amrc-20230928

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On September 28, 2023, one of Ameresco, Inc.'s ("Ameresco") subsidiaries ("RNG Holdings"), a holding company for certain of Ameresco's renewable natural gas project companies, amended and restated its loan agreement with HA RNG Lender LLC, an affiliate of Hannon Armstrong Sustainable Infrastructure Capital, Inc., dated as of October 26, 2022 as thereafter amended (the "Prior RNG Credit Facility" and as so amended and restated the "Restated RNG Credit Facility"). Prior to the amendment and restatement, RNG Holdings had borrowed $215 million under the credit facility. The Restated RNG Credit Facility extended the loan maturity date from October 26, 2037 to August 31, 2039, increased the available borrowings under the loan agreement to $500 million, continued existing loans to project companies, added certain renewable natural gas project companies to the loan portfolio and provided that additional wholly and majority owned project companies may be added to the loan portfolio subject to certain conditions.

At the closing, RNG Holdings drew down $135.5 million under the Restated RNG Credit Facility, which was used to pay transaction costs, reimburse project costs incurred by Ameresco, make other permitted distributions to Ameresco, and to fund RNG Holding's reserve accounts. Subject to certain conditions, the facility allows for additional draws to be made up to the remaining principal amount to fund the construction and operation of renewable natural gas projects owned and operated by the project companies.

The loan bears interest at a rate of 6.70% with a residual percentage of distributable cash flows payable after the maturity date of the loan, until the earlier of the lender achieving an 8.51% “IRR” on funds borrowed under the facility, or the facility discharge date which was extended to August 31, 2049. All borrowings may be paid before maturity in whole or in part at RNG Holdings’s option after August 30, 2027 provided that the lender’s IRR is achieved, and against a prepayment of 102% of par for prepayments between August 31, 2027 and August 31, 2029 and 101% of par for prepayments between September 1, 2029 and August 30, 2031. No call premium applies for payments after August 30, 2031.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERESCO, INC.

October 3, 2023

By:

/s/ Spencer Doran Hole

Spencer Doran Hole

Executive Vice President and Chief Financial Officer