LLC. Because the transaction is expected to result in a change in ownership of Greenbacker Capital Management, the investment adviser to those vehicles, and, consistent with the Investment Advisers Act of 1940, certain customary consents and approvals relating to the vehicles’ investment management arrangements may be required in connection with the closing, and investors and financial advisors (as appropriate) in those vehicles are receiving communications specific to their vehicles. Investors and financial advisors in those vehicles should refer to those communications or contact their financial advisor with questions.
Where can I find official transaction documents, and who can I contact with questions?
The Current Report on Form 8-K, which includes key transaction documents, the joint press release and the investor presentation, are availablein the Materials section above, and the proxy statement / prospectus will be posted upon filing and will be mailed to shareholders of record. All documents filed with the SEC in connection with the proposed transaction, including materials not posted to this page, are available free of charge at sec.gov. For questions, financial advisors should contact transactionsupport@greenbackercapital.com; individual shareholders should contact their financial advisor or transactionsupport@greenbackercapital.com.
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Important Information for investors and shareholders
In connection with the proposed transaction, MN8 Energy Holdings LLC ("MN8") will file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 that will include a proxy statement of Greenbacker Renewable Energy Company, LLC ("Greenbacker") that also constitutes a prospectus of MN8, and each of MN8 and Greenbacker may file other relevant documents with the SEC regarding the proposed transaction. A definitive proxy statement / prospectus (if and when available) will be mailed to the shareholders of Greenbacker. This communication is not intended to be, and is not, a substitute for the registration statement, the proxy statement/prospectus or any other document that MN8 or Greenbacker may file with the SEC in connection with the proposed transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT / PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the registration statement, proxy statement/prospectus and other relevant documents filed with the SEC, in each case if and when such documents are filed with the SEC, on the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by MN8 will be available free of charge from MN8 on MN8’s website at www.mn8energy.com. Copies of the documents filed with the SEC by Greenbacker will be available from Greenbacker under the “Transaction Hub” section of Greenbacker’s website at www.greenbackercapital.com/transaction-hub. The information included on, or accessible through, MN8’s or Greenbacker’s website is not incorporated by reference into this communication.
No offer or solicitation
This communication is neither an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the solicitation
Greenbacker, MN8, their respective directors and certain of their respective directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies from Greenbacker shareholders in connection with the proposed transaction. Information about Greenbacker's directors and executive officers is available in Greenbacker's Form 10-K filed with the SEC on March 9, 2026, Greenbacker's Form 10-K/A filed with the SEC on April 30, 2026, and other documents subsequently filed by Greenbacker with the SEC. Information about MN8’s directors and executive officers will be set forth in the proxy statement/prospectus relating to the proposed transaction if and when it is filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct or indirect interests will be contained in the proxy statement / prospectus and other relevant materials filed with the SEC when they become available. These documents will be available free of charge from the sources indicated above.
Cautionary note regarding forward-looking statements
This communication contains “forward-looking statements” regarding the potential acquisition of Greenbacker within the meaning of the Private Securities Litigation Reform Act of 1995. Various statements in this communication, including those that express a belief, expectation, or intention, as well as those that are not statements of historical fact, are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects, revenues, income and capital spending. We generally identify forward-looking statements with the words “expect,” “may,” “will,” “should,” “would,” “could,” “should,” or their negatives, and other similar expressions. We caution all readers that the forward-looking statements contained in this communication are not guarantees of future performance, and we cannot assure any reader that such statements will prove correct or that the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the numerous risks and uncertainties. Risks and uncertainties include but are not limited to: the risk that the closing conditions for the proposed transaction will not be satisfied, including the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; the risk that Greenbacker's shareholders or MN8’s members may not approve the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require Greenbacker to pay a termination fee pursuant to the merger agreement; the possibility that competing offers or transaction proposals may be made; the risk of member or shareholder litigation relating to the proposed transaction, including resulting expense or delay; the possibility that the proposed transaction will not be completed in the expected timeframe or at all; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; potential adverse effects on the businesses of MN8 or Greenbacker during the pendency of the proposed transaction, such as the ability of MN8 and Greenbacker to attract, retain and hire key personnel and to maintain relationships with customers, suppliers and others with whom MN8 or Greenbacker does business, employee departures, diversion of management's time and attention from ordinary course business operations, or certain restrictions during the pendency of the proposed transaction that may impact MN8’s or Greenbacker’s ability to pursue certain business opportunities or strategic transactions; the risks related to non-achievement of any milestone on which the amount of earned additional consideration depends and that Greenbacker shareholders will not receive all or any portion of the additional consideration holdback amount; the potential that the expected benefits, synergies, and opportunities of the proposed transaction may not be realized or may take longer to realize than expected; and risks related to the integration of Greenbacker into MN8 subsequent to the closing of the proposed transaction and the timing of such integration, including the risk that the combined company may not be able to achieve the expected growth prospects. A further list and descriptions of these risks, uncertainties and other factors can be found in Greenbacker’s Annual Report on Form 10-K for the fiscal year ended 2025, including in the sections captioned “Forward-Looking Statements” and “Item 1A. Risk Factors,” and in its subsequent Quarterly Reports on Form 10-Q, and other filings with the SEC. We undertake no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.
NON-gaap financial measures
This communication references certain non-GAAP financial measures, including Pro Forma Adjusted EBITDA, which management uses as supplemental indicators of operating performance. These measures have limitations, are not defined uniformly across companies, and should not be considered substitutes for measures prepared in accordance with GAAP. Pro forma and projected figures are preliminary, illustrative and unaudited, and remain subject to confirmation in the definitive proxy statement/prospectus. MN8 Energy has not provided projected net income from the assets to be acquired, the most comparable financial measure calculated in accordance with GAAP, or a reconciliation of Pro Forma Adjusted EBITDA to projected net income of the assets to be acquired. MN8 Energy does not control the assets to be acquired or prepare the related financial statements. MN8 Energy is unable to provide projected net income of the assets to be acquired or a reconciliation of the Pro Forma Adjusted EBITDA of the assets to be acquired to projected net income from those assets. Pro Forma Adjusted EBITDA for the Combined Company is defined as net income (loss) before income tax expense (benefit), interest expense, net, depreciation, amortization and accretion, contract amortization, (gain) loss on sale leaseback buyouts and terminated obligations, legal settlements, loss on extinguishment of debt, equity compensation, adjustments to reflect pro-rata share of Adjusted EBITDA from equity investments, restructuring costs and acquisition and development costs. As such, MN8 Energy does not have sufficient information to project net income from the assets to be acquired, nor does MN8 Energy have sufficient information regarding all of the reconciling items that may exist between Pro Forma Adjusted EBITDA and projected net income for the assets to be acquired. Therefore, projected net income of the assets to be acquired and a reconciliation of Pro Forma Adjusted EBITDA of the assets to projected net income from those assets are not available without unreasonable effort.