Greenbacker Renewable Energy Co LLC Form 10-K Annual Report Filed 2024-03-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-55610

GREENBACKER RENEWABLE ENERGY COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware						80-0872648
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

230 Park Avenue, Suite 1560

New York, NY 10169

Tel (646) 720-9463

(Address, including zip code and telephone number, including area code, of registrants principal executive office)

Charles Wheeler

230 Park Avenue, Suite 1560

New York, NY 10169

Tel (646) 720-9463

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

Securities registered pursuant to section 12(g) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Shares of Limited Liability Company Interests

N/A

Class C Shares of Limited Liability Company Interests

N/A

Class I Shares of Limited Liability Company Interests

N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of March 1, 2024, the registrant had 199,056,630 shares of common interests, $0.001 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the year ended December 31, 2023 (the “2024 Proxy Statement”). Portions of the Registrant’s 2024 Proxy Statement to be filed pursuant to Regulation 14A are incorporated herein by reference into Part III of this Form 10-K.

EXPLANATORY NOTE

As previously announced by Greenbacker Renewable Energy Company LLC (the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2022, the Company completed the acquisition of Greenbacker Capital Management LLC (“GCM”), Greenbacker Administration LLC (“Greenbacker Administration”) and other affiliated companies on May 19, 2022 (the “Acquisition”). As a result of the Acquisition and other steps taken by the Company to transition the focus of the Company's business from being an investor in clean energy projects to a diversified independent power producer coupled with an investment management business, the Company was required to transition the basis of its accounting. Since inception, the Company's historical financial statements have been prepared using the investment company basis of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”). ASC 946 (or “Investment Basis”) requires that if there is a subsequent change in the purpose and design of an entity, the entity should reevaluate its status as an investment company. Based on the above noted changes, management determined the Company no longer exhibited the fundamental characteristics of, and no longer qualified as, an investment company as defined in ASC 946. As a result, the Company was required to discontinue the application of ASC 946 and, in connection therewith, began applying other non-investment company U.S. generally accepted accounting principles (“U.S. GAAP”) prospectively beginning May 19, 2022 (the closing of the Acquisition).

As the change in status occurred during the Company’s second fiscal quarter of 2022, the results of operations as included in this annual report on Form 10-K (this “Annual Report”) will be presented as they would be for an investment company under ASC 946 for all historical periods and the period(s) through May 18, 2022, and presented as they would be under other non-investment company U.S. GAAP accounting (“Non-Investment Basis”) for the time period as of and subsequent to May 19, 2022, the effective date of the change in status. Given that the financial statements prior to and subsequent to the change in status are not comparable, the Company will present separate Consolidated Financial Statements, including footnotes as applicable, for the time periods prior to and subsequent to May 19, 2022.

TABLE OF CONTENTS


		PAGE

Glossary of Key Terms		ii

Forward Looking Statements		v

PART I.

Item 1.	Business	1

Item 1A.	Risk Factors	19

Item 1B.	Unresolved Staff Comments	37

Item 1 C.	C y bersecurity	37
Item 2.	Properties	39

Item 3.	Legal Proceedings	39

Item 4.	Mine Safety Disclosures	39

PART II.

Item 5.	Market for Registrant’s Common Equity, Related Member Matters and Issuer Purchases of Equity Securities	40

Item 6.	Reserved	43

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	76

Item 8.	Consolidated Financial Statements and Supplementary Data	F-1

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	78

Item 9A.	Controls and Procedures	78

Item 9B.	Other Information	78

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	78

PART III.

Item 10.	Directors, Executive Officers and Corporate Governance	79

Item 11.	Executive Compensation	79

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Member Matters	79

Item 13.	Certain Relationships and Related Transactions, and Directors Independence	79

Item 14.	Principal Accountant Fees and Services	79

PART IV.

Item 15.	Exhibits, Consolidated Financial Statement Schedules	80

Item 16.	Form 10-K Summary	82

Signatures		83

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GLOSSARY OF KEY TERMS

When the following terms and abbreviations appear in the text of this report, except as otherwise indicated, they have the meanings indicated below:


Acquisition			The management internalization transaction completed by the Company on May 19, 2022
Adjusted EBITDA			A non-GAAP financial measure that the Company uses as a performance measure as well as for internal planning purposes
Administration Agreement			First Amended and Restated Administration Agreement between Greenbacker Renewable Energy Company LLC, Greenbacker Renewable Energy Corporation and Greenbacker Administration LLC
Advisers Act			The Investment Advisers Act of 1940
Advisory Agreement			Fourth Amended and Restated Advisory Agreement between Greenbacker Renewable Energy Company LLC and Greenbacker Capital Management LLC
AEC Companies			LED Funding LLC and Renew AEC One LLC
ARO			Asset Retirement Obligation
ASC			Accounting Standards Codification
ASC 946 or Investment Basis			ASC Topic 946, Financial Services – Investment Companies. The accounting method used by the Company prior to the Acquisition on May 19, 2022
Aurora Solar			Aurora Solar Holdings, LLC
CES			Clean Energy Standards
COD			Commercial Operations Date
CODM			Chief Operating Decision Maker
Contribution Agreement			Contribution agreement between Greenbacker Renewable Energy Company LLC and Greenbacker Capital Management LLC’s former parent, Greenbacker Group LLC under which the Acquisition was implemented
DRP			Distribution Reinvestment Plan
Earnout Shares			Class EO common shares issued as part of the Acquisition
EBITDA			A non-GAAP financial measure that adjusts income before income taxes to exclude interest, depreciation expense and amortization expense, as well as other income and expense items
EIA			U.S. Energy Information Administration
EPC			Engineering, procurement, and construction
Exchange Act			Securities Exchange Act of 1934
FASB			Financial Accounting Standards Board
FERC			U.S. Federal Energy Regulatory Commission
FFO			A non-GAAP financial measure that the Company uses as a performance measure to analyze net earnings from operations without the effects of certain non-recurring items that are not indicative of the ongoing operating performance of the business
Fifth Operating Agreement			Fifth Amended and Restated Limited Liability Company Operating Agreement of Greenbacker Renewable Energy Company LLC
Fourth Operating Agreement			Fourth Amended and Restated Limited Liability Company Operating Agreement of Greenbacker Renewable Energy Company LLC
FPA			Federal Power Act
GCM			Greenbacker Capital Management LLC
GDEV			Greenbacker Development Opportunities Fund I, LP
GDEV B			Greenbacker Development Opportunities Fund I (B), LP
GDEV GP			Greenbacker Development Opportunities Fund GP I, LLC
GDEV GP II			Greenbacker Development Opportunities GP II, LLC
GDEV I			Refers collectively to GDEV and parallel fund, GDEV B
GDEV II			Greenbacker Development Opportunities Fund II, LP
GREC			Greenbacker Renewable Energy Corporation, a Maryland corporation
GREC HoldCo or GREC Entity Holdco			GREC Entity HoldCo LLC, a wholly owned subsidiary of GREC
GREC II			Greenbacker Renewable Energy Company II, LLC
Greenbacker Administration or Administrator			Greenbacker Administration LLC

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Group LLC			Greenbacker Group LLC
GROZ			Greenbacker Renewable Opportunity Zone Fund LLC
GROZ, GDEV I, GDEV II and GREC II			The managed funds
GW			Gigawatts
HLBV			Hypothetical Liquidation at Book Value
IM			The Investment Management segment represents GCM’s investment management platform – a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act
Investment Basis			Investment Basis ASC Topic 946, Financial Services – Investment Companies
IPP			The Independent Power Producer segment represents the active management and operations of the Company's fleet of renewable energy projects, including those in late-stage development and under construction
IRA			Inflation Reduction Act of 2022

ITC			Investment Tax Credit
JOBS Act			Jumpstart Our Business Startups Act
kW			Kilowatts
kWh			Kilowatt hours
LIBOR			London Interbank Offered Rate
LP			Limited partner

LPU Holder			GB Liquidation Performance Holder LLC
MIPA			Membership Interest Purchase Agreement
MSV			Monthly share value
MW			Megawatts: (DC) for all solar assets and (AC) for wind assets
MWh			Megawatt Hours
N/A			Not applicable
NAV			Net asset value
NCI			Noncontrolling interests
NM			Not meaningful
Non-Investment Basis			Non-investment company U.S. GAAP accounting the Company applied subsequent to the Acquisition
NTP			Notice to Proceed
O&O costs			Organization and Offering Costs
OYA			OYA-Rosewood Holdings LLC, previously OYA Solar B1 Intermediate Holdco LLC
PPA			Power Purchase Agreement
PTC			Production Tax Credit
PTO			Permission to operate
REC			Renewable Energy Credit
RNCI			Redeemable noncontrolling interests
ROU			Right-of-use asset
RPS			Renewable Portfolio Standard
SEC			Securities and Exchange Commission
SOFR			Secured Overnight Financing Rate
Special Unit			Prior to the Acquisition, referred to the special unit of the limited liability company interest in the Greenbacker Renewable Energy Company LLC entitling the Special Unitholder to a performance participation fee
Special Unitholder			GREC Advisors, LLC, a Delaware limited liability company, which is a subsidiary of GCM
SRP			Share Repurchase Program
Tax Equity Investors			Third-party investors under tax equity financing facilities
U.S. GAAP			U.S. generally accepted accounting principles
VIE			Variable interest entities
We, us, our and the Company			Greenbacker Renewable Energy Company LLC and its subsidiaries as of and subsequent to May 19, 2022

iii

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We, us, our and the LLC			Greenbacker Renewable Energy Company LLC, Greenbacker Renewable Energy Corporation, GREC Entity HoldCo LLC, GREC Administration LLC and Danforth Shared Services LLC as of and through May 18, 2022

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Forward Looking Statements

Various statements in this Annual Report on Form 10-K (this “Annual Report”), 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 “believe,” “intend,” “expect,” “seek,” “may,” “will,” “should,” “would,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project” or their negatives, and other similar expressions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results, or to our expectations regarding future industry trends, are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. The forward-looking statements contained in this Annual Report are largely based on our expectations, which reflect many estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. In addition, assumptions about future events may prove to be inaccurate. We caution all readers that the forward-looking statements contained in this Annual Report 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 as described under Part I — Item 1A. Risk Factors and elsewhere in this Annual Report. All forward-looking statements are based upon information available to us on the date of this Annual Report. 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. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. The risks, contingencies and uncertainties associated with our forward-looking statements relate to, among other matters, the following:

•volatility of the global financial markets and uncertain economic conditions, including rising interest rates, inflationary pressures, recessionary concerns or global supply chain issues;

•other changes in the economy;

•the ability to complete the under construction renewable energy projects that we acquire;

•our inability to obtain or re-negotiate long-term contracts for the sale of our power produced by our projects on favorable terms and our inability to meet certain milestones and other performance criteria under existing PPAs;

•our relationships with project developers, lawyers, investment and commercial banks, individual and institutional investors, consultants, diligence specialists, EPCs, contractors, renewable energy technology manufacturers (such as panel manufacturers), solar insurance specialists, component manufacturers, software providers and other industry participants in the renewable energy, capital markets and project finance sectors;

•fluctuations in supply, demand, prices and other conditions for electricity, other commodities and RECs;

•public response to and changes in the local, state and federal regulatory framework affecting renewable energy projects, including the potential expiration or extension of the PTC, ITC and the related United States (“U.S.”) Treasury grants, potential reductions in RPS requirements and the impacts of the passage of the IRA;

•competition from other energy developers and asset managers;

•the worldwide demand for electricity and the market for renewable energy;

•the ability or inability of conventional fossil fuel-based generation technologies to meet the worldwide demand for electricity;

•our competitive position and our expectation regarding key competitive factors;

•risks associated with our hedging strategies;

•potential environmental liabilities and the cost of compliance with applicable environmental laws and regulations, which may be material;

•our electrical production projections (including assumptions of curtailment and facility availability) for our renewable energy projects;

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•our ability to operate our business efficiently, manage costs (including salary and compensation related expenses and other general and administrative expenses) effectively and generate cash flow;

•availability of suitable renewable energy resources and other weather conditions that affect our electricity production;

•the effects of litigation, including administrative and other proceedings or investigations relating to our renewable energy projects;

•non-payment by customers and enforcement of certain contractual provisions;

•the lack of a public trading market for our shares;

•the ability to make and the amount and timing of anticipated future distributions;

•risks associated with possible disruption in our operations or the economy generally due to terrorism, natural or man-made disasters, pandemics or threatened or actual armed conflicts;

•future changes in laws or regulations and conditions in our operating areas;

•the loss of our exemption from the definition of an “investment company” under the Investment Company Act of 1940, as amended;

•fiscal policies or inaction at the U.S. federal government level, which may lead to federal government shutdowns or negative impacts on the U.S economy;

•failure to attract and retain qualified personnel, increased labor costs, and the unavailability of skilled workers; and

•our ability to achieve the cost savings and economies of scale expected to be realized as a result of the Company's management internalization.

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PART I

ITEM 1. BUSINESS

The use of “we”, “us”, “our” and the “Company” refer, collectively to the Greenbacker Renewable Energy Company LLC and its subsidiaries, unless otherwise expressly stated or context otherwise requires. This report does not constitute an offer of any of the Company’s managed funds described herein.

Organizational Overview

Greenbacker Renewable Energy Company LLC (the “Company”) is a Delaware limited liability company formed in December 2012. The Company is an energy transition, renewable energy and investment management company that acquires, constructs and operates renewable energy and energy efficiency projects, as well as finances the construction and/or operation of these and other sustainable development projects and businesses and provides through GCM investment management services to funds within the sustainable infrastructure and renewable energy industry. As of December 31, 2023, the Company’s fleet comprised 435 renewable energy projects with an aggregate power production capacity of approximately 3.3 GW, which includes operating capacity of approximately 1.5 GW and pre-operational capacity of approximately 1.8 GW. As of December 31, 2023, GCM serves as the registered investment adviser of four funds in the sustainable and renewable energy industry.

The Company conducts substantially all its operations through its wholly owned subsidiary, GREC. Until May 19, 2022, the Company was externally managed by GCM. As of and after May 19, 2022, the Company operates as a fully integrated and internally managed company after acquiring GCM and several other related entities, which are now wholly owned subsidiaries of GREC. The Company’s fiscal year-end is December 31.

The Company previously conducted continuous public offerings of Class A, C, and I shares of limited liability company interests, along with Class A, C, and I shares pursuant to the Company’s DRP. The public offerings were initially commenced in August 2013 and terminated March 29, 2019, raising a total of $253.4 million. The Company also privately offered Class P-A, P-I, P-D, P-T and P-S shares. These private offerings were conducted between April 2016 and March 16, 2022, raising a total of $1.4 billion. The Company currently offers the DRP pursuant to which shareholders may elect to have the full amount of cash distributions reinvested in additional shares. The Company offered the SRP pursuant to which quarterly share repurchases were conducted to allow shareholders to sell shares back to the Company. On September 23, 2023, the Company suspended the SRP (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder).

The organizational structure chart below depicts a simplified version of our structure as of the date of the filing of this Annual Report. This structure chart does not include all legal entities.

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(1) Held directly or through entities owned by them. Refer to Note 3. Acquisitions under the Non-Investment Basis for a summary of these interests that were issued in connection with the Acquisition.

(2) Greenbacker Administration performs certain operational management, construction management, compliance and oversight services, as well as asset accounting and administrative services, for certain of our managed funds. Refer to Note 16. Related Parties in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for further details on these agreements.

(3) GCM is a SEC-registered investment adviser and provides investment management services to our managed funds: GROZ, GDEV I, GDEV II, and GREC II.

(4) We hold a 75.00% interest in the general partner of one of our managed funds, GDEV GP. The amended and restated limited partnership agreements of GDEV I provides for a 20.00% carried interest over an 8.00% hurdle, subject to side letter agreements. In addition, we hold 90.00% interest in the general partner of one of our managed funds, GDEV GP II. The amended and restated limited partnership agreement of GDEV II provide for a 20.00% carried interest over an 8.00% hurdle, subject to a side letter agreement. Refer to Note 16. Related Parties in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for further details on these interests.

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Management Internalization

On May 19, 2022, the Company completed the Acquisition pursuant to which it acquired substantially all of the business and assets, including intellectual property and personnel of its external advisor, GCM, an investment management and energy transition, renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act, Greenbacker Administration and certain other affiliated companies. All of the acquired businesses and assets were immediately thereafter contributed by the Company to GREC. As a result of the Acquisition, the Company operates as a fully integrated and internally managed company with its own dedicated executive management team and other employees to manage its business and operations. The Company now operates with the capabilities of both an actively managed owner-operator of sustainable infrastructure and renewable energy businesses and as an active third-party investment manager of other funds within the sustainable infrastructure and renewable energy industry.

Business Overview

The Company’s business objective is to generate attractive risk-adjusted returns for its shareholders, consisting of both current income and long-term capital appreciation, by acquiring and financing the construction and/or operation of income-generating renewable energy, energy efficiency and sustainable development projects, primarily within North America, as well as by providing investment management services to funds within the sustainable infrastructure and renewable energy industry where the Company expects to receive investment management and incentive fees.

The Company operates with the capabilities of both an actively managed owner-operator of renewable energy businesses and as an active third-party investment manager of other funds within the sustainable infrastructure and renewable energy industry. The Company currently operates in two reportable segments described below.

•IPP – The IPP business represents the active management and operations of the Company's fleet of renewable energy projects, including those in late-stage development and under construction. The Company's renewable energy projects generally earn revenue through the sale of generated electricity as well as frequently through the sale of other commodities such as RECs. In certain cases, the Company also serves as a minority member in renewable energy projects where it does not actively manage and operate the project but receives periodic dividends. The Company also provides loans to developers for the construction of renewable energy and energy efficiency projects as an incremental revenue stream for IPP.

The IPP business includes the direct costs to operate the Company's fleet, including costs such as operations and maintenance, repairs, and other costs incurred at the project / site level. Additionally, the Company employs a dedicated team of technical asset managers as well as a construction team to oversee the development and operations of our fleet. Such costs are recorded as Direct operating costs for IPP.

The IPP business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IPP.

•IM – The IM business represents GCM’s investment management platform – a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. The IM business also includes administrative services provided by Greenbacker Administration for managed funds in the renewable energy industry as an additional revenue stream.

The Company's IM business includes the direct costs incurred for the investment management services for managed funds and other marketing and investor relation services. This includes the costs to raise and deploy capital for such funds. Such costs are recorded as Direct operating costs for IM.

The IM business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IM.

The segment discussion following, and included in Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within this Annual Report, reflects information on our business as of December 31, 2023 and includes the impact of the Acquisition.

Independent Power Producer Segment

Our IPP segment represents the active management and operations of our fleet of renewable energy projects, including those in late-stage development and construction. Our growth strategy for the IPP segment is to continue to build a diversified portfolio of renewable energy, energy efficiency and other sustainability-related projects and businesses.

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We target IPP acquisitions that generally range between approximately $1 million and $250 million. We will seek to maximize our risk-adjusted returns by: (1) capitalizing on market opportunities; (2) focusing on hard assets that produce dependable cash flows; (3) efficiently utilizing government incentives where available; (4) employing creative deal structuring to optimize capital and ownership structures; (5) partnering with experienced financial, legal, engineering and other professional firms; (6) employing sound due diligence and risk mitigation processes; and (7) monitoring and managing our portfolio of assets on an ongoing basis. We may change our acquisition strategies without prior notice or shareholder approval.

Our preferred acquisition strategy is to acquire controlling equity stakes in our target assets or to be named the managing member of a limited liability company in order to oversee and supervise its operations. We define controlling equity stakes as companies in which we own 25% or more of the voting securities of such company, have greater than 50% representation on such company’s board of directors, or as the managing member of a limited liability company. However, we will also provide financing to projects owned by others, including through the provision of secured loans which may or may not include some form of equity participation.

We from time to time also provide projects with senior unsecured debt, subordinated secured debt, subordinated unsecured debt, mezzanine debt, convertible debt, convertible preferred equity and preferred equity, and make minority equity investments. We from time to time also participate in projects by acquiring contractual payment rights or rights to receive a proportional interest in the operating cash flow or net income of a project. We may also make equity investments in or loans to parties financing the supply of renewable energy and energy efficiency to residential and commercial customers or adopting strategies that encourage energy conservation to reduce the consumption of energy by those customers. Our strategy is flexible, and we balance long-term cash flow certainty, which we can achieve through long-term agreements for our projects, with shorter-term arrangements that allow us to potentially generate higher risk-adjusted returns.

We expect to supplement our equity capital and increase potential returns to our shareholders through the use of prudent levels of borrowings, both at the corporate level and the project level. In addition to any corporate credit facility or other secured and unsecured borrowings, we use a variety of other financing methods at the project level as necessary, including but not limited to joint venture structures, back leverage loans, construction loans, tax equity bridge loans, property mortgages, letters of credit, sale and leaseback transactions, other lease transactions and other arrangements, any of which may be unsecured or may be secured by mortgages or other interests in our assets. In addition, we may issue publicly or privately placed debt instruments. When appropriate, we will seek to replace short-term sources of capital with long-term financing.

We have historically focused on solar, wind and energy efficiency projects. We believe solar energy projects generally offer more predictable power generation characteristics due to the relative predictability of sunlight over the course of time compared to other renewable energy technologies, and therefore we expect them to provide more stable income streams. However, technological advances in wind turbines and other energy-generation technologies, as well as government incentives, also make wind energy and other types of projects attractive. In 2023, the Company invested in three wind repower projects. These assets were retrofit with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity. Solar energy projects provide maximum energy production during daylight hours in the summer months when days are longer and nights shorter. Conversely, wind energy projects tend to provide more energy production during nighttime hours and during the winter months thus providing a diversified production profile. Solar energy projects vary in size from hundreds of kW to hundreds of MW and tend to have minimal environmental impact, enabling such projects to be developed close to areas of dense population where electricity demand is highest.

Over time, we have broadened our strategy, and expect to continue to broaden our strategy to include other types of renewable energy projects and energy efficiency projects and businesses, which may include battery storage, hydropower assets, geothermal plants, biomass and biofuel assets, combined heat and power technology assets, fuel cell assets and other energy efficiency assets, among others, and to the extent we deem the opportunity attractive, other energy and sustainability-related assets and businesses.

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As of December 31, 2023, our fleet comprised 435 renewable energy projects with an aggregate power production capacity of approximately 3.3 GW when fully operational, as summarized below.


Technology	Number of Assets		Capacity in MW
	Operating	Pre-Operating	Operating	Pre-Operating
Solar	324	65	1,123.6	1,685.8
Wind	16	1	389.0	54.4
Biomass	1	N/A	12.0	N/A
Battery Storage	19	5	8.3	10.8
Energy Efficiency	4	N/A	N/A	N/A
Total	364	71	1,532.9	1,751.0

We have diversified our fleet of renewable energy projects both by industry type, as illustrated above, and geographically. As of December 31, 2023, our fleet was spread across 32 states, Canada, Puerto Rico and Washington, D.C., as illustrated below.

PORTFOLIO ASSET MAP

* Solar asset in Canada is not shown on the map

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CAPACITY BREAKDOWN
Technology	Percent capacity (%)	Size (MW)
Solar	85.5	2,809.4
Wind	13.5	443.4
Biomass	0.4	12.0
Battery Storage	0.6	19.1

Our renewable energy projects generate revenue primarily by selling (1) generated electric energy and/or capacity to local utilities and high-quality utility, municipal, corporate and in the case of community solar, residential counterparties; and (2) in some cases, RECs and other commodities associated with renewable generation or related incentives. We seek to acquire or finance projects that contain transmission infrastructures and access to power grids or networks that will enable the generated power to be sold. We generally expect our projects will have PPAs with one or more counterparties, including local utilities or other high-credit-quality counterparties, who agree to purchase the electricity generated from the project. We refer to these PPAs as “must-take contracts,” and we refer to these other counterparties as “offtakers.” These must-take contracts in general are output-based and guarantee that all electricity generated by each project will be purchased.

As of December 31, 2023, the PPA contracts in our existing operating fleet have approximately 18 weighted average years remaining prior to exposure to market prices.

Although we intend to work primarily with high-credit-quality counterparties, if an offtaker cannot fulfill its contractual obligation to purchase the power, we generally can sell the power to the local utility or other suitable counterparty, which would potentially ensure that revenue is generated for all solar electricity generation. We may also generate revenue from the receipt of interest, fees, capital gains and distributions from investments in our target assets.

We employ a rigorous credit underwriting process for each of our contractual counterparties, including: (1) identification of high-credit-quality counterparties with appropriate bonding and insurance capacity; (2) where available, the review of counterparty financial statements and/or publicly available credit rating reports; (3) worst-case analysis testing of assets; and (4) ongoing monitoring of acquired assets and counterparty creditworthiness, including monitoring the public credit ratings reports issued by Moody’s and Standard and Poor’s.

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Our PPAs, when structured with utilities and other large commercial users of electricity, are generally long-term in nature, tied to 100% of the output of the specific generating asset. Although we focus on projects with long-term contracts that ensure price certainty, we may also look for projects with shorter-term arrangements that will allow us to participate in market rate changes, which may lead to higher current income.

A number of the PPAs for our projects are structured as “behind-the-meter” agreements with residential, commercial or government entities. Under the agreements, all electricity generated by a project will be purchased by the offtaker at an agreed-upon rate that may be set at a slight discount to the retail electric tariff rate for the offtaker. These agreements also typically provide for annual rate increases over the term of the agreement, although that is not a necessary requirement. The behind-the-meter agreement is generally long-term in nature, and further typically provides that, should the offtaker fail to fulfill its contractual obligation, in some cases electricity that is not purchased by the offtaker may be sold to the local utility, usually at an equivalent wholesale spot electric rate, more typically the projects would have remedies available in terms of make whole and termination provisions that seek to satisfy the required economics of the deal.

The following chart illustrates the allocation by percentage of the Company’s contracted offtakers by counterparty type and creditworthiness as of December 31, 2023:

* Non-rated offtakers are unrated by credit rating agencies.

Acquisition of Pre-Operating Assets

We believe that the hallmark of a successful acquisition strategy is the ability to take advantage of new opportunities and adjust to changing market conditions. Over the years, the Company observed an increase in the opportunities to participate in projects that were largely similar to our operating assets in terms of the long-term risks, but which promised additional returns if we could manage additional risks in the early stages of the investment lifecycle. As a result, we expanded our investment capabilities to include four basic investment categories:

1.Operating Assets – We will continue to acquire and invest in solar, wind and other alternative energy assets that are already in commercial operation and generating investment returns through the sale of contracted electricity and environmental attributes.

2.Assets before their COD – We will also purchase assets that have been constructed by developers but have not been placed in service. Functionally these assets are generally ready to generate electricity but have not reached a milestone known as PTO with the local utility or COD. While we have determined that a modest investment premium could be obtained by investing before PTO and COD, most importantly the term of the contracted cash flows is maximized through this strategy.

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3.Assets at NTP – We further determined that we could invest in assets that had not yet been constructed but that had received substantially all of the contracts necessary to operate and permits necessary to begin construction, a milestone known as NTP. While potentially riskier than operating or pre-COD projects due to the level of construction risk, we believe that the additional return associated with these projects more than compensates for the additional risk. Furthermore, when we invest in NTP assets we generally have the added benefit of having more control of equipment selection and implementation of construction best practices, which positively affects the long-term performance of our plants. With the continued growth of the renewable energy market, driven by increases in the level of Renewable Portfolio Standards in several states and the recent passage of the IRA, we identified a significant number of NTP transactions coming to market and an opportunity to develop strong pipeline-type relationships with the developers of these projects. Besides increasing returns to investors, this has enabled management to substantially increase our access to a proprietary pipeline of sound projects.

4.Special Situations – We also determined there are market opportunities for selected projects driven by either technical or financial issues, either at the project or owner level, that can be resolved by accessing the broad range of expertise we have in-house to deal with our day-to-day operations. Therefore, we determined that on a limited basis we would make investments that have these characteristics, since by resolving the issues, we have the potential to generate attractive returns. We believe that the number of these “distressed” assets may increase materially over the coming years.

In order to execute this broader investment strategy, we have built a dedicated team of technical asset management professionals. We now have a team of experienced engineers, operations and maintenance experts, and construction professionals, which enabled us to expand our investment focus into these additional categories of investment. In addition to the expansion of our current investment strategy as laid out above, having a team of experienced engineers and construction managers increases our ability to extract revenue from aging renewable energy assets through repowers and plant optimization. Having access to this level and breadth of expertise is a major competitive advantage for us in the marketplace.

Strategic Considerations of Acquiring NTP Projects

We believe that acquiring renewable energy projects across the four categories discussed above provides the best opportunity for us to generate attractive returns over the medium term, diversify our portfolio, and create a proprietary pipeline of sound investment opportunities for future growth. The downside of this approach is that investing in pre-operational solar and wind projects has a negative impact on near-term cash flows as material amounts of our capital is invested in non-yielding assets. To minimize the downside effects of the strategy, management continues to explore more sophisticated financing tools to enable us to direct more of our investable capital into current income-generating investments going forward. As the size of our portfolio grows, our ability to access more sophisticated financial products increases.

Our Financing Strategy

We supplement our equity capital and increase potential returns to our shareholders through the use of prudent levels of borrowings both at the corporate level and the project level. The Company's Fifth Operating Agreement does not impose limitations on the amount of borrowings we may employ, either at the corporate level or the project level. Our current policy is to generally target a leverage ratio of up to $2 of debt for every $1 of equity on our overall acquisition strategy for IPP, with individual allocations of leverage based on the mix of asset types and obligors; however, we will in no event exceed a leverage ratio of $3 of debt for every $1 of equity, unless any excess is approved by a majority of our independent directors. In addition to any corporate-level credit facility or other secured and unsecured borrowings, we expect to use other financing methods at the project level as necessary, including joint venture structures, back leverage loans, construction loans, tax equity bridge loans, property mortgages, letters of credit, sale and leaseback transactions, other lease transactions, and other arrangements, any of which may be unsecured or may be secured by mortgages or other interests in our assets. In addition, we may issue publicly or privately placed debt instruments. Our indebtedness may be recourse or non-recourse and may be cross-collateralized. In addition, we may invest in assets subject to existing liens, or may refinance the indebtedness on assets acquired on a leveraged basis. We may use the proceeds from any borrowings to acquire assets, refinance existing indebtedness, finance investments, fund distributions or for general corporate purposes. In addition to these financing methods, we may utilize tax equity structures to monetize U.S. federal income tax attributes.

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General Market Overview for Alternative Energy Projects

The U.S. electric consumer expects a virtually error-free, consistent supply of sufficient electricity at all times for all purposes. The U.S. power industry, which includes energy generation and transmission, is structured to ensure sufficient, constant supply of energy to all end-users to meet varying demand requirements on a minute-by-minute basis. Historically, the mix of electricity supply was dependent largely on fossil fuels such as coal and natural gas as well as nuclear and hydroelectric power. However, this is changing rapidly due to the rise of renewable energy and the ongoing electrification of the transportation fleet. According to the EIA, fossil fuels such as coal, petroleum and gas supplied more than half of the U.S.’s power generation mix in past years. Since then, however, there has been a shift in the mix of energy sources highlighted by a substantial rise in renewables, which grew to 22% of the U.S. power generation mix in 2023. The EIA expects this trend to continue, estimating that in 2024 renewables will rise to 24% of the U.S.’s power generation mix, before increasing to 26% in 2025. The advancement of renewable energy has also created new opportunities in adjacent energy transition investments including energy storage and grid enhancements. Furthermore, advances in electric vehicle adoption have created a substantial need for investment in charging stations and other related infrastructure.

We believe that renewable energy and the energy transition are poised to gain even more market share, driven by several supportive trends:

The decline of coal. The U.S. coal industry is rapidly declining in the face of lower-cost natural gas and renewable energy, as well as regulations designed to reduce greenhouse gas emissions and protect public health. Coal burning power plants accounted for the majority of retiring utility scale power generation in 2023, and the EIA expects coal production to drop by 19% in 2024, as both consumption and inventories decrease.

Falling price of renewables and storage. The cost of renewable energy and energy storage has fallen substantially over the past decade, making renewable energy the lowest-cost provider of new generation in many markets.

State mandates. States' clean energy goals and mandates to use more renewable energy sources have contributed to the historic growth of renewables and are likely to drive further growth.

Federal support. Availability of government policy and other financial incentives for building new renewable capacity has supported the case for renewables when they were priced. This includes the passage of the IRA.

Environmental concerns. Reliance on fossil fuels has resulted in excessive production of harmful greenhouse gas emissions, which has been identified as one of the major causes of global climate change and numerous other environmental issues. This has led to growing support among the voting public for an energy transition based upon renewable energy.

The result of these and other factors is that renewable energy has gone from being a niche player in energy markets to being widely perceived as the present and future of energy generation in the U.S. We anticipate that these trends will continue accelerating the growth of renewable energy, particularly solar and wind for power generation and batteries for storage.

The U.S. Renewable Energy Industry Has Been a High-Growth Market

The market for renewable energy has grown rapidly over the past decade. According to the EIA, renewables now accounts for 22% of U.S. electric generation in 2023. In 2023, renewable energy sources generated over 868 billion kWh of electricity and are expected to generate more than 981 billion kWh of power in 2024, before increasing further to 1,062 billion kWh in 2025.

The U.S. Renewable Energy Industry Is Expected to Be a High-Growth Market for Decades

We believe that demand for renewable energy will continue to grow as countries seek to reduce their dependence on outside sources of energy, and as the political and social climate continues to demand social responsibility on environmental matters. The EIA anticipates that consumption of renewable energy and the need for additional battery storage will grow significantly by 2050, supported by decreasing technology costs, as well as wind and solar incentives.

Energy Transition Investments Have Grown Substantially and Are Expected to Continue

According to BNEF, annual global investment in the energy transition has more than quadrupled in the past decade, reaching new heights each year of that period. In 2023, energy transition investments reached a record-high $1.8 trillion, significantly surpassing the previous record of $1.1 trillion in 2022.

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Tax Equity Capital Sources in the Renewable Energy Market

Our ability to raise capital from Tax Equity Investors and lenders on competitive terms to help finance the development, construction, and operations of our projects will be a significant driver of our further growth. We have historically used a variety of structures including tax equity financing, construction loan financing, tax equity bridge loan financing, back leverage loan financing, and subordinated non-recourse financing to help fund our operations. Our ability to raise capital from Tax Equity Investors and lenders is also affected by general economic conditions, the state of the capital markets, inflation levels, and concerns about our industry or business. Refer to Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources within this Annual Report for further details on capital raising and the effective management of our capital structure.

Tax equity is an important source of financing for renewable energy projects. The federal government first introduced renewable energy tax credits with the Energy Tax Act of 1978, with the aim of supporting sustainable energy infrastructure and reducing dependence on foreign and non-renewable energy sources. The Act allowed businesses and individuals to reduce their tax bills by a percentage of the amount they spent on qualified investments in property and equipment for solar and wind energy (up to certain limits). These tax benefits have expanded in the decades since, and today the federal government offers renewable energy investors larger tax credits, along with other incentives. The wide appeal of these tax benefits has given rise to a robust tax equity market with sophisticated capital market participation. A tax equity investor — which could be a financial institution, insurance company or corporation — contributes capital based on construction milestones in exchange for a share of the tax credits (and other tax benefits such as accelerated depreciation) and cash flows generated by a qualifying physical investment.

There are two main tax federal credits provided for renewable energy projects:

1. ITC: This tax credit is equal to 30% of a renewable energy or energy storage project’s eligible cost.

2. PTC: This tax credit, currently stands at 2.75 cents per kWh of electricity generated during the first 10 years of operation.

In general, our tax equity investments are structured using the “partnership flip” structure. Under partnership flip structures, we and our Tax Equity Investors contribute cash into a partnership to fund the acquisition of renewable energy or energy storage systems. Upon the satisfaction of certain conditions precedent, tax equity fund commitments become available. The conditions precedent to funding vary across our tax equity funds but generally require that we have entered into a PPA with a credit worthy offtaker, the renewable energy system is expected to be eligible for the Section 48(a) ITC or Section 45(a) PTC, there is a recent appraisal from an independent appraiser establishing the fair market value of the renewable energy system, certain construction milestones are met and verified by an independent engineer and the property is in an approved state or territory. Initially, the tax equity investor receives substantially all of the non-cash value attributable to the renewable energy systems and energy storage systems, which includes accelerated depreciation and Section 48(a) ITCs or Section 45(a) PTCs; however, we typically receive a majority of the cash distributions, which are generally paid quarterly. These allocations then flip once certain time or yield-based milestones are met. Time-based flips occur on a set date after a five-year recapture period while yield-based flips occur after the tax equity investor achieves a specified return typically on an after-tax basis. After the flip occurs, we receive substantially all of the cash and tax allocations.

Current Competition in the Alternative Energy — Solar Marketplace

The solar financing market started as a cottage industry where developers would bring together high-net-worth investors to fund single solar and wind transactions. Though successful in jump starting the industry, true capital formation is a relatively new phenomenon and is not as well developed as in other asset classes. Currently in the renewable energy marketplace, there are several sources of capital:

•Developer/Owner Operators. The major competition we face in the market for the assets we target comes from privately backed developer/owner operators. The capital from these organizations has generally been sourced from a combination of family offices/private equity funds and hedge funds. These organizations are generally set up as developers, with investment return expectations in the 20%-30% range.

However, to facilitate the most favorable exit for the sponsors, the developer/owner operators seek to accumulate a significant portfolio of operating assets to provide a base level of stable and predictable earnings for the enterprise. Through a combination of developer profits and leverage they can generate satisfactory ongoing returns, with the bulk of the upside being generated for the sponsors through the exit. Particularly in circumstances where equity markets experience a downturn, we are of the opinion this group of buyers will ultimately be capital constrained.

