MN8 Energy to Acquire Greenbacker Renewable Energy Company LLC, Creating a Top-Tier American Power Platform

MN8 Energy Holdings LLC (MN8), a scaled power platform developing, owning, and operating energy assets for enterprise customers, with over 4.3 GW of operating and under construction renewable capacity across 29 states, and Greenbacker Renewable Energy Company LLC (Greenbacker), an Independent Power Producer (IPP) that owns a ~1.9 GW fleet of operating and under construction renewable energy assets across 22 states, announced a definitive agreement under which MN8 will acquire Greenbacker in a cash-and-equity transaction valued at up to approximately $375 million, with $350 million payable at closing, plus up to $25 million in potential additional cash payments contingent on the achievement of certain commercial milestones.

The surge in enterprise power demand, primarily driven by AI and the rapid expansion of data centers, is accelerating the need for additional generation capacity and infrastructure investment across the U.S. The transaction brings together power providers with the scale and expertise to deliver the capacity and infrastructure needed to support this accelerated expansion.

A National Platform Built to Serve the Largest Enterprise Customers

Upon closing, the combined company will rank among the three largest clean power platforms in the U.S., with over 6 GW of operating and under construction capacity across 33 states. The transaction broadens MN8's geographic reach by adding Greenbacker's presence in the Midwest and Northeast and expands its technology mix to include wind generation alongside additional battery storage, distributed generation and utility-scale solar assets.

Together, these complementary portfolios strengthen MN8's position as a scaled, preferred energy partner to large, strategic customers while creating greater operating leverage, a more robust supply chain, and a stronger financial profile. The combined platform is expected to offer:

Contracted, long-term revenue at institutional scale: With approximately 94% of capacity under contract, a weighted average solar power purchase agreement tenor of approximately 14 years, and a pro forma funded development pipeline of approximately 9.3 GW, the platform is positioned to deliver stable, predictable cash flows and a strong foundation for long-term value creation.
Vertically integrated operations: MN8's end-to-end operating model – spanning project development, engineering, asset management, and in-house operations and maintenance – will extend across the combined fleet, driving cost efficiency and best-in-class asset performance at scale.
Deep renewable energy and financial expertise: MN8 and Greenbacker bring proven capabilities across solar, wind, and storage, with full development and financing platforms. Having overseen the deployment of an aggregate 200 GW globally, the combined management team demonstrates a best-in-class integrated model that is well-positioned to steward at greater scale.

Unlocking Meaningful Synergies, Cost Savings, and Enhanced Long-Term Financial Outlook

Combined Adjusted EBITDA plus Principal and Interest (non-GAAP) (Combined Adjusted EBITDA plus P&I) for the combined company is expected to be approximately $501 million on a run-rate basis, including $122 million of combined assets under construction, net of Greenbacker asset sales in 2025, and up to $20 million in identified annual run-rate cost savings by the end of 20281 across five categories: Procurement, Selling, General, and Administration (SG&A), financing efficiencies, operations and maintenance (O&M), and Engineering Procurement and Construction (EPC) leverage.

Leadership Commentary

Jon Yoder, President and CEO of MN8, stated: "This combination brings together two complementary platforms at a critical time. We have built MN8 to be an institutional-grade, vertically integrated operator with the development, financing, and asset management depth to serve the most demanding enterprise customers in the country. Together with Greenbacker, we will have the scale, diversification, and expertise to lead the next chapter of America's infrastructure build-out."

Dan de Boer, CEO of Greenbacker, stated: "Greenbacker was built to own and operate high-quality, contracted clean energy assets at institutional scale. This transaction is the next chapter of that story – one that gives our shareholders the opportunity to participate in a combined platform built to grow. MN8 brings exceptional capabilities, an experienced team, and the financial strength to execute on what this platform can become."

Transaction Terms, Approvals, and Shareholder Information

The transaction, which has been unanimously approved by the Boards of Directors of both MN8 and Greenbacker, is 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 clearances.

Under the terms of the merger agreement, Greenbacker shareholders will receive consideration valued at approximately $1.712 per share, payable at closing in a combination of cash and equity of MN8, plus each Greenbacker shareholder’s pro rata share of up to $25 million in contingent cash payments tied to the achievement of certain commercial milestones, representing up to approximately $0.12 per share of potential additional cash consideration should those milestones be achieved. Subject to proration such that the aggregate cash proceeds to shareholders will not exceed the final maximum cash election amount under the merger agreement, currently estimated to be $112.7 million3, Greenbacker shareholders will have the opportunity to elect to receive their consideration in cash, equity of MN8, or a combination of the two. 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 MN8 instead.

Jon Yoder will continue as President and CEO of the combined company upon completion of the transaction.

In connection with the transaction, Greenbacker has filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, including an investor presentation with additional transaction information, available at www.sec.gov. MN8 expects to file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC) that will include a proxy statement of Greenbacker and a prospectus of MN8.

Notes
1 This assumes closing occurs on October 1, 2026.
2 Consideration value is not indicative of future equity value of combined company. Per-share figures are an estimate based on the consideration contemplated by the merger agreement and assumes a fully diluted share count as of closing, that the entire $25 million is earned and that the cash consideration is calculated without giving effect to transaction expenses, the securityholders’ representative reserve amount or the limitation on cash available to fund cash elections. The amount and form of consideration actually received by each holder will be subject to the election procedures, proration mechanics and other terms and adjustments set forth in 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 to be filed with the SEC.
3 The estimated maximum cash election amount is illustrative and subject to change. 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.

Advisors

J.P. Morgan Securities LLC is serving as financial advisor and Vinson & Elkins LLP is serving as legal advisor to MN8.

Morgan Stanley & Co. LLC and Wells Fargo are serving as financial advisors and Freshfields US LLP is serving as legal advisor to Greenbacker.

MN8 | https://mn8.com/

Greenbacker | https://www.greenbackercapital.com/