SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On May 4, 2026, Ameresco, through certain of its subsidiaries, including Ameresco Biogas HoldCo LLC (“AMRC Biogas HoldCo”), entered into a contribution and equity purchase agreement (the “Contribution Agreement” and, the transactions contemplated thereby, the “JV Transaction”) with an affiliate of HA Sustainable Infrastructure Capital, Inc., a Delaware corporation (“HASI” and, such affiliate, “JV Investor” and, collectively with AMRC Biogas Holdco and the other parties to the Contribution Agreement, the “Parties”) to form a new joint venture, Neogenyx Fuels LLC, a Delaware limited liability company (the “Joint Venture”).
The Contribution Agreement provides that, among other things:
1.in connection with Closing, Ameresco and AMRC Biogas HoldCo will transfer to the Joint Venture the equity interests of the subsidiaries and certain other assets comprising Ameresco’s existing biogas business (the “Business”), together with related assumed liabilities, in exchange for Class A units of the Joint Venture (the “Class A Units”), representing a 70% equity interest of the Joint Venture; and
2.at the Closing, JV Investor will invest $400 million in the Business, in exchange for Class B units of the Joint Venture (the “Class B Units”), representing a 30% equity interest of the Joint Venture. Of the $400 million investment (i) $100 million will be paid to Ameresco at Closing as consideration for the Business, (ii) approximately $58 million will be used to reduce the balance of an existing construction and development loan to the extent related to the Business, and (iii) the remaining amount will be contributed to the Joint Venture at Closing and over a period of time to fund the Joint Venture.
The Contribution Agreement includes customary representations and warranties by Ameresco, both on behalf of itself and as the sole member of Contributor, and JV Investor and covenants of the Parties, and the Closing is subject to customary conditions. The Contribution Agreement also contains specified termination provisions, including, among others, a provision allowing Contributor or JV Investor to terminate the Contribution Agreement if the Closing has not occurred on or before June 3, 2026.
The Contribution Agreement contemplates entry into an amended and restated limited liability company agreement of the Joint Venture (the “JV Agreement”), as well as other ancillary agreements, at the Closing. The JV Agreement will include the key terms related to quarterly distributions, liquidating distributions, right of first offer, drag-along and tag-along rights, call options, and management and governance provisions.
The Closing of the JV Transaction is expected to occur in the second quarter of 2026. The Company is currently evaluating the accounting and financial statement impact of the JV Transaction, which will be reflected in the Company’s financial statements in future periods. As of the date of issuance of these financial statements, the Company Ameresco plans to consolidate Neogenyx Fuels prospectively.
The Company has evaluated subsequent events through May 5, 2026, the date these financial statements were issued.
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