•Single-Purpose Limited Partnerships. These entities are typically funded by high-net-worth individuals or family offices and are generally focused on a small number of deals, as they have a limited amount of capital to invest.

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•Institutional Investors and Utilities. Comprised of large life insurance companies, pension funds, infrastructure funds, and large public utilities. This sector dominates investment in the larger projects (e.g., $100.0 million or greater). We tend not to encounter this group in our middle market Commercial and Industrial (“C&I”) sector but do see these players when targeting the larger projects in our portfolio.

In management’s view, the Company has been competitive in bidding for solar assets against all these sources of capital and maintains a significant pipeline of deals which can be consummated as offering proceeds are raised.

Opportunities in Solar Power Today

Solar continues to be the fastest-growing renewable energy source, with the EIA expecting a 38% increase in installed capacity during 2024, increasing total capacity from 95 GW to 131 GW by the end of the year.

We believe that the greatest opportunity exists within the middle market utility scale, as well as the large commercial solar and community solar sectors of the market. In the middle market utility scale market, the Company can buy assets with similar commercial attributes to the large utility scale projects (e.g., investment-grade offtaker, same equipment and warranties, same operations and maintenance service provider) but where returns are higher.

We have also noted a growing trend among U.S. corporations to work with developers and financiers to provide renewable power for their operations. Driven by a desire to save money, create certainty around long-term electricity prices and support green marketing initiatives, the C&I sector is rapidly becoming one of the most exciting parts of the renewable energy project market. These deals tend to be smaller than utility scale solar, which fits well with our strategy of focusing on the middle market sector of the industry.

A number of U.S. states have adopted programs that encourage the development of community solar projects, where groups of companies, municipalities and individuals can buy renewable power from solar and wind plants that are located within the customers' utility zone. While there are certain complexities associated with such projects, we are closely monitoring the rapid growth of this sector.

In our view, there is a significant opportunity to aggregate portfolios of high-quality small utility scale, commercial solar and community solar projects that have experienced developers looking for a reliable and sustainable source of capital to increase the certainty of their closing transactions. As a result, we have been focusing on building relationships with respected developers with a view toward acquiring pipelines of projects rather than one-off deals.

By working closely with developers to efficiently close their transactions, we are seeking to create a sustainable competitive advantage which will lead to recurring and consistent deal flow. Importantly, our strategy is differentiated from the developer/owner operators mentioned above, because we do not seek to compete with the developers. Rather, we work with developers so that they can focus their activities on development while we focus on the financing and long-term ownership of their developed assets. This symbiotic alignment of interests has proven to be mutually beneficial.

Current Competition in the Alternative Energy — Wind Marketplace

We believe that market conditions remain favorable for wind development and, according to the EIA, the U.S. wind industry is expected to add 7 GW of new wind capacity in 2024. Particularly for smaller middle market transactions involving assets similar to those in our current portfolio, we believe that we will continue to be competitive in bidding for wind assets. We also believe that we may see opportunities to purchase operating wind assets which have run through their tax credits.

Opportunities in Wind Power Today

We believe that the middle market segment presents the best opportunities for investment. This sector faces less competition for assets than the large utility scale sector, which tends to be highly competitive. Furthermore, we believe that targeted investments in select wind opportunities provide us with increased diversification of cash flows stemming from the fact that wind assets tend to perform better in the winter months, while solar tends to perform better in the summer months.

We believe that this countercyclical diversification is highly beneficial in managing our cash flows throughout the year. We also believe that we are well positioned to find target assets in this sector. In the past two years alone, we have acquired over 275 MW of wind assets. These purchases have enabled us to build relationships with respected developers, whom we may be able to work with in the near future.

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General Market Overview for Battery Storage

According to Mercom Capital, in 2022, annual corporate funding in the battery storage sector reached a record high $26.4 billion across more than 120 deals, marking an increase of 55% from the $17 billion seen in 2021 driven by falling costs, particularly in certain battery chemistries such as lithium-ion. In the first nine months of 2023, corporate funding for battery storage exceeded $15 billion, putting it on track to make the second highest total annual investment behind 2022. Moreover, venture capital funding in the energy storage space reached a record high $9.2 billion across 86 deals in the year ended 2023, an increase of 59%, compared to 2022. Long-duration storage has been gaining particular traction as a commercially viable solution to challenges created by intermittent energy resources such as solar or wind. Additionally, under the IRA—and for the first time ever—standalone projects are now eligible for the 30% ITC.

Due to its potential for rapid growth, as well as new state mandates and falling costs for both short-term and long-term storage, we believe battery storage represents a large and growing investment opportunity for the foreseeable future.

Investment Management Segment

Our IM segment represents GCM’s investment management platform — a sustainable infrastructure, renewable energy, energy efficiency and sustainability-related asset management company that focuses on project acquisition, financing, consulting and development and that is registered as an investment adviser under the Advisers Act. The Company believes that the IM business will enable it to further diversify its revenue streams through investment management and certain administrative services for investment funds on behalf of external stakeholders that invest in adjacent areas of the sustainable infrastructure space. GCM’s platform will allow the Company to raise and deploy capital for the managed funds, consistent with our overall mission and expanding our ability to positively impact social and environmental challenges.

Since inception, GCM’s management team has developed significant commercial relationships and capital raising processes across multiple industries that we can continue to develop and grow. Both the IPP business and IM business have complementary growth strategies that will continue to provide the Company with diversification in its revenue streams, as well as give us several alternate ways of raising capital, decreasing our reliance upon public capital markets for growth. Additionally, we expect that the combination will enable the Company to continue benefiting from cost savings through the sharing of overhead and through the elimination of management fees that were formerly being charged to the Company by its external investment manager. We believe that this has the potential to result in an increase in the value of the Company, as the fully integrated and internally managed company represents a platform that can take advantage of many market opportunities while at the same time reducing the Company's overhead and increasing its profitability through the inclusion of IM revenue streams.

The services performed by our IM business include capital raise and deployment, marketing, and other investor relations functions, as well as technical asset management, finance and accounting, and other administrative services for managed funds in the sustainable infrastructure renewable energy industries.

The primary source of IM revenues are management fees earned. Management fee revenue earned by our IM business is generally based upon the underlying net asset value of the managed funds for which GCM provides investment management services. For certain of our IM customers, the Company is also eligible to receive certain performance-based incentive fees.

An additional revenue source for IM will include, for certain managed funds, administrative services performed by Greenbacker Administration. These services include technical asset management, finance and accounting, legal and other costs incurred by the Company in performing its administrative services. GCM managed funds will be charged their allocable portion of such costs with no margin.

Prior to the Acquisition, GCM served as the external manager of four investment entities — the Company, GROZ, GDEV I, and GREC II. The Advisory Agreement between GCM and the Company was terminated in connection with the Acquisition. However, the Company continues to provide, through GCM, investment management services to GROZ, GDEV I and GREC II as a result of the acquisition of GCM. In addition, the Company now provides, through GCM, investment management services to GDEV II. A summary of the managed funds is included below.

In addition, the Company launched its fourth sustainability driven investment strategy during the year ended December 31, 2023. The new strategy focuses on acquiring energy transition real estate where the Company can leverage access to power to host distributed generation, storage and charging infrastructure.

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Greenbacker Renewable Opportunity Zone Fund

GROZ is an investment vehicle dedicated to investing in renewable energy investment opportunities that are located within “Qualified Opportunity Zones” as designated by the Internal Revenue Service, in order to capture the potential growth from, and the advantages offered under, the JOBS Act. Qualified Opportunity Zones target lower income communities in the U.S., with capital investment, have significant potential for economic development and job creation. GROZ is now closed to new investment.

Base management fees under GCM's advisory fee agreement with GROZ are calculated at a monthly rate of 0.125% (1.50% annually) of the average gross invested capital for GROZ. The Company is also eligible to receive certain performance-based incentive fee distributions from GROZ, including upon liquidation of GROZ, subject to certain distribution thresholds as defined in the amended and restated limited liability company operating agreement of GROZ.

Greenbacker Development Opportunities Fund I & II

In October 2020, GDEV was launched to make private equity and development capital investments in the sustainable infrastructure industry. GREC’s investment in GDEV is synergistic with the Company’s core business, and it is expected to help retain and strengthen existing project developer relationships, increase the number of developer relationships that do business with the Company going forward, generate incremental investment opportunities for the Company and give the Company insights into new markets and trends within the industry. GDEV B was launched in March 2022 as a parallel fund to GDEV.

As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV I’s general partner. The amended and restated limited partnership agreements of GDEV I provide for a 20.00% carried interest over an 8.00% hurdle, subject to side letter agreements. On May 19, 2022, the Company acquired a 75.00% equity interest stake in GDEV GP.

In conjunction with the Acquisition and specifically the acquisition of a 75.00% equity interest in GDEV GP, the Company also assumed GDEV GP's additional commitment to GDEV and gained control over GDEV GP. Additionally, the Company through the GDEV GP’s role as general partner of GDEV, assumed operational control over GDEV. As a result of the Company consolidating GDEV during the period from May 19, 2022 through November 17, 2022, the management fee revenue earned under the advisory agreement with GDEV was considered intercompany revenue and is therefore eliminated in consolidation. On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party. As of December 31, 2023, GDEV GP held 2.80% of the interests in GDEV. The Company has determined that it no longer has the obligation to absorb losses of GDEV, nor the right to receive benefits from GDEV that could be potentially significant to GDEV, and therefore, no longer consolidates GDEV. As a result of the deconsolidation of GDEV on November 18, 2022, management fee revenue is no longer eliminated and is recorded on the Consolidated Statements of Operations.

In March 2022, GCM closed GDEV I to new investors and in November 2022, launched a successor fund called GDEV II, which also makes private equity and development capital investments in the sustainable infrastructure industry. The Company receives management fees from GDEV I based on the aggregate cost basis of all portfolio securities, management fees from GDEV II based on committed capital, as well as certain performance-based incentive fees from GDEV II.

Greenbacker Renewable Energy Company II, LLC

GREC II was launched in May 2022 and is an investment vehicle that acquires, owns and operates renewable energy projects with an emphasis on up-and-coming areas of the energy investment sector, including battery storage, mobility and other related investments. GREC II is structured as a total return vehicle which is expected to prioritize long-term internal rates of return over near-term cash yields. GREC II deploys into pre-construction and operating renewable energy projects, as well as energy efficiency, battery storage, mobility and other related investments. The Company receives management fees, as well as certain performance-based incentive fees and administrative fees from GREC II under the advisory agreement.

Refer to Note 16. Related Parties in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for further details.

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General Market Overview for Investment Management

While there continues to be turmoil in the public equity and debt markets, and therefore headwinds in the investment management industry in general, alternative investment managers continue to experience strong capital inflows as investors look to diversify away from public stocks and bonds and towards investments in alternative strategies that they judge to be less correlated to public market movements. Indeed, through December 2023, fundraising for non-traded alternative investments totaled nearly $73.1 billion, according to Robert A. Stanger and Company.1 Despite the challenging market conditions, we believe there is an opportunity for higher investment returns due to less competition in the marketplace and, more recently, some of the macro factors have moved in our favor; such as interest rates, which have fallen from their highs in 2023.

Seasonality

Certain types of renewable power generation may exhibit seasonal behavior. For example, wind power generation is generally stronger in winter than in summer as wind speed tends to be higher when the weather is colder. In contrast, solar power generation is typically stronger in the summer than in the winter. This is primarily due to the brighter sunshine, longer days and shorter nights of the summer months, which generally result in the highest power output of the year for solar power. Because these seasonal variations are relatively predictable for these types of assets, we factor in the effects of seasonality when analyzing a potential acquisition in these target assets. Therefore, the impact that seasonality may have on our business, including the income from our renewable energy projects, will depend on the diversity of our acquisitions in renewable energy, energy efficiency and other sustainability-related projects in our overall portfolio. However, to the extent our acquisitions are concentrated in either solar or wind power, we expect our business to be seasonal based on the mix of renewable power generation technology.

Overview of Significant Government Incentives

The renewable energy and energy efficiency sector attracts significant U.S. federal, state and local government support and incentives to address technical barriers to the deployment of renewable energy and energy efficiency technologies and to promote the use of renewable energy and energy-saving strategies. These U.S. federal, state and local government incentives have historically functioned to increase (1) the revenue generated by, and (2) the equity returns available from, renewable energy projects. Energy efficiency projects are also eligible to receive government incentives at the U.S. federal, state and local levels that can be applied to offset project development costs. Governments in other jurisdictions also provide several types of incentives.

Corporate entities are eligible to receive benefits through tax credits, such as PTCs, ITCs, tax deductions, accelerated depreciation and U.S. federal grants and loan guarantees (from the U.S. Department of Energy, for instance), as described below.

The following is a description of certain U.S. federal and state government incentives, which we may utilize in executing our business strategy.

U.S. Federal Incentives

Corporate Depreciation: Modified Accelerated Cost Recovery System (“MACRS”)

Under MACRS, owners of renewable energy and some energy efficiency projects can recover capital invested through accelerated depreciation, which reduces the payment of corporate tax. Bonus depreciation under Section 168(k) of the Internal Revenue Code was extended and modified by the Tax Cuts and Jobs Act of 2017 (“TCJA”). Businesses can now immediately deduct 100% of the cost of eligible property in the year it is placed in service, through 2022. For property placed in service in 2023, the bonus depreciation percentage will drop to 80%, and then phase down by 20% each year until it expires after 2026. Also, the TCJA eliminated the rule that made bonus depreciation available only for new property. The changes in the TCJA provided more flexibility than the prior bonus depreciation rules in that they permit a taxpayer to depreciate an asset that is not new; however, the asset must be acquired from a third party in an arm’s-length sale.

Inflation Reduction Act

On August 16, 2022, U.S. President Joe Biden signed the IRA into law, ratifying the most significant climate legislation in U.S. history. The IRA’s $369 billion federal package is designed to enhance U.S. energy security, reduce greenhouse gas emissions, increase domestic development, employment, and investment in the clean energy sector, and ultimately tackle the climate crisis. This landmark legislation makes decarbonization a national priority of the United States and serves as an acknowledgement of the urgency of the global climate crisis.

1 Non-Traded Alts on Pace to Raise $70 Billion in 2023 Says Stanger - The DI Wire, January 26, 2023

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According to Princeton University's Rapid Energy Policy Evaluation and Analysis Toolkit Project (“REPEAT”), the IRA would drive nearly $3.5 trillion in cumulative capital investments into the energy industry through the next decade and cut annual emissions in 2030 by an additional ~1 billion metric tons below current policy, which would be 50% below 2005 levels. REPEAT projects an increase to 49 GW of solar deployed per year by 2025, which is approximately five times higher than capacity additions in 2020.

The IRA provides strong tailwinds to the renewable energy industry – amongst other provisions, the long-awaited increases to the ITCs and PTCs are expected to improve economics for wind, solar, and storage projects.


SOLAR/WIND ITC						•Increases back to 30% (planned to be 23% in 2034)

WIND PTC						•Increases rate to $0.0275/kWh (extended to 100% of credit amount; was down to 40%)

SOLAR PTC						•Included a new rate of $0.0275/kWh (in line with Wind PTC)

STORAGE ITC						•New ITC of 30% •Encourages stand-alone storage vs. current incentives which push towards solar + storage

ADDITIONAL POTENTIAL CREDITS (for both ITC & PTC)						•10-20% for low-income communities •10% for energy communities •10% for domestic content

TRANSFERABILITY OF CREDITS						•Owner can sell their tax credits directly to corporate taxpayers seeking to reduce their tax liability

OTHER NOTABLE MENTIONS						•Incentive levels described above require project to meet several requirements such as prevailing wage and apprenticeship requirements (projects >1MWac) •Interconnection eligibility (projects <5MWac) •EV and Hydrogen credits, resource neutrality after 2024 and direct pay

Production Tax Credits

Production Tax Credits, or PTCs, are provided to owners of certain renewable energy projects that produce electricity for sale to unrelated persons. This credit is applicable for a 10-year period from the time a project is placed into service and benefits owners with tax liabilities against which to claim the tax credit. Under current law, for wind projects that began construction prior to January 1, 2025, there is a 2.75 cent per kilowatt hour PTC.

Investment Tax Credits

Investment Tax Credits, or ITCs, provide that eligible systems, such as solar systems and fuel cell systems, receive a credit of up to 30% of the eligible cost-basis with no maximum limit. This credit is currently structured as a tax credit, whereby the owners of a qualifying renewable energy or energy efficient project can elect to receive the tax credit once the project is placed into service. The ITC for solar energy will begin to phase out for eligible projects that commence construction after the later of 2032 or the year the U.S. treasury secretary determines that the annual U.S. greenhouse gas emissions from electricity production has been reduced by at least 75% as compared to the calendar year 2022.

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State Incentives

Renewable Portfolio Standards

While varying based on jurisdiction, RPS specify that a portion of the power utilized by local utilities must be derived from renewable energy sources. States have created these standards to diversify their energy resources, promote domestic energy production and encourage economic development. Certain states have also adopted CES, which includes all sources of energy that have zero carbon emissions. According to the EIA, 39 states and the District of Columbia have enacted RPS or CES programs, set mandates, or set goals that require utilities to include or obtain a minimum percentage of their energy from specific renewable and other clean energy sources. Under the RPS programs, utilities can (1) build or own renewable energy generation facilities, (2) purchase energy or RECs generated from renewable energy generation facilities, or (3) pay a penalty for any shortfalls in meeting the RPS.

Renewable Energy Credits

RECs are used in conjunction with compliance with an RPS program or as tradable certificates that represent a certain number of kilowatt hours of energy that have been generated by a renewable source or that have been saved by an energy efficiency project, which provide further support to renewable energy initiatives. RECs are produced in conjunction with the generation of renewable energy and can be used for state RPS compliance or traded or sold to load-serving entities or to third parties, brokers and other market makers for investment purposes. Many states have specific compliance carve-outs for different types of renewable generation.

Feed-In Tariffs

Certain U.S. states and provinces of Canada have implemented feed-in tariffs (“FITs”) that entitle the renewable energy producer to enter into long-term contracts pursuant to which payment is based on the cost of generation for the diverse types of renewable energy projects. In addition to differences in FITs based on the type of project, FITs vary based on projects in various locations, such as rooftops or ground-mounted for solar photovoltaic projects, different sizes, and different geographic regions. FITs are available to anyone including homeowners, business owners, farmers, as well as private investors. The tariffs are typically designed to ratchet downward over time to both track and encourage technological change.

Environmental Regulation

We are subject to extensive environmental regulation, which has become more stringent over time. Various U.S. federal, state and local permits are required to construct renewable energy and energy efficiency projects. The projects in which we invest must conform to all applicable environmental regulations and codes, including those relating to the discharge of materials into the air, water and ground, which will vary from place to place and time to time, as well as be based on the type of renewable energy asset involved in the project. Each of these sources is subject to periodic modifications and what we anticipate will be increasingly stringent requirements. Compliance with such environmental regulations and codes is an important aspect of our ability to continue our operations.

We seek to purchase, finance or otherwise invest in projects that are at least “shovel ready,” meaning that all, or substantially all, planning, engineering and permitting, including all major permits and approvals from local and state regulatory agencies, are in place and construction can begin immediately or upon receipt of certain final permits that must be obtained immediately prior to construction. However, the projects in which we invest may incur significant costs in the ordinary course of business related to operations, maintenance and continued compliance with laws, regulations and permit requirements.

We are subject to the requirements of the federal Occupational Safety and Health Act, as amended (“OSHA”), and comparable state laws that protect and regulate employee health and safety. We endeavor to maintain compliance with applicable OSHA and other comparable government regulations.

Failure to comply with these laws, regulations and permit requirements may result in administrative, civil and criminal penalties, imposition of investigatory, clean-up and site restoration costs and liens, denial or revocation of permits or other authorizations and issuance of injunctions to limit or cease operations. In addition, claims for damages to persons or property have been brought and may in the future result from environmental and other impacts of the activities of our projects. Historically, environmental compliance costs have not had an adverse effect on our operations or financial position.

Competition

Although we believe there is currently a capital shortage in the renewable energy sector, we still compete for projects with other energy corporations, including investment funds (such as private equity funds and mezzanine funds) and traditional financial services companies (such as commercial banks and other sources of funding), as well as utilities and other producers of electricity. Moreover, alternative investment vehicles also make investments in renewable energy projects. Our competitors may be substantially larger and have considerably greater financial, technical and marketing resources than we do.

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Human Capital

As of December 31, 2023, the Company had 203 employees.

The Company focuses on attracting, developing and retaining a team of highly talented and motivated employees. The Company regularly conducts assessments of its compensation and benefit practices and pay levels to help ensure that staff members are compensated fairly and competitively. The value and performance of the Company directly correlates with the character and talent of its employees. In addition to recruiting the best fit for the job, we take pride in creating an open and accessible work community where employees at all levels can thrive.

The Company is committed to maintaining a workplace that encourages, supports, and values diversity, equity and inclusion (“DEI”) and, as such, the Company launched its DEI committee in 2021. DEI is a strategic priority that is central to our culture, embedded in our values and integral to our business. The Company is making strides in achieving our vision of a fully-inclusive global workplace that celebrates diversity and fosters a sense of belonging by providing equal access, opportunities and treatment. The Company embraces our employees’ unique experiences and backgrounds—the cultural influences and identities that make up who we are—to enable a fully engaged and thriving workplace to drive our business forward. The Company’s DEI committee is dedicated to facilitating bold initiatives and advocacy across our organization.

Available Information

We file registration statements, proxy statements, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those statements and reports with the SEC. Investors may obtain copies of these statements and reports by accessing the SEC’s website at www.sec.gov. Our statements and reports and any amendments to any of those statements and reports that we file with the SEC are available free of charge as soon as reasonably practicable on our website at www.greenbackercapital.com. The contents of our website are not incorporated by reference in or are otherwise a part of this Annual Report.

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ITEM 1A. RISK FACTORS

Investing in the shares involves several significant risks. In addition to the other information contained herein, you should consider carefully the following information before making an investment decision regarding the shares. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, the value of the shares could decline, and you may lose part or all of your investment.

Summary of Risk Factors

Below is a summary listing of key risks, which are discussed in more detail later in this section:

Risks Related to Our Business and Structure

•Our ability to achieve our business objectives depends on our executive management team’s ability to manage and support our asset strategy. If we were to lose certain key members of our executive management team, our ability to achieve our business objectives could be significantly harmed.

•We have a limited history operating as an internally managed company, which could negatively impact our future performance and we may be exposed to risks which we have not historically encountered.

•Because our business model depends to a significant extent upon relationships with renewable energy developers, utilities, energy companies, investment banks, commercial banks, individual and institutional investors, consultants, engineering, procurement and construction companies, contractors, and renewable energy technology manufacturers (such as panel manufacturers), the inability to maintain relationships, or the failure of these relationships to generate business opportunities, as well as failure by such entities to comply with applicable laws and regulations or follow ethical business practices, could adversely affect our business.

•Our success is subject to general market and economic conditions we cannot control or predict, including but not limited to acts of terrorism or related acts of war, natural disaster, pandemics (such as COVID-19), inflation, supply chain disruptions or other catastrophic events.

•The amount of any distributions we may pay is uncertain. We may not be able to sustain the payment of distributions, and our distributions may not grow over time.

•Investment return may be reduced if we are required to register as an investment company under the Investment Company Act.

•Cybersecurity risks could result in the loss of data, interruptions in our business and damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations.

•Our Board of Directors may change our business and acquisition policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to investors.

•Conflicts of interest may arise in the allocation of acquisition opportunities.

•The transition of the focus of our business has resulted in a change in accounting that does not purport to represent our historical consolidated financial information and is not necessarily indicative of our future results of operations and financial performance.

•Our business in the future may be different from our current business.

Risks Related to Our Acquisitions and Industry Focus

•Our strategic focus is on the renewable energy, energy efficiency and related sectors, which subjects us to more risks than if we were broadly diversified.

•Existing regulations and policies and changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use of energy generation and consumption projects, including solar and wind energy projects, which may significantly reduce our ability to meet our investment objectives.

•The profitability of our projects may be adversely affected if they are subject to regulation under the Federal Power Act, or state or local public utility laws and regulations that regulate the sale of electricity.

•Our projects may rely on electric transmission lines and other transmission facilities that are owned and operated by third parties. In these situations, our projects will be exposed to transmission facility curtailment risk, including but not limited to curtailment caused by breakdown of the power grid system, which may delay and increase the costs of our projects or reduce the return to us on those investments.

•Liability relating to environmental matters may impact the value of properties that we may acquire or the properties underlying our projects.

•We may invest in tax equity partnerships, which creates additional risk because, among other things, we cannot exercise sole decision-making power and our partners may have different economic interests than we have.

•If the market for various types of climate solutions projects or the investment techniques related to such projects do not develop as we anticipate, new business generation in this target area may be adversely impacted.

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•Our assets may be exposed to an increase in climate change or other change in meteorological conditions which could have an impact on electric generation, revenue or insurance costs, all of which could adversely affect our business, financial condition and results of operations and cash flows.

•Changes in the treatment or qualification of RECs may adversely impact our business.

•We may be exposed to uninsured losses and may experience increased insurance costs.

•We do not own all of the land on which the projects in our portfolio are located.

•We will be required to make substantial capital expenditures to develop the projects in our growth pipeline, repower existing assets and pursue new growth opportunities.

•Certain of our investments are subject to changes in market value and other risks, which may materially adversely affect our liquidity, financial condition and results of operations.

•If the solar power industry experiences a shortage of key inputs, such as polysilicon, the profitability of solar power-producing projects may decrease, which may result in slower growth in the solar power market than we anticipate.

•The operating results of the projects in which we invest that produce solar power may be negatively affected by a number of factors.

•If wind conditions are unfavorable or below our estimates on any of our wind projects, the electricity production on such project and therefore, our income, may be substantially below our estimates.

•Our investment in a biomass facility may be negatively affected by our inability to maintain stockpiles of the products on which such facility operate and/or to source the necessary personnel to operate such facility.

•Our investments in energy storage facilities may be negatively affected by a number of factors, including increases in storage costs, risk of fire and decreases in retail peak electricity pricing.

•In our due diligence review of potential investments, we may rely on third-party consultants and advisors and representations made by sellers of potential portfolio projects, and we may not identify all relevant facts that may be necessary or helpful in evaluating potential investments.

•There can be no guarantee that newly developed technologies that we invest in will perform as anticipated.

•Our investment management business is highly regulated and failure to comply with the various rules and regulations of the jurisdictions in which we operate could have adverse effects.

Risks Related to Debt Financing and Lending

•We may need to incur financial leverage to be able to achieve our investment objectives. We cannot guarantee the availability of such financings.

•If we borrow money, the potential for gain or loss on the amounts invested in us will be magnified and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available for distribution to our members, and result in losses.

•We will be exposed to risks associated with changes in interest rates.

•Cross-collateral arrangements among projects within our portfolio could expand the negative impact of a problem with one project to negatively affect other projects in our portfolio.

•We are subject to credit and performance risk from customers, hedging counterparties and vendors.

Risks Related to Our Shares

•Our calculations of NAV and MSV are based on internally established procedures and not governed by governmental or independent securities, financial or accounting rules or standards.

•The shares that were sold in our security offerings will not be listed on an exchange or quoted through a quotation system for the foreseeable future, if ever. Therefore, when purchasing any class of shares, investors have limited liquidity and may not receive a full return of their invested capital if they sell their shares.

Risks Related to Tax

•Members may realize taxable income without cash distributions, and may have to use funds from other sources to fund tax liabilities.

•The U.S. IRS could adjust or reallocate items of income, gain, deduction, loss and credit with respect to the shares if the IRS does not accept the assumptions or conventions we utilize.

•If we were to become taxable as a corporation for U.S. federal income tax purposes, we would be required to pay income tax at corporate rates on our net income, and distributions by us to members would constitute dividend income taxable to such members, to the extent of our earnings and profits.

•Indemnification claims by a tax equity investor, project lender, or other counterparty may reduce our right to cash flows generated by a project and could result in a cross-default under project-level debt financing.

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Risks Related to Our Business and Structure

Our ability to achieve our business objectives depends on our executive management team’s ability to manage and support our asset strategy. If we were to lose certain key members of our executive management team, our ability to achieve our business objectives could be significantly harmed.

We are dependent on the diligence, skill and network of industry relationships and other business contacts of our executive management team to execute our asset acquisition strategy and achieve our objectives. Our executive management team evaluates, negotiates, structures, closes and monitors our assets. Our success depends to a significant extent on the continued service of our executive management team, particularly Charles Wheeler, David Sher, Christopher Smith and Matt Murphy. The departure of any of our executive management team could have a material adverse effect on our ability to achieve our business objectives.

There is intense competition for experienced senior management and personnel with technical and industry expertise in the renewable energy industry, and we may not be able to retain these officers or key team members. We have entered into employment letters with certain members of our executive management team including non-competition agreements. The non-competition agreements do not ensure the continued service of these executive officers. In addition, we currently do not maintain “key person” insurance covering any member of our management team. Additionally, the employment letters with certain members of our executive management team provide that if their employment with us terminates under certain circumstances we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment. The loss of any of our key team members, particularly to competitors, could have a material adverse effect on our business, financial condition and results of operations and cash flows.

We have a limited history operating as an internally managed company, which could negatively impact our future performance and we may be exposed to risks which we have not historically encountered.

We have a limited operating history as an internally managed company, which could negatively impact our future performance and we may be exposed to risks which we have not historically encountered. We have only operated as a fully integrated and internally managed company with our own executive management team and other employees to manage our business and operations since the Acquisition. Although we no longer bear the costs of the various fees and expense reimbursements previously paid to GCM under the now terminated Advisory Agreement, we have experienced increased expenses as our expenses now include the compensation and benefits of our officers and employees, as well as overhead previously incurred by GCM and Greenbacker Administration. We have and may in the future encounter unforeseen or increased costs, expenses and difficulties associated with our internal operations. If we incur unexpected or increased expenses, our results of operations could be adversely affected.

Further, we have experienced and may continue to experience difficulty in the continued integration of the functions performed by GCM and Greenbacker Administration as stand-alone entities, and we could have difficulty retaining our personnel, including those performing management, capital raising, investment and general and administrative functions. These personnel have a great deal of know-how and experience and replacing such personnel could prove challenging. We may also fail to properly identify the appropriate mix of personnel and capital needs to operate successfully as a stand-alone entity. An inability to effectively manage our internal operations could result in our incurring excess costs and operating inefficiencies and may divert our management’s attention from operating our business.

Such risks may impact our ability to achieve the cost savings and economies of scale expected to be realized as a result of the Acquisition. A failure to achieve such cost savings and economies of scale could have a material adverse effect on our business, financial condition and results of operations and affect the value of our common shares.

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Because our business model depends to a significant extent upon relationships with renewable energy developers, utilities, energy companies, investment banks, commercial banks, individual and institutional investors, consultants, engineering, procurement and construction companies, contractors, and renewable energy technology manufacturers (such as panel manufacturers), the inability to maintain relationships, or the failure of these relationships to generate business opportunities, as well as failure by such entities to comply with applicable laws and regulations or follow ethical business practices, could adversely affect our business.

We rely to a significant extent on our relationships with renewable energy developers, energy consultants, retail energy providers, utilities; energy companies, investment banks, commercial banks, individual and institutional investors, consultants, EPCs, contractors, and renewable energy technology manufacturers (such as panel manufacturers), among others, as a source of potential investment opportunities. If we fail to maintain our relationships with other sponsors or sources of business opportunities, we will not be able to grow our portfolio, or will grow it at a slower rate. In addition, individuals with whom we have relationships are not obligated to provide us with business opportunities, and, therefore, there is no assurance that such relationships will generate business opportunities for us. Further, although we are dependent on such relationships to generate business opportunities, we have no control over the actions or business practices of such entities. Accordingly, we cannot guarantee that they will follow ethical business practices, such as fair wage practices and compliance with environmental, safety, and other local laws. A lack of demonstrated compliance could lead us to seek alternative relationships, which could increase our costs and result in delayed projects, delivery of components and materials, or other disruptions of our operations. Violation of labor or other laws divergence of labor or other practices from these generally accepted as ethical in the U.S. or other markets in which we do business could also attract negative publicity for us and harm our business.

Our success is subject to general market and economic conditions we cannot control or predict, including but not limited to acts of terrorism or related acts of war, natural disaster, pandemics (such as COVID-19), inflation, supply chain disruptions or other catastrophic events.

Our business is affected by conditions in the financial markets and economic and political conditions throughout the world, such as interest rates, the availability and cost of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to our taxation, taxation of our investors and the possibility of changes to regulations applicable to alternative asset managers such as GCM), trade policies, commodity prices, tariffs, currency exchange rates and controls and national and international political circumstances (including wars and other forms of conflict, civil unrest, terrorist acts, and security operations) and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and pandemics (such as COVID-19) could materially affect our business to the extent it materially affects global economies or global financial markets. These factors are outside of our control and may affect our performance and the liquidity and value of our assets, and we may not be able to or may choose not to manage our exposure to these conditions, which may result in adverse consequences for us and result in substantial losses.

A depression, recession or slowdown in the U.S. would have a pronounced impact on us, the value of our assets and our profitability, impede the ability of our assets to perform under or refinance their existing obligations, and impair our ability to effectively deploy our capital or realize upon investments on favorable terms. Beginning in 2021, the U.S. began experiencing increased wage and price inflation, as evidenced by increases in the consumer price index. The annual rate of inflation in the U.S. reached 6.5% in December 2022, and reached 3.4% in December 2023. In response to inflationary pressure, the United States Federal Reserve (the “Federal Reserve”) and other global central banks raised interest rates in 2022 and 2023; however, we cannot predict with certainty any future action that the Federal Reserve and/or any other global central bank may take with respect to interest rates. To the extent that interest rate cuts do not occur at all or result in a lower-than-expected reduction in interest rates, the effects of inflationary pressure could continue to affect our success. The degree of any continued inflation, and length of time it continues, will be impacted by any further steps the Federal Reserve takes to combat inflationary pressures, such as by continuing to adjust interest rates. Concerns over continuing inflation, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels as well as geopolitical tension, have precipitated market volatility. Inflation or the absence of cost decreases could adversely affect us by increasing the actual or expected costs of land, raw materials, and labor, and other goods and services needed to operate our business, which in turn may raise our cost of capital and the costs of developing, constructing, and operating a project, making it more difficult to develop and operate our projects. Should cost increases occur, prospective counterparties may also choose to forego or delay signing PPAs or other agreements with us. Significant increases in actual or expected costs could negatively impact the Company’s business in a manner that could adversely affect the Company’s financial condition and results of operations.

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Moreover, market disruptions in a single country could cause a worsening of conditions on a regional and even global level, and economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could result in problems in one country adversely affecting regional and even global economic conditions and markets. For example, concerns about the fiscal stability and growth prospects of certain European countries in the last economic downturn had a negative impact on most economies of the Eurozone and global markets and the current ongoing conflict between Russia, Belarus and Ukraine could have a negative impact on those countries and others in the region. Similarly, the more recent conflict between Israel and Hamas could have a negative impact on the global markets and affect the fiscal stability and growth prospects of countries in the region. In addition, facilities of third parties on which the Company relies on to obtain supplies from may be at greater risk of future terrorist activities. The occurrence of similar crises in the future could cause increased volatility in the economies and financial markets of countries throughout a region, or even globally.

In August 2023, the U.S. Department of Commerce announced the final determinations in the circumvention inquiries of solar cells and modules from the People’s Republic of China. The Department of Commerce found that certain Chinese producers were shipping their solar products through Cambodia, Malaysia, Thailand, and/or Vietnam for minor processing in an attempt to avoid paying antidumping and countervailing duties. Additional taxes, tariffs, duties, or other assessments on renewable energy or the equipment necessary to generate or deliver it, such as antidumping and countervailing duty rates, as a result of this final determination, or further investigations and determinations, could impede the realization of our U.S. renewables strategy by resulting in, among other items, lack of a satisfactory market for the development and/or financing of our U.S. renewable energy projects, abandoning the development of certain U.S. renewable energy projects, a loss of our investments in the projects, and/or reduced project returns.

The length and severity of any economic slowdown or downturn, or any such terrorist attacks, cannot be predicted with confidence at this time. Any of the foregoing could have a significant impact on our business and result in substantial losses.

The amount of any distributions we may pay is uncertain. We may not be able to sustain the payment of distributions, and our distributions may not grow over time.

Subject to the Company’s board of directors’ (the “Board of Directors”) discretion, based upon management’s recommendations, and applicable legal restrictions, we authorize and declare distributions quarterly and pay distributions monthly. However, while we intend to pay these distributions to our members out of assets legally available for distribution, we cannot assure that we will achieve investment results that will allow us to make a targeted level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by, among other things, the impact of the risks described herein. All distributions will be paid at the discretion of our Board of Directors, based on management’s recommendations, and will depend on our earnings, our financial condition, compliance with applicable regulations and such other factors as our Board of Directors may deem relevant from time to time. We cannot assure that we will pay distributions to our members in the future. In the event that we encounter delays in locating suitable business opportunities, we may pay all or a substantial portion of our distributions from borrowings and other sources, without limitation. If we fund distributions from financings, then such financings will need to be repaid, and if we fund distributions from offering proceeds, then we will have fewer funds available for investments in renewable energy and energy efficiency projects, which may affect our ability to generate future cash flows from operations and, therefore, reduce overall return. Accordingly, members who receive the payment of a dividend or other distribution from us should not assume that such dividend or other distribution is the result of a net profit earned by us.

Investment return may be reduced if we are required to register as an investment company under the Investment Company Act.

We conduct our operations directly and through wholly or majority-owned subsidiaries, so that the Company and each of its subsidiaries do not fall within, or are excluded from, the definition of an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Under Section 3(a)(1)(A) of the Investment Company Act, a company is deemed to be an “investment company” if it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Under Section 3(a)(1)(C) of the Investment Company Act, a company is deemed to be an “investment company” if it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities, and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, which we refer to as the “40% test.” Excluded from the term “investment securities,” among other instruments, are U.S. government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of “investment company” set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

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We conduct our operations so that the Company, and most, if not all, of its wholly owned and majority-owned subsidiaries comply with the 40% test. We will monitor our holdings on an ongoing basis and determine compliance with this test in connection with new acquisitions. We expect most, if not all, of our wholly owned and majority-owned subsidiaries to rely on an exception from the definition of “investment company” other than the exceptions under Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act. Consequently, interests in these subsidiaries (which constitute most, if not all, of our assets) generally will not constitute “investment securities.” Accordingly, we believe the Company, and most, if not all, of its wholly owned and majority-owned subsidiaries. will not be considered investment companies under Section 3(a)(1)(C) of the Investment Company Act.

We are organized as a holding company and will conduct our business through our wholly owned and majority-owned subsidiaries. Accordingly, we believe that our Company will not be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act because we will not engage primarily or hold ourselves out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through the Company’s wholly owned or majority-owned subsidiaries, the Company is primarily engaged in the non-investment company businesses of these subsidiaries; namely, the business of acquiring and financing renewable energy and energy efficiency projects.

We make the determination of whether an entity is a majority-owned subsidiary of the Company for purposes of the analysis of our status as an investment company pursuant to Section 3(a)(1)(C) of the Investment Company Act. The Investment Company Act defines a “majority-owned subsidiary” of a person as a company that represents 50% or more of the outstanding voting securities owned by such person, or by another company which is a majority-owned subsidiary of such person. The Investment Company Act further defines “voting securities” as any security presently entitling the owner or holder thereof to vote for the election of directors of a company. We treat companies in which we own at least a majority of the outstanding voting securities as majority-owned subsidiaries for purposes of the 40% test. We have not requested the SEC or its staff to approve our treatment of any company as a majority-owned subsidiary and neither the SEC nor its staff has done so. If the SEC or its staff were to disagree with our treatment of one of more companies as majority-owned subsidiaries, we would need to adjust our strategy and our assets in order to continue to pass the 40% test. Any such adjustment in our strategy could have a material adverse effect on us.

Some of our majority-owned subsidiaries may also rely on the exceptions from the definition of investment company under Section 3(c)(5)(A) or (B) of the Investment Company Act, which except from the definition of investment company, respectively, (i) any person who is primarily engaged in the business of purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable and other obligations representing part or all of the sales price of merchandise, insurance and services; or (ii) any person who is primarily engaged in the business of making loans to manufacturers, wholesalers and retailers of, and to prospective purchasers of, specified merchandise, insurance and services. The SEC staff has issued no-action letters interpreting Section 3(c)(5)(A) and (B) and has taken the position that these exceptions are available to a company with at least 55% of its assets consisting of eligible loans and receivables of the type specified in Section 3(c)(5)(A) and (B). We believe that most of the loans that we provide to finance renewable energy and energy efficiency projects relate to the purchase price of specific equipment or the cost to engage contractors to install equipment for such projects. Accordingly, we believe that most of these loans are eligible loans that qualify for this 55% test. However, no assurance can be given that the SEC or its staff will concur with this position. In addition, the SEC or its staff may, in the future, issue further guidance that may require us to reclassify our assets for purposes of qualifying with these exceptions. A change in the value of our assets could cause us or one or more of our wholly or majority-owned subsidiaries, including those relying on Section 3(c)(5)(A) or (B), to fall within the definition of “investment company,” and negatively affect our ability to maintain our exemption from regulation under the Investment Company Act. To avoid being required to register the company or any of its subsidiaries as an investment company under the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional income- or loss-generating assets that we might not otherwise have acquired, or may have to forgo opportunities to acquire interests in companies that we would otherwise want to acquire and that would be important to our investment strategy. There can be no assurance that the laws regulations governing the Investment Company Act, including the Division of Investment Management of the SEC providing more specific or different guidance regarding these exceptions, will not change in a manner that adversely affects our operations.

If we become obligated to register the Company or any of its subsidiaries as an investment company, the registered entity would have to comply with a variety of substantive requirements under the Investment Company Act, imposing, among other things:

•limitations on capital structure;

•restrictions on specified investments;

•prohibitions on transactions with affiliates; and

•compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.

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If we were required to register the Company as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.

Cybersecurity risks could result in the loss of data, interruptions in our business and damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations.

Our operations are highly dependent on our information systems and technology, and we rely heavily on them for our financial, accounting, treasury, communications, asset management and other data-processing needs. Such systems may fail to operate properly, become disabled or unavailable. In addition, such systems are from time to time subject to cyberattacks. Cybersecurity incidents and cyberattacks have been occurring globally at a higher frequency and severity. Threats are expected to continue to increase in frequency in the future according to the Cybersecurity & Infrastructure Security Agency (CISA). Our information technology systems, as well as those of other related parties, such as service providers, may be vulnerable to damage or interruption from cybersecurity breaches, computer viruses or other malicious code, “phishing” attempts and other forms of social engineering, network failures, computer and telecommunication failures, infiltration by unauthorized persons or other security breaches, usage errors by their respective professionals or service providers, power outages, communications or other service outages, or catastrophic events such as fires, tornadoes, floods, hurricanes or earthquakes. Cyberattacks and other security threats could originate from a wide variety of external sources, including cyber criminals, nation-state actors, hacktivists or other outside parties. Damages or interruptions may also result from cyberattacks or security threats originating from malicious or accidental acts of insiders, such as employees, or third-party agents and consultants. There can be no absolute assurance that the measures we take will ensure the integrity of our systems and will provide protection from cyberattacks or other threats. Cyberattack techniques change frequently and are not often recognizable until after successful execution.

The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. In addition, we could also suffer losses related to the failure to timely update or incorrectly change our information systems and technology. Furthermore, we have become increasingly reliant on third-party service providers for most aspects of our business. These third-party service providers could also face ongoing cybersecurity threats and compromises of their systems, and as a result, unauthorized individuals could gain access to certain confidential data.

Cybersecurity has become a top priority for regulators around the world. Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including, for example, the California Consumer Privacy Act that went into effect in January 2020. Some jurisdictions have also enacted laws requiring companies to notify individuals and government agencies of data security breaches involving certain types of personal data. Further, the SEC adopted its final rule on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure in July 2023, which requires public companies to disclose material cybersecurity incidents on Form 8-K and which modified Form 10-K to include specific cybersecurity risk management and governance disclosure. Breaches in security, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize our, our employees’ or our investors’ or counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, our employees’, our investors’, our counterparties’ or third parties’ business and operations, which could result in significant financial losses, increased costs, liability to our investors and other counterparties, regulatory intervention and reputational damage. Furthermore, if we fail to comply with the relevant laws and regulations or fail to provide the appropriate regulatory or other notifications of breach in a timely manner, it could result in regulatory investigations and penalties.

Our Board of Directors may change our business and acquisition policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to investors.

Our Board of Directors determines our operational policies and may amend or revise our policies, including our policies with respect to our business, acquisitions, growth, operations, compensation, indebtedness, capitalization and distributions, or approve transactions that deviate from these policies, without a vote of, or notice to, our shareholders at any time. We may change our investment guidelines and our strategy at any time with the approval of our Board Directors, but without the consent of our shareholders, which could result in originating assets that are different in type from, and possibly riskier than, the assets initially contemplated. These changes could adversely affect our business, financial condition, results of operations and our ability to make distributions to our shareholders.

Conflicts of interest may arise in the allocation of acquisition opportunities.

GCM currently manages, and may in the future manage, other investment funds that pursue investment strategies involving our target assets. Accordingly, GCM has obligations to the other entities it manages, and may have additional obligations to entities it manages in the future, the fulfillment of which might not be in the best interests of the Company or its shareholders. In addition, the Company may compete with any such investment vehicle for the same investors and acquisition opportunities.

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GCM has adopted policies regarding the allocation of acquisition opportunities, however the application of such policies may result in the Company not participating, or not participating to the same extent, in acquisition opportunities in which it would have otherwise participated had the related allocations been determined without regard to such guidelines. Among the factors GCM considers in making investment allocations among the Company and our managed funds are the following: (i) each investment entity’s investment objectives and investment focus, (ii) sourcing of an investment opportunity (and with respect to an investment opportunity originated by a third-party, the relationship of a particular investment entity to or with such third-party), (iii) each investment entity’s liquidity and reserves (including whether an investment entity is able to commit to invest all capital required to consummate a particular investment opportunity), (iv) the anticipated future pipeline of suitable investments, (v) each investment entity’s diversification (including the actual, relative or potential exposure of an investment entity to the type of investment opportunity in terms of its existing portfolio), (vi) the amount of capital available for investment by each investment entity as well as each investment entity’s projected future capacity for investment (including whether an investment entity is able to invest all capital required to consummate a particular investment opportunity), (vii) the size, liquidity and duration of the investment, (viii) the availability of other suitable investments for each investment entity, (ix) legal, tax, accounting, regulatory and other considerations, (x) any other relevant limitations imposed by or conditions set forth in the applicable offering and organizational documents of each investment entity and (x) any other consideration deemed relevant by GCM.

The transition of the focus of our business has resulted in a change in accounting that does not purport to represent our historical consolidated financial information and is not necessarily indicative of our future results of operations and financial performance.

Since inception, the Company’s historical financial statements were prepared using the Investment Basis. As a result of internalizing our operating structure, we were required to discontinue the application of ASC 946 and instead present our financial statements according to the Non-Investment Basis. The results reflected in the historical financial statements included in this Annual Report have been presented prior to and subsequent to this change in status and are not comparable and therefore may not be indicative of our future financial condition or operating results. We urge you to carefully consider the basis on which the historical financial information included herein was prepared and presented.

Our business in the future may be different from our current business.

We have taken steps to transition the focus of our business from being an investor in clean energy projects to a diversified independent power producer coupled with an investment management business. Our current IPP business consists of wind, solar, storage and ancillary power generation assets primarily across the United States and Canada. We may own interests in other renewable power operations, and we may seek to divest of certain of our existing assets or business in the future. The risks associated with the operations of our future business may differ from those associated with our current business. We expect our investment management business will continue to expand and future managed funds that we provide services to may change over time as that business grows.

Risks Related to Our Acquisitions and Industry Focus

Our strategic focus is on the renewable energy, energy efficiency and related sectors, which subjects us to more risks than if we were broadly diversified.

Because we are specifically focused on the renewable energy, energy efficiency and related sectors, investments in our shares may present more risks than if we were broadly diversified over more sectors of the economy. Therefore, a downturn in the renewable energy or energy efficiency sectors would have a greater impact on us than on a company that is not concentrated in limited segments of the economy. Companies that produce renewable energy can be negatively affected by lower energy output resulting from variable inputs, mechanical breakdowns, faulty technology, competitive electricity markets or changing laws that mandate the use of renewable energy sources by electric utilities.

In addition, companies that engage in energy efficiency projects may be unable to protect their intellectual property, or face declines in the demand for their services due to changing governmental policies or budgets. At times, the returns from investments in the renewable energy and energy efficiency sectors may lag the returns of other sectors or the broader market.

Furthermore, with respect to the construction and operation of individual renewable energy and energy efficiency projects, there are several additional risks, including (i) substantial construction risk, including the risk of delay, that may arise due to inclement weather or labor disruptions; (ii) the risk of entering into markets where we have limited experience; (iii) the need for substantially more capital to complete than initially budgeted and exposure to liabilities as a result of unforeseen environmental, construction, technological or other complications; (iv) a decrease in the availability, pricing and timeliness of delivery of raw materials and components necessary for the projects to function; (v) the continued good standing of permits, authorizations and consents from local city, county, state and U.S. federal governments as well as local and U.S. federal governmental organizations; and (vi) the consent and authorization of local utilities or other energy development offtakers to ensure successful interconnection to energy grids to enable power sales.

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Existing regulations and policies and changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use of energy generation and consumption projects, including solar and wind energy projects, which may significantly reduce our ability to meet our investment objectives.

The market for electricity generation and consumption projects is influenced by U.S. federal, state and local government regulations and policies concerning the electric utility industry, as well as policies promulgated by electric utilities. Similar governmental influences apply in the other jurisdictions in which we may invest. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. In the United States and in several other countries, these regulations and policies are being modified and may continue to be modified. Customer purchases of, or further investment in the research and development of, alternative energy sources, including solar energy technology, could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for renewable energy and energy efficiency project development and investments. For example, without certain major incentive programs and/or the regulatory mandated exception for renewable energy or energy efficiency systems, utility customers are often charged interconnection or standby fees for putting distributed power generation on the electric utility network. These fees could increase the cost to our customers of using our renewable energy and energy efficiency projects and make them less desirable, thereby harming our business, prospects, results of operations and financial condition.

We anticipate that our renewable energy and energy efficiency projects will be subject to oversight and regulation in accordance with national and local ordinances relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. It is difficult to track the requirements of individual states and design equipment to comply with the varying standards. Any new government regulations or utility policies pertaining to our renewable energy or energy efficiency projects may result in significant additional expenses or related development costs and, as a result, could cause a significant reduction in demand for our investments.

The profitability of our projects may be adversely affected if they are subject to regulation under the Federal Power Act, or state or local public utility laws and regulations that regulate the sale of electricity.

Companies owning or operating electric generation projects may be subject to regulatory requirements under the FPA or state or local public utility laws. The FPA grants the FERC jurisdiction over the sale of electric power for resale (i.e., sales at wholesale) in interstate commerce. Jurisdiction over retail sales (i.e., the sale of power to end users) is left to the states. Rates and charges for wholesale sales of electric power are subject to FERC’s supervision. Upon an appropriate showing, FERC will authorize an entity to engage in wholesale sales of electricity at negotiated rates based on market conditions (i.e., market-based rates) rather than at cost-based rates pre-approved by FERC. FERC continues to have jurisdiction over entities granted market-based rate authority and retains the authority to remove the authorization to sell at market-based rates and otherwise impose additional conditions.

On the state level, public utility regulatory commissions have jurisdiction over retail electric sales and regulate the rates and other terms and conditions of “public utilities” as defined by relevant state law.

Certain of our future projects will be Qualifying Facilities (“QFs”) and/or Exempt Wholesale Generators (“EWGs”). Depending on their production capacity, certain QFs are exempt from regulation (i) under most of the FPA (including the need to obtain market-based rate authority); (ii) under the Public Utility Holding Company Act of 2005 (“PUHCA”); and (iii) under state law as to rates and financial and organizational regulation of electric utilities. EWGs are generally exempt from FERC regulation under PUHCA, but remain subject to general FERC regulation under the FPA (including the requirement to obtain market-based authority).

If any of our portfolio companies are deemed to have violated the FPA, we may be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of our market-based rate authority, as well as potential penalties.

Certain projects, depending on their production capacity and configuration, may be subject to the reliability standards of the North American Electric Reliability Corporation. If we fail to comply with the mandatory reliability standards, we could be subject to sanctions, including monetary penalties and additional compliance obligations.

Although the sale of electric energy has been to some extent deregulated, the industry remains subject to extensive regulation. We cannot predict the future design of wholesale power markets or the ultimate effect ongoing regulatory changes will have on our business, or certain market changes that could impact our financial condition and adversely affect our operations.

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Our projects may rely on electric transmission lines and other transmission facilities that are owned and operated by third parties. In these situations, our projects will be exposed to transmission facility curtailment risk, including but not limited to curtailment caused by breakdown of the power grid system, which may delay and increase the costs of our projects or reduce the return to us on those investments.

Our projects may rely on electric transmission lines and other transmission facilities owned and operated by third parties to deliver the electricity our projects generate. We expect some of our projects will have limited access to interconnection and transmission capacity because there are many parties seeking access to the limited capacity that is available. We may not be able to secure access to this limited interconnection or transmission capacity at reasonable prices or at all. Moreover, a failure in the operation by third parties of these transmission facilities could result in our losing revenues, because such a failure could limit the amount of electricity we deliver. In addition, our production of electricity may be curtailed due to third-party transmission limitations or limitations on the grid’s ability to accommodate intermittent energy sources, reducing our revenues and impairing our ability to capitalize fully on a project’s potential. Such a failure or curtailment at levels significantly above which we expect could have a material adverse effect on our business, financial condition and results of operations.

Liability relating to environmental matters may impact the value of properties that we may acquire or the properties underlying our projects.

Under various U.S. federal, state and local laws, an owner or operator of a project may become liable for the costs of removal of certain hazardous substances released from the project of any underlying real property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances.

The presence of hazardous substances may adversely affect an owner’s ability to sell a contaminated project or borrow using the project as collateral. To the extent that a project owner becomes liable for removal costs, the ability of the owner to make payments to us may be reduced.

We typically have title to projects or their underlying real estate assets underlying our equity investments, or, in the course of our business, we may take title to a project or its underlying real estate assets relating to one of our debt investments, and, in either case, we could be subject to environmental liabilities with respect to these assets. To the extent that we become liable for the removal costs, our results of operation and financial condition may be adversely affected. The presence of hazardous substances, if any, may adversely affect our ability to sell the affected project, and we may incur substantial remediation costs, thus harming our financial condition.

We may invest in tax equity partnerships, which creates additional risk because, among other things, we cannot exercise sole decision-making power and our partners may have different economic interests than we have.

We currently invest in tax equity partnerships with third parties. There are additional risks involved in such transactions. As a co-investor in a tax equity partnership, we may not always be in a position to exercise sole decision-making authority relating to the project or asset. As a result, the operations of a project may be subject to the risk that the tax equity partners may make business, financial or management decisions with which we do not agree, or the management of the project may take risks or otherwise act in a manner that does not serve our interests. Because we may not have the ability to exercise sole control over such operations, we may not be able to realize some or all the benefits that we believe will be created from our involvement. In addition, there is the potential of our tax equity partner becoming bankrupt and the possibility of diverging or inconsistent economic or business interests between us and our partner. These diverging interests could, among other things, expose us to liabilities of the partnership in excess of our proportionate share of these liabilities. If any of the foregoing were to occur, our business, financial condition and results of operations could suffer as a result.

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If the market for various types of climate solutions projects or the investment techniques related to such projects do not develop as we anticipate, new business generation in this target area may be adversely impacted.

The market for various types of climate solutions projects is emerging and rapidly evolving, leaving their future success uncertain. Similarly, various investing techniques, such as leasing land for renewable energy projects, purchasing interests in existing renewable energy projects, the use of Commercial Property Assessed Clean Energy financing and the use of taxable debt for state and local energy efficiency or sustainable infrastructure financings are emerging and the future success of these investing techniques is also uncertain. If some or all market segments or investing techniques prove unsuitable for widespread commercial deployment or if demand for such projects or techniques fail to grow sufficiently, the demand for our capital may decline or develop more slowly than we anticipate. Many factors will influence the widespread adoption and demand for such projects and investing techniques, including general and local economic conditions, commodity prices of fossil fuel energy sources, the cost and availability of energy storage, the cost-effectiveness of various projects and techniques, performance and reliability of such technologies compared to conventional power sources and technologies, and the extent of government subsidies and regulatory developments. Any changes in the markets, products, technologies, financing techniques, or the regulatory environment could adversely impact the demand or financial performance for such projects.

Our assets may be exposed to an increase in climate change or other change in meteorological conditions which could have an impact on electric generation, revenue or insurance costs, all of which could adversely affect our business, financial condition and results of operations and cash flows.

The electricity produced and revenues generated by a renewable electric generation facility are highly dependent on suitable weather conditions, which are beyond our control. Components of renewable energy systems, such as turbines, solar panels and inverters, could be damaged by natural disasters or severe weather, including extreme temperatures, wildfires, hurricanes, hailstorms or tornadoes. Furthermore, the potential physical impacts of climate change may impact our investments, including the result of changes in weather patterns (including floods, tsunamis, drought, and rainfall levels), wind speeds, water availability, storm patterns and intensities, and temperature levels. The projects in which we invest will be obligated to bear the expense of repairing the damaged renewable energy systems and replacing spare parts for key components and insurance may not cover the costs or the lost revenue. Natural disasters or unfavorable weather and atmospheric conditions could impair the effectiveness of the renewable energy assets, reduce their output beneath their rated capacity, require shutdown of key equipment or impede operation of the renewable energy assets, which could adversely affect our business, financial condition and results of operations and cash flows. Sustained unfavorable weather could also unexpectedly delay the installation of renewable energy systems, which could result in a delay in our investing in new projects or increase the cost of such projects. The resulting effects of climate change can also have an impact on the cost of, and the ability of a project to obtain, adequate insurance coverage to protect against related losses.

We typically base our acquisition decisions with respect to each renewable energy facility on the findings of studies conducted on-site prior to construction or based on historical conditions at existing facilities. However, actual climatic conditions at a facility site may not conform to the findings of these studies. Even if an operating project’s historical renewable energy resources are consistent with the long-term estimates, the unpredictable nature of weather conditions often results in daily, monthly and yearly material deviations from the average renewable resources anticipated during a particular period. Therefore, renewable energy facilities in which we invest may not meet anticipated production levels or the rated capacity of the generation assets, which could adversely affect our business, financial condition and results of operations and cash flows.

The amount of electricity renewable energy generation assets produce is also dependent in part on the time of year. For example, because shorter daylight hours in winter months results in less solar irradiation, the generation of particular assets will vary depending on the season. Further, time-of-day pricing factors vary seasonally which contributes to variability of revenues. As a result, we anticipate the revenue and cash flow from certain of our assets to vary based on the time of year.

In addition, many of a project’s end-customers could be large entities with wide ranging activities. A climate related event in a non-related part of the business could have a material adverse impact on the financial strength of such end-customer and their ability to honor their contractual obligations which could negatively impact on revenue and the cash flow of the project and our business.

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Changes in the treatment or qualification of RECs may adversely impact our business.

We currently generate a portion of our revenue from the sale of RECs. RECs represent the “renewable” nature of the electricity. Creation of RECs depends on the type of renewable energy and can include other criteria such as location, size, date of operation of the project and energy delivery needs. RECs are sometimes sold bundled with electricity in PPAs that we are party to and other times may be sold separately to entities seeking to neutralize the emissions associated with their purchase and use of electricity from non-renewable sources. The demand for RECs, and their associated price, may change depending on the availability of renewable electricity in a particular jurisdiction, state and federal policies on the qualification of RECs to satisfy RPS requirements, and the need for entities to purchase such RECs to meet regulatory or other requirements or expectations. To the extent that renewable energy becomes more prevalent or the types of energy generation that qualify for RECs change, REC revenue generated by our assets may fall. Policy and legislative developments related to the creation, qualification status, and value of RECs are subject to change, and we cannot guarantee that the RECs we generate will have or retain value. Moreover, regulatory changes that reduce the quality or classification of RECs generated by certain of our assets have the potential to materially and adversely impact our financial condition and results of operation.

We may be exposed to uninsured losses and may experience increased insurance costs.

The insurance coverages and limits we carry, and the coverages and limits we require our contractual counterparties to carry, may not cover all losses that may arise in the course of our operations. Property insurance business income coverage is limited to a certain duration following a covered loss, which may not be adequate time to restore production in all cases. Some of our properties contain obsolete technology, for which insurance coverage is restricted. Some of the original equipment manufacturers who supplied equipment for our properties, and contractors who installed our equipment, are no longer in business, making their insurance and warranties unavailable for recovery. It is possible that incidents may occur resulting in losses greater than the insurance limits we have purchased. Some coverages are only available with aggregate limits, meaning that insurance coverage is eroded over the course of the policy period by payment of covered claims, reducing the amount available for subsequent claims in the same term. Some of our properties are located in areas exposed to natural disasters including earthquakes, floods, and windstorms. Our property insurance contains sublimits for such perils, reducing the limits available for resulting claims. In the event that the insurance we carry is insufficient to cover the full extent of losses that we experience, our financial position may be materially and adversely affected. The rates charged for the coverages we currently carry may increase substantially in the future, depending on our loss history; the losses experienced by the global insurance industry related to the energy sector; prevailing conditions in the insurance marketplace as insurers come and go and change their business appetites; and overall economic conditions. Due to the same reasons, the limits available to purchase may be reduced; or we may only be able to procure coverage with deductibles higher than we currently carry.

We do not own all of the land on which the projects in our portfolio are located.

Many of our projects are located on land occupied under long-term leases. The ownership interests in the land that we lease may be subject to mortgages securing loans or other liens and other easements, lease rights and rights-of-way of third parties, rights to develop minerals, including oil and gas, and other rights that were created prior to our rights in the land. As a result, our rights under such easements, leases or rights-of-way may be subject, and subordinate, to the rights of these third parties. Additionally, our operations located on properties owned by others are subject to termination for violation of the terms and conditions of the various easements, leases or rights-of-way under which such operations are conducted. Any loss or curtailment of our rights to use the land on which our projects are or will be located could have a material adverse effect on our business, financial condition, or results of operation.

We will be required to make substantial capital expenditures to develop the projects in our growth pipeline, repower existing assets and pursue new growth opportunities.

A variety of factors will affect our ability to execute on our growth strategy, including, but not limited to, market conditions, the failure of the assumptions we have made about our market opportunities to materialize, costs relating to site control and transmission interconnections, costs of materials, construction costs and delays and other risks and factors discussed herein. To the extent that our liquidity, together with cash flows generated by our operating assets, is not sufficient to fund our development projects, we may be obligated to seek equity or debt financing.

If we are unable to secure funding, or if it is only available on terms that we determine are not acceptable to us, we may be unable to fully execute our business plan and our business, financial condition or results of operations may be adversely affected. Additionally, we may need to adjust the timing of our planned capital expenditures, project development and repower projects depending on the availability of such additional funding. Our ability to raise capital will depend on financial, economic and market conditions and other factors, many of which are beyond our control. We cannot assure you that such funding will be available on acceptable terms, or at all. Debt financing, if available, may subject us to restrictive covenants that could limit our flexibility in conducting future business activities and could result in us expending significant resources to service our obligations.

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Certain of our investments are subject to changes in market value and other risks, which may materially adversely affect our liquidity, financial condition and results of operations.

The Company holds certain investments where changes in the fair value affect our financial results. In some cases, there may be no observable market values for these investments, requiring fair value estimates to be based on other valuation techniques. This type of analysis requires significant judgment and the actual values realized in a sale of these investments could differ materially from those estimated. A sale of an investment below previously estimated value, or other decline in the fair value of an investment, could result in losses or the write-off of such investment, and may have a material adverse effect on our liquidity, financial condition and results of operations.

If the solar power industry experiences a shortage of key inputs, such as polysilicon, the profitability of solar power-producing projects may decrease, which may result in slower growth in the solar power market than we anticipate.

Solar power companies depend on certain technologies and key inputs, such as polysilicon. If the solar power industry experiences shortages of these technologies and key inputs, the profitability of the solar businesses in which we invest may be negatively impacted due to the resulting increase in prices of these technologies and key inputs. In addition, increases in polysilicon prices have in the past increased manufacturing costs for solar power producers and may impact manufacturing costs and net income or cause a shortage of polysilicon in the future. Polysilicon is also used in the semiconductor industry generally, and any increase in demand from that sector may cause a shortage. To the extent a shortage results in these types of technologies and key inputs due to price increases, the solar power market may experience slower growth than we anticipate.

The operating results of the projects in which we invest that produce solar power may be negatively affected by a number of factors.

In addition to shortages in technologies and key inputs and changes in governmental policies, the results of the projects in which we invest that produce solar power can be affected by a variety of factors, including the following:

•the average selling price of solar cells, solar panels and solar power systems;

•a decrease in the availability, pricing and timeliness of delivery of raw materials and components, particularly solar panels and components, including steel, necessary for solar power systems to function;

•the rate and cost at which solar power producers are able to expand their manufacturing and product assembly capacity to meet customer demand, including costs and timing of adding personnel;

•construction cost overruns, including those associated with the introduction of new products;

•the impact of seasonal variations in demand and/or revenue recognition linked to construction cycles and weather conditions;

•unplanned additional expenses such as manufacturing failures, defects or downtime;

•the impact of seasonal variations in sunlight on energy production;

•the impact of weather variations on energy production;

•acquisition and investment-related costs;

•the loss of one or more key customers or the significant reduction or postponement of orders from these customers;

•changes in manufacturing costs;

•the availability, pricing and timeliness of delivery of products necessary for solar power products to operate;

•changes in electric rates due to changes in fossil fuel prices;

•the lack of a viable secondary market for positions in solar energy projects; and

•the ability of a solar energy project to generate cash and pay yield substantially depends on power generation, which depends on the continuing productive capability of the solar energy hardware, including proper operations and maintenance of the solar energy hardware and fair sunlight for the life of the investment.

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If wind conditions are unfavorable or below our estimates on any of our wind projects, the electricity production on such project and therefore, our income, may be substantially below our estimates.

The financial performance of our projects that produce wind energy will be dependent upon the availability of wind resources. The strength and consistency of wind resources at wind projects will vary. Weather patterns could change, or the historical data could prove to be an inaccurate reflection of the strength and consistency of the wind in the future. If wind resources are insufficient, the assumptions underlying the economic feasibility about the amount of electricity to be generated by wind projects will not be met, and the project’s income and cash flows will be adversely impacted. Wind-producing projects and our evaluations of wind projects will be based on assumptions about certain conditions that may exist and events that may occur in the future. A number of additional factors may cause the wind resource and energy capture at wind projects to differ, possibly materially, from those initially assumed by the project’s management, including: (1) the limited time period over which the site-specific wind data were collected; (2) the potential lack of close correlation between site-specific wind data and the longer-term regional wind data; (3) inaccurate assumptions related to wake losses and wind shear; (4) the limitations in the accuracy with which anemometers measure wind speed; (5) the inherent variability of wind speeds; (6) the lack of independent verification of the turbine power curve provided by the manufacturer; (7) the potential impact of global warming and other climatic factors, including icing and soiling of wind turbines; (8) the potential impact of topographical variations, turbine placement and local conditions, including vegetation; (9) the power delivery schedule being subject to uncertainty; (10) the inherent uncertainty associated with the use of models, in particular future-oriented models; and (11) the potential for electricity losses to occur before delivery.

Furthermore, a project’s wind resources may be insufficient for it to become and remain profitable. Wind is naturally variable. The level of electricity production at any of our wind projects, therefore, will also be variable. If there are insufficient wind resources at a project site due to variability, the assumptions underlying our belief about the amount of electricity to be generated by the wind project will not be met. Accordingly, there is no assurance that a project’s wind resources will be sufficient for it to become or remain profitable.

If our wind energy production assessments turn out to be wrong, our wind energy projects could suffer several material adverse consequences, including (i) our wind energy production and sales for the project may be significantly lower than we predict; (ii) our hedging arrangements may be ineffective or more costly; (iii) we may not produce sufficient energy to meet our commitments to sell electricity or RECs and, as a result, we may have to buy electricity or RECs on the open market to cover our obligations or pay damages; and (iv) our projects may not generate sufficient cash flow to make payments of principal and interest as they become due on the debt we provided on the project, and we may have difficulty refinancing such debt.

Our investment in a biomass facility may be negatively affected by our inability to maintain stockpiles of the products on which such facility operate and/or to source the necessary personnel to operate such facility.

The production of biomass facilities can be significantly affected by the supply of and demand for specific products and services, especially biomass such as corn, wood chips or soybean oil, the supply and demand for energy commodities, the price of capital expenditures, government regulation, world and regional events and economic conditions. Generally, we will need to maintain a sufficient stockpile of the specific products on which biomass facilities operate. Our investment in such facility may be negatively affected by any such supply and/or demand shortages.

In addition, investments in biomass facilities require a team of experienced personnel to manage such facilities and are, therefore, more susceptible than our other investments to shortages in experienced personnel.

Our investments in energy storage facilities may be negatively affected by a number of factors, including increases in storage costs, risk of fire and decreases in retail peak electricity pricing.

Energy storage is a segment of the energy markets that has experienced significant growth in recent years as storage costs have fallen. The continued growth of the energy storage industry depends on a number of uncertain factors, including continued decreases in storage costs. Our investments in energy storage facilities may be negatively affected by increases in storage costs and/or decreases in procurement of energy storage. Energy storage technologies are immature and, thus, the performance of such technologies is uncertain. To the extent we invest in lithium-ion battery storage systems, such systems may be subject to risk of fire due to the fire risk associated with lithium-ion batteries.

In addition, our investments in energy storage systems may require us to guarantee an electricity customer’s utility bill cost savings by providing offsetting load during peak electricity consumption hours. If we are required to guarantee such cost savings and a customer’s cost savings decrease below the guaranteed amount, due to a decrease in retail peak electricity pricing or otherwise, we would be required to pay an amount equal to the difference between the customer’s actual cost savings and the guaranteed amount.

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In our due diligence review of potential investments, we may rely on third-party consultants and advisors and representations made by sellers of potential portfolio projects, and we may not identify all relevant facts that may be necessary or helpful in evaluating potential investments.

Before making investments, due diligence will typically be conducted in a manner that we deem reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, appraisers, accountants, independent engineers, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment, the costs of which will be borne by us. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to our reduced control of the functions that are outsourced. In addition, if we are unable to timely engage third-party providers, the ability to evaluate and acquire more complex targets could be adversely affected. In the due diligence process and in making an assessment regarding a potential investment, the Company will rely on the resources available to it, including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation carried out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity, particularly for large portfolio investments. Moreover, such an investigation will not necessarily result in the investment being successful. There can be no assurance that attempts to provide downside protection with respect to investments, including pursuant to the risk management procedures described in this annual report, will achieve their desired effect, and potential investors should regard an investment in us as being speculative and having a high degree of risk.

There can be no guarantee that newly developed technologies that we invest in will perform as anticipated.

We may invest in and use newly developed, less proven, technologies in our development projects or in maintaining or enhancing our existing assets. There is no guarantee that such new technologies will perform as anticipated. The failure of a new technology to perform as anticipated may materially and adversely affect the profitability of a particular development project or existing asset. All new technology integrated on our sites goes through a rigorous review and approval process, adheres to all prudent industry codes and & standards relating to renewable energy production, and is integrated in small batches as a proof of concept before being rolled out to larger parts of our fleet.

Our investment management business is highly regulated and failure to comply with the various rules and regulations of the jurisdictions in which we operate could have adverse effects.

We have a growing investment management business which is subject to risks. This business is extensively regulated by governmental agencies and other self-regulatory organizations in the U.S. and the foreign jurisdictions in which we operate. Any failure to comply with the various rules and regulations of these jurisdictions could result in liability or other risks, including the inability to carry on activities related to this line of our business, incurring additional expenses as a result of increased regulatory oversight, examinations relating to, among other things, antitrust law, anti-money laundering laws, anti-bribery laws, laws relating to foreign officials, tax laws and privacy laws and fines if we or GCM are deemed to have violated any regulations, and a decrease in profitability as a result of costs of complying with these regulatory matter and/or responding to any regulatory inquiries. Termination of advisory agreements with respect to GCM’s existing or future managed funds could also result in lost revenue for the Company and significant reputational damage impacting GCM’s ability to provide advisory services to other alternative investment funds. Any of these risks could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Debt Financing and Lending

We may need to incur financial leverage to be able to achieve our investment objectives. We cannot guarantee the availability of such financings.

To achieve our investment objectives, we may be required to utilize financial leverage. We may borrow money to make investments, for working capital, and to make distributions to our members. We are subject to the risk that we are unable to obtain financing at all or on commercial terms that are acceptable to us. Moreover, if we are able to obtain financing, we will be subject to the risk that our cash flow will not be sufficient to cover the required debt service payments and other risks associated with complying with required financial covenants. Our failure to comply with our obligations under these debt financings from time to time, may result in an event of default. A default, if not cured or waived, may permit acceleration of our indebtedness. If our indebtedness is accelerated, we may not have sufficient funds available to pay the accelerated indebtedness or the ability to refinance the accelerated indebtedness on terms favorable to us or at all. To the extent that we cannot meet our financing obligations, we risk the loss of some or all of our assets to liquidation or sale, at significantly depressed prices in some cases due to market conditions or otherwise, to satisfy the obligations. Furthermore, any amounts that we use to service our indebtedness will not be available for distributions to our members.

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As described below under Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources within this Annual Report, we were not in compliance with the debt service coverage ratio (as defined in the credit agreement) for the credit agreement related to GREC Entity HoldCo as of and for the fiscal quarter ended December 31, 2023. A default under the credit agreement permits the administrative agent, among other things, to declare all or any part of the outstanding principal amount of the loans under the credit agreement and related interest immediately due and payable. We are working in good faith with the lenders to secure a waiver of default. While we expect to receive a waiver of default, there is no guarantee that we will receive such waiver.

If we borrow money, the potential for gain or loss on the amounts invested in us will be magnified and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available for distribution to our members, and result in losses.

We currently use leverage to finance certain of our investments. We generally target a leverage ratio of up to $2 of debt for every $1 of equity on our overall portfolio, with individual allocations of leverage based on the mix of asset types and obligors; however, we will in no event exceed a leverage ratio of $3 of debt for every $1 of equity, unless any excess is approved by a majority of our independent directors. The amount of leverage that we employ will depend on our assessment of market and other factors at the time of any proposed borrowing. The Operating Agreement does not impose limits on the amount of leverage we may employ. There can be no assurance that leveraged financing will be available to us on attractive terms or at all. The use of leverage increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. If we use leverage to partially finance our investments, through borrowing from banks and other lenders, there will be an increased risk of investing in our shares. If the value of our assets decreases, leveraging would cause such value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions to our members.

We will be exposed to risks associated with changes in interest rates.

To the extent we borrow to finance our investments, we will be subject to financial market risks, including changes in interest rates. In response to inflationary pressure, the Federal Reserve and other global central banks raised interest rates in 2022 and 2023; however, we cannot predict with certainty any future action that the Federal Reserve and/or any other global central bank may take with respect to interest rates. An increase in interest rates, or the continuation of high interest rates, would make it more expensive to use debt for our financing needs. When we borrow, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we employ those funds. As a result, we can offer no assurance that a meaningful change in market interest rates will not have a material adverse effect on our net income. In periods of rising interest rates when we have debt outstanding, our cost of funds may increase, which could reduce our net investment income. We expect that our long-term fixed-rate investments will be financed primarily with equity and long-term debt. We may use interest rate risk management techniques to limit our exposure to interest rate fluctuations. These techniques may include borrowing at fixed rates or various interest rate hedging activities. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.

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Cross-collateral arrangements among projects within our portfolio could expand the negative impact of a problem with one project to negatively affect other projects in our portfolio.

Certain of our projects are subject to cross-collateral arrangements pursuant to which their assets are pledged to secure obligations related to projects that our respective operating subsidiary does not own. Under the terms of these arrangements, the failure of one or more of our subsidiaries to perform its obligations under contracts related to one of our projects could allow the counterparty to foreclose on one or more projects that might otherwise not have been negatively affected. The result of a foreclosure event under a cross-collateral arrangement could amplify the negative impact of an issue that might have otherwise affected only the specific project for which the performance obligations were not satisfied and have a material adverse effect on our business, financial condition, and results of operations.

We are subject to credit and performance risk from customers, hedging counterparties and vendors.

We are exposed to risks associated with the creditworthiness and performance of their customers, hedging counterparties and vendors under contracts for the supply of equipment, materials and other goods and services required for our business operations and for the construction and operation of, and for capital improvements to, our facilities. Adverse conditions in the energy industry or the general economy, as well as circumstances of individual customers, hedging counterparties and vendors, may adversely affect the ability of some customers, hedging counterparties and vendors to perform as required under their contracts with us.

If any hedging, vending or other counterparty fails to fulfill its contractual obligations, we may need to make arrangements with other counterparties or vendors, which could result in material financial losses, higher costs, untimely completion of power generation facilities and other projects, and/or a disruption of our operations. If a defaulting counterparty is in poor financial condition, we may not be able to recover damages for any contract breach.

Risks Related to Our Shares

Our calculations of NAV and MSV are based on internally established procedures and not governed by governmental or independent securities, financial or accounting rules or standards.

The method we use to calculate NAV is based on internally established procedures to estimate fair value of our assets and is not prescribed by the rules of the SEC or any other regulatory agency. Therefore, NAV should not be considered in isolation from or as superior to or as a substitute for other financial measures determined in accordance with U.S. GAAP, such as net income (loss) or operating income (loss). Further, as of and after May 19, 2022, NAV is not audited by our independent registered public accounting firm. Our calculation of NAV is based on valuation estimates and assumptions that may not prove accurate or complete, and as a result the actual NAV may differ materially from our calculation. The Board of Directors has approved the selection of an independent valuation firm to review the Company's valuation methodology and to work with management to provide additional inputs for consideration by the Company's Board of Directors with respect to the fair value of investments. These fair value estimates and assumptions are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual values to differ materially from the NAV presented herein. These risks could cause NAV to vary significantly and our future NAV may be materially lower than expected. To the extent those estimates and assumptions prove to be incorrect or are modified in the future, the price of our common shares could be materially and adversely affected. Using different assumptions and fair value estimates than those described above could result in a NAV materially different from ours. Furthermore, because other renewable energy companies may define NAV differently, our definition of NAV may not be comparable to a similarly titled measure of other companies, thereby diminishing its utility as a comparative measure.

The method we use to calculate our MSV, is based on internally established procedures and is not prescribed by the rules of the SEC or any other regulatory agency. Further, there are no accounting rules or standards that prescribe which components should be used in calculating MSV, and our MSV is not audited by our independent registered public accounting firm. We calculate and publish MSV solely for purposes of establishing the price of our common shares pursuant to our DRP and SRP, and for publishing the value of each shareholder’s investment in us on such investor’s customer account statement. Our MSV should not be viewed as a measure of our historical or future financial condition or performance. The components and methodology used in calculating our MSV may differ from those used by other companies now or in the future. Errors may occur in calculating our MSV, which could impact the price of our common shares pursuant to our DRP and SRP, and the value of our shareholder's investment in us.

Refer to Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures — Net Asset Value and Monthly Share Value for further details on the calculation of NAV and MSV.

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The shares that were sold in our security offerings will not be listed on an exchange or quoted through a quotation system for the foreseeable future, if ever. Therefore, when purchasing any class of shares, investors have limited liquidity and may not receive a full return of their invested capital if they sell their shares.

The shares offered by us are illiquid assets for which there is not expected to be any secondary market, nor is it expected that any will develop in the future. Investors' ability to transfer shares is limited. Pursuant to the Fifth Operating Agreement, we have the discretion under certain circumstances to prohibit transfers of shares, or to refuse to consent to the admission of a transferee as a member. Moreover, our Board of Directors approved the suspension of our SRP effective September 23, 2023, except for repurchase requests made in connection with the death, disability or determination of incompetence of a shareholder. As a result of the suspension of the SRP, the Company will not accept or otherwise process any additional repurchase requests (except as noted above) until such time, if any, as the Board of Directors affirmatively authorizes the recommencement of the SRP. However, the Company can make no assurances as to whether this will happen, or the timing or terms of any recommencement. Even if recommenced, the SRP should not be relied on as a method to sell shares promptly, because the SRP includes numerous restrictions that limit investors' ability to sell their shares to us, and we may further amend, suspend or terminate the SRP at any time without advance notice. In particular, the SRP provides that we may make repurchase offers only to members that have held their shares for a minimum of one year, which one-year holding period will be waived in the event of the departure of certain of our key personnel. The SRP limits repurchases (i) during any 12-month period, to 20% of our weighted average number of outstanding shares; and (ii) during any fiscal quarter, to 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters.

Our ability to repurchase shares is subject to and may be limited by the Company’s available funds. Therefore, it will be difficult for investors to sell their shares promptly or at all. In addition, we have no present intention to consummate a liquidity event, and the price received for any shares sold prior to any such liquidity event is likely to be less than the proportionate value of our assets. The shares should be purchased as a long-term investment only.

Risks Related to Tax

Members may realize taxable income without cash distributions, and may have to use funds from other sources to fund tax liabilities.

Because we are taxed as a partnership for U.S. federal income tax purposes, members may realize taxable income in excess of cash distributions by us. There can be no assurance that we will pay distributions at a specific rate or at all. As a result, members may have to use funds from other sources to pay their tax liability.

In addition, the payment of any distribution fees over time with respect to certain classes of shares will be deemed to be paid from cash distributions that would otherwise be distributable to the holders of such classes of shares. Accordingly, the holders of such classes of shares will receive a lower cash distribution to the extent of such holders’ obligation to pay such fees. Because the payment of such fees is not a deductible expense for tax purposes, the taxable income of the Company allocable to the holders of such classes of shares may, therefore, exceed the amount of cash distributions made to such holders.

The U.S. IRS could adjust or reallocate items of income, gain, deduction, loss and credit with respect to the shares if the IRS does not accept the assumptions or conventions we utilize.

U.S. federal income tax rules applicable to partnerships are complex, and their application is not always clear. Moreover, the rules generally were not written for, and in some respects are difficult to apply to, publicly traded interests in partnerships. We apply certain assumptions and conventions intended to comply with the intent of the rules and to report income, gain, deduction, loss and credit to members in a manner that reflects members’ economic gains and losses, but these assumptions and conventions require judgment in application with the applicable Treasury regulations. It is possible therefore that the IRS will successfully assert that these assumptions or conventions do not satisfy the technical requirements of the Internal Revenue Code of 1986 (the “Internal Revenue Code”), and will require that items of income, gain, deduction, loss and credit be adjusted or reallocated in a manner that could be adverse to investors.

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If we were to become taxable as a corporation for U.S. federal income tax purposes, we would be required to pay income tax at corporate rates on our net income, and distributions by us to members would constitute dividend income taxable to such members, to the extent of our earnings and profits.

While we plan to continue to operate so that we will qualify to be treated for U.S. federal income tax purposes as a partnership, and not as an association or a publicly traded partnership taxable as a corporation, given the highly complex nature of the rules governing partnerships, the ongoing importance of factual determinations, the lack of direct guidance with respect to the application of tax laws to the activities we are undertaking and the possibility of future changes in its circumstances, it is possible that we will not so qualify for any particular year. Our taxation as a partnership will depend on our ability to meet, on a continuing basis, through actual operating results, the “qualifying income exception.” We expect to satisfy this exception by ensuring that most of our investments that do not generate “qualifying income” are held through taxable corporate subsidiaries. However, we may not properly identify income as “qualifying.” Accordingly, no assurance can be given that the actual results of our operations for any taxable year will satisfy the qualifying income exception.

If, for any reason, we become taxable as a corporation for U.S. federal income tax purposes, our items of income and deduction would not pass through to our members, and our members would be treated for U.S. federal income tax purposes as shareholders in a corporation. We would be required to pay income tax at corporate rates on our net income. Distributions by us to members would constitute dividend income taxable to such members, to the extent of our earnings and profits, and the payment of these distributions would not be deductible by us. These consequences would have a material adverse effect on us, our members and the value of the shares.

While it is expected that we will operate so that we will qualify to be treated for U.S. federal income tax purposes as a partnership, we expect that a significant portion of our investments will not generate “qualifying income,” and that we will conduct a significant portion of our operations through GREC, our wholly owned subsidiary treated as a C-corporation for U.S. federal income tax purposes and subject to U.S. federal income tax on its net income. Conducting our operations through GREC will allow us to effectively utilize tax incentives generated from projects in which we hold controlling equity stakes to reduce the taxable income generated by our other investments through tax incentives that are better utilized by C-corporations than other forms of entities. Because a significant portion of our investments will be held through GREC, the tax benefit of our being a partnership for U.S. federal income tax purposes will be limited to the income generated by the investments that we directly hold.

Indemnification claims by a tax equity investor, project lender, or other counterparty may reduce our right to cash flows generated by a project and could result in a cross-default under project-level debt financing.

Certain of our project subsidiaries have made representations, warranties, and covenants to Tax Equity Investors, project lenders, or other counterparties with respect to, among other things, a project’s initial and continued eligibility for tax credits, the tax basis of those assets and accelerated tax depreciation, and fulfillment of obligations under construction contracts, purchase and sale agreements, tax equity financing documents, and certain other project and finance agreements. The potential exposure of our project subsidiaries under such representations, warranties, or covenants is significant, and in certain cases, we or our subsidiaries provide guarantees or undertakings with respect to such obligations that could result in substantial liabilities that are recourse to us or our subsidiaries and not limited to the specific project. If any representation, warranty, or covenant is untrue or breached, we or our subsidiary may be required to indemnify the Tax Equity Investors and the project subsidiary may be required to pay all of the project’s operating cash flow to the Tax Equity Investors until such indemnity obligation is satisfied. Any such indemnity obligation or cash sweep by us or our project subsidiary could result in a cross-default under the terms of the project’s debt or impose material liabilities on us or our other subsidiaries, and correspondingly have a material adverse effect on our business, financial condition, and results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Cybersecurity Program

As an energy transition, renewable energy and investment management company that acquires, constructs and operates renewable energy and energy efficient projects, as well as finances the construction and/or operation of these and other sustainable development projects and businesses and provides through GCM investment management services to funds within the sustainable infrastructure and renewable energy industry, cybersecurity risk management is an integral part of our overall enterprise risk management program.

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A robust cybersecurity program to protect our assets from cyber and information security threats is critical to managing risk effectively. Our cybersecurity program is designed to align with internationally recognized information security standards and best practices. Our multi-layered data protection and information security programs and practices are designed to ensure the safety, security and responsible use of the information and data our stakeholders entrust to us. The approach blends defense-in-depth and zero-trust principles. Our cybersecurity program is periodically informed and assessed by third-party assessments and advice regarding best practices from consultants, business partners and advisors and incorporates benchmarking and other data from peer companies. We have processes for evaluating (among other things) the data protection and information security infrastructure of our third-party providers (including examining any relevant records such as service organization controls reports), and we seek to manage third-party risk with procedures to onboard our third-party providers, monitor their activity during our engagement (where possible) and off-board such third-party service providers at the end of our engagement.

We have implemented and maintain various measures to mitigate information security challenges, including maintaining an information security program, an enterprise resilience program, a business continuity program and cyber insurance coverage, as well as regularly testing our systems to discover and address any potential vulnerabilities. The Company also conducts periodic cybersecurity awareness training for employees and provides cybersecurity updates to its employees during regularly scheduled meetings. These updates are designed to educate employees and to raise awareness of cybersecurity threats to reduce vulnerability as well as to encourage consideration of cybersecurity risks.

We monitor and respond to a range of cyber threats, including threats and incidents associated with the use of services provided by third-party providers. We utilize automation and artificial intelligence enabled tools to address threats. Our cybersecurity framework for handling cybersecurity threats and incidents includes steps for identifying the nature of a cybersecurity threat, assessing the severity of the threat (including advancing to key members of management where appropriate for determination of potential materiality) and implementing cybersecurity processes and procedures to address the threat.

Despite our efforts to identify and respond to cybersecurity threats, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. We are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition. Refer to Part I —Item 1A. Risk Factors in this Annual Report, including “Cybersecurity risks could result in the loss of data, interruptions in our business and damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations,” for additional discussion about cybersecurity-related risks.

Governance

Our Board of Directors and certain members of our senior management team have specific oversight responsibilities with respect to cybersecurity risk.

Board of Directors and Committee Oversight

Our Board of Directors is responsible for understanding the issues and risks that are central to our business, including cybersecurity matters. In general, our Board of Directors and senior management team coordinate to oversee our guidelines and policies with respect to risk assessment and risk management and the Audit Committee of our Board of Directors (the “Audit Committee”) discusses our financial and operational risk exposures, and the steps management has taken to monitor and control such exposures. In this context, the Audit Committee would be informed of a material cybersecurity incident that could impact our financial statements.

Senior Management’s Role in Managing Risk

We have a leadership group consisting of certain members of our senior management team that is responsible for assessing and managing risk and implementing policies, procedures and strategies pertaining to security governance and data privacy, that is led and informed by our VP of Technology who develops and oversees the programs, policies and controls we have implemented across the organization to reduce and prevent logical and physical risks, including information security and cyber risks to our people, intellectual property, data and tangible property. Our VP of Technology has over 20 years of relevant experience in roles such systems controls, audit, governance, software development/design, systems implementation, IT infrastructure operations, cybersecurity, and overall management of the technology function. Most of that experience has been in the energy and financial services sector. The Company has also engaged a third-party IT expert to assist the Company’s in-house IT function in managing cybersecurity risks and evaluating, monitoring, and testing the Company’s cybersecurity program.

How Senior Management is Informed of and Monitors Incidents

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Certain members of our senior management team are responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risks are monitored, implementing appropriate mitigation measures and maintaining our cybersecurity program. Our cybersecurity program is under the direction of our VP of Technology (in coordination with certain members of our senior management team), who receives reports from our information technology team and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents. Certain members of our senior management team are notified as appropriate when the information technology team identifies an emerging risk or material issue.

Reporting to our Board of Directors

Given the importance of information security and privacy to our stakeholders, our Board of Directors receives an annual presentation from our senior management team discussing our program for managing information security risks, including cyber and data security risks. Our senior management team receives regular reports on our cybersecurity readiness, our risk profile status, our cybersecurity program, material cybersecurity risks and mitigation strategies, third-party assessments of our cybersecurity program and other cybersecurity developments. Our senior management team reports to the Board of Directors and the Audit Committee on such topics, as needed, and at regularly scheduled meetings of the Board of Directors and Audit Committee as part of the business, legal and regulatory update portions of such meetings.

ITEM 2. PROPERTIES

The Company maintains properties consisting of its executive offices located at 230 Park Avenue, Suite 1560, New York, NY 10169 and renewable energy projects which are adequate for its operations and are described in Item 1. Business, which description is incorporated herein by reference.

ITEM 3. LEGAL PROCEEDINGS

The Company is not currently subject to any material legal proceedings, nor, to its knowledge, is any material legal proceeding threatened against the Company.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED MEMBER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Current and Historical Monthly Share Values

There is no established public trading market for our common shares, therefore, there is a risk that a shareholder may not be able to sell our shares at a time or price acceptable to the shareholder, or at all. Unless and until our shares are listed on a national securities exchange, it is not expected that a public market for the shares will develop.

The MSV for each class of the Company’s shares, and the dates they were effective, are as follows:


Period		Class
From	To	A		C		I		P-A		P-I		P-S		P-T		P-D		EO










1-Dec-21	2-Jan-22	$	8.339	$	8.128	$	8.339	$	8.630	$	8.803	$	8.852	$	8.894	$	8.859	$	—
3-Jan-22	31-Jan-22	$	8.339	$	8.128	$	8.339	$	8.630	$	8.803	$	8.852	$	8.894	$	8.859	$	—
1-Feb-22	28-Feb-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
1-Mar-22	31-Mar-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
1-Apr-22	1-May-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
2-May-22	31-May-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
1-Jun-22	30-Jun-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
1-Jul-22	31-Jul-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
1-Aug-22	30-Aug-22	$	8.323	$	8.129	$	8.321	$	8.619	$	8.798	$	8.858	$	8.878	$	8.842	$	—
31-Aug-22	2-Oct-22	$	8.493	$	8.340	$	8.500	$	8.817	$	8.987	$	9.049	$	9.059	$	9.003	$	—
3-Oct-22	31-Oct-22	$	8.493	$	8.340	$	8.500	$	8.817	$	8.987	$	9.049	$	9.059	$	9.003	$	—
1-Nov-22	30-Nov-22	$	8.301	$	8.159	$	8.300	$	8.612	$	8.801	$	8.853	$	8.863	$	8.817	$	—
1-Dec-22	1-Jan-23	$	8.301	$	8.159	$	8.300	$	8.612	$	8.801	$	8.853	$	8.863	$	8.817	$	—
2-Jan-23	31-Jan-23	$	8.301	$	8.159	$	8.300	$	8.612	$	8.801	$	8.853	$	8.863	$	8.817	$	—
1-Feb-23	28-Feb-23	$	8.308	$	8.185	$	8.310	$	8.626	$	8.810	$	8.872	$	8.864	$	8.828	$	—
1-Mar-23	2-Apr-23	$	8.308	$	8.185	$	8.310	$	8.626	$	8.810	$	8.872	$	8.864	$	8.828	$	—
3-Apr-23	30-Apr-23	$	8.308	$	8.185	$	8.310	$	8.626	$	8.810	$	8.872	$	8.864	$	8.828	$	—
1-May-23	31-May-23	$	8.328	$	8.211	$	8.331	$	8.651	$	8.834	$	8.887	$	8.882	$	8.851	$	—
1-Jun-23	2-Jul-23	$	8.328	$	8.211	$	8.331	$	8.651	$	8.834	$	8.887	$	8.882	$	8.851	$	—
3-Jul-23	31-Jul-23	$	8.328	$	8.211	$	8.331	$	8.651	$	8.834	$	8.887	$	8.882	$	8.851	$	8.835
1-Aug-23	31-Aug-23	$	8.260	$	8.154	$	8.264	$	8.582	$	8.761	$	8.808	$	8.805	$	8.776	$	8.835
1-Sept-23	1-Oct-23	$	8.260	$	8.154	$	8.264	$	8.582	$	8.761	$	8.808	$	8.805	$	8.776	$	8.835
2-Oct-23	30-Oct-23	$	8.260	$	8.154	$	8.264	$	8.582	$	8.761	$	8.808	$	8.805	$	8.776	$	8.835
31-Oct-23	30-Nov-23	$	7.753	$	7.658	$	7.759	$	8.075	$	8.247	$	8.289	$	8.287	$	8.261	$	8.247
1-Dec-23	1-Jan-24	$	7.753	$	7.658	$	7.759	$	8.075	$	8.247	$	8.289	$	8.287	$	8.261	$	8.247
2-Jan-24	31-Jan-24	$	7.753	$	7.658	$	7.759	$	8.075	$	8.247	$	8.289	$	8.287	$	8.261	$	8.247
1-Feb-24	29-Feb-24	$	7.788	$	7.714	$	7.792	$	8.105	$	8.274	$	8.341	$	8.350	$	8.286	$	8.274
1-Mar-24	Current	$	7.788	$	7.714	$	7.792	$	8.105	$	8.274	$	8.341	$	8.350	$	8.286	$	8.274

Holders

As of December 31, 2023, the Company had approximately 10,500 holders of its common shares. Such information was obtained from the Company’s transfer agent.

Distributions

The Company intends to make regular monthly distributions to holders of its common shares. Any distributions the Company makes will be at the discretion of the Board of Directors and will depend upon, among other things, the Company's earnings, financial condition, compliance with applicable regulations and such other factors as the Board of Directors may deem relevant from time to time. These results and the Company’s ability to pay distributions will be affected by various factors, including its net income, operating expenses and any other expenditures. See Part I — Item 1A. Risk Factors, and Part II — Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this Annual Report, for information regarding the sources of funds used for distributions and for a discussion of factors, if any, which may adversely affect the Company's ability to pay distributions.

Table of C ontents

The following table reflects the distributions declared during the year ended December 31, 2023:


(in thousands)
Pay Date	Paid in Cash		Value of Shares Issued under DRP		Total
February 1, 2023	$	7,386	$	1,975	$	9,361
March 1, 2023	6,679		1,777		8,456
March 31, 2023	7,420		1,942		9,362
May 1, 2023	7,114		1,888		9,002
June 1, 2023	7,373		1,934		9,307
July 3, 2023	7,145		1,871		9,016
August 1, 2023	7,232		1,926		9,158
September 1, 2023	7,226		1,935		9,161
October 2, 2023	7,003		1,872		8,875
November 2, 2023	7,352		1,841		9,193
December 1, 2023	7,964		1,746		9,710
January 2, 2024	7,606		1,786		9,392
Total	$	87,500	$	22,493	$	109,993

The following table reflects the distributions declared during the year ended December 31, 2022:


(in thousands)
Pay Date	Paid in Cash		Value of Shares Issued under DRP		Total
February 1, 2022	$	6,216	$	1,856	$	8,072
March 1, 2022	5,712		1,720		7,432
April 1, 2022	6,497		1,975		8,472
May 2, 2022	6,291		1,935		8,226
June 1, 2022	6,954		2,020		8,974
July 1, 2022	7,345		1,890		9,235
August 1, 2022	7,570		1,955		9,525
September 1, 2022	7,565		1,973		9,538
October 3, 2022	7,313		1,923		9,236
November 1, 2022	7,507		1,987		9,494
December 1, 2022	7,271		1,930		9,201
January 3, 2023	7,703		1,968		9,671
Total	$	83,944	$	23,132	$	107,076

All distributions paid for the year ended December 31, 2023 are expected to be reported as a return of capital to members for tax reporting purposes, and all distributions paid for the year ended December 31, 2022 were reported as a return of capital to members for tax purposes.

Performance Graph

Not applicable.

Table of C ontents

Sales of Unregistered Securities

Through the Company’s DRP, shareholders of all share classes may elect to purchase additional shares with distributions from the Company rather than receiving cash distributions. For the three months ended December 31, 2023, the Company issued 9.5 thousand Class P-A shares for net proceeds of $0.1 million, 0.3 million Class P-I shares for net proceeds of $2.4 million, 0.4 thousand Class P-D shares for net proceeds of $3.0 thousand, 0.2 million Class P-S shares for net proceeds of $1.3 million and 1.7 thousand Class P-T shares for net proceeds of $14.0 thousand under the DRP. For the three months ended December 31, 2022, the Company issued 8.3 thousand Class P-A shares for net proceeds of $0.1 million, 0.3 million Class P-I shares for net proceeds of $2.7 million, 0.3 thousand Class P-D shares for net proceeds of $3.0 thousand, 0.2 million Class P-S shares for net proceeds of $1.5 million, and 1.5 thousand Class P-T shares for net proceeds of $13.0 thousand, under the DRP. These issuances were made in reliance upon the applicable exemption from registration under Section 4(a)(2) of the Securities Act. No dealer manager fees, selling commissions or other sales charges were paid with respect to shares issued pursuant to the DRIP except for distribution fees on Class P-S and Class P-T Shares.

During the year ended December 31, 2022, we sold in a private offering 11.3 million Class P-I shares for net proceeds of approximately $101.0 million and 0.7 million Class P-S shares for net proceeds of approximately $6.4 million. In addition, in connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I shares, which were valued at $8.81 per Class P-I share, or an aggregate value of approximately $214.9 million, net of deal related fees and expenses, and 13.1 million Earnout Shares. We conducted the private offering pursuant to the applicable exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act. The issuance of the Class P-I shares and the Earnout Shares to Group LLC in connection with the Acquisition was made in reliance upon the applicable exemption from registration under Section 4(a)(2) of the Securities Act. There were no selling commissions or placement agent fees for the sale of Class P-I shares and Class P-S shares in the private offering.

Issuer Purchases of Equity Securities

The Company, through approval by its Board of Directors, adopted the SRP, pursuant to which the Company would conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the Company at a price equal to the then current monthly share value for that class of shares.

On September 23, 2023, the Board of Directors approved the suspension of the SRP effective immediately, except for repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder. As a result of the suspension of the SRP, the Company will not accept or otherwise process any additional repurchase requests (except as noted above) until such time, if any, as the Board of Directors affirmatively authorizes the recommencement of the SRP. However, the Company can make no assurances as to whether this will happen, or the timing or terms of any recommencement.

For the three months ended December 31, 2023, and in connection with the death, disability or determination of incompetence of a shareholder, the Company repurchased 34.0 thousand Class A shares, nil Class C shares, 3.0 thousand Class I shares, nil Class P-A shares, 9.0 thousand Class P-I shares, nil Class P-D shares and 8.0 thousand Class P-S shares at a total purchase price of $0.2 million, nil, $27.6 thousand, nil, $0.1 million, nil and $77.8 thousand, respectively, pursuant to the SRP. For the three months ended December 31, 2022, the Company repurchased 0.4 million Class A shares, 18.4 thousand Class C shares, 0.1 million Class I shares, 1.2 thousand Class P-A shares, 3.0 million Class P-I shares and 0.2 million Class P-S shares at a total purchase price of $3.7 million, $0.2 million, $0.6 million, $10.0 thousand, $26.2 million and $1.5 million, respectively, pursuant to the SRP.

The table below provides information concerning the Company’s repurchase of shares during the three months ended December 31, 2023 and 2022, pursuant to the SRP.


Period	Total Number of Shares Repurchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Repurchase Shares Offered



October 1 to December 31, 2023	54,000	$	7.67	54,000	9,820,630(1)

October 1 to December 31, 2022	3,688,500	$	8.73	3,688,500	9,409,681

(1)On September 23, 2023, the Board of Directors approved the suspension of the SRP effective immediately, except for repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder.

The SRP limits repurchases (i) during any 12-month period, to 20% of our weighted average number of outstanding shares; and (ii) during any fiscal quarter, to 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters.

Table of C ontents

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements and related notes and other financial information appearing elsewhere in this Annual Report for the year ended December 31, 2023. The use of “we”, “us”, “our” and the “Company” refer, collectively to the Greenbacker Renewable Energy Company LLC and its subsidiaries, unless otherwise expressly stated or context otherwise requires. This Annual Report does not constitute an offer of any of the Company’s managed funds described herein.

Overview

As of December 31, 2023, the Company provides, through GCM, investment management services to four investment entities – GROZ, GDEV I, GDEV II and GREC II.

See Part I — Item 1. Business for a further discussion of our business.

Presentation of Key Factors Impacting Our Operating Results and Financial Condition

The results of our operations are affected by a number of factors and will primarily depend on, among other things: the supply of renewable energy assets in the marketplace; the revenues we receive from renewable energy and energy efficiency projects and businesses; the market price of electricity; the availability of government incentives; local, regional and national economies; general market conditions; and the amount of our assets that are operating versus those that are pre-operating because they are currently under construction and the cost to construct such assets. Additionally, our operations are impacted by interest rates and the cost of financing provided by other financial market participants. Many of the factors that affect our operating results are beyond our control. The results of our operations are further affected by the growth of GCM’s investment management platform and the related generation of management fee and incentive fee revenue. Additionally, our results of operations will be impacted by our ability to achieve synergies and economies of scale expected from the Acquisition.

Table of C ontents

General Market Risks

Our business and the success of our strategies are affected by global and national economic, political and market conditions generally and also by the local economic conditions where its assets are located. Certain external events such as public health crises (such as COVID-19), natural disasters and geopolitical events, including the ongoing conflict between Russia, Belarus and Ukraine, and the more recent conflict between Israel and Hamas, have recently led to increased financial and credit market volatility and disruptions, leading to record inflationary pressure, rising interest rates, supply chain issues, labor shortages and recessionary concerns. In response to inflationary pressure, the Federal Reserve and other global central banks had raised interest rates in 2022 and 2023; however, we cannot predict with certainty any future action that the Federal Reserve and/or any other global central bank may take with respect to interest rates. The full impact of such external events on the financial and credit markets and consequently on the Company’s future financial conditions and results of operations is uncertain and cannot be fully predicted. We will continue to monitor these events and will adjust our operations as necessary.

Size of Fleet

The size of our fleet of operating renewable energy projects is a key revenue driver. Generally, as the size of our operating fleet grows, the amount of revenue we receive will increase. In addition, our fleet of renewable energy projects may grow at an uneven pace as opportunities to make investments in our target assets may be irregularly timed, and the timing and extent of our success in acquiring such assets cannot be predicted.

Credit Risk

We expect to encounter credit risk relating to: (1) counterparties to the electricity sales agreements (including power purchase agreements) for our projects, (2) counterparties responsible for project construction and equipment supply, (3) companies in which we may invest, and (4) any potential debt financing we or our projects may obtain. When we are able to do so, we seek to mitigate credit risk by entering into contracts with high-quality counterparties. However, it is still possible that these counterparties may be unable to fulfill their contractual obligations to us.

If counterparties to the electricity sales agreements for our projects or the companies in which we invest are unable to make payments to us when due, or at all, our financial condition and results of operations could be materially adversely affected. While we seek to mitigate construction related credit risk by entering into contracts with high-quality EPCs with appropriate bonding and insurance capacity, if EPCs to the construction agreements for our projects are unable to fulfill their contractual obligations to us, our financial condition and results of operation could be materially adversely affected.

Pre-Operational Assets

The amount of pre-operational renewable energy projects in our IPP business is a significant factor in our future revenue streams. For pre-operational assets the Company has previously acquired, we must finalize construction and reach commercial operations before revenue is generated. We believe these assets, once operational, will generate significant operating revenues and cash flow for our business.

Electricity Prices

Investments in renewable energy and energy efficiency projects and businesses expose us to volatility in the market prices of electricity. Although we generally seek projects that have long-term contracts, ranging from 10 to 25 years, which mitigate the effects of volatility in energy prices on our business, to the extent that our projects have shorter term contracts that have the potential of producing higher risk-adjusted returns, such shorter term contracts may subject us to risk should energy prices change.

Generally, our projects benefit from take-or-pay agreements with terms structured to take 100% of the power output. We believe the take-or-pay nature of our contracts is a significant factor in managing our exposure to the daily volatility of the electricity market prices. On average, the contracts in our existing operating portfolio have an approximate remaining life of 18 years.

Changes in Market Interest Rates

To the extent that we use debt financing with both hedged and unhedged floating interest rates, or in the case of any refinancing, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase and the value of our debt investments to decline. Conversely, general decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease and the value of our debt investments to increase.

Table of C ontents

Management Fee and Incentive Fee Revenue

Following the completion of the Acquisition, we no longer pay management fees or incentive fees, which had historically increased in correlation to the size of our portfolio. However, following the completion of the Acquisition, we will generate management fee and incentive fee revenue from the provision of investment management services through GCM’s platform. We will also earn administrative revenue, which will represent a reimbursement of costs incurred for such services for certain of our managed funds.

General and Administrative Expenses

Following the completion of the Acquisition, our general and administrative expenses primarily consist of direct employee compensation costs. In addition, our general and administrative expenses include certain professional fees, consulting, and other general and administrative expenses not previously incurred based upon our externally managed structure. Given our current team and structure, we expect that as our portfolio grows, we will experience reduced increases in general and administrative expenses in the next few years, such that those expenses will grow at a slower rate than the overall portfolio and corresponding revenues.

Key Factors Affecting the Comparability of our Results of Operations

As a result of the Acquisition and other steps taken by the Company to transition the focus of the Company’s business from being an investor in clean energy projects to a diversified independent power producer coupled with an investment management business, the Company was required to transition the basis of its accounting. Since inception, the Company's historical financial statements had been prepared using the investment company basis of accounting in accordance with ASC 946. ASC 946, or Investment Basis, required that if there is a subsequent change in the purpose and design of an entity, the entity should reevaluate its status as an investment company. Based on the above noted changes, management determined the Company no longer exhibited the fundamental characteristics of and no longer qualified as an investment company as defined in ASC 946. As a result, the Company was required to discontinue the application of ASC 946 and, in connection therewith, began applying other non-investment company U.S. GAAP prospectively beginning May 19, 2022 (the closing of the Acquisition).

As the change in status occurred during the Company’s second fiscal quarter of 2022, the results of operations as included in this Annual Report have been presented as they would be for an investment company under ASC 946 for all historical periods presented through May 18, 2022, and presented as they would be under the Non-Investment Basis, for the time period as of and subsequent to May 19, 2022, the effective date of the change in status. Given that the financial statements prior to and subsequent to the change in status are not comparable, the Company presents separate Consolidated Financial Statements, including footnotes as applicable, for the time periods prior to and as of and subsequent to May 19, 2022.

In order to provide investors with more meaningful information regarding results of our operations, we present the following discussion of our results of operations. This information does not purport to represent our historical consolidated financial information, and it is not necessarily indicative of our future results of operations. However, in light of the significant differences that will exist between our future financial information and our historical consolidated financial information due to our transition to a Non-Investment Basis, as well as the Acquisition, we believe that this presentation will be useful to investors in understanding the historical performance of our assets.

Table of C ontents

Impact of Transition to Non-Investment Basis

As noted above, for periods prior to the completion of the Acquisition, our assets are reflected on our Consolidated Statements of Assets and Liabilities at fair value as opposed to historical cost. In addition, our Consolidated Statements of Operations do not reflect revenues and other income or operating and other expenses from these assets. Instead, these Consolidated Statements of Operations reflect the change in fair value of our assets, whether realized or unrealized. Income from our assets consists of distributions from the entities when received, or expected to be received, to the extent distributed from the estimated taxable earnings and profits of the underlying asset-owning vehicle and as a return of capital to the extent not in excess of estimated taxable earnings and profits. Because the majority of our assets consist of equity investments in entities established to own and operate our renewable energy projects, the majority of the revenue we generate is presented in the form of dividend income. Dividend income is not equivalent to the gross revenue produced at the project level, but is instead the amount of free cash that is distributed from the project entities to us from time to time after paying for all project-level expenses, remitting principal payments not funded by us, and complying with any specific project-level debt and tax equity covenants. Thus, the presentation of investment income in our historical financial statements differs from the traditional presentation shown in the financial statements of entities not prepared in accordance with ASC 946 and, most notably, is not equivalent to revenue as presented in financial statements not prepared in accordance with ASC 946.

Impact of Management Internalization

We completed the Acquisition on May 19, 2022. Accordingly, our financial statements under Non-Investment Basis reflect our transition to an internally managed structure. As a result, our financial statements no longer include the payment of management fees to GCM and now include the direct compensation expense associated with all of our employees following the Acquisition.

The Company also has, by acquiring GCM, an active third-party investment management business which is currently managing four funds. This resulted in the Company recording management fee revenue as of the effective date of the Acquisition, which is expected to continue to grow in future periods.

Table of C ontents

Year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022

A discussion of the results of operations for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 is included below.


(dollars in thousands)	For the year ended December 31, 2023								For the period from May 19, 2022 through December 31, 2022
	Independent Power Producer		Investment Management		Corporate		Total		Independent Power Producer		Investment Management		Corporate		Total
Revenue
Energy revenue	$	159,301	$	—	$	—	$	159,301	$	101,596	$	—	$	—	$	101,596
Investment Management revenue	—		13,490		—		13,490		—		1,919		—		1,919
Other revenue	8,434		—		—		8,434		7,506		—		—		7,506
Operating revenue	$	167,735	$	13,490	$	—	$	181,225	$	109,102	$	1,919	$	—	$	111,021
Contract amortization, net	(8,060)		—		—		(8,060)		(10,529)		—		—		(10,529)
Total revenue	$	159,675	$	13,490	$	—	$	173,165	$	98,573	$	1,919	$	—	$	100,492

Operating expenses
Direct operating costs	$	91,911	$	13,675	$	—	$	105,586	$	48,714	$	7,175	$	—	$	55,889
General and administrative	13,992		3,680		42,342		60,014		6,769		3,224		35,449		45,442
Depreciation, amortization and accretion	116,506		1		9,236		125,743		32,464		—		6,685		39,149

Impairment of long-lived assets	59,294		—		—		59,294		—		—		—		—
Total operating expenses	$	281,703	$	17,356	$	51,578	$	350,637	$	87,947	$	10,399	$	42,134	$	140,480

Operating (loss) income	$	(122,028)	$	(3,866)	$	(51,578)	$	(177,472)	$	10,626	$	(8,480)	$	(42,134)	$	(39,988)
Operating (loss) income margin(1)	(76)%		(29)%		N/A		(102)%		11%		NM		N/A		(40)%

Adjusted EBITDA	$	62,180	$	(2,674)	$	(27,754)	$	31,752	$	53,627	$	(8,480)	$	(18,767)	$	26,380
Adjusted EBITDA margin(2)(3)	37%		(20)%		N/A		18%		49%		NM		N/A		24%

(1)Operating (loss) income margin is calculated by dividing operating (loss) income by total revenue.

(2)Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by operating revenue.

(3)The Company’s CODM evaluates the financial performance of each segment using Segment Adjusted EBITDA, which excludes: (i) unallocated corporate expenses; (ii) interest expense; (iii) income taxes; (iv) depreciation expense; (v) amortization expense (including contract amortization); (vi) accretion; (vii) impairment of long-lived assets; (viii) share-based compensation; (ix) other non-recurring costs that are unrelated to the continuing operations of the Company’s segments; and (x) amounts attributable to our redeemable and non-redeemable controlling interests. Additionally, the Company does not allocate foreign currency gains and losses, other income and losses, change in fair value of contingent consideration (if any), and unrealized gains and losses to our operating segments. See later in this Item 2 for a reconciliation of total Segment Adjusted EBITDA to net loss. See also Part II – Item 8 – Note 21. Segment Reporting, in the Notes to the Consolidated Financial Statements prepared under the Non-Investment Basis for more information regarding our segment determination.

Independent Power Producer

Energy Revenue

For the year ended December 31, 2023, the Company generated $159.3 million of Energy revenue, which includes $134.6 million of PPA revenue and is driven by the underlying electricity production from our operating renewable energy projects. PPA revenue is impacted by the underlying availability of the natural resource (i.e., wind or solar) and the underlying mix of operating assets by technology type. Specifically, the Company’s operating solar and wind fleets generated $74.1 million and $53.9 million, respectively. The remaining PPA revenue generated during the period ended December 31, 2023 was from our biomass and battery storage assets. PPA revenue generated by the Company’s wind fleet was partially impacted due to the Company engaging in three wind repower projects where the existing assets were strategically taken offline in order to repower them with new equipment including erecting taller, more efficient wind turbines to increase productivity.

For the year ended December 31, 2023, the Company recorded $20.8 million in REC and other incentive revenue, primarily from our operating solar fleet, which is included in Energy revenue in the table above and on the Consolidated Statements of Operations.

Table of C ontents

During the year ended December 31, 2023, the Company recorded a net non-cash amortization expense of $8.1 million driven by favorable PPA and REC contract intangible assets, net of the impact of out-of-market contracts, which is reflected as a reduction to total IPP revenue in the table above and on the Consolidated Statements of Operations.

For the period from May 19, 2022 through December 31, 2022, the Company generated $101.6 million of Energy revenue, which includes $83.6 million of PPA revenue and is driven by the underlying electricity production from our operating renewable energy projects. PPA revenue is impacted by the underlying availability of the natural resource (i.e., wind or solar) and the underlying mix of operating assets by technology type. For the period from May 19, 2022 through December 31, 2022, the Company’s operating solar and wind fleets generated $39.6 million and $39.2 million, respectively, in PPA revenue. The remaining PPA revenue generated during the period from May 19, 2022 through December 31, 2022 was from our biomass and battery storage assets.

During the period from May 19, 2022 through December 31, 2022, the Company recorded $15.4 million in REC and other incentive revenue, primarily from our operating solar fleet, which is included in Energy revenue in the table above and on the Consolidated Statements of Operations.

During the period from May 19, 2022 through December 31, 2022, the Company recorded a net non-cash amortization expense of $10.5 million driven by favorable PPA and REC contract intangible assets, net of the impact of out-of-market contracts, which is reflected as a reduction to total IPP revenue in the table above and on the Consolidated Statements of Operations.

The Company’s operating solar fleet as of December 31, 2023 includes 324 operating assets comprising 1,124 MW of capacity, an increase of 39 operating assets and 289 MW capacity compared to the prior year end. In addition, total production was 1,473,384 MWh for the year ended December 31, 2023, an increase of 406,270 MWh compared to the prior year end. The increase is primarily due to under-construction projects entering commercial operation.

The Company’s operating wind fleet includes 16 operating assets comprising 389 MW of capacity, which is the same number of assets and an increase of 3 MW of capacity compared to the prior year end. In addition, total production was 978,236 MWh for the year ended December 31, 2023, a decrease of 220,000 MWh compared to the prior year end. This decrease in total production was primarily due to the Company engaging in three wind repower projects where the existing assets will be retrofit with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase production.

The table below provides summary statistics on the IPP fleet for the years ended December 31, 2023 and 2022.


Portfolio Metrics	December 31, 2023	December 31, 2022	Change	Change as %
Power-production capacity of operating fleet at end of period	1.5 GW	1.2 GW	0.3 GW	24	%
Power-generating capacity of pre-operational fleet at end of period	1.8 GW	1.9 GW	(0.1) GW	(7)	%
Total power-generating capacity of fleet at end of period	3.3 GW	3.1 GW	0.2 GW	5	%

YTD total energy produced at end of period (MWh)	2,509,500	2,355,735	153,765	7	%
Total number of fleet assets at end of period	435	456	(21)	(5)	%

Other Revenue - IPP

For the year ended December 31, 2023, the Company generated $8.4 million of Other revenue from the IPP segment. Total Other revenue was driven by dividends declared on equity method investments, primarily driven by Aurora Solar, and interest income generated from the Company’s secured loans to developers of renewable energy projects.

For the period from May 19, 2022 through December 31, 2022, the Company generated $7.5 million of Other revenue from the IPP segment. Total Other revenue was driven by dividends declared on equity method investments, primarily driven by Aurora Solar, and interest income generated from the Company’s secured loans to developers of renewable energy projects.

Table of C ontents

Direct Operating Costs - IPP


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Operations and maintenance	$	44,360	$	25,286
Property taxes, insurance and site lease	27,282		13,605
Salaries and benefits, professional fees and other	20,269		9,823
Direct operating costs - IPP	$	91,911	$	48,714

Direct operating costs for the IPP segment was $91.9 million and $48.7 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. This includes $71.6 million and $38.9 million of direct costs incurred at the project level as well as $20.3 million and $9.8 million of salary and compensation related expenses as well as professional and other costs directly attributable to the revenue generating activities of IPP for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively.

General and administrative

General and administrative expenses related to the IPP segment were $14.0 million and $6.8 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. These expenses are the indirect costs allocable to IPP and include primarily salary and compensation related expenses, professional service fees and other costs associated with the Company’s overhead functions. This primarily represents finance and accounting, information technology, human resources, legal and other functions providing indirect support to the IPP segment.

Depreciation, amortization and accretion

Depreciation, amortization and accretion expense was $116.5 million for the IPP segment for the year ended December 31, 2023. This expense includes $62.0 million of depreciation expense on the property, plant and equipment associated with IPP. Additionally, in 2023, the Company engaged in three wind repower projects where the existing assets will be retrofit/replaced with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity. Depreciation of such fixed assets replaced was accelerated between the mobilization milestone date in the related EPC contract and the date of taking such assets offline. Accelerated depreciation related to these three projects resulted in $51.9 million of additional depreciation during the year ended December 31, 2023. The remaining amount of the expense for the IPP segment related to accretion expense.

Depreciation, amortization and accretion expense was $32.5 million for the IPP segment for the period from May 19, 2022 through December 31, 2022. This expense includes $31.6 million of depreciation expense on the property, plant and equipment associated with IPP.

Impairment of long-lived assets

Impairment of long-lived assets expense from the IPP segment was $59.3 million for the year ended December 31, 2023. As discussed in Part II — Item 8 — Note 8. Property, Plant and Equipment, the Company determined that there was an impairment of an intangible asset contract, and as such, recorded a charge of $59.3 million associated with a certain renewable energy asset, of which $7.3 million was associated with the plant and equipment asset, and the remainder of which was associated with the favorable PPA contract. The Company did not record any impairment for the period from May 19, 2022 through December 31, 2022.

Investment Management

Revenue

Revenue from the IM segment was $13.5 million for the year ended December 31, 2023 and was generated from the managed funds discussed previously. IM revenue was driven by management fees, administrative fees and performance participation fees. During the year ended December 31, 2023, the Company earned management fees of $2.4 million and $2.0 million from GDEV I and GDEV II, respectively. In addition, total revenue related to GREC II was $9.1 million for the year ended December 31, 2023, which consists of $3.9 million in revenue related to GREC II management fees, $1.7 million in performance-based incentive fees and $3.5 million in administrative fee revenue for administrative services performed by Greenbacker Administration for GREC II.

Table of C ontents

Revenue from the IM segment was $1.9 million for the period from May 19, 2022 through December 31, 2022 and was generated from the GROZ and GDEV B funds discussed previously. As a result of the Company consolidating GDEV, additional management fee revenue of $0.9 million earned under the advisory agreement with GDEV was considered intercompany revenue and was therefore eliminated in consolidation for the period from May 19, 2022 through December 31, 2022. During the period from May 19, 2022 through December 31, 2022, the Company earned $0.9 million of performance-based incentive fees related to GREC II.

Direct Operating Costs – IM

Direct operating costs for the IM segment were $13.7 million and $7.2 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. Direct operating costs primarily consisted of the salary and compensation-related expenses for GCM’s professionals who raise capital and then invest it in renewable energy projects for the managed funds. Such expenses also include marketing, other investor relations and legal costs associated with the IM segment.

General and administrative

General and administrative expenses related to the IM segment were $3.7 million and $3.2 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. These expenses represent the indirect costs allocable to the IM segment and include primarily salary and compensation-related expenses, professional service fees and other costs associated with the Company’s overhead functions supporting such third-party funds. This primarily represents finance and accounting, information technology, human resources, legal and other functions providing indirect support to the IM segment.

Corporate

General and administrative expenses allocated to Corporate were $42.3 million for the year ended December 31, 2023. This included overhead costs not directly allocable to the Company’s two segments.

General and administrative expenses for Corporate were $35.4 million for the period from May 19, 2022 through December 31, 2022. This included overhead costs not directly allocable to the Company’s two segments as well as professional and legal fees associated with the Acquisition.

Depreciation, amortization and accretion expenses were $9.2 million and $6.7 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively, which primarily relate to amortization expense on finite-lived intangible assets.

Non-operating income and expense

During the year ended December 31, 2023, the Company recorded $40.5 million of net interest expense which primarily consists of interest expense associated with outstanding debt. Refer to “Liquidity and Capital Resources” below for additional discussion. The Company recorded a net unrealized gain of $0.9 million on investments driven by the Company’s investments in Aurora Solar and GDEV I, offset by an unrealized loss on the Company’s investment in OYA. Additionally, the Company recorded an unrealized gain on interest rate swaps of $17.8 million related to designated and not-designated interest rate swaps. The impact of other non-operating income and expense for the year ended December 31, 2023 was not material.

During the period from May 19, 2022 through December 31, 2022, the Company recorded $15.9 million of interest expense associated with outstanding debt. Refer to “Liquidity and Capital Resources” below for additional discussion. Additionally, the Company recorded a realized loss on interest rate swaps of $1.3 million. The impact of other non-operating income and expense for the period from May 19, 2022 through December 31, 2022 was not material.

Table of C ontents

Segment Adjusted EBITDA

The following table reconciles total Segment Adjusted EBITDA to Net loss attributable to Greenbacker Renewable Energy Company LLC:


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Segment Adjusted EBITDA:
IPP Adjusted EBITDA	$	62,180	$	53,627
IM Adjusted EBITDA	(2,674)		(8,480)
Total Segment Adjusted EBITDA	59,506		45,147

Reconciliation:
Total Segment Adjusted EBITDA	$	59,506	$	45,147
Unallocated corporate expenses	(27,754)		(18,767)
Total Adjusted EBITDA	31,752		26,380

Less:
Share-based compensation expense	11,248		6,903
Change in fair value of contingent consideration	(603)		2,100
Non-recurring professional services and legal fees	3,388		7,593
Non-recurring salaries and personnel related expenses	1,250		—
Depreciation, amortization and accretion(1)	134,647		49,772

Impairment of long-lived assets	59,294		—

Operating loss	$	(177,472)	$	(39,988)

Interest expense, net	(40,519)		(15,889)
Realized gain (loss) on interest rate swaps, net	2,428		(1,322)
Unrealized gain (loss) on interest rate swaps, net	17,763		(249)
Unrealized gain on investments, net	932		398
Other expense, net	(267)		(108)
Net loss before income taxes	(197,135)		(57,158)

Benefit from (provision for) income taxes	21,548		(3,005)
Net loss	(175,587)		(60,163)

Less: Net loss attributable to noncontrolling interests	(96,935)		(59,439)
Less: Net income attributable to redeemable noncontrolling interests	819		—
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(79,471)	$	(724)

(1)Includes contract amortization, net in the amount of $8.1 million and $10.5 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively, which is included in Contract amortization, net on the Consolidated Statements of Operations.

Table of C ontents

Non-GAAP Financial Measures

In addition to evaluating the Company’s performance on a U.S. GAAP basis, the Company utilizes certain non-GAAP financial measures to analyze the operating performance of our consolidated business (Adjusted EBITDA and FFO). Each of these measures should not be considered in isolation from or as superior to or as a substitute for other financial measures determined in accordance with U.S. GAAP, such as net income (loss) or operating income (loss). The Company uses these non-GAAP financial measures to supplement its U.S. GAAP results in order to provide a more complete understanding of the factors and trends affecting its operations.

You are encouraged to evaluate the adjustments to Adjusted EBITDA and FFO, including the reasons the Company considers them appropriate for supplemental analysis. The presentations of Adjusted EBITDA and FFO should not be construed as an inference that the future results the Company will be unaffected by unusual or nonrecurring items.

The Company further utilizes non-GAAP financial measures to determine the NAV and MSV of our shares.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that the Company uses as a performance measure as well as for internal planning purposes. We believe that Adjusted EBITDA is useful to management and investors in providing a measure of core financial performance adjusted to allow for comparisons of results of operations across reporting periods on a consistent basis as it includes adjustments relating to items that are not indicative on the ongoing operating performance of the business.

The Company defines Adjusted EBITDA as net income (loss) before: (i) interest expense; (ii) income taxes; (iii) depreciation expense; (iv) amortization expense (including contract amortization); (v) accretion; (vi) impairment of long-lived assets; (vii) amounts attributable to our redeemable and non-redeemable noncontrolling interests; (viii) unrealized gains and losses on financial instruments; (ix) other income (loss); and (x) foreign currency gain (loss). Additionally, the Company further adjusts for the following items described below:

•Share-based compensation is excluded from Adjusted EBITDA as it is different from other forms of compensation as it is a non-cash expense and is highly variable. For example, a cash salary generally has a fixed and unvarying cash cost. In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by the employee, and the cost to the Company is based on a share-based compensation valuation methodology and underlying assumptions that may vary over time;

•The change in fair value of contingent consideration, which is related to the Acquisition, is excluded from Adjusted EBITDA, if any such change occurs during the period. The non-cash, mark-to-market adjustments are based on the expected achievement of revenue targets that are difficult to forecast and can be variable, making comparisons across historical and future quarters difficult to evaluate; and

•Other costs that are not consistently occurring, not reflective of expected future operating expense and provide no insight into the fundamentals of current or past operations of our business are excluded from Adjusted EBITDA. This includes costs such as professional services and legal fees, some of which were incurred as part of the transition to the Non-Investment Basis, and other non-recurring costs unrelated to the ongoing operations of the Company.

Adjusted EBITDA is a performance measure used by management that is not calculated in accordance with U.S. GAAP. Adjusted EBITDA should not be considered in isolation from or as superior to or as a substitute for net income (loss), operating income (loss) or any other measure of financial performance calculated in accordance with U.S. GAAP. Additionally, our calculations of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

Table of C ontents

The following table reconciles Net loss attributable to Greenbacker Renewable Energy Company LLC to Adjusted EBITDA:


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(79,471)	$	(724)
Add back or deduct the following:
Net loss attributable to noncontrolling interests	(96,935)		(59,439)
Net income attributable to redeemable noncontrolling interests	819		—
(Benefit from) provision for income taxes	(21,548)		3,005
Interest expense, net	40,519		15,889
Realized (gain) loss on interest rate swaps, net	(2,428)		1,322
Unrealized (gain) loss on interest rate swaps, net	(17,763)		249
Unrealized (gain) on investments, net	(932)		(398)
Other expense, net	267		108
Depreciation, amortization and accretion(1)	134,647		49,772
EBITDA	$	(42,825)	$	9,784
Share-based compensation expense	11,248		6,903
Change in fair value of contingent consideration	(603)		2,100

Impairment of long-lived assets	59,294		—

Non-recurring professional services and legal fees	3,388		7,593
Non-recurring salaries and personnel related expenses	1,250		—
Adjusted EBITDA	$	31,752	$	26,380

(1)Includes contract amortization, net in the amount of $8.1 million and $10.5 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively, which are included in Contract amortization, net on the Consolidated Statements of Operations.

FFO

Funds from Operations (“FFO”) is a non-GAAP financial measure that the Company uses as a performance measure to analyze net earnings from operations without the effects of certain non-recurring items that are not indicative of the ongoing operating performance of the business.

FFO is calculated using Adjusted EBITDA less the impact of interest expense (excluding the non-cash component) and distributions to Tax Equity Investors under the financing facilities associated with our IPP segment. The Company does not include any distributions made to GDEV limited partners in the calculation of FFO. For the period from May 19, 2022 through December 31, 2022, the distributions to the limited partners were the result of an exit from a historical investment whereby GDEV collected on an existing loan made to a third-party and distributed a portion of the proceeds to the limited partners. For the year ended December 31, 2023, there were no distributions made to GDEV limited partners as a result of the sale in the fourth quarter of 2022 (refer to Note 2. Significant Accounting Policies in the Notes to the Consolidated Financial Statements for further detail). The Company excludes these distributions as the underlying source of distribution (collection of a loan) is not recorded within Adjusted EBITDA and is therefore not a component of our earnings from operations.

The Company believes that the analysis and presentation of FFO will enhance our investor’s understanding of the ongoing performance of our operating business. The Company will consider FFO, in addition to other GAAP and non-GAAP measures, in assessing operating performance and as a proxy for growth in distribution coverage over the long-term.

FFO should not be considered in isolation from or as a superior to or as a substitute for net income (loss), operating income (loss) or any other measure of financial performance calculated in accordance with U.S. GAAP.

Table of C ontents

The following table reconciles Net loss attributable to Greenbacker Renewable Energy Company LLC to Adjusted EBITDA and then to FFO:


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(79,471)	$	(724)
Add back or deduct the following:
Net loss attributable to noncontrolling interests	(96,935)		(59,439)
Net income attributable to redeemable noncontrolling interests	819		—
(Benefit from) provision for income taxes	(21,548)		3,005
Interest expense, net	40,519		15,889
Realized (gain) loss on interest rate swaps, net	(2,428)		1,322
Unrealized (gain) loss on interest rate swaps, net	(17,763)		249
Unrealized (gain) on investments, net	(932)		(398)
Other expense, net	267		108
Depreciation, amortization and accretion(1)	134,647		49,772

Impairment of long-lived assets	59,294		—
Share-based compensation expense	11,248		6,903
Change in fair value of contingent consideration	(603)		2,100
Non-recurring professional services and legal fees	3,388		7,593
Non-recurring salaries and personnel related expenses	1,250		—
Adjusted EBITDA	$	31,752	$	26,380
Cash portion of interest expense	(27,473)		(11,783)
Distributions to tax equity investors	(15,748)		(11,363)
FFO	$	(11,469)	$	3,234

(1)Includes contract amortization, net in the amount of $8.1 million and $10.5 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively, which are included in Contract amortization, net on the Consolidated Statements of Operations.

Net Asset Value and Monthly Share Value

Net Asset Value

Prior to the Acquisition, we determined NAV for presentation in our U.S. GAAP financial statements. The Company has historically utilized NAV as the input into both MSV and the offering price of our shares. As a result of the Acquisition, under the Non-Investment Basis, NAV is no longer presented in our Consolidated Financial statements effective May 19, 2022 and forward. However, the Company continues to calculate both NAV and MSV in accordance with valuation guidelines as approved by our Board of Directors. The Company offers shares pursuant to the DRP and accepts repurchases under the SRP in connection with the death, disability or determination of incompetence of a shareholder. Both the DRP and the SRP are based upon the current MSV per class in effect.

The calculation of our NAV is intended to be a calculation of the fair value of our assets less our outstanding liabilities as described below and will differ from the book value of our equity reflected in our Consolidated Financial Statements as prepared under the Non-Investment Basis. Under the Non-Investment Basis, we are required to issue Consolidated Financial Statements based on historical cost in accordance with U.S. GAAP. To calculate our NAV for the purpose of establishing a purchase and repurchase price for our shares, we have adopted a model, as explained below, that adjusts the value of our assets and liabilities from historical cost to fair value generally in accordance with the U.S. GAAP principles set forth in ASC Topic 820, Fair Value Measurements (“ASC 820”).

To calculate our NAV, the Company has established procedures to estimate fair value of its investments generally in accordance with ASC 820 that the Company’s Board of Directors has reviewed and approved. To the extent that such market data is available, the Company uses observable market data to estimate the fair value of investments. In the absence of quoted market prices in active markets or quoted market prices for similar assets in markets that are not active, the Company uses the valuation methodologies described below with unobservable data based on the best available information in the circumstances. These methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the asset.

Table of C ontents

For investments for which quoted market prices are not available, which comprise most of our investment portfolio, fair value is estimated by using the cost, income or market approach. The income approach assumes that value is created by the expectation of future benefits, discounted by a risk premium, to calculate a current cash value. This estimate is the fair value (the amount an investor would be willing to pay to receive those future benefits). The market approach compares either recent comparable transactions to the investment or an offer to purchase an investment based upon a qualified bid (a signed term sheet and/or a signed purchase agreement). Adjustments to proposed prices are made to account for the probability of the deal closing, changes between proposed and executed terms, and any dissimilarity between the comparable transactions and their underlying investments. If multiple bids are qualified in the same valuation period, a blended market approach will be calculated.

The Company considers all assets that are fully construction-ready with no impediments to begin construction and where the costs to complete such projects are well understood for the income approach. The fair value of such eligible projects is determined based upon a discounted cash flow methodology. If the portfolio has any significant portion of value that remains subject to negotiation or contract or if other significant risks to complete the project exist, the investment may be held at cost as an approximation of fair value. These valuation methodologies involve a significant degree of judgment by management.

In determining the appropriate fair value of an investment using these approaches, the most significant information and assumptions include, as applicable: available current market data, including relevant and applicable comparable market transactions, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the investment’s ability to make payments, its earnings and discounted cash flows, the markets in which the project does business, comparisons of financial ratios of peer companies that are public, comparable mergers and acquisitions, the principal market and enterprise values and environmental factors, among other factors.

The Board of Directors has approved the selection of an independent valuation firm to review the Company’s valuation methodology and to work with management to provide additional inputs for consideration by the Company’s Board of Directors with respect to the fair value of investments. Currently, one quarter (25%) of the Company’s investments will be reviewed by an independent valuation firm each quarter on a rotating quarterly basis. Accordingly, each such investment is evaluated by an independent valuation firm at least once each twelve-month calendar period.

The determination of the fair value of the Company’s investments requires judgment, especially with respect to investments for which market quotations are not available. For most of the Company’s investments, market quotations are not available. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. Because the calculation of Company’s NAV is based, in part, on the fair value of Company’s investments as determined by management, our calculation of NAV is to a degree subjective and could be adversely affected if the determinations regarding the fair value of the Company’s investments were materially higher than the values that the Company ultimately realize upon the disposal of such investments.

The following table reconciles total equity per our Consolidated Balance Sheets prepared under the Non-Investment Basis as of December 31, 2023 to our NAV:


(in thousands, except per share data)	December 31, 2023
Total equity	$	1,623,540
Add back or deduct the following:
Noncontrolling interests	(113,875)
Redeemable noncontrolling interests	(2,179)
Accumulated unrealized appreciation in fair value of investments	113,362
Net asset value (members’ equity)	$	1,620,848

Shares outstanding	198,622
NAV per share	$	8.16

The aggregate NAV of the Company’s common shares as of December 31, 2023 was $1.6 billion, or $8.16 per share, and was determined in accordance with the valuation guidelines as approved by the Company’s Board of Directors. Prior to the change in status, the Company recorded its renewable energy projects at fair value and recorded the changes in fair value as an unrealized gain or loss. Upon the change in status, this fair value accounting is no longer applicable, and the Company presents on a consolidated basis the underlying assets and liabilities of its subsidiaries in accordance with the applicable U.S. GAAP.

Table of C ontents

The following details the adjustments to reconcile total equity as determined under U.S. GAAP to NAV:

Noncontrolling Interests

•Under the Non-Investment Basis, the Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and those of its subsidiaries in which it has a controlling financial and/or voting interest. Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for further discussion; and

•The Company excludes NCI for purposes of determining NAV as to remove the portion of net assets that are not attributable, directly or indirectly, to the Company. This includes the allocation of net income (loss) attributable to noncontrolling interests.

Accumulated Unrealized Appreciation (Depreciation) in Fair Value of Investments

•Our renewable energy assets are presented at historical cost and all debt facilities are recorded at their carrying value in the Consolidated Financial Statements prepared under U.S. GAAP. As such, any increases or decreases in the fair market value of our renewable energy assets or our debt are not recorded in U.S. GAAP equity. For purposes of determining NAV, our renewable energy projects and project-level debt are recorded at fair value. As a result, we include the accumulated unrealized appreciation (depreciation) in fair value of our renewable energy projects and project-level debt in NAV. The inception-to-date accumulated unrealized appreciation (depreciation) in fair value of our renewable energy projects as determined under the Investment Basis is included in U.S. GAAP equity as of May 19, 2022 (refer to the Company’s 2022 Form 10-K for further discussion of change in presentation due to change in status). As such, the adjustments reflect the change in unrealized appreciation (depreciation) in fair value of our renewable energy projects and project-level debt from May 19, 2022 and prospectively; and

•The fair value of the Company’s derivative instruments, which represent interest rate swap contracts, and the related unrealized gain (loss) are already recorded within U.S. GAAP equity. As such, the unrealized gain (loss) associated with the fair value of the Company’s renewable energy projects does not include the impact of our hedging activities associated with interest rate volatility on project-level debt.

The following table provides for a breakdown of the major components of our NAV as of December 31, 2023:


(in thousands)
Components of NAV	December 31, 2023
Investment in renewable energy projects and secured loans, at fair value	$	2,312,776
Cash and cash equivalents and Restricted cash	77,887
Derivative assets	142,168
Other current assets	55,150
Other noncurrent assets	334,476
Derivative liabilities	(5,833)
Other current liabilities	(49,042)
Long-term debt, including current portion	(1,094,420)
Other noncurrent liabilities	(152,314)
Net Asset Value	$	1,620,848
Shares outstanding	198,622

Table of C ontents

The following table provides a breakdown of our total NAV and NAV per share by class as of December 31, 2023:


(in thousands, except per share data)
	Class
	A		C		I		P-A		P-I		P-D		P-S		P-T		EO		Total
NAV	$	123,127	$	20,730	$	50,903	$	6,871	$	1,026,347	$	1,588	$	358,464	$	2,022	$	30,796	$	1,620,848
Shares outstanding	15,809		2,706		6,533		850		124,039		192		44,514		249		3,730		198,622
NAV per share as of December 31, 2023	$	7.788	$	7.659	$	7.792	$	8.085	$	8.274	$	8.263	$	8.053	$	8.124	$	8.274

Monthly Share Value

In addition to the description above to determine our non-GAAP NAV, we have adopted a model, as explained below, that adjusts NAV to MSV. The Company offers shares pursuant to the DRP and accepts repurchases under the SRP in connection with the death, disability or determination of incompetence of a shareholder. Both the DRP and the SRP are based upon the current MSV per class in effect.

We calculate our MSV per share in accordance with the valuation guidelines that have been approved by our Board of Directors. As a general rule we will continue to monitor the valuation of the Company’s entire investment portfolio and make adjustments to the NAV and MSV as necessary as soon as is practical thereafter to reflect any changes in market conditions that materially impact the value of our shares. On the last business day of every month, the Company will consider the appropriateness of the MSV. As part of that consideration, it will consider the current market values of our liquid and illiquid investment portfolios.

MSV is the basis for: (1) determining the price offered for each class of our shares pursuant to the DRP and the price per share that is paid to shareholder participants in our SRP; and (2) the value of an investment in our shares, as shown on each shareholder’s periodic customer account statement. While we believe our MSV calculation methodologies are consistent with standard industry practices, there is no rule or regulation that requires we calculate MSV in a certain way. MSV should not be considered equivalent to stockholders’ equity or any other U.S. GAAP measure.

The Company’s quarterly process to determine MSV per share class is performed in accordance with procedures approved by the Company’s Board of Directors. The MSV per share class as of December 31, 2023 was approved by the Company’s Board of Directors.

Our MSV per share does not represent the amount of our assets less our liabilities in accordance with U.S. GAAP. We do not represent, warrant or guarantee that:

•A shareholder would be able to realize the MSV per share for the class of shares a shareholder owns if the shareholder attempts to sell its shares;

•A shareholder would ultimately realize distributions per share equal to the MSV per share for the class of shares it owns upon liquidation of our assets and settlement of our liabilities or upon a sale of our Company;

•Shares of our limited liability company interests would trade at their MSV per share on a national securities exchange;

•A third-party would offer the MSV per share for each class of shares in an arm’s-length transaction to purchase all or substantially all of our shares; or

•The MSV per share would equate to a market price of an open-ended renewable energy fund.

The following details the adjustments to reconcile members’ equity as determined under U.S. GAAP to our MSV:

•The accrued shareholder servicing fee represents the accrual for the full cost of the shareholder servicing fee for Class P-S, Class P-T and Class C shares. Under U.S. GAAP and NAV, we accrued the full cost of the shareholder servicing fee payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum shareholder servicing fee) as an offering cost at the time we sold the Class P-S, Class P-T and Class C shares. For purposes of our MSV, we recognize the shareholder servicing fee as a reduction of MSV on a monthly basis as such fee is paid; and

•Under GAAP and NAV, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For MSV, such costs will be recognized as a reduction to MSV as they are charged to equity ratably over 60 months.

Table of C ontents

Results of Operations - Investment Basis

A discussion of the results of operations under the Investment Basis for the period from January 1, 2022 through May 18, 2022 is included below. All references to the “LLC” in this “Results of Operations – Investment Basis” section refer to Greenbacker Renewable Energy Company LLC and its consolidated subsidiaries (GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC) prior to the Acquisition, unless otherwise expressly stated or context requires otherwise.


(in thousands)	For the period from January 1, 2022 through May 18, 2022
Investment income:
Dividend income	$	12,547
Interest income	1,279
Total investment income	$	13,826
Key Operating expenses:
Management fee expense	$	10,662
Performance participation fee	384
Other expenses	11,981
Total expenses	23,027
Net investment loss before taxes	(9,201)
(Benefit from) income taxes	(4,315)
Net investment loss	$	(4,886)
Net change in realized and unrealized gain (loss) on investments, foreign currency translation and deferred tax assets:
Net realized loss on investments	$	(2)
Net change in unrealized appreciation (depreciation) on:
Investments	13,648
Foreign currency translation	(26)
Swap contracts	35,266
(Provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts	(13,223)
Net increase in net assets attributed to members' equity	$	30,777

Revenues

As the majority of our assets consist of equity investments in entities established to own and operate our renewable energy projects, the majority of the revenue we generated prior to the Acquisition is in the form of dividend income. Dividend income is not equivalent to the gross revenue produced at the project level, as included in the Non-Investment Basis, but is instead the amount of free cash that was distributed from the project entities to the LLC from time to time after paying for all project-level expenses, remitting principal payments not funded by the LLC, and complying with any specific project-level debt and tax equity covenant, less any expenses incurred by the LLC or GREC for services provided by Greenbacker Administration directly relating to the ongoing operations of the project companies. Thus, the presentation of investment income in our Consolidated Financial Statements as prepared under the Investment Basis differs from the traditional presentation shown in the financial statements or entities not prepared in accordance with ASC 946 and, most notably, is not equivalent to revenue as one might expect to see under the Non-Investment Basis.

The other major component of our revenue is interest income earned on the LLC's debt investments, including loans to developers and loans made directly or indirectly to renewable energy projects. Dividend income for the period from January 1, 2022 through May 18, 2022 totaled $12.5 million, while interest income earned on our cash, cash equivalents, and secured loans (including the amortization of origination and other fees) amounted to $1.3 million.

Expenses

For the period from January 1, 2022 through May 18, 2022, we incurred $23.0 million in operating expenses.

Table of C ontents

Prior to July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of our gross assets (including amounts borrowed up to $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and 0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in arrears or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined by GCM in its sole discretion. On July 1, 2021, the LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of the net assets until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion. Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM. For the period from January 1, 2022 through May 18, 2022, we incurred $10.7 million in management fees resulting from the increase in net assets most notably in 2021 due to a significant increase in capital raised.

The Special Unitholder, an entity affiliated with GCM, held the special unit in LLC entitling it to a performance participation fee as well as a liquidation performance participation fee payable upon a listing or a liquidation. The fees paid to the Special Unitholder as outlined in the Fourth Operating Agreement were effective for periods subsequent to March 31, 2020 and prior to May 18, 2022. For the period from January 1, 2022 through May 18, 2022, we incurred $0.4 million in performance fees.

For the period from January 1, 2022 through May 18, 2022, we incurred $2.2 million in expenses from the Administrator in excess of the dividend income from the project companies due to the structure of certain of the project company agreements that only allow for distributions to be determined quarterly. These expenses related to certain asset management, construction management, compliance and oversight services, as well as accounting and administrative services performed by the Administrator, and are recorded to Administrator expenses on the Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022.

The residual expenses incurred during the period from January 1, 2022 through May 18, 2022 included other operating expenses such as other professional fees and legal expenses, which consisted of certain costs associated with the Acquisition and the transition to Non-Investment Basis.

Lastly, for the period from January 1, 2022 through May 18, 2022, we generated a tax benefit of $4.3 million. The benefit recorded within Net investment loss is mainly derived from net operating losses incurred by the LLC.

Net Change in Realized and Unrealized Gain (Loss) on Investments, Foreign Currency Translation and Deferred Tax Assets

Net realized loss on investments, Net change in unrealized appreciation (depreciation) on Investments, and Net change in unrealized appreciation (depreciation) on Foreign currency translations are reported separately on the Consolidated Statement of Operations as prepared under the Investment Basis. We measured realized gains or losses as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

For the period from January 1, 2022 through May 18, 2022, the LLC recognized a net change in unrealized appreciation of $48.9 million, driven by the change in value of investments and swap contracts.

The (provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts was $(13.2) million for the period from January 1, 2022 through May 18, 2022. The provision is mainly derived from unrealized tax basis gains on the LLC's investments offset by net operating losses incurred and investment tax credit carryforwards related to the LLC's investments which, unlike for financial statement purposes under U.S. GAAP, are consolidated for tax purposes.

Changes in Net Assets from Operations

For the period from January 1, 2022 through May 18, 2022, we recorded a net increase in net assets resulting from operations of $30.8 million, or $0.18 per share. The increase in net assets for the period from January 1, 2022 through May 18, 2022 primarily relates to our unrealized appreciation on investments and swap contracts, offset by our net investment loss earned during the period, and change in benefit from deferred taxes on unrealized appreciation on investments.

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Electricity Production by Our Fleet

Our strategy of purchasing distributed generation and opportunistic utility scale projects enables us to continue building a highly diversified portfolio. While buying and operating middle-market projects poses certain challenges compared with buying large single projects, we see significant benefits associated with these middle-market projects in terms of investment return potential due to less competition with large capital providers, opportunity to buy pipelines of deals from developers, and the overall scalability of the asset class, where solar and wind projects can be purchased to match capital inflows.

The power-production capacity of the Company’s operating fleet of renewable energy projects increased by 0.3 GW on a year-over-year basis as the Company acquired new operating projects and its under-construction projects entered commercial operation.

As illustrated below, this capacity growth enabled the Company’s fleet of clean energy projects to produce over 2.5 million MWh of total power during the year ended December 31, 2023, marking a year-over-year increase of 7%. The increased production is driven by the solar energy segment, which included more than 1.5 million MWh of solar energy, representing year-over-year growth of 38%.


MWh by Technology	Year ended December 31, 2023	Year ended December 31, 2022	YoY change for the year ended December 31
Solar	1,473,384	1,067,114	38	%
Wind	978,236	1,198,236	(18)	%
Biomass	57,880	90,385	(36)	%
Total	2,509,500	2,355,735	7	%

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Dividend Coverage Ratio and Realized Gains - Investment Basis

In addition to acquiring operating assets, a substantial portion of our investment activity consists of acquiring pre-operational assets, which we then fund through construction until such time as the assets are placed in service and start generating revenue. Depending on the circumstances, the construction process can take several months, during which time we are not generating revenues from these investments and are paying distributions on the capital raised to fund the investments. When determining the price to be paid for pre-operational assets, we perform a discounted cash flow analysis of the lifetime operating returns of the projects and incorporate the pre-operational period into our analysis. Through the construction period, we continue to incur substantial operating expenses associated with owning and managing these investments as well as pay distributions on the capital raised to fund the investments. Thus, our Consolidated Financial Statements and overall dividend coverage ratio had been negatively impacted in recent years.

An analysis of the LLC’s dividend coverage ratio for the period prior to Acquisition as indicated below is as follows:


(dollars in thousands)
Description	For the period from January 1, 2022 through May 18, 2022
Net investment loss before taxes	$	(9,200)
Shareholder distributions (total including DRP)	$	32,203
Dividend coverage ratio (net investment income/total distributions)	(28.6)		%
Realized losses	$	(2)
Gross dividend coverage ratio (net investment income and realized gains/total shareholder distributions)	(28.6)		%

Given the change in status to the Non-Investment Basis, the Company no longer reports Net investment income in the Consolidated Financial Statements. The Company utilizes metrics presented within the Consolidated Financial Statements as prepared under the U.S. GAAP Non-Investment Basis, as well as non-GAAP metrics, Adjusted EBITDA and FFO, in evaluating and reporting on the sources of funding for shareholder distributions and the underlying drivers of our financial results in the periods subsequent to the change in status.

Liquidity and Capital Resources

Overview

Liquidity is a measure of our ability to meet our cash requirements, including ongoing commitments to repay borrowings, fund and maintain our current renewable energy project assets, acquire, construct and develop our future renewable energy projects, make investments in renewable energy businesses, make distributions to our shareholders, repurchase our common shares pursuant to the SRP in connection with the death, disability or determination of incompetence of a shareholder, and other general business needs.

Our short-term liquidity requirements consist primarily of funds necessary to pay for our operating expenses, including our general and administrative expenses as well as interest payments on our outstanding debt, to make distributions to our shareholders and to repurchase our common shares pursuant to our SRP in connection with the death, disability or determination of incompetence of a shareholder. We also have a significant pipeline of currently contracted and potential future development, construction and acquisition projects, all of which will require short-term funding. We expect to meet our short-term liquidity requirements primarily from operating cash flow, cash on hand, and borrowings under our existing financing sources and future debt and equity financing.

Our long-term liquidity needs consist primarily of funds necessary to repay debt and to acquire, construct and develop renewable energy and energy efficiency projects. We expect to meet our long-term liquidity requirements with operating cash flow, cash on hand, borrowings under our existing financing sources and future debt and equity financing.

We expect that our primary sources of financing will be through corporate-level credit facilities or other secured and unsecured borrowings, but we may also issue equity or debt securities. In addition, we expect to use other financing methods at the project level as necessary, including joint venture structures, construction loans, tax equity bridge loans, property mortgages, letters of credit, sale and leaseback transactions, other lease transactions and other arrangements, any of which may be unsecured or may be secured by mortgages or other interests in our assets. In addition, other sources of capital may include tax equity financings, sale of tax credits, governmental grant proceeds, and proceeds from sales of assets and capital repayments from investments.

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Tax Equity Investors, passive investors which could be financial institutions, insurance companies or corporations, contribute capital based on construction milestones in exchange for a share of the tax credits (and other tax benefits such as accelerated depreciation) and cash flows generated by a qualifying physical investment. Initially, the tax equity investor receives substantially all of the non-cash value attributable to the renewable energy systems and energy storage systems, which includes accelerated depreciation and Section 48(a) ITCs or Section 45(a) PTC; and generally between 15%-30% of the cash generated by the asset. These allocations then flip once certain time or yield-based milestones are met. Time-based flips occur on a set date after a five-year recapture period while yield-based flips occur after the tax equity investor achieves a specified return typically on an after-tax basis which may last longer than expected if the portfolio company’s energy projects perform below our expectations. After the flip occurs, we receive substantially all of the cash and tax allocations.

As of December 31, 2023 and 2022, the Company had $96.9 million and $143.2 million, respectively, in Cash and cash equivalents and $85.2 million and $47.5 million, respectively, in Restricted cash, current. Our current Cash, cash equivalents and Restricted cash balance is generally reflective of the cash necessary to fund normal operations. In the short-term, we anticipate continuing to (1) increase our draw on current financing facilities, and (2) enter into new financing arrangements. Our primary sources of cash have generally consisted of:

•cash flows generated from our renewable energy projects, including interest earned on secured loans;

•tax equity capital contributions in partnerships where the Company is the managing member; and

•borrowing capacity under current financing sources.

As of December 31, 2023 and 2022, the Company had $1.1 billion and $987.1 million, respectively, in outstanding notes payable.

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(dollars in thousands)	Outstanding as of December 31, 2023		Outstanding as of December 31, 2022		Interest rate	Maturity date
GREC Entity HoldCo(1)	$	65,951	$	74,197	Daily SOFR + 1.85%	June 20, 2025
Midway III Manager LLC	13,932		14,610		3 mo. SOFR + 1.73%	September 28, 2025
Trillium Manager LLC	68,785		72,737		Daily SOFR + 1.98%	June 9, 2027
GB Wind Holdco LLC(2)	50,408		122,684		3 mo. SOFR + 1.38%	Various(3)
Greenbacker Wind Holdings II LLC	70,628		72,477		3 mo. SOFR + 1.98%	December 31, 2026
Conic Manager LLC	23,363		24,356		3 mo. SOFR + 1.75%	August 8, 2026
Turquoise Manager LLC	30,994		31,687		3 mo. SOFR + 1.35%	December 23, 2027
Eagle Valley Clean Energy LLC	35,389		35,112		Various(4)	January 2, 2057
Eagle Valley Clean Energy LLC (Premium financing agreement)	—		1,064		6.99%	November 30, 2023(5)
Greenbacker Equipment Acquisition Company LLC	—		6,500		Prime + 1.00%	December 31, 2023(6)
ECA Finco I, LLC	18,563		19,757		3 mo. SOFR + 2.60%	February 25, 2028
GB Solar TE 2020 Manager LLC	18,506		19,182		3 mo. SOFR + 1.88%	October 30, 2026
Sego Lily Solar Manager LLC	133,898		137,445		3 mo. SOFR + 1.53%	June 30, 2028
Celadon Manager LLC	72,853		61,925		Daily SOFR + 1.60%	February 18, 2029
GRP II Borealis Solar LLC	40,646		41,788		3 mo. SOFR + 2.00%	June 30, 2027
Ponderosa Manager LLC	88,594		147,080		3 mo. SOFR + 1.40%	October 4, 2029(7)
PRC Nemasket LLC	41,806		44,488		Daily SOFR + 1.25%	November 1, 2029
GREC Holdings 1 LLC	74,594		60,000		1 mo. SOFR + Applicable Margin(8)	November 29, 2027
Dogwood GB Manager LLC	57,463		—		1 mo. SOFR + 1.63%	March 29, 2030
GREC Warehouse Holdings I LLC	155,558		—		3 mo. SOFR + 2.03%	August 11, 2026
Total debt	$	1,061,931	$	987,089
Less: Total unamortized discount and deferred financing fees	(43,679)		(40,459)
Less: Current portion of long-term debt(9)	(82,855)		(95,870)

Total long-term debt, net	$	935,397	$	850,760

(1)See the description below and Part II – Item 8 – Note 11. Debt, in the Notes to the Consolidated Financial Statements prepared under the Non-Investment Basis of the credit agreement below for a discussion of GREC Entity HoldCo’s non-compliance with the debt service coverage ratio (as defined in the credit agreement) as of and for the fiscal quarter ended December 31, 2023.

(2)The GB Wind Holdco LLC tax equity bridge loans totaling $69.5 million were paid in full, and $63.1 million was paid on the term loan facility with proceeds from the Company’s failed sale-leaseback arrangements in November and December 2023. In addition, in the year ended December 31, 2023, there were additional borrowings of $69.5 million offset by $9.2 million of repayments in the ordinary course of business.

(3)The GB Wind Holdco LLC tax equity bridge loan and repower term loans mature on March 31, 2024 and December 31, 2027, respectively.

(4)Eagle Valley Clean Energy LLC’s loan includes a term loan that bears interest at a fixed rate of 1.69% and a loan governed by a debt settlement agreement that bears interest at a fixed rate of 1.91%.

(5)The loan was paid in full in October 2023.

(6)On October 23, 2023, the maturity date was amended to December 31, 2023 in the Fourth Amendment to the Loan and Security Agreement. The loan was paid in full in December 2023.

(7)The Ponderosa Manager LLC tax equity bridge loan of $34.5 million was paid in full in October 2023.

(8)GREC Holdings 1 LLC’s loan includes interest on the outstanding principal at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%).

(9)Adjusted for $6.1 million of unamortized debt discount and deferred financing fees pertaining to current portion of long-term debt of $88.9 million.

We remain focused on maintaining liquidity and financial flexibility and continue to monitor the capital and credit markets. Beyond the primary sources of liquidity we use to meet our cash requirements, we are exploring a variety of financing options to supplement our current cash flows in order to allow us to maintain normal future operations and to take advantage of the investment opportunities available in the marketplace. These financing options include, among others, raising capital in the public or private capital markets and establishing new financing arrangements with commercial banks. However, we cannot predict with certainty what terms any such financing would have or the cost we would incur in connection with such financing or whether we will be able to consummate any such financing.

Table of C ontents

Management continues to regularly monitor the Company’s ability to finance the needs of its operating, financing and investment activity within the dictates of prudent balance sheet management. The pace as to which we are able to progress our significant pipeline of currently contracted and potential future development, construction and project acquisition projects is expected to be impacted by our ability to access additional financing. The more success we achieve in our capital raising and other financing activities, the faster we will be able to place in service new projects and begin to receive operating cash flow from these projects. If the amount of capital that is available to us on favorable terms is less than what is needed to fully fund these pipeline activities, we may be forced to slow the pace of these activities, which may ultimately delay or eliminate future operating cash flow that we anticipate will be available to us.

We also suspended our SRP effective September 23, 2023 (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder), and as a result, we expect to be able to devote a greater amount of our liquidity and capital resources to executing our broader business strategy.

If we are unable to expand our sources of financing, fully utilize our available cash or otherwise meet the required terms and financial covenants associated with our financing arrangements, it may have an adverse effect on our ability to make distributions to our shareholders and to fund our operations. Our liquidity plans are also subject to a number of risks and uncertainties, including those described under the section titled Part I — Item 1A. Risk Factors in this Annual Report on Form 10-K for the year ended December 31, 2023.

Debt Outstanding

We supplement our equity capital and increase potential returns through the use of prudent levels of borrowings both at the corporate level and the project level. The Fifth Operating Agreement does not impose limitations on the amount of borrowings we may employ either at the corporate level or the project level. Our current policy is to generally target a leverage ratio of up to $2 of debt for every $1 of equity on our overall portfolio, with individual allocations of leverage based on the mix of asset types and obligors.

The weighted average interest rate including associated swap agreements, deferred financing costs and capitalized interest on total debt outstanding was 3.66% as of December 31, 2023.

The following table sets forth certain information about our debt outstanding:


(in thousands)
Period ending December 31,	Principal Payments
2024	$	88,917
2025	39,546
2026	277,490
2027	255,582
2028	133,462
Thereafter	266,934
	$	1,061,931

In the future, we expect that our ongoing sources of financing will be through corporate-level credit facilities or other secured and unsecured borrowings. In addition, we expect to use other financing methods at the project level as necessary, including joint venture structures, construction loans, tax equity bridge loans, property mortgages, letters of credit, sale and leaseback transactions, other lease transactions and other arrangements, any of which may be unsecured or may be secured by mortgages or other interests in our assets. Other sources of capital may include tax equity financings, whereby an investor receives an allocation of tax benefits as well as cash distribution.

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As of and for the fiscal quarter ended December 31, 2023, GREC Entity HoldCo was not in compliance with the debt service coverage ratio (as defined in the credit agreement) for the credit agreement related to GREC Entity HoldCo, which resulted in the Company’s classification of the debt to current liability as of December 31, 2023. A default under the credit agreement permits the administrative agent, among other things, to declare all or any part of the outstanding principal amount of the loans under the credit agreement and related interest due and payable. The Company is working in good faith with the lender to secure a waiver of default. While the Company expects to receive a waiver of default, there is no guarantee that the Company will receive such waiver. Further there are no cross-defaults associated with this technical default. The Company may use cash on hand, leverage additional borrowing or sell certain assets to meet the obligations if the debt is accelerated. Refer to Part II – Item 8 – Note 11. Debt in the Notes to the Consolidated Financial Statements prepared under the Non-Investment Basis for additional information.

Changes in Cash Flows - Non-Investment Basis

The following table shows cash flows from operating activities, investing activities and financing activities for the stated period for the Company:


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Net cash provided by operating activities	$	62,401	$	11,695
Net cash used in investing activities	(323,179)		(468,098)
Net cash provided by financing activities	257,755		441,652
Net decrease in cash, cash equivalents and restricted cash	(3,023)		(14,751)

Operating Activities

Net cash provided by operating activities was $62.4 million for the year ended December 31, 2023. The net loss for the year ended December 31, 2023, excluding the impact of non-cash items, resulted in a source of cash inflow of $4.7 million, which is attributable to operating results from the Company’s IPP and IM segments and the costs attributable to the Company’s corporate functions. The Company’s operating activities included a decrease in net working capital of $57.7 million primarily driven by the termination of interest rate swaps as well as increased accounts payable and accrued expenses offset by increased other current and noncurrent assets and accounts receivable.

Net cash provided by operating activities was $11.7 million for the period from May 19, 2022 through December 31, 2022. The net loss for the period from May 19, 2022 through December 31, 2022, excluding the impact of non-cash items, resulted in a source of cash inflow of $8.4 million, which is attributable to operating results from the Company’s IPP segment offset by operating losses on the IM segment and costs attributable to the Company’s corporate functions. The Company’s operating activities included an increase in net working capital of $3.3 million primarily driven by the timing of collections on accounts receivable and changes to accounts payable and accrued expenses.

Investing Activities

Net cash used in investing activities was $323.2 million for the year ended December 31, 2023. Cash outflows were driven by $360.7 million of purchases of property, plant and equipment and relate primarily to payments made on ongoing construction projects within our solar and wind fleet, for remaining purchase price liabilities on existing projects and new acquisitions within the IPP segment. Additional cash outflows consist of $5.3 million related to the purchase of new investments. This was offset by $30.7 million received in principal repayments of notes receivable, primarily from OYA in the first quarter then Cider and Shepherds Run in the fourth quarter, as well as $8.1 million for deposits returned for property, plant and equipment.

Net cash used in investing activities was $468.1 million for the period from May 19, 2022 through December 31, 2022. Cash outflows were driven by $393.3 million of purchases of property, plant and equipment and relate primarily to payments made on ongoing construction projects within our solar and wind fleet, for remaining purchase price liabilities on existing projects and new acquisitions within the IPP segment. An additional cash outflow of $34.8 million was driven by the purchase of new investments for GDEV prior to deconsolidation, as well as loans made to other parties for $48.2 million, primarily the Cider and OYA secured loans. This was offset by $17.5 million received in principal repayments received, primarily from Chaberton and OYA, as well as $5.5 million proceeds from the sale of the Company’s investment in GDEV on November 18, 2022.

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Financing Activities

Net cash provided by financing activities was $257.8 million for the year ended December 31, 2023. The Company's financing activities were driven by proceeds from borrowings of $425.5 million related to the GREC Warehouse Holdings I LLC, GREC Holdings 1 LLC, GB Wind Holdco LLC, Dogwood GB Manager LLC, Celadon Manager LLC and Ponderosa Manager LLC debt facilities. In addition, contributions from Tax Equity Investors totaled $144.9 million primarily driven by contributions to Dogwood Holdco, LLC and Ponderosa Holdings, LLC. The Company also received $241.0 million of proceeds related to failed sale-leaseback arrangements entered into related to certain wind assets. This was offset by distributions to shareholders of $87.6 million, and payments on borrowings of $351.8 million, primarily related to the GREC Holdings 1 LLC, GB Wind Holdco LLC, Ponderosa Manager LLC and GREC Entity Holdco debt facilities. Results were further offset by $82.7 million for repurchases of shares pursuant to the SRP and distributions of $17.5 million to Tax Equity Investors.

Net cash provided by financing activities was $441.7 million for the period from May 19, 2022 through December 31, 2022. The Company's financing activities were driven by proceeds from borrowings of $499.7 million related to the Celadon Manager LLC, PRC Nemasket LLC, Sego Lily Solar Manager LLC and Ponderosa Manager LLC debt facilities. In addition, contributions from GDEV and Tax Equity Investors totaled $104.5 million. This was offset by distributions to shareholders of $51.5 million, and payments on borrowings of $81.6 million, primarily related to the GB Wind Holdco LLC, GREC Entity Holdco and Trillium Manager LLC debt. Results were further offset by $17.2 million for repurchases of shares pursuant to the SRP and distributions of $11.2 million to Tax Equity Investors and GDEV investors prior to deconsolidation.

Changes in Cash Flows - Investment Basis

The following table shows cash flows from operating activities, investing activities and financing activities for the period from January 1, 2022 through May 18, 2022 for the LLC:


(in thousands)	For the period from January 1, 2022 through May 18, 2022
Net cash (used in) operating activities	$	(71,665)
Net cash provided by financing activities	57,864
(Decrease) in cash, cash equivalents and restricted cash	(13,801)

Operating Activities

Net cash used in operating activities was $71.7 million for the period from January 1, 2022 through May 18, 2022. Cash flows used in operating activities before net working capital changes was $73.2 million, which largely consisted of gross funding of new or existing investments, offset by return of capital and sales of money market funds. The cash used in gross funding of new or existing investments of $339.4 million was driven primarily by commercial solar assets, as well as the procurement of equipment, and the acquisition of a 55 MW operating wind project located in New York.

Financing Activities

Net cash provided by financing activities was $57.9 million for the period from January 1, 2022 through May 18, 2022. The LLC’s financing activities were primarily driven by proceeds from issuance of common shares, net for $105.2 million, which consisted of new capital raised. This was offset by $30.9 million of payments for distributions to shareholders and $13.8 million of repurchases of shares pursuant to the SRP.

Hedging Activities

The Company manages interest rate risk primarily through the use of derivative financial instruments.

The Company documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions, at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific forecasted transactions. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable of occurring, or a treatment of the derivative as a hedge is no longer appropriate or intended. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods during which the hedged transactions will affect earnings.

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The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed interest rate payments. For derivatives designated as cash flow hedges, the changes in the fair value of the derivative are initially reported in other comprehensive income (outside of earnings), net of tax, and are subsequently reclassified to earnings when the hedged transaction affects earnings. The Company assesses the effectiveness of each hedging relationship by utilizing a third-party statistical regression analysis. Amounts reported in accumulated other comprehensive income related to designated derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate liabilities.

Refer to Note 12. Derivative Instruments in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for further information with respect to the Company's derivative instruments.

Contractual Obligations

The Company has a variety of contractual obligations and commitments, both short-term and long-term in nature. We have included the following information related to commitments of the Company to further assist investors in understanding our outstanding commitments.

Advisory and Administration Agreements

Prior to the Acquisition, GCM managed our day-to-day operations and provided advisory and management services to us pursuant to the Advisory Agreement. The Advisory Agreement was terminated in connection with the Acquisition, and GCM is now a wholly owned subsidiary of the Company.

Prior to the Acquisition, Greenbacker Administration served as our Administrator pursuant to the Administration Agreement. The Administration Agreement was terminated in connection with the Acquisition. Greenbacker Administration continues to perform certain asset management, construction management, compliance and oversight services, as well as asset accounting and administrative services, for many of the Company’s assets.

Refer to Note 4. Related Party Agreements and Transaction Agreements in the Notes to the Consolidated Financial Statements (Investment Basis) for further details.

Letters of Credit

The Company is required to provide security under the terms of several of its power purchase agreements, permits, lease agreements and other project documents as well as many of its loan agreements. As of December 31, 2023, the Company has provided the requisite security for these agreements in the form of a standby letter of credit of $169.7 million. As of December 31, 2023, the Company had no unused letters of credit.

Pledge of Collateral and Unsecured Guarantee of Loans to Subsidiaries

Pursuant to various project loan agreements between the Company's subsidiaries and various lenders, the Company has pledged solar and wind operating assets as well as the membership interests in various subsidiaries as collateral for the term loans with maturity dates ranging from June 2025 through January 2057.

Investment in To-Be-Constructed Assets and Membership Interest Purchase Commitments

Pursuant to various engineering, procurement and construction contracts and membership interest purchase agreements to which certain of the Company's subsidiaries are individually a party, the subsidiaries, and indirectly the Company, have committed an outstanding balance of approximately $1.2 billion to complete construction of the facilities and the closing of the purchase of membership interest pursuant to all conditions being met under such agreements. Based upon current construction and closing schedules, the expectation is that these commitments will be fulfilled between 2024 and 2027. The Company plans to use debt and tax equity financing as well as cash on hand to fund such commitments.

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Power Purchase Agreements

The Company has long-term PPAs with its offtake customers. Under the PPAs, the Company is required to deliver agreed-upon quantities based on the agreements for successive periods, typically between one to five year rolling periods, over the terms of the PPAs. As of December 31, 2023, the Company was in compliance with all agreed-upon delivery quantities.

Renewable Energy Credits Commitments

For certain solar and wind power systems, the Company has received incentives in the form of RECs. In certain cases, the entities have entered into fixed-price, fixed-volume forward sale transactions to monetize these RECs for specific entities. If we are unable to satisfy the transaction requirements due to lack of production, we may have to purchase RECs on the spot market and/or pay specified replacement cost damages. Based upon current production projections, we do not expect a requirement to purchase RECs to fulfill our current REC sales contracts. When RECs earned by the entities are sold either on a forward basis or in the spot market, revenue is recorded when the REC is transferred.

Recording of a sale of RECs under U.S. GAAP is accounted for under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). There are no differences in the process and related revenue recognition between REC sales to utilities and non-utility customers. Revenue is recorded when all revenue recognition criteria are met, including that there is persuasive evidence that an arrangement exists (typically through a contract), services are rendered through the production of electricity, pricing is fixed and determinable under the contract, and collectability is reasonably assured. The accounting policy adopted is that the revenue recognition criteria are met when the energy is produced, and a REC is created and transferred to a third party when sold on a forward basis or in the spot market.

If any of our REC counterparties fail to satisfy their contractual obligations, our revenues may decrease under replacement agreements, and we may incur expenses locating and executing such replacement agreements. For the majority of the forward REC contracts currently effective as of December 31, 2023, GREC and/or the Company has provided an unsecured guaranty related to the delivery obligations under these contracts. The amount of the unsecured guaranty on REC contracts is nil as of December 31, 2023.

Leases

Lease agreements are evaluated at inception to determine whether they represent finance or operating leases. The Company has determined its site leases represent operating leases, and accordingly, minimum rental expense is recognized on a straight-line basis over the lease term beginning with the lease commencement date. For finance leases, the minimum rental expense is recognized in a front-loaded expense pattern. Refer to Note 10. Leases in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for further details on the Company’s lease obligations.

Pledge of Parent Company Guarantees

Pursuant to various tax equity structures, which are governed by various agreements to which certain of the Company’s subsidiaries are individually a party to, the Company has provided unsecured guarantees to support the commitments and obligations of these underlying tax equity agreements in an amount of $842.7 million as of December 31, 2023. As of December 31, 2023, the Company is not aware of any events that could trigger the Company’s obligations under these guarantees.

In addition, the Company, along with the parent company of the other 50.00% member of OYA, provided a guarantee to the tax equity investor member in one of the partnerships, for which OYA is the partner, for the payment and performance of all obligations of these subsidiaries under the partnership documents as well as affiliate contracts. As of December 31, 2023, the Company considers it remote that it would be required to make payments under any of these guarantees. Refer to Note 5. Variable Interest Entities in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for further details.

Distributions

Subject to the Board of Directors’ review and approval and applicable legal restrictions, we intend to authorize and declare distributions on a quarterly basis and pay distributions on a monthly basis. We will calculate each shareholder’s specific distribution amount for the period using record and declaration dates, and each member’s distributions will begin to accrue on the date we accept each member’s subscription for shares. From time to time, we may also pay interim special distributions in the form of cash or shares, with the approval of our Board of Directors.

Distributions will be made on all classes of our shares at the same time. The cash distributions with respect to the Class C, P-S and P-T shares are lower than the cash distributions with respect to Class A, I, P-A, P-I and P-D shares because of the distribution fee relating to Class C, P-S and P-T shares, which will be allocated as a class-specific charge. Amounts distributed to each class will be allocated among the holders of our shares in such class in proportion to their shares.

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Cash distributions for the year ended December 31, 2023 were funded from cash on hand and other external financing sources. The Company expects to continue to fund distributions from a combination of cash on hand, cash from operations as well as other external financing sources. Due to the Company’s acquisition strategy to own pre-operational assets that are not yet generating cash from operations as well as the Company’s strategy of engaging in initiatives that include repowering projects where the existing assets are being retrofit with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity, a significant amount of distributions will continue to be funded from other external financing sources until such projects become operational. Management fee and incentive fee revenue from our IM segment is also utilized as a source of capital to fund distributions as this portion of our business grows.

Share Repurchase Program

The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the Company may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings or other external financing sources and cash from liquidation of investments to repurchase shares.

A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a shareholder must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time, provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the Company. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase.

The quarterly share repurchases limits for the SRP are set forth below.


Quarter Ending			Share Repurchase Limit(s)
September 30, 2021, and each quarter thereafter			During any 12-month period, 20.00% of the weighted average number of outstanding shares
			During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters

The Company may repurchase fewer shares than have been requested in any particular quarter to be repurchased under the SRP, or none at all, in its discretion at any time. Further, the Board of Directors may modify, suspend or terminate the SRP if it deems such action to be in the best interest of the Company and its shareholders or in response to regulatory changes or changes in law.

The Company has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act.

Off-Balance Sheet Arrangements

In the ordinary course of business, the Company engages in financial transactions that are not presented on our Consolidated Balance Sheets or may be recorded on our Consolidated Balance Sheets in amounts that are different from the full contract or notional amount of the transaction. The Company’s off-balance sheet arrangements consist primarily of unfunded commitments and guarantees to the Tax Equity Investors, which may affect our liquidity and funding requirements based on the likelihood that borrowers will advance funds under the loan commitments or we will be required to perform under the guarantee obligations. Refer to Note 5. Variable Interest Entities in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for further details.

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Critical Accounting Policies and Use of Estimates

The following discussion addresses the accounting policies utilized based on our current operations. Our most critical accounting policies involve decisions and assessments that affect our reported assets and liabilities as well as our reported revenues and expenses. We believe that all the decisions and assessments upon which our Consolidated Financial Statements are based were reasonable as of the time made and were based upon information available to us at that time. Our critical accounting policies and accounting estimates may be expanded over time as we continue to implement our business and operating strategy. The material accounting policies and estimates that are most critical to an investor’s understanding of our financial results and condition, as well as those that require complex judgment decisions by our management, are discussed below.

Non-Investment Basis

Basis of Presentation

Since inception and prior to the Acquisition, the Company’s historical financial statements were prepared using the investment company basis of accounting in accordance with ASC 946. ASC 946, or Investment Basis, requires that if there is a subsequent change in the purpose and design of an entity, the entity should reevaluate its status as an investment company. As a result of the Acquisition and other steps taken by the Company to transition the focus of the Company’s business from being an investor in clean energy projects to a diversified independent power producer coupled with an asset management business, the Company no longer exhibits the fundamental characteristics of, and no longer qualifies as, an investment company. The Company discontinued applying the guidance in ASC 946 and began to account for the change in status prospectively in accordance with other U.S. GAAP topics, or Non-Investment Basis, as of the date of the change in status, or May 19, 2022.

Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value

NCI represents the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that is not allocable to the Company as they represent third-party interests in the net assets of the respective entity and are based on the contractual allocations within the respective operating agreement or allocated to NCI attributable to the limited partner investors.

For certain NCI when the preferences on profit sharing on liquidation rights and priorities differ from the ownership percentages, the Company considers ASC Topic 970, Real Estate - General, and applies the HLBV method of reporting. Under the HLBV method, the amounts of income and loss attributed to the NCI reflect the changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third-party noncontrolling interests in the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss), if applicable, are determined based on the difference in the carrying amounts of NCI on the Consolidated Balance Sheets between reporting dates, adjusted for any capital transactions between the Company and third-party investors that occurred during the respective period.

The Company accounts for the portion of net assets in the consolidated entities attributable to the noncontrolling investors as RNCI or NCI in its Consolidated Financial Statements. NCI is measured using the HLBV method and RNCI is measured using the greater of the estimated redemption value or HLBV method. NCI in subsidiaries that are redeemable at the option of the NCI holder are classified as RNCI on the Consolidated Balance Sheets.

Fair Value Measurements

ASC 820 prioritizes the use of market-based inputs over entity-specific inputs and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows:

Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2: Other significant observable inputs that are sourced either directly or indirectly from publications or pricing services, including dealer or broker markets, for identical or comparable assets or liabilities. Generally, these inputs should be widely accepted and public, non-proprietary, and sourced from an independent third party.

Level 3: Inputs derived from a significant amount of unobservable market data and derived primarily through the use of internal valuation methodologies.

The Company has financial assets and liabilities within Level 2 and Level 3 of the three-level hierarchy.

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Revenue Recognition

The Company recognizes revenue from contracts with customers in accordance with ASC 606, which provides a five-step model for recognizing revenue as follows:

1.Identify the contract

2.Identify performance obligations

3.Determine the transaction price

4.Allocate the transaction price

5.Recognize revenue

The Company has elected as a practical expedient the accounting policy under which it excludes from the transaction price, sales taxes it collects from its customers assessed by governmental authorities. The Company, therefore, reports revenue net of any sales taxes.

Energy Sales

The Company’s revenue is primarily derived from the sale of power under long-term PPAs. The Company’s PPAs generally have a term between 10-30 years. Customers consist of commercial property owners, corporate entities, municipal entities, and utility companies located within the continental United States and Canada. The Company operates solar, wind, biomass, and battery systems.

Certain of these PPAs are accounted for as leases with variable lease payments. ASC Topic 842, Leases (“ASC 842”), requires variable lease payments to be recorded in the period when the changes in facts and circumstances on which the variable lease payments are based occur. See further detail regarding the Company’s PPAs accounted for as leases in Note 10. Leases. Sales are subject to economic and weather conditions and may fluctuate based on changes in the industry, regulatory policies, tax incentives, trade policies, and financial markets.

The Company has identified the sale of renewable energy and capacity, and when bundled into the PPA, RECs, as the performance obligations within its PPAs. The Company transfers control of the electricity and capacity over time, and the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. The RECs bundled into PPAs are generated upon generation of renewable power from our renewable energy-generating assets. Accordingly, the Company has concluded that the sale of electricity, capacity, and when included in the contract, RECs, represent series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Each distinct transfer of electricity in kWh that the Company promises to transfer to the customer meets the criteria to be a performance obligation satisfied over time. The Company recognizes revenue based on the amount metered and invoiced on the basis of the contract prices multiplied by kWh delivered. The Company applies the invoicing practical expedient in circumstances where the amount of revenue recognized is determined based on the output produced.

Renewable Energy Credits Sales and Other Incentives

The Company has concluded the sale of RECs performance obligation that are not required to be generated by a specific renewable energy-generating asset is satisfied at the point in time in which control is transferred to the customer, which may be upon delivery of the attributes or delivery of the related renewable energy, dependent on whether the contract number of RECs is a fixed amount or based upon the amount of power generated. This represents the point in time where the Company has a present right to payment and the customer has significant risks and rewards related to ownership of the RECs.

In a bundled contract to sell energy and RECs, all performance obligations are deemed to be delivered at the same time. In such cases, the Company does not allocate the transaction price to multiple performance obligations.

Contract Amortization

Intangible assets and out-of-market contracts recognized from PPAs and RECs assumed through acquisitions related to the sale of energy in future periods for which the fair value has been determined to be less (more) than market are amortized to revenue over the term of each underlying contract on a straight-line basis.

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Investment Management Revenue

The Company also performs investment management and other administrative services for other funds in the sustainable infrastructure renewable energy industry. Such services comprise many activities which constitute a series of distinct services satisfied over time. These activities include capital raising and capital deployment, marketing and other investor relations functions as well as technical asset management, finance and accounting, legal and other administrative services. The performance obligation is satisfied over time because the customer simultaneously receives and consumes the benefits provided by the entity’s performance as the Company performs. The Company utilizes an output method based on time elapsed to measure progress towards satisfaction of the performance obligation.

Goodwill

Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized and is tested for impairment at least on an annual basis during the fourth quarter or more frequently if facts or circumstances indicate that the goodwill might be impaired. In assessing goodwill for impairment, the Company may elect to use a qualitative assessment to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of goodwill is less than its carrying amount. If the Company determines it is not more likely than not that the fair value of goodwill is less than its carrying amount, the Company will not be required to perform any additional tests in assessing goodwill for impairment. If the Company concludes otherwise, or elects not to perform the qualitative assessment, then the Company will be required to perform the quantitative impairment test. If the estimated fair value of the reporting unit is less than its carrying value, the Company performs additional quantitative analysis to determine if the reporting unit’s goodwill has been impaired. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential.

Acquisitions

For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on the fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair value of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, implied rate of return and weighted average cost of capital, asset lives and market multiples, among other items. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred.

Asset acquisitions are measured based on the cost to the Company, including transaction costs. Asset acquisition costs, or the consideration transferred by the Company, are assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash paid to the seller, as well as transaction costs incurred. The cost of an asset acquisition is allocated to the assets acquired based on their relative estimated fair values. Goodwill is not recognized in an asset acquisition.

The Company records contingent consideration related to its asset acquisitions when it is both probable that the Company will be required to pay such amounts and the amount is estimable. These contingencies generally relate to payments due upon the acquired projects reaching milestones as specified in the acquisition agreements. As of December 31, 2023 and 2022, the Company has recorded a liability of $16.5 million and $25.9 million, respectively, within Contingent consideration, current on the Consolidated Balance Sheets related to these agreements.

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Income Taxes

The Company intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that the Company will not meet the qualifying income exception and will not qualify to be treated as a partnership. If the Company does not meet the qualifying income exception, the members would then be treated as stockholders in a corporation, and the Company would become taxable as a corporation for U.S. federal income tax purposes under the Internal Revenue Code. The Company would be required to pay income tax at corporate rates on its net taxable income. To the extent of the Company’s earnings and profits, the payment of the distributions would not be deductible by the Company, and distributions to members from the Company would constitute dividend income taxable to such members.

The Company conducts substantially all its operations through its wholly owned subsidiary, GREC, which is a corporation that is subject to federal, state, provincial, local and foreign income taxes based on income. Accordingly, most of its operations will be subject to federal, state, provincial, local and foreign income taxes in the jurisdictions in which it operates.

Income taxes are accounted for under the assets and liabilities method. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between items that are recognized in the Consolidated Financial Statements and tax returns in different years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

PTCs are recognized as wind energy from qualified projects is generated and sold based on a per kWh rate prescribed in applicable federal and state statutes. The tax benefits of PTCs are recognized as either reductions to current income taxes payable, unless limited by tax law, in which instance they are deferred tax assets with a carry forward period of 20 years. The Company recognizes ITCs as a reduction to income tax expense when the related energy property is placed into service.

For income tax benefits to be recognized, including uncertain tax benefits, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of the benefit that is more likely than not to be realized upon ultimate settlement. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties associated with income taxes, if any, will be recognized in general and administrative expense.

The Company follows the authoritative guidance on accounting for uncertainty in income taxes and has concluded it has no material uncertain tax positions to be recognized at this time.

Impairment of Long-Lived Assets

In accordance with ASC Topic 360, Property, Plant, and Equipment, long-lived assets and intangible assets with determinable useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and would be charged to earnings. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell.

Investment Basis

Basis of Presentation

For the period through May 18, 2022, the LLC's Consolidated Financial Statements were prepared using the specialized accounting principles of ASC 946. In accordance with this specialized accounting guidance, the LLC recognized and carried all its investments, including investments in the underlying operating entities, at fair value with changes in fair value recognized in earnings. Additionally, the LLC did not apply the equity method of accounting to its investments. The LLC carried its liabilities at amounts payable, net of unamortized premiums or discounts. The LLC did not elect to carry its non-investment liabilities at fair value. Net assets were calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities.

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Valuation of Investments at Fair Value

ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value. The LLC recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transaction costs that may be incurred upon disposition of the investments.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability.

GCM has established procedures to estimate the fair value of its investments that the LLC’s Board of Directors has reviewed and approved. To the extent that such market data is available, the LLC will use observable market data to estimate the fair value of investments. In the absence of quoted market prices in active markets or quoted market prices for similar assets in markets that are not active, the LLC will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances. These methodologies incorporate the LLC’s assumptions about the factors that a market participant would use to value the asset.

The LLC considers investments in money market funds to be short-term investments. Short-term investments are stated at cost, which approximates fair value.

Prior to the second quarter of 2020, fair value for pre-operational assets was approximated using the cost approach. Beginning in the second quarter of 2020, GCM expanded the criteria whereby certain pre-operational assets are identified and qualified for the income approach, rather than the cost approach, for approximating fair value. Currently, GCM considers all owned assets that are fully construction-ready with no impediments to begin construction and where the costs to complete such projects are well understood for the income approach. The fair value of such eligible projects is determined based upon a discounted cash flow methodology. If the portfolio has any significant portion of value that remains subject to negotiation or contract or if other significant risks to complete the project exist, the investment may be held at cost, as an approximation of fair value. These valuation methodologies involve a significant degree of judgment by GCM.

The estimated fair values will not necessarily represent the amounts that may be ultimately realized due to the occurrence or non-occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of the valuation of the investments, the estimate of fair values may differ significantly from the value that would have been used had a broader market for the investments existed.

The authoritative accounting guidance prioritizes the use of market-based inputs over entity-specific inputs and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows:

Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets.

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Level 3: Inputs derived from a significant amount of unobservable market data and derived primarily through the use of internal valuation methodologies.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls will be determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of an input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.

Recently Issued Accounting Pronouncements

Refer to Note 2. Significant Accounting Policies in the Notes to the Consolidated Financial Statements (Non-Investment Basis) for a discussion of recent accounting pronouncements and recently issued accounting pronouncements not yet adopted under the Non-Investment Basis.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following qualitative disclosures regarding our market risk exposures, except for (i) those disclosures that are statements of historical fact, and (ii) the descriptions of how we manage our primary market risk exposures, constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Our primary market risk exposures as well as the strategies used and to be used by us managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of our risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to our risk exposures and risk management strategies. There can be no assurance that our current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short or long term. Investors must be prepared to lose all or substantially all their investment in the shares.

We anticipate that our primary market risks will be related to commodity prices, the credit quality of our counterparties and project companies, changes in market interest rates and changes in government incentives. We will seek to manage these risks while at the same time seeking to provide an opportunity for shareholders to realize attractive returns through ownership of our shares.

Commodity Price Risk

Acquisitions of renewable energy and energy efficiency projects and businesses expose us to volatility in the market prices of electricity. To stabilize our revenue, we generally expect our projects will have PPAs with local utilities and offtakers that ensure all or most of electricity generated by each project will be purchased at the contracted price. In the event any electricity is not purchased by the offtaker or the energy produced exceeds the offtaker’s capacity, we generally will sell that excess energy to the local utility or another suitable counterparty, which would ensure revenue is generated for all electricity produced. We may be exposed to the risk that the offtaker will fail to perform under the PPA, with the result that we will have to sell our electricity at the market price, which could be either advantageous or disadvantageous, depending on the market price of electricity at that point in time.

In regard to the market price of oil, our investments are little affected by the volatility in this market, as most oil consumed in the U.S. today is used for transportation infrastructure and not for the generation of electricity. Volatility in the market price of natural gas can result in volatility in the market price of electricity. The contractual status of our projects limits our exposure to volatility in the market prices of electricity caused by volatility in the market price of natural gas to our projects’ post-PPA periods, to situations where an offtaker is unable to fulfill their contractual obligation to buy the power the projects generate, or to situations where the projects generate energy in excess of that agreed upon in their PPAs and the excess power is sold to the market.

In regard to the market price of other commodities, increases in the costs of raw materials used in the construction of our renewable energy assets, could materially adversely affect the cost required to bring our projects to commercial operation. To mitigate this risk, we (i) when possible, share this risk with developers from whom we purchase in construction and pre-construction assets, and (ii) pursue large forward procurement strategies to secure equipment for our in-construction portfolio from large and credit worthy suppliers of equipment with fixed price contracts. When we do assume pricing risk for equipment, we budget for what we believe are conservative contingencies within our construction budgets.

Credit Risk

Through our acquisitions in our target assets, we expect to be indirectly exposed to credit risk relating to counterparties to the electricity sales agreements (including PPAs) for our projects as well as the businesses in which we invest. If counterparties to the electricity sales agreements for our projects or the businesses in which we invest are unable to make payments to us when due, or at all, our financial condition and results of operations could be materially adversely affected. The Company will seek to mitigate this risk by deploying a comprehensive review and asset selection process and careful ongoing monitoring of acquired assets. In addition, we will seek contracts with high-credit-quality counterparties. Nevertheless, unanticipated credit losses could occur, which could adversely impact our operating results.

Changes in Market Interest Rates

With respect to our business operations, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, and the value of our debt investments to decline. Conversely, general decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease, and the value of our secured loans to increase. As discussed above, we attempt to use interest rate derivatives to add stability to interest expense and to manage exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed interest rate payments.

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Changes in Government Incentives

Retrospective changes in the levels of government incentives may have a negative impact on our current renewable energy projects. Prospective changes in the levels of government incentives, including renewable energy credits and investment tax credits, may impact the relative attractiveness of future acquisitions in various renewable energy projects, which could make it difficult for the Company to find suitable acquisitions in the sector.

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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


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Consolidated Financial Statements (Non-Investment Basis)

Report of Independent Registered Public Accounting Firm			F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022			F-4

Consolidated Statements of Operations for the year ended December 3 1, 2023 and the period from May 19, 2022 through December 3 1 , 2022			F-5

Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022			F-6

Consolidated Statements of Equity for the year ended December 31, 2023 and period from May 19, 2022 through December 31, 2022			F-7

Consolidated Statements of Cash Flows for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022			F-9

Notes to Consolidated Financial Statements			F-10

Consolidated Financial Statements (Investment Basis)

Report of Independent Registered Public Accounting Firm			F-76



Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022			F-78

Consolidated Statement of Changes in Net Assets for the period from January 1, 2022 through May 18, 202 2			F-79

Consolidated Statement of Cash Flows for the period from January 1, 2022 through May 18, 2022			F-80



Notes to Consolidated Financial Statements			F-81

F-1

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Report of Independent Registered Public Accounting Firm

To the Members and Board of Directors
Greenbacker Renewable Energy Company LLC:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Greenbacker Renewable Energy Company LLC and subsidiaries (the Company) as of December 31, 2023 and December 31, 2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for the year ended December 31, 2023 and for the period from May 19, 2022 through December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2023 and for the period from May 19, 2022 through December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company discontinued the application of investment company accounting guidance in Financial Accounting Standard Codification Topic 946, Financial Services - Investment Companies as of May 19, 2022 and prospectively applied other generally accepted accounting principles for companies which are not investment companies.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Evaluation of the newly formed tax equity partnership

As discussed in Notes 2, 5, and 17 of the consolidated financial statements, the Company participates in certain tax equity partnerships that qualify as variable interest entities (VIEs). For certain noncontrolling interests (NCI) when the preferences on profit sharing on liquidation rights and priorities differ from the ownership percentages, the Company applies the Hypothetical Liquidation at Book Value (HLBV) method of reporting. Under the HLBV method, the amounts of income and loss attributed to the NCI reflect the changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership. Nonredeemable noncontrolling interests as of December 31, 2023, and net loss attributable to noncontrolling interests for the period ended December 31, 2023 were $113.9 million and $96.9 million, respectively.

We identified the evaluation of the newly formed tax equity partnership in the current year as a critical audit matter. Challenging and complex auditor judgement was required to evaluate the HLBV methodology, which included specialized skills and knowledge to evaluate the consistency of the HLBV methodology with the provisions of the underlying operating and partnership agreements for liquidation, which can be based on complex income tax rules and regulations.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain internal controls over the Company’s tax equity partnership process, including controls related to the setup of and consistency of the HLBV methodology with the provision of the underlying operating and partnership agreements for liquidation. We read the operating and partnership agreements and compared them against the Company’s HLBV model for the corresponding tax equity partnership. We involved tax professionals with specialized skills and knowledge, who assisted in:

•analyzing the tax status of the newly formed tax equity partnership and the requirements of the operating and partnership agreement provisions, as well as the partnership tax regulations

•evaluating the Company’s methodology for calculating the hypothetical liquidation amounts for the newly formed tax equity partnership in accordance with the operating and partnership agreement provisions, as well as the partnership tax regulations.

We have served as the Company’s auditor since 2012.

New York, New York
March 28, 2024

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Consolidated Financial Statements (Non-Investment Basis)

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	December 31, 2023		December 31, 2022

Assets
Current assets:
Cash and cash equivalents	$	96,872	$	143,224
Restricted cash, current	85,235		47,474
Accounts receivable	23,310		20,440
Derivative assets, current	24,062		24,447
Notes receivable, current	28,491		59,106
Other current assets	33,938		29,624
Total current assets	291,908		324,315
Noncurrent assets:
Restricted cash	5,568		—
Property, plant and equipment, net	2,133,877		1,889,706
Intangible assets, net	453,214		540,621
Goodwill	221,314		221,314
Investments, at fair value	94,878		92,554
Derivative assets	118,106		171,393
Other noncurrent assets	140,740		147,339
Total noncurrent assets	3,167,697		3,062,927
Total assets	$	3,459,605	$	3,387,242

Liabilities, Redeemable Noncontrolling Interests and Equity
Current liabilities:
Accounts payable and accrued expenses	$	79,288	$	50,702
Shareholder distributions payable	7,606		9,670
Contingent consideration, current	16,546		25,891
Current portion of long-term debt	82,855		95,870
Current portion of failed sale-leaseback financing	69,436		—
Redemptions payable	361		32,198
Other current liabilities	7,636		10,862
Total current liabilities	263,728		225,193
Noncurrent liabilities:
Long-term debt, net of current portion	935,397		850,760
Failed sale-leaseback financing, net of current portion	169,829		—
Contingent consideration	42,307		75,700
Derivative liabilities	5,833		—
Deferred tax liabilities, net	58,696		85,655
Operating lease liabilities	108,406		101,281
Out-of-market contracts, net	194,785		218,112
Other noncurrent liabilities	47,659		39,826
Total noncurrent liabilities	1,562,912		1,371,334
Total liabilities	$	1,826,640	$	1,596,527

Commitments and contingencies (Note 15. Commitments and Contingencies)

Redeemable noncontrolling interests	2,179		2,034
Redeemable common shares, par value, $0.001 per share, 873 outstanding	1		—
Redeemable common shares, additional paid-in capital	7,245		—

Equity:
Preferred shares, par value, $0.001 per share, 50,000 authorized; none issued and outstanding	—		—
Common shares, par value, $0.001 per share, 350,000 authorized, 197,749 and 198,044 outstanding as of 2023 and 2022, respectively	198		198
Additional paid-in capital	1,770,060		1,763,061
Accumulated deficit	(306,525)		(114,680)
Accumulated other comprehensive income	45,932		56,094
Noncontrolling interests	113,875		84,008
Total equity	1,623,540		1,788,681
Total liabilities, redeemable noncontrolling interests and equity	$	3,459,605	$	3,387,242

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Revenue
Energy revenue	$	159,301	$	101,596
Investment Management revenue	13,490		1,919
Other revenue	8,434		7,506
Contract amortization, net	(8,060)		(10,529)
Total revenue	173,165		100,492

Operating expenses
Direct operating costs	105,586		55,889
General and administrative	60,014		45,442
Depreciation, amortization and accretion	125,743		39,149

Impairment of long-lived assets	59,294		—
Total operating expenses	350,637		140,480

Operating loss	(177,472)		(39,988)

Interest expense, net	(40,519)		(15,889)
Realized gain (loss) on interest rate swaps, net	2,428		(1,322)
Unrealized gain (loss) on interest rate swaps, net	17,763		(249)
Unrealized gain on investments, net	932		398
Other expense, net	(267)		(108)

Net loss before income taxes	(197,135)		(57,158)
Benefit from (provision for) income taxes	21,548		(3,005)
Net loss	(175,587)		(60,163)
Less: Net loss attributable to noncontrolling interests	(96,935)		(59,439)
Less: Net income attributable to redeemable noncontrolling interests	819		—
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(79,471)	$	(724)

Earnings per share
Basic	$	(0.40)	$	0.00
Diluted	$	(0.40)	$	0.00

Weighted average shares outstanding
Basic	199,293		201,668
Diluted	199,293		201,668

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)


	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Net loss	$	(175,587)	$	(60,163)

Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on derivatives designated as cash flow hedges and changes in Other comprehensive (loss) income, net of tax	(10,162)		56,094
Total other comprehensive (loss) income, net of tax	$	(10,162)	$	56,094

Comprehensive loss	(185,749)		(4,069)
Less: Comprehensive loss attributable to noncontrolling interests	(96,935)		(59,439)
Less: Comprehensive gain attributable to redeemable noncontrolling interests	819		—
Comprehensive (loss) income attributable to Greenbacker Renewable Energy Company LLC	$	(89,633)	$	55,370

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)


	Shares	Par Value		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Noncontrolling interests		Total equity		Redeemable common shares	Par value - redeemable common shares		Additional paid-in capital - redeemable common shares		Redeemable noncontrolling interests
Balances as of December 31, 2022	198,044	$	198	$	1,763,061	$	(114,680)	$	56,094	$	84,008	$	1,788,681	—	$	—	$	—	$	2,034
Issuance of common shares under distribution reinvestment plan	2,636	3		22,490		—		—		—		22,493		—	—		—		—
Repurchases of common shares	(5,811)	(6)		(50,877)		—		—		—		(50,883)		—	—		—		—
Proceeds from shares transferred	1	—		—		—		—		—		—		—	—		—		—
Deferred sales commissions	—	—		—		(2,784)		—		—		(2,784)		—	—		—		—
Shareholder distributions	—	—		—		(109,993)		—		—		(109,993)		—	—		4		—
Other comprehensive loss, net of tax	—	—		—		—		(10,162)		—		(10,162)		—	—		—		—
Contributions from noncontrolling interests, net	—	—		—		—		—		144,860		144,860		—	—		—		—
Distributions to noncontrolling interests	—	—		—		—		—		(15,748)		(15,748)		—	—		—		(674)
Buyout of noncontrolling interests	—	—		757		—		—		(1,621)		(864)		—	—		—		—
Earnout Share participation	3,730	4		32,786		—		—		—		32,790		—	—		—		—
Share-based compensation expense	22	—		9,486		—		—		—		9,486		—	—		—		—
Reclassification of participating Earnout Shares to temporary equity	(131)	—		(1,139)		54		—		—		(1,085)		131	—		1,085		—
Reclassification of Class P-I shares to temporary equity	(742)	(1)		(6,504)		349		—		—		(6,156)		742	1		6,156		—
Other noncontrolling interest activity	—	—		—		—		—		(689)		(689)		—	—		—		—

Net (loss) income	—	—		—		(79,471)		—		(96,935)		(176,406)		—	—		—		819
Balances as of December 31, 2023	197,749	$	198	$	1,770,060	$	(306,525)	$	45,932	113,875		$	1,623,540	873	$	1	$	7,245	$	2,179

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)


	Shares	Par Value		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Noncontrolling interests		Total equity		Redeemable noncontrolling interests
Balances as of May 19, 2022	177,455	$	177	$	1,574,042	$	(30,480)	$	—	$	72,780	$	1,616,519	$	2,034
Consolidation of Greenbacker Development Opportunities Fund I, LP	—	—		—		—		—		45,446		45,446		—
Deconsolidation of Greenbacker Development Opportunities Fund I, LP	—	—		—		22		—		(66,215)		(66,193)		—
Consolidation of Greenbacker Development Opportunities Fund I GP	—	—		—		—		—		533		533		—
Issuance of common shares as consideration transferred for Acquisition	24,393	25		214,902		—		—		—		214,927		—
Issuance of common shares under distribution reinvestment plan	1,790	2		15,645		—		—		—		15,647		—
Repurchases of common shares	(5,615)	(6)		(49,400)		—		—		—		(49,406)		—
Other capital activity	16	—		968		130		—		—		1,098		—
Deferred sales commissions	—	—		—		(8,755)		—		—		(8,755)		—
Shareholder distributions	—	—		—		(74,873)		—		—		(74,873)		—
Other comprehensive income	—	—		—		—		56,094		—		56,094		—
Contributions from noncontrolling interests, net	—	—		—		—		—		104,848		104,848		—
Distributions to noncontrolling interests	—	—		—		—		—		(13,945)		(13,945)		—
Share-based compensation expense	5	—		6,904		—		—		—		6,904		—
Net loss	—	—		—		(724)		—		(59,439)		(60,163)		—
Balances as of December 31, 2022	198,044	$	198	$	1,763,061	$	(114,680)	$	56,094	$	84,008	$	1,788,681	$	2,034

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Cash Flows from Operating Activities
Net loss	$	(175,587)	$	(60,163)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion	133,803		49,678

Impairment of long-lived assets	59,294		—

Share-based compensation expense	11,248		6,904
Changes in fair value of contingent consideration	(603)		2,100
Amortization of financing costs and debt discounts	6,711		2,476
Amortization of interest rate swap contracts	6,750		1,709

Change in fair value of interest rate swaps	(17,763)		249
Realized (gain) loss on interest rate swaps	(2,428)		1,322
Change in fair value of investments	(932)		(398)
Deferred income taxes	(21,548)		3,005

Other	5,743		1,553
Changes in operating assets and liabilities:
Accounts receivable	(2,959)		7,641

Current and noncurrent derivative assets	56,696		—
Other current and noncurrent assets	(10,661)		(5,209)
Accounts payable and accrued expenses	14,891		(2,723)
Operating lease liabilities	(1,290)		32
Other current and noncurrent liabilities	1,036		3,519
Net cash provided by operating activities	62,401		11,695

Cash Flows from Investing Activities
Purchases of property, plant and equipment	(360,650)		(393,257)
Deposits returned (paid) for property, plant and equipment, net	8,138		(16,450)
Purchases of investments	(5,298)		(34,801)
Sales of investments	3,906		—
Loans made to other parties	—		(48,238)
Receipts of notes receivable to other parties	30,725		17,467
Cash acquired from Acquisition and consolidation of GDEV, net	—		1,714
Proceeds from sale of investment in and deconsolidation of GDEV	—		5,467
Net cash used in investing activities	(323,179)		(468,098)

Cash Flows from Financing Activities
Shareholder distributions	(87,597)		(51,525)
Return of collateral paid for swap contract	1,735		11,827
Repurchases of common shares	(82,719)		(17,207)
Deferred sales commissions	(3,486)		(1,852)
Contributions from noncontrolling interests	144,895		104,550
Distributions to noncontrolling interests	(17,498)		(11,151)

Proceeds from borrowings	425,532		499,654
Payments on borrowings	(351,764)		(81,621)
Proceeds from failed sale-leaseback	240,969		—
Payments for loan origination costs	(11,447)		(12,167)
Other capital activity	(865)		1,144
Net cash provided by financing activities	257,755		441,652

Net decrease in Cash, cash equivalents and Restricted cash	(3,023)		(14,751)
Cash, cash equivalents and Restricted cash at beginning of period*	190,698		205,449
Cash, cash equivalents and Restricted cash at end of period	$	187,675	$	190,698

*Cash, cash equivalents and Restricted cash as of May 18, 2022 includes all consolidated subsidiaries of the Company upon the change in status. Refer to Note 2. Significant Accounting Policies for additional discussion.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

These Notes to the Consolidated Financial Statements were prepared under the Non-Investment Basis as of December 31, 2023 and December 31, 2022 and for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022. All references to the “Company” in these Notes refer to Greenbacker Renewable Energy Company LLC and its consolidated subsidiaries unless otherwise expressly stated or context requires otherwise. This report does not constitute an offer of any of the Company’s managed funds as described herein.

Note 1. Organization and Operations of the Company

Organization

Management Internalization

Refer to Note 3. Acquisitions for further details.

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Note 2. Significant Accounting Policies

Basis of Presentation

Since inception and prior to the Acquisition, the Company’s historical financial statements were prepared using the investment company basis of accounting in accordance with ASC 946. ASC 946, or Investment Basis, requires that if there is a subsequent change in the purpose and design of an entity, the entity should reevaluate its status as an investment company. As a result of the Acquisition and other steps taken by the Company to transition the focus of the Company’s business from being an investor in clean energy projects to a diversified independent power producer coupled with an investment management business, the Company no longer exhibits the fundamental characteristics of, and no longer qualifies as, an investment company. The Company discontinued applying the guidance in ASC 946 and began to account for the change in status prospectively in accordance with Non-Investment Basis as of the date of the change in status, or May 19, 2022 (the closing date of the Acquisition). In accordance with ASC 946, the fair value of an investment at the date of the change in status shall be the investment’s initial carrying amount on a Non-Investment Basis.

The Company's Consolidated Financial Statements for the periods beginning on May 19, 2022 are prepared on a consolidated, Non-Investment Basis to include the financial position, results of operations, and cash flows of the Company and its consolidated subsidiaries rather than on an Investment Basis. This change in status and the accompanying accounting policies affect the comparability of the Consolidated Financial Statements as of and for the historical periods as presented in this Annual Report.

As such, this Annual Report includes the following:

Non-Investment Basis

•Consolidated Balance Sheets as of December 31, 2023 and 2022

•Consolidated Statements of Operations for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022

•Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022

•Consolidated Statements of Equity for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022

•Consolidated Statements of Cash Flows for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022

•Notes to the Consolidated Financial Statements

Investment Basis

•Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022

•Consolidated Statement of Changes in Net Assets for the period from January 1, 2022 through May 18, 2022

•Consolidated Statement of Cash Flows for the period from January 1, 2022 through May 18, 2022

•Notes to the Consolidated Financial Statements

The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, cross foot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on prior periods’ results.

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Change in Presentation due to Change in Status

Effective May 19, 2022, the date of the change in status, the Company prospectively discontinued its application of ASC 946 and, as a result, changed the presentation of the Company's Consolidated Financial Statements. The most significant changes are:

•The Consolidated Statement of Assets and Liabilities has been changed to a Consolidated Balance Sheet;

•The Consolidated Statement of Operations is no longer presented in the format required under ASC 946. The Company will present the Consolidated Statement of Operations as required under Non-Investment Basis U.S. GAAP. A Consolidated Statement of Other Comprehensive Income (Loss) will be presented, if and when applicable;

•The Consolidated Schedule of Investments has been removed;

•The Consolidated Statement of Cash Flows has been changed, including now containing a section for investing activities;

•Certain footnotes have been changed or removed to reflect conformity with applicable U.S. GAAP under a Non-Investment Basis; and

•The Company re-evaluated its interests in all entities to determine whether they are variable interests, and re-evaluated its investments, including its investments in partially owned entities, to determine if they are VIEs, as required under ASC Topic 810, Consolidation (“ASC 810”). The Company also re-evaluated consolidation considerations for all of its investments in VIEs and partially owned entities as required under ASC 810. Applicable disclosures related to VIEs and other partially owned entities have been included in these Notes to the Consolidated Financial Statements.

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Prior to the May 19, 2022 change in status, the Company recorded its investments in the renewable energy projects at fair value and recorded the changes in fair value as an unrealized gain or loss. In accordance with ASC 946, the fair value of an investment at the date of the change in status shall be the investment's initial carrying amount on a Non-Investment Basis. Upon the change in status, this fair value accounting is no longer applicable, and the Company now presents the underlying assets and liabilities of its subsidiaries on a consolidated basis in accordance with the applicable U.S. GAAP. The following is a summary of the allocation of the net assets of the Company as of the date of the change in status, May 19, 2022:


(in thousands)	May 19, 2022
Total members’ equity (net assets)	$	1,543,740
Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests	74,814
Total net assets of the Company	$	1,618,554

Assets
Cash, cash equivalents and Restricted cash	$	205,449
Other current assets	103,875
Total current assets	309,324
Property, plant and equipment	1,522,995
Intangible assets	465,375
Investments, at fair value	90,425
Derivative assets	118,548
Other noncurrent assets	36,361
Total noncurrent assets	2,233,704
Total assets	2,543,028

Liabilities
Accounts payable and accrued expenses	$	59,522
Other current liabilities	67,618
Total current liabilities	127,140
Long-term debt, net	501,200
Out-of-market contracts	229,576
Other noncurrent liabilities	66,558
Total noncurrent liabilities	797,334
Total liabilities	924,474

Total members’ equity, redeemable noncontrolling interests and noncontrolling interests	$	1,618,554

The Company recognizes and measures its RNCI, Derivative assets (current and noncurrent) and Investments, at fair value. Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests, Note 12. Derivative Instruments and Note 6. Fair Value Measurements and Investments for further information surrounding fair value approach and inputs used.

As discussed below, the Company adopted ASC 842 as of January 1, 2022. On May 19, 2022, the Company also recognized operating lease, or ROU, assets of $95.1 million, operating lease liabilities, current of $1.2 million and operating lease liabilities, noncurrent of $93.5 million of its subsidiaries that were formerly part of the Company’s investments. The ROU asset and lease liability balances in the May 19, 2022 allocation are not included in the table above. See Note 10. Leases for further details on the ROU assets and lease liabilities recognized at May 19, 2022.

Basis of Consolidation

The Consolidated Financial Statements and related notes have been presented on the Non-Investment Basis of accounting in accordance with U.S. GAAP and in conformity with the rules and regulations of the SEC applicable to financial information. The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and those of its subsidiaries in which it has a controlling financial and/or voting interest. All intercompany balances and transactions have been eliminated in consolidation. The Company determines whether it has a controlling interest in an entity by first evaluating whether the entity is a VIE under U.S. GAAP as discussed further below.

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In connection with the Acquisition, the Company consolidated the results of operations and financial position of GDEV during the period from May 19, 2022 through November 17, 2022. Management determined that GDEV is an investment company under ASC 946 for the purposes of financial reporting. In accordance with ASC 946, when an investment company’s results of operations are consolidated with and into the financial statements of a company that does not follow ASC 946, the results of operations and statement of financial position of the investment company shall continue to be presented in accordance with ASC 946. As such, in the preparation of the Consolidated Financial Statements during the period May 19, 2022 through November 17, 2022, GDEV was presented in the Consolidated Financial Statements of the Company utilizing ASC 946 accounting requirements. ASC 946 requires investments of an investment company to be recorded at the estimated fair value in the Consolidated Balance Sheets and the unrealized gains and/or losses in an investment’s fair value to be recognized on a current basis in the Consolidated Statements of Operations. On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party for total purchase consideration of $5.7 million. The Company realized a gain on sale of this investment in the amount of $0.3 million, which is included in Other expense, net on the Consolidated Statements of Operations. The Company has determined as a result of the sale of GREC’s investment in GDEV that it is no longer the primary beneficiary of GDEV. As a result, as of November 18, 2022, GDEV is no longer considered a consolidated subsidiary of the Company, and therefore its financial position is not included on the Consolidated Balance Sheets as of December 31, 2022. Further, the revenue, expenses and income of GDEV are only included within the Company’s Consolidated Statements of Operations for the period May 19, 2022 through November 17, 2022, the date of the deconsolidation. Additionally, the results of operations and financial position of GDEV GP, which GREC has a controlling voting interest in and whose operations are exclusively related to its role as the general partner of GDEV, are no longer eliminated in consolidation beginning with the deconsolidation on November 18, 2022.

The following table summarizes the impact of the sale and deconsolidation of GDEV as of November 18, 2022 on the Consolidated Financial Statements:


(in thousands)	Balances Prior to Deconsolidation		Impact of Sale and Deconsolidation		November 18, 2022
Assets
Current assets:
Cash and cash equivalents	$	191	$	5,467	$	5,658
Other current assets	84		164		248
Total current assets	$	275	$	5,631	$	5,906
Noncurrent assets:
Investments, at fair value	$	73,632	$	(71,658)	$	1,974
Total noncurrent assets	73,632		(71,658)		1,974
Total assets	$	73,907	$	(66,027)	$	7,880

Liabilities, Redeemable Noncontrolling Interests and Equity
Current liabilities:
Other current liabilities	120		(120)		—
Total current liabilities	120		(120)		—
Total liabilities	$	120	$	(120)	$	—
Equity:
Greenbacker Renewable Energy Company LLC controlling interest	$	7,594	$	—	$	7,594
Accumulated deficit	(22)		308		286
Noncontrolling interests	66,215		(66,215)		—
Total equity	$	73,787	$	(65,907)	$	7,880
Total liabilities, redeemable noncontrolling interests and equity	$	73,907	$	(66,027)	$	7,880

Variable Interest Entities

The Company assesses entities for consolidation in accordance with ASC 810. The Company first considers whether an entity is considered a VIE and therefore whether to apply the VIE model. Entities that do not qualify as VIEs are evaluated for consolidation as voting interest entities (“VOE”) under the voting interest model. The Company consolidates all VIEs in which it holds a controlling financial interest, and all VOE that it controls through a majority voting interest or through other means. The Company evaluates whether an entity is a VIE upon acquisition of ownership interest or when reconsideration events occur as outlined per ASC 810.

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Table of C ontents

The consolidation guidance requires an analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company’s has a controlling financial interest. An entity is a VIE if any one of the following conditions exists: (i) the legal entity does not have sufficient equity investment at risk, (ii) the equity investors at risk, as a group, lack the characteristics of a controlling financial interest, or (iii) the legal entity is structured with disproportionate voting rights.

A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIEs economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Refer to Note 5. Variable Interest Entities for further details.

Equity Method Investments

When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting. The Company has elected the fair value option for each of its equity method investments. The Company reflects changes in the fair value of its equity method investments in Unrealized gain on investments, net on the Consolidated Statements of Operations. Dividend income is recorded in Other revenue on the Consolidated Statements of Operations as of the date that dividends are declared by the investee. The value of the Company's equity method investments is recorded to Investments, at fair value on the Consolidated Balance Sheets. On the Consolidated Statements of Cash Flows, the Company classifies distributions received from its investees using the “nature-of-the-distribution” approach. Quarterly operating distributions are classified as cash provided from operating activities, while distributions representing proceeds from the sale of property, plant, or equipment or membership interests in subsidiaries of the investees are classified as cash provided from investing activities.

Refer to Note 5. Variable Interest Entities and Note 6. Fair Value Measurements and Investments for further details.

Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value

Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests for further details.

Use of Estimates

The preparation of the Company’s Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include investments in highly liquid money market instruments with an original maturity of three months or less.

Restricted Cash

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Restricted cash consists of cash accounts used as collateral for letters of credit and requirements for financial institutional loans and purchase and sale agreements that are restricted for use on certain of the Company’s renewable energy projects.

Supplemental Cash Flow Information

The following table provides a reconciliation of cash and cash equivalents and restricted cash as of December 31, 2023 and 2022:


(in thousands)	December 31, 2023		December 31, 2022
Cash and cash equivalents	$	96,872	$	143,224
Restricted cash, current	85,235		47,474
Restricted cash	5,568		—
Total cash and cash equivalents and restricted cash	$	187,675	$	190,698

The following table presents information regarding the Company’s non-cash investing and financing activities as well as the cash paid for interest for the year ended December 31, 2023 and for the period from May 19, 2022 through December 31, 2022:


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Non-cash investing and financing activities
Deferred sales commission payable	$	10,270	$	10,973
Redemptions payable	361		32,198
Distribution payable to shareholders	7,606		7,703
Capital expenditures incurred but not paid	38,009		24,284

Non-cash distributions to noncontrolling interests	2,293		2,794

Cash paid for
Interest paid, net of amounts capitalized	$	23,608	$	12,988

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. Accounts receivable also include unbilled accounts receivable, which is comprised of the monthly power generated under PPAs not yet invoiced. The Company reviews its accounts receivable for collectability and records an allowance for doubtful accounts for estimated uncollectible accounts receivable as deemed necessary. Accounts receivable are written off when they are no longer deemed collectible. The allowance is based on the Company’s assessment of known delinquent accounts, historical experience and other currently available evidence of the collectability and the aging of accounts receivable. The underlying assumptions, estimates and assessments the Company uses to provide for losses are updated to reflect the Company’s view of current conditions. Changes in such estimates could significantly affect the allowance for losses. It is possible the Company will experience credit losses that are different from the Company’s current estimates. Based on the Company’s assessment performed as of December 31, 2023 and 2022, the allowance for doubtful accounts recorded was not material.

Fair Value Measurements

ASC Topic 820, Fair Value Measurements (“ASC 820”), prioritizes the use of market-based inputs over entity-specific inputs and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows:

Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets.

Level 3: Inputs derived from a significant amount of unobservable market data and derived primarily through the use of internal valuation methodologies.

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Refer to Note 6. Fair Value Measurements and Investments for further details.

Property, Plant and Equipment, net

Property, plant and equipment is stated at historical cost net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated remaining useful lives of individual assets or classes of assets noted in the table below or, when the asset is on property subject to a lease or other site control contract, the remaining lease or other contractual periods and renewals that are deemed to be reasonably certain at the date the assets are purchased, if less than the estimated remaining useful life. Additions and improvements extending asset lives beyond their remaining estimated useful lives are capitalized, while repairs and maintenance, including planned major maintenance, are charged to expense as incurred.


Asset Class			Useful Lives (Years)
Solar energy systems			35 years
Wind energy systems			30 years
Battery storage systems			10 years

All costs directly related to the acquisition, development, and construction of long-lived assets are capitalized, including taxes and insurance incurred during the construction phase. A portion of interest costs, including amortization of debt issuance and financing costs associated with the generation facilities’ financing arrangements, are capitalized during construction. Development costs include the project development costs, which are expensed until it is probable that commercial success will be achieved. Once the assets are placed into service, all of the capitalized costs are depreciated over the estimated useful lives of the assets.

Refer to Note 8. Property, Plant and Equipment for further details.

Goodwill

Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details.

Amortizable and Other Intangible Assets and Out-of-market Contracts

Contract-based intangible assets, including intangible assets and liabilities (out-of-market contracts) associated with PPA and REC agreements, represent the value of rights that arise from contractual arrangements. When the Company acquires a project with an existing PPA or REC agreement in an asset acquisition or business combination, and the terms of the contract are favorable or unfavorable relative to market terms, the Company recognizes intangible assets or liabilities in its accounting for the acquisition. In addition, in the Company’s accounting for the transition from the Investment Basis to the Non-Investment Basis, the Company identified and recorded contract-based intangible assets and liabilities associated with its existing PPA and REC agreements, as applicable. The Company amortizes identifiable intangible assets consisting of channel partner relationships, out-of-market PPAs, out-of-market REC contracts and trademarks because these assets have finite lives. The Company’s amortizable intangible assets with finite lives are amortized on a straight-line basis over the estimated useful lives. The basis of amortization approximates the pattern in which the assets are utilized over their estimated useful lives.

The contract-based intangible assets and liabilities (out-of-market contracts) associated with PPA and REC agreements for which the fair value has been determined to be less (more) than market are amortized to revenue over the term of each underlying contract on a straight-line basis.

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Table of C ontents

The Company capitalizes implementation costs related to cloud computing (i.e., hosting) arrangements that are accounted for as a service contract that meets the accounting requirement for capitalization as such implementation costs were incurred to develop or utilize internal-use software hosted by a third-party vendor. The capitalized implementation costs are recorded as part of Other noncurrent assets on the Consolidated Balance Sheets and is amortized over the length of the service contract within Direct operating costs on the Consolidated Statements of Operations.

Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details.

Impairment of Long-Lived Assets

For the year ended December 31, 2023, the Company recognized impairment of long-lived assets of $59.3 million associated with a certain renewable energy asset of which $7.3 million was associated with the plant and equipment asset, and the remainder of which was associated with the favorable PPA contract. Refer to Note 8. Property, Plant and Equipment and Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details. The Company did not recognize any impairment charges on long-lived assets for the period from May 19, 2022 through December 31, 2022.

Notes Receivable

The Company’s notes receivable consists of loans made by the Company, who serves as the debt holder, to different entities serving as borrowers, as a way to finance the development and construction of renewable energy projects. The Company accounts for its notes receivable in accordance with ASC Topic 310, Receivables (“ASC 310”).

In accordance with ASC 310, notes receivable held for investment are reported on the balance sheet at their amortized cost basis. The amortized cost basis is the amount at which a financing receivable or investment is originated or acquired, adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, or other adjustments. The Company's notes receivable were all issued at their respective principal amounts. Interest income will be recognized based on the contractual rate in the loan agreement and any premium or discount will be amortized to interest income using the effective interest rate method. Further, for loans where paid-in-kind interest at the election of the borrower is present and for loans where the rate of interest changes over the life of the loan, such interest rate features will be considered and included in the effective interest rate calculation and recognition of interest income.

The Company classifies its loans on a current (due within 12 months of reporting date) and long term (due in excess of 12 months from reporting date) basis in accordance with stated maturity dates.

Interest income from the notes receivable represents operating income from ordinary business activities and is presented as Other revenue on the Consolidated Statements of Operations.

Refer to Note 7. Notes Receivable and Note 4. Revenue for further details.

Allowance for Credit Losses

The Company establishes a notes receivable loss reserve when available information indicates that it is probable a loss has occurred based on the carrying value of each note receivable within the portfolio and the amount of the loss can be reasonably estimated. Significant judgment is required in determining the notes receivable loss reserve, including estimates of the likelihood of default and the estimated fair value of the collateral, if any. For the year ended December 31, 2023, the Company recorded notes receivable loss reserves of $2.0 million. The Company did not record a loss reserve for the year ended December 31, 2022.

Debt Issuance, Deferred Financing Costs and Debt Discount

Deferred financing costs are amortized over the term of the Company’s financing arrangements using the effective interest method as a component of interest expense. Unamortized deferred financing costs are reflected as an offset to the scheduled principal payments and are presented as a reduction of Long-term debt, net of current portion, on the Consolidated Balance Sheets. Unamortized deferred financing costs related to unfunded commitments are recorded within Other noncurrent assets on the Consolidated Balance Sheets.

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Table of C ontents

As a result of the change in status from the Investment Basis to the Non-Investment Basis, the Company recorded a debt discount given that the fair value of the majority of its debt facilities was lower than the outstanding principal balance. The total debt discount recorded on May 19, 2022, the date of the change in status, was $29.6 million. Unamortized debt discounts are reflected as an offset to the scheduled principal payments and are presented as a reduction to Long-term debt, net of current portion on the Consolidated Balance Sheets.

Refer to Note 11. Debt for further details.

Acquisitions

Refer to Note 3. Acquisitions for further details.

Segment Information

ASC Topic 280, Segment Reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise where discrete financial information is available and evaluated regularly by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company manages its business as two operating segments and two reportable segments. Segment information is consistent with how the CODM reviews the business, makes resource allocation decisions, and assesses performance. Refer to Note 21. Segment Reporting for further details.

Distribution Policy

Distributions to members, if any, will be authorized and declared quarterly by the board of directors of the Company (the “Board of Directors”) in advance and paid monthly in the form of cash or shares. From time to time, the Company may also pay interim special distributions in the form of cash or shares, with the approval of the Board of Directors. Distributions will be made on all classes of shares at the same time. The cash or share distributions paid to the shareholder with respect to the Class C, P-S and P-T shares will be lower than the cash or share distributions with respect to the Company’s other share classes because of the distribution fee associated with the Class C, P-S and P-T shares, which is allocated specifically to such classes. Amounts distributed to each class are allocated amongst the holders of the shares in such class in proportion to their shares.

Refer to Note 18. Equity for further details.

Earnings per Share

In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common members by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the year, adjusted for the effect of potentially dilutive securities. The Company’s potentially dilutive securities consist of unvested share-based compensation awards calculated using the treasury stock method, unless the effect is anti-dilutive.

Refer to Note 3. Acquisitions and Note 20. Earnings Per Share for further details.

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Table of C ontents

Revenue Recognition

The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which provides a five-step model for recognizing revenue as follows:

1.Identify the contract

2.Identify performance obligations

3.Determine the transaction price

4.Allocate the transaction price

5.Recognize revenue

Energy Sales

Renewable Energy Credits Sales and Other Incentives

Contract Amortization

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Table of C ontents

Investment Management Revenue

Interest Revenue

Interest revenue relates to the Company's secured loans to developers within the renewable energy industry. To the extent the Company expects to collect such amounts, interest revenue is recorded on an accrual basis. If there is reason to doubt an ability to collect such interest, interest receivable on loans is not accrued for accounting purposes. Original issuance discounts, market discounts or market premiums are accreted or amortized using the effective interest method as interest revenue. Prepayment premiums on loans are recorded as interest revenue when received. Any application, origination or other fees earned by the Company in arranging or issuing debt are amortized over the expected term of the loan.

Loans are placed on non-accrual status when there is a reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as revenue or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are generally restored to accrual status when past due principal and interest are paid and, in management’s judgment, are likely to remain current.

Refer to Note 4. Revenue for further details.

Asset Retirement Obligations

Asset retirement obligations (“AROs”), are accounted in accordance with ASC Topic 410-20, Asset Retirement Obligations (“ASC 410-20”). AROs associated with long-lived assets included within the scope of ASC 410-20 are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. ASC 410-20 requires an entity to recognize the fair value of a liability for an ARO in the period in which it is incurred and a reasonable estimate of fair value can be made.

Upon initial recognition of a liability for an ARO, the asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. The Company's AROs are primarily related to the future dismantlement of solar or wind equipment placed on leased property at the end of the contractual term. As part of the Company’s change in status as discussed previously, the Company determined the fair value of the AROs as of May 19, 2022.

Refer to Note 13. Asset Retirement Obligations for further details.

Deferred Sales Commissions

The Company defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of such shares are recorded as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of: (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the Company; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of: (1) the date which approximates an expected liquidity event for the Company; or (2) the expected holding period of the investment. The upfront liability is calculated at the time of sale, using the 85 basis points per annum fee multiplied by the expected holding period of such share. Deferred sales commissions for Class C, P-T and P-S shares are paid monthly, in the form of a reduction to shareholder distributions, to the third-party dealer manager at a rate equal to 1/12th of the 85 basis points per annum fee. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained.

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As of December 31, 2023 and 2022, the Company recorded a liability for deferred sales commissions in the amount of $10.3 million and $11.0 million, respectively, of which $3.5 million and $3.7 million, respectively, are included in Other current liabilities and the remaining $6.8 million and $7.3 million, respectively, are included in Other noncurrent liabilities on the Consolidated Balance Sheets.

Share-based Compensation

The Company grants certain share-based compensation awards under the Greenbacker Renewable Energy Company LLC 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The grant date fair value for restricted share units granted under the 2023 Equity Incentive Plan is determined based on the MSV of the Company’s Class P-I shares on the business day prior to the grant, reduced by the present value of the expected dividends during the vesting period. Additionally, in connection with the Acquisition, certain of the Earnout Shares that were issued to Group LLC as part of the consideration were subsequently issued by Group LLC to certain employees of the Company in exchange for their employment services post-Acquisition. The Company accounts for these awards in accordance with ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). Share-based compensation costs are primarily recognized over the applicable requisite service period of the award, generally using the straight-line method. Forfeitures are recorded as incurred.

Refer to Note 3. Acquisitions and Note 19. Share-based Compensation for further details.

Derivative Instruments

ASC Topic 815, Derivatives and Hedging (“ASC 815”), requires companies to recognize all of its derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated under hedge accounting and qualifies as part of a hedging relationship and on the type of hedging relationship. For derivative instruments that are designated and qualify as hedging instruments, an entity must designate the hedging instrument based upon the exposure being hedged. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the Consolidated Statements of Operations during the current period. The Company only uses derivative financial instruments to the extent necessary to hedge identified business risks and does not hold or issue derivative financial instruments for trading purposes. When there is a master netting agreement with a financial institution, any gain or loss on interest rate swaps with the same financial institution are netted for financial statement presentation.

The Company entered into certain interest rate swaps to manage its interest rate risk and accounts for these as derivative instruments under ASC 815. The Company designates qualifying interest rate derivatives as a hedge of a forecasted transaction of the variability of cash flows to be paid related to a recognized liability under a cash flow hedge. Under a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings and is recorded to the same income statement line item as the hedged item. The changes in the fair value of derivatives that do not qualify for hedge accounting or are not designated as hedging instruments are recognized immediately in current earnings. Cash flows on hedges are classified in the Consolidated Statements of Cash Flows the same as cash flows of the items being hedged.

The Company documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions, at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific forecasted transactions. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair values or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable of occurring, or a treatment of the derivative as a hedge is no longer appropriate or intended. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods during which the hedged transactions will affect earnings.

Refer to Note 12. Derivative Instruments for further details.

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Income Taxes

The Company follows the authoritative guidance on accounting for uncertainty in income taxes and has concluded it has no material uncertain tax positions to be recognized at this time.

Leases

In February 2016 and as subsequently modified, the FASB issued ASU No. 2016-02, Leases, or ASC 842, with the objective to increase transparency and comparability among organizations related to their leasing arrangements. This comprehensive new standard amends and supersedes existing lease accounting guidance and is intended to increase transparency and comparability among organizations by recognizing ROU lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. Lease expense continues to be recognized in a manner similar to legacy U.S. GAAP. As of December 31, 2022, the Company was no longer considered an “emerging growth company” pursuant to the provisions of the JOBS Act, enacted on April 5, 2012. For as long as the Company was an “emerging growth company,” we were permitted to take advantage of certain exemptions from various reporting requirements or extended transition periods for complying with new or revised accounting standards, including adoption of this ASU for fiscal years beginning after December 15, 2021. The Company adopted ASC 842 effective January 1, 2022 using the modified retrospective approach.

Under ASC 842, a lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (i.e., an identified asset) for a period of time in exchange for consideration. The Company’s contracts determined to be or to contain a lease include explicitly or implicitly identified assets where the lessee has the right to control the use of the assets during the lease term.

To reduce the burden of adoption and ongoing compliance with ASC 842, a number of practical expedients and policy elections are available under the new guidance. The Company elected the “package of practical expedients” permitted under the transition guidance, which allowed the Company to not reassess whether contracts entered into prior to adoption are or contain leases and also allowed the Company to carryforward the historical lease classification for existing leases. The Company also elected the hindsight practical expedient and therefore reassessed the lease term for existing leases.

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The Company made an accounting policy election under ASC 842 not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease.

Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index). Certain leases require variable lease payments based on the amount of energy generation of the related assets which are recorded in variable lease expense or revenue depending upon whether the Company is the lessee or lessor in the arrangement. Subsequent changes based on an index and other periodic market-rate adjustments to base rent are recorded in Direct operating costs on the Consolidated Statements of Operations in the period incurred.

The Company’s leases may include non-lease components representing additional services transferred to the Company, such as common area maintenance for real estate. The Company made an accounting policy election for each class of underlying asset not to separate non-lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. Non-lease components that are variable in nature are recorded in Direct operating costs in the period incurred.

The Company uses its incremental borrowing rate to determine the present value of lease payments as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment.

Upon adoption, the Company recognized ROU assets and lease liabilities for operating leases in the amount of $0.2 million and $0.2 million, respectively, related to office leases where the Company was the lessee as of January 1, 2022. The remainder of the Company’s leases as of December 31, 2023 were acquired in the Acquisition, recognized as part of the transition to a Non-Investment Basis, or entered into subsequent to May 19, 2022. The cumulative effect adjustment recorded to the opening balance of retained earnings upon adoption was not material to the Consolidated Balance Sheet.

Refer to Note 10. Leases for further details.

Risks and Uncertainties

The Company’s business and the success of its strategies are affected by global and national economic, political and market conditions generally and also by the local economic conditions where its assets are located. Certain external events such as public health crises (such as COVID-19), natural disasters and geopolitical events, including the ongoing conflict between Russia, Belarus and Ukraine, and the more recent conflict between Israel and Hamas, have recently led to increased financial and credit market volatility and disruptions, leading to record inflationary pressure, rising interest rates, supply chain issues, labor shortages and recessionary concerns. In response to inflationary pressure, the Federal Reserve and other global central banks raised interest rates in 2022 and 2023. The full impact of such external events on the financial and credit markets and consequently on the Company’s future financial conditions and results of operations is uncertain and cannot be fully predicted. The Company will continue to monitor these events and will adjust its operations as necessary.

Concentration of Risk

The Company’s derivative financial instruments and PPAs potentially subject the Company to concentrations of credit risk. The maximum exposure to loss due to credit risk of counterparties to either, (i) the Company’s derivative financial instruments or (ii) the Company’s PPAs, would generally equal (a) the fair value of derivative financial instruments presented in the Company’s Consolidated Balance Sheets or (b) the revenue otherwise expected to be earned under the terms of the PPAs had the relevant offtakers performed their obligations. The Company manages this credit risk by maintaining a diversified portfolio of creditworthy counterparties.

The Company determines which customers, if any, comprise over ten percent of either revenue or accounts receivable. The Company had no customers from which revenue was over ten percent of total revenue for the year ended December 31, 2023. The Company had one customer from which revenue was 11.8% of total revenue for the period from May 19, 2022 through December 31, 2022. As of December 31, 2023, the Company had one customer from which the receivable balance was 24.4% of total accounts receivable. No one customer receivable balance represented ten percent or more of accounts receivable as of December 31, 2022.

Refer to Note 12. Derivative Instruments and Note 4. Revenue for further details.

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Recently Issued Accounting Pronouncements

Effective January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, which provides financial statement users with more useful information about the current expected credit losses and changes how entities measure credit losses on financial instruments and the timing of when such losses are recognized by utilizing a lifetime expected credit loss measurement. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

Effective January 1, 2023, the Company adopted ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of Reference Rate Reform on Financial Reporting,” which provides companies with optional financial reporting alternatives to reduce the cost and complexity associated with the accounting for contracts and hedging relationships affected by reference rate reform. The amendments apply to contracts and hedging relationships that reference the LIBOR or another reference rate to be discontinued because of reference rate reform. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” that would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its CODM uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is still evaluating the impact of this ASU and the impact on its Condensed Consolidated Financial Statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. For public business entities, the amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. The Company is still evaluating the impact of this ASU and the impact on its Consolidated Financial Statements and related disclosures.

Changes to U.S. GAAP are established by the FASB in the form of ASUs to the FASB Accounting Standards Codification. ASUs issued which are not specifically listed above were assessed and have already been adopted in a prior period or determined to be either not applicable or are not expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

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Note 3. Acquisitions

2023 Transactions

For acquisitions in which the Company acquires assets, including intangible assets, and assumes liabilities that do not constitute a business, the amount of the purchase consideration is equal to the fair value of the net assets acquired. The purchase consideration, including transaction costs, is allocated to the individual assets and liabilities assumed based on their relative fair values.

During the year ended December 31, 2023, the Company acquired membership interests in 18 renewable energy projects, all of which were either in development or under construction, for a total consideration of $41.4 million. The purchase price of the assets acquired during the year ended December 31, 2023 was allocated on a relative fair value basis to the assets acquired. For the year ended December 31, 2023, $37.1 million and $4.3 million were allocated to Property, plant and equipment, net and Intangible assets, net, respectively, on the Consolidated Balance Sheets. Intangible assets acquired were favorable PPA assets with a weighted-average amortization period of 21.6 years.

2022 Transactions

Management Internalization

On May 19, 2022, the Company completed a management internalization transaction pursuant to which it acquired substantially all of the business and assets including intellectual property and personnel of its external advisor, GCM, Greenbacker Administration and GDEV GP (collectively, the “Acquired Entities”). All of the acquired business and assets were immediately thereafter contributed by the Company to GREC. Additionally, as a result of the Acquisition, the Company acquired a controlling interest in GDEV and, as such, in connection with the Acquisition, consolidated the results of operations and financial position of GDEV. Refer to Note 2. Significant Accounting Policies and Note 5. Variable Interest Entities for additional discussion, including the subsequent deconsolidation of GDEV.

The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM’s former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements.

In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13.1 million of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share. The number of Class P-I shares issued in the transaction was based on $8.798 per Class P-I share, the last reported net asset value published by the Company on March 31, 2022 (or an aggregate value of $214.4 million, net of seller related deal fees and expenses paid by the Company). In accordance with ASC 805, the Company is required to determine the fair value of consideration transferred as of the Acquisition close date of May 19, 2022, which value was determined to be $8.81 per Class P-I share (or an aggregate value of $214.7 million, net of seller related deal fees and expenses paid by the Company). In December 2022, the consideration was finalized, and 27.9 thousand additional Class P-I shares (or an aggregate value of $0.2 million, net of seller related deal fees and expenses paid by the Company) were issued to Group LLC.

The Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares.” The Earnout Shares comprised 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares (consisting of 0.4 million Class A Tranche 3 Earnout Shares and 4.0 million Class B Tranche 3 Earnout Shares). All of the Earnout Shares except for the Class B Tranche 3 Earnout Shares were considered purchase consideration in the Acquisition (see below under “Share-based compensation” for further discussion of the Class B Tranche 3 Earnout Shares). Each separate series of Earnout Shares initially do not have the right to participate in any distributions payable by the Company. However, upon the achievement of separate benchmark quarter-end run-rate revenue targets applicable to each series, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become “Participating Earnout Shares.” The run-rate revenue of the Company or GREC (the “Run Rate Revenue”) upon which the benchmark targets are based is determined primarily by the calculation of third-party management fee revenue during each quarter and additional capital raised from the closing of the Acquisition through December 31, 2025 (as may be extended to December 31, 2026 upon the achievement of certain Run Rate Revenue targets).

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The Earnout Shares may become Participating Earnout Shares as follows: (i) if the Run Rate Revenue during any calendar quarter exceeds $8.3 million but is less than $12.5 million, 2.9 million of the Tranche 1 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Tranche 1 Earnout Shares becoming Participating Earnout Shares ratably up to $12.5 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $12.5 million, 100% of the Tranche 1 Earnout shares will automatically achieve the status of Participating Earnout Shares; (ii) if the Run Rate Revenue during any calendar quarter exceeds $16.7 million but is less than $25.0 million, 2.9 million of the Tranche 2 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Tranche 2 Earnout Shares becoming Participating Earnout Shares ratably up to $25.0 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $25.0 million, 100% of the Tranche 2 Earnout shares will automatically achieve the status of Participating Earnout Shares; and (iii) if the Run Rate Revenue during any calendar quarter exceeds $25.0 million but is less than $37.5 million, the Class A Tranche 3 Earnout Shares and 2.5 million of the Class B Tranche 3 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Class B Tranche 3 Earnout Shares becoming Participating Earnout Shares ratably up to $37.5 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $37.5 million, 100% of the Tranche 3 Earnout shares will automatically achieve the status of Participating Earnout Shares.

Upon achieving Participating Earnout Share status, such Earnout Shares will become entitled to priority allocations of profits and increases in value from the Company, and will (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares, subject to, with respect to (i) and (iv), the allocation of sufficient amounts to the Earnout Shares. At its election, a holder may convert its Participating Earnout Shares into Class P-I shares after the holder’s Earnout Shares have been allocated sufficient profits or increases of value from the Company. Refer to Note 18. Equity for additional details.

The aggregate purchase consideration transferred from the Company to Group LLC in exchange for the equity interests in the Acquired Entities totaled $335.0 million assuming the then share price of $8.798 per share, the last reported net asset value published by the Company on March 31, 2022. In accordance with ASC 805, the Company is required to determine the fair value of consideration transferred as of the Acquisition close date of May 19, 2022. The aggregate purchase consideration is valued at $294.1 million, which was paid in the form of the Class P-I shares (“Equity consideration” in the table below) and all of the Earnout Shares, except for the Class B Tranche 3 Earnout Shares (“Contingent consideration” in the table below) as described above. As of the Acquisition close date, the fair value of the Class P-I shares was determined to be $8.81 per Class P-I share. As of the Acquisition close date, the fair value of the contingent consideration was estimated to be $73.6 million, which is included in Contingent consideration on the Consolidated Balance Sheets. The Earnout Shares included in purchase consideration were classified as contingent consideration liabilities and are subject to recurring fair value measurements. As of December 31, 2023 and 2022, the fair value of the contingent consideration was $42.3 million and $75.7 million, respectively. The $33.4 million total change of the contingent consideration consists of a $0.6 million decrease in fair value and a $32.8 million change due to 3.7 million shares becoming participating in 2023. The total change in fair value of contingent consideration is included in General and administrative expenses on the Consolidated Statements of Operations. The following is a summary of the purchase consideration, as well as the fair value of the NCI in GDEV GP and GDEV at the acquisition date:


(in thousands)	May 19, 2022		Adjustments		May 19, 2022 as Adjusted
Fair value of consideration transferred:
Equity consideration	$	214,927	$	—	$	214,927
Contingent consideration	73,600		—		73,600
Assumed expenses of Group LLC	6,227		—		6,227
Assumed debt (paid at closing)	1,500		—		1,500
Extinguishment of liabilities	(2,171)		—		(2,171)
Total purchase consideration	$	294,083	$	—	$	294,083
Fair value of the Company’s investment in GDEV (held before the Acquisition)	3,768		—		3,768
Fair value of the NCI in GDEV GP	533		(192)		341
Fair value of the NCI in GDEV	45,446		491		45,937
Total amount to allocate to net assets acquired and consolidated	$	343,830	$	299	$	344,129

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As a result of the Company obtaining control over GDEV, the Company’s previously held interest in GDEV was remeasured to fair value. The Company’s interest in GDEV had previously been measured at fair value under ASC 946 and therefore the remeasurement did not result in an adjustment or gain or loss recognized.

The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired, and liabilities assumed, based upon their estimated fair values as of the acquisition date. In conjunction with the application of the acquisition method of accounting, the Company recognized the NCI in GDEV GP and GDEV at fair value as of the acquisition date. The fair value of the NCI, a Level 3 fair value measurement, was determined based upon a discounted cash flow methodology.

The excess of the purchase price over the tangible and intangible assets acquired, and liabilities assumed, has been recorded as Goodwill on the Consolidated Balance Sheets. The Acquisition resulted in recorded goodwill of $221.3 million as a result of a higher consideration multiple paid driven by quality of the operations, including the workforce, and how the Company expects to leverage and scale the business to create additional value for its shareholders.

The Company evaluates this goodwill for impairment on an annual basis and does not amortize the acquired goodwill balance for financial statement purposes. Goodwill is not expected to be deductible for income tax purposes. As part of the purchase price allocation, the goodwill was allocated $200.3 million to the IPP segment and $21.0 million to the IM segment. Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further discussion on the goodwill recorded as a result of the Acquisition.

During 2022, the Company made certain adjustments to the estimated fair value of the assets and liabilities assumed at the date of the Acquisition and the resulting consolidation of GDEV GP and GDEV. During the three months ended December 31, 2022, the Company finalized the purchase accounting for the Acquisition. The adjusted purchase price allocation is reflected in the accompanying Consolidated Balance Sheets as of December 31, 2023 and 2022. The following table details the purchase price allocation as of May 19, 2022 before adjustment, the adjustments made during the three months ended December 31, 2022 and the adjusted purchase price allocation as of May 19, 2022. No adjustments were made during the year ended December 31, 2023.


(in thousands)	May 19, 2022		2022 Adjustments		May 19, 2022 as Adjusted
Net working capital (including cash)	$	8,819	$	—	$	8,819
Property, plant and equipment	75		—		75
Investments, at fair value and other noncurrent assets	42,356		—		42,356
Trademarks	2,800		—		2,800
Channel partner relationships	95,100		(400)		94,700
Carried interest	279		(279)		—
Other liabilities	(760)		—		(760)
Deferred tax liability	(25,779)		604		(25,175)
Goodwill	220,940		374		221,314
Sum of acquired and consolidated net assets	$	343,830	$	299	$	344,129

The fair values of the acquired trade accounts receivables, prepaid and other current assets, accounts payable and accrued expenses, and other current liabilities approximate their carrying values due to the short-term nature of the expected timeframe to collect the amounts due, realize the balances, or settle the amounts payable, accrued expenses. The related cash inflows or outflows are not expected to materially vary from the contractual amounts.

As part of the purchase price allocation, the Company also determined the identifiable intangible assets were: (i) channel partner relationships, and (ii) trademarks. The fair values of the intangible assets were estimated using the income approach, specifically the multi-period excess earnings method. The discounted cash flows used in the fair value determination of these intangible assets were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. These non-recurring fair value measurements are primarily determined using these unobservable inputs. Accordingly, these fair value measurements are classified within Level 3 of the fair value hierarchy.

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The following table summarizes the acquired goodwill and identifiable intangible assets, updated acquisition date fair value, and weighted-average amortization period:


(dollars in thousands)
Identified intangible asset	Acquisition date fair value		Weighted-average amortization period (years)
Trademarks	$	2,800	12
Channel partner relationships	94,700		11
Goodwill	221,314		—

In conjunction with the Acquisition, the Company incurred $3.4 million of buyer transaction costs during the year ended December 31, 2022, of which $2.6 million was recognized in Operating expenses in the Consolidated Statement of Operations under the Investment Basis during the period from January 1, 2022 through May 18, 2022. The residual $0.8 million of buyer transaction costs was recognized in General and administrative expenses in the Consolidated Statements of Operations for the period from May 19, 2022 through December 31, 2022.

The results of operations from the Acquired Entities are included in the Consolidated Financial Statements of the Company from the date of Acquisition. No pro forma information has been included in these Consolidated Financial Statements for the period that the Acquired Entities were not part of the consolidated results as they are not material.

Share-based compensation

In connection with the Acquisition, the Earnout Shares were issued to Group LLC. Group LLC then distributed to its members the Class P-I shares and a majority of the Earnout Shares (including Tranche 1 Earnout Shares, Tranche 2 Earnout Shares and Class A of Tranche 3 Earnout Shares). Class B of the Tranche 3 Earnout Shares, however, were distributed by Group LLC to GB EO Holder LLC (“EO Holder”), an entity formed by Group LLC with the sole purpose of holding the Class B Tranche 3 Earnout Shares and distributing its equity to employees of the Company. As such, the Class B Tranche 3 Earnout Shares are classified as share-based compensation as a result of the issuance of the EO Holder equity to employees of the Company by Group LLC in exchange for their employment services post-Acquisition as a vesting condition. Accordingly, the Class B Tranche 3 Earnout Shares are not part of the consideration transferred, and the Company accounts for the issuance of these shares to employees in accordance with ASC 718.

EO Holder had 4.0 million equity awards authorized to be issued, and in connection with the above described issuances to employees of the Company, issued 3.2 million in awards as of December 31, 2023, all to employees of the Company. The EO Holder equity awards issued (“EO Awards”) are equity classified, and compensation expense is based on the grant-date fair value of the GB EO Holder equity awards, $10.96 per share, which was based on the grant-date fair value of the Class B Tranche 3 Earnout Shares held by EO Holder. EO Awards shall vest in one, two or three tranches over a service period ranging from one, two, three years or longer, depending on whether and when certain run rate revenue levels are achieved as described above for the Class B Tranche 3 Earnout Shares. Compensation expense is currently amortized using the graded vesting approach over estimated vesting periods determined by the performance outcome considered probable to achieve as of December 31, 2023. Refer to Note 16. Related Parties and Note 19. Share-based Compensation for additional details

In addition, prior to the Acquisition, GDEV GP had issued carried interest to GREC as the initial investor in GDEV and to certain employees of GCM that provided services to GDEV GP. The carried interest units held by GREC were sold to a third party investor as part of the sale of GREC’s interest in GDEV on November 18, 2022. Holders of carried interest receive distributions based on carried interest received by GDEV GP from GDEV once the management fee shortfall has been reduced to zero. Vesting among employees is based on either the continued service of the participant or on the achievement of performance goals set out in the applicable award agreement. There was no change to the carried interest holdings as a result of the Acquisition. The Company accounts for the carried interests issued to employees in accordance with ASC Topic 710, Compensation—General (“ASC 710”).

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Other Acquisitions

During the period from May 19, 2022 through December 31, 2022, the Company acquired membership interests in 30 renewable energy projects, all of which were either in development or under construction, for total consideration of $76.3 million. The purchase price of the assets acquired during the year ended December 31, 2022 has been allocated on a relative fair value basis as follows:


(in thousands)

Land	$	5,111
Property, plant and equipment	71,156
Intangible assets	1,193
ROU asset	2,923
Less: Liabilities assumed	(4,111)
Total	$	76,272

The following table summarizes the acquired identifiable intangible assets, acquisition date estimated fair value, and weighted average amortization period for intangible assets acquired as a result of the asset acquisitions completed during the year ended December 31, 2022:


(dollars in thousands)
Identified intangible asset	Acquisition data fair value		Weighted-average amortization period (years)
PPA contracts - out-of-market	$	(889)	20
REC contracts - favorable	$	1,193	20

Contingent Consideration

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Note 4. Revenue

Disaggregation of Revenue

The following table provides information on the disaggregation of revenue as reported in the Consolidated Statements of Operations:


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Energy sales	$	138,530	$	86,187
RECs and other incentives	20,771		15,409
Investment Management revenue	13,490		1,919
Other revenue	8,434		7,506
Contract amortization, net	(8,060)		(10,529)
Total revenue	173,165		100,492
Less: Contract amortization, net	8,060		10,529
Less: Lease revenue	(10,147)		(6,026)
Less: Investment, dividend and interest income	(7,760)		(7,512)
Total revenue from contracts with customers	$	163,318	$	97,483

Contract Amortization, net

Intangible assets and out-of-market contracts recognized from PPA and REC contracts assumed through acquisitions related to the sale of energy in future periods for which the fair value has been determined to be less (more) than market are amortized to revenue over the term of each underlying contract on a straight-line basis.

Contract Balances

Company billing practices are dictated by the contract terms and are typically done in arrears based upon the amount of power delivered in the prior period.

The Company did not record any contract assets as of December 31, 2023 and 2022, as none of its rights to payment were subject to a particular event other than passage of time. Included within Accounts receivable on the Consolidated Balance Sheets are balances of $19.9 million and $19.0 million related to contracts with customers as of December 31, 2023 and 2022, respectively. The Company had a receivable balance of $25.1 million as of May 19, 2022.

The Company has contract liabilities related to amounts received in advance from certain PPA customers upon the related solar projects reaching COD. As of December 31, 2023, the Company recorded $3.6 million of contract liabilities in Other noncurrent liabilities in the Consolidated Balance Sheets. As of December 31, 2022, the Company recorded $0.7 million of contract liabilities in Other current liabilities in the Consolidated Balance Sheets. The Company’s amortization due to contract liabilities were not material for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022.

Costs to Obtain a Contract

The Company’s incremental costs of obtaining a contract (i.e., commissions) are recognized as an asset if the entity expects to recover them. These costs are amortized over the expected period of benefit of the related contracts. The Company has capitalized $3.9 million and $1.6 million of costs to obtain a contract as of December 31, 2023 and 2022, respectively. The Company’s amortization related to costs to obtain a contract were not material for the year ended December 31, 2023, and the period from May 19, 2022 through December 31, 2022.

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Remaining Performance Obligations

Remaining performance obligations represent fixed contracted revenue related to the Company's commitment to deliver a certain number of RECs in the future that has not been recognized, which includes amounts that will be billed and recognized as revenue in future periods. As of December 31, 2023, the Company had $12.2 million of remaining performance obligations. The following table includes the approximate amounts expected to be recognized related to remaining performance obligations as of December 31:


(in thousands)	Amount
2024	$	4,993
2025	1,987
2026	1,855
2027	788
2028	788
Thereafter	1,816
Total	$	12,227

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Note 5. Variable Interest Entities

Consolidated Variable Interest Entities

The Company assesses entities for consolidation in accordance with ASC 810 and consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. The Company did not recognize any gain or loss on the initial consolidation of any of its VIEs.

The Company through various wholly owned subsidiaries, is the managing member in 15 tax equity partnerships where the other members are Tax Equity Investors under tax equity financing facilities. Tax Equity Investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies and utility affiliates that use these investments to reduce future tax liabilities. Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests for further discussion. These entities generate income through renewable energy and sustainable development projects primarily within North America. The entities represent a diversified portfolio of income-producing renewable energy power facilities that sell long-term electricity contracts to offtakers with high credit quality, such as utilities, municipalities, and corporations. The Company has determined that these tax equity partnerships are VIEs. Additionally, through its role as managing member of these VIEs, the Company has the power to direct the activities that most significantly impact the economic performance of these VIEs. In addition, the Company has the obligation to absorb losses or the right to receive benefits that could potentially be more than insignificant to the VIEs.

As of December 31, 2023 and 2022, the Company consolidated each tax equity partnership for which it is the managing member and considered the primary beneficiary. As of December 31, 2023, the assets and liabilities of the consolidated tax equity partnerships totaled approximately $1.5 billion and $283.4 million, respectively. As of December 31, 2022, the assets and liabilities of the consolidated tax equity partnerships totaled approximately $1.3 billion and $215.3 million, respectively. The assets largely consisted of property, plant and equipment, and the liabilities primarily consisted of out-of-market contracts.

Unconsolidated Variable Interest Entities

Prior to the sale of GREC’s interest in GDEV on November 18, 2022, GDEV was a consolidated subsidiary of the Company. In October 2020, GDEV was launched to make private equity and development capital investments in the sustainable infrastructure industry. Prior to the Acquisition, GREC made a direct equity investment in GDEV. As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV’s general partner. The amended and restated limited partnership agreement of GDEV provide for a 20.00% carried interest over an 8.00% hurdle, subject to side letter agreements. On May 19, 2022, in conjunction with the Acquisition and specifically the acquisition of a 75.00% equity interest stake in GDEV GP, the Company assumed GDEV GP's additional commitment to GDEV and gained control over GDEV GP under the voting interest model. Additionally, the Company, through GDEV GP’s role as general partner of the GDEV partnership, assumed operational control over GDEV. As a result, the Company has determined that GDEV is a VIE. Prior to the transaction, GREC had an equity interest of approximately 7.37% in GDEV (fair value of approximately $3.8 million as of May 19, 2022). As a result of the acquisition of 75.00% of the equity interests in GDEV GP, the Company acquired an additional 2.80% equity interest in GDEV (fair value of approximately $1.4 million as of May 19, 2022). Additionally, certain officers and other members of management of the Company had prior to the Acquisition and still have an aggregate equity interest of less than 1.00% in GDEV, and an employee of the Company holds the remaining 25.00% of the equity interest in GDEV GP. As a result of GDEV GP’s control over GDEV, in combination with the resulting equity interest the Company and its officers and management had in GDEV, the Company previously determined that it was the primary beneficiary of GDEV. As a result, the results of operations of GDEV were consolidated.

As previously discussed in Note 2. Significant Accounting Policies, GDEV presents its stand-alone financial statements in accordance with ASC 946. In accordance with ASC 946, when a company that follows ASC 946 is consolidated into financial statements of a company that does not follow ASC 946, the results of operations and statement of position of the investment company shall continue to be presented in accordance with ASC 946. As such, the results of operations and statement of position of GDEV were presented in accordance with ASC 946.

On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party. As of December 31, 2023, GDEV GP held 2.80% of the interests in GDEV. The Company has determined that it is no longer the primary beneficiary of GDEV. Therefore, the Company no longer consolidates GDEV. See Note 2. Significant Accounting Policies for additional information on the deconsolidation. After the deconsolidation, management has determined that the Company can still exert significant influence over operating and financial policies because of its ownership of GDEV GP. Accordingly, the Company accounts for its investment in GDEV as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as a result of its involvement with GDEV is equal to $3.3 million, which is the sum of the Company’s existing investment in GDEV and the remaining commitments to GDEV, less the portion attributable to the noncontrolling interest in GDEV GP.

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On November 15, 2022, the Company, through its majority-owned subsidiary GDEV GP II, made an investment in GDEV II totaling $0.7 million. The Company has determined that GDEV II is a VIE but that it is not the primary beneficiary. Therefore, the Company does not consolidate GDEV II. The Company can exert significant influence over operating and financial policies because of its ownership of GDEV GP II, GDEV II’s general partner. Accordingly, GDEV GP II, which is a consolidated subsidiary of the Company, accounted for its investment in GDEV II as an equity method investment and elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as a result of its involvement with GDEV II is $2.7 million, which is GDEV GP II’s total capital commitment to GDEV II, less the portion of the capital commitment attributable to the noncontrolling interest in GDEV GP II.

During February 2016, Aurora Solar was formed to develop, construct, own, finance, and operate a portfolio of 19 solar projects. As of December 31, 2023, the Company’s investment represented approximately 49.00% of Aurora Solar’s issued and outstanding common shares. The Company determined that Aurora Solar is a VIE but that it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact Aurora Solar. The Company can exert significant influence over operating and financial policies because of its ownership interest in Aurora Solar. Accordingly, the Company accounts for its investment in the common shares of Aurora Solar as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss is equal to the value of its investment in Aurora Solar.

During September 2021, OYA, previously OYA Solar, was formed. As of December 31, 2023, the Company’s investment represented 50.00% of OYA’s issued and outstanding equity shares. The Company determined that OYA is a VIE but that it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact OYA. The Company can exert significant influence over operating and financial policies because of its ownership interest in OYA. Accordingly, the Company accounts for its investment in the preferred shares of OYA as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as of December 31, 2023, includes the current value of its investment in OYA and the guaranteed amounts discussed in the following paragraphs. Pursuant to the amended and restated limited liability company agreement of OYA, the other 50.00% member has indemnified the Company against any draws or demands under these guarantees. The Company is not able to quantify its exposure to loss as a result of certain of these guarantees as noted below. Since the Company has elected the fair value option to account for its investment in the preferred shares of OYA, the Company is also required to measure all of its other financial interests in OYA at fair value, including these guarantees. As of December 31, 2023 and 2022, the fair value of the guarantees is included within the fair value of the investment.

On October 26, 2023, OYA, an unconsolidated investment of the Company, sold the membership interests in nine of its underlying projects. The Company received proceeds of $3.7 million as a result of this sale pursuant to a sale proceeds sharing agreement between the Company, OYA’s parent company, and other financing parties. The impact of this sale was taken into consideration in determining the fair value of the Company’s investment in OYA as of December 31, 2023.

Four subsidiaries of OYA have entered into tax equity partnerships with investor members. The Company, along with the parent company of the other 50.00% member of OYA, provided guarantees to the tax equity investor members in three of these partnerships for the payment and performance of all obligations of these subsidiaries under the partnership documents as well as affiliate contracts. In October 2023, in association with the sale of certain projects, two of these arrangements were terminated prior to the tax equity investor’s making any capital contributions, resulting in the termination of the associated guarantees. Under the third guarantee, the maximum potential amount of future payments (undiscounted) that the Company could be required to make under the guarantee is $18.8 million, with certain exceptions in which case the limit would not apply. The guarantee will remain in full force and effect until: (1) the termination of the limited liability company agreement of the tax equity partnership, (2) the transfer of the tax equity investor members’ membership interests, and/or (3) the obligations under the guarantee are performed in full, depending on the specific terms of the guarantee.

In addition, certain subsidiaries of OYA have entered into two separate financing agreements with certain financial institutions. The Company has provided guarantees of certain obligations under the loan agreements upon the occurrence and continuance of a trigger event. The parent company of the other 50.00% member of OYA has also provided a guarantee to the financial institutions, and the Company is only obligated to perform in the event that the parent company of the other 50.00% member fails to perform under its guarantees. The guarantees do not have maximum liability amounts, and therefore, the Company is not able to quantify the maximum potential amount of future payments (undiscounted) that the Company could be required to make under these guarantees. The subsidiaries of OYA currently have outstanding loans with a principal amount of $33.4 million as of December 31, 2023. The guarantees are expected to terminate on the maturity dates of the loans in 2028 and 2029.

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On August 22, 2023, the Company provided an additional guarantee to one of the financial institutions in which the Company agreed to fund remaining construction costs for certain underlying projects in the maximum amount of $18.2 million as well as excess construction loans upon term conversion in the maximum amount of $1.2 million. On October 4, 2023, the Company funded $1.2 million of construction costs pursuant to a call under this guarantee. The Company recovered $1.0 million of this amount through the sale of nine of the projects previously owned by OYA on October 26, 2023. The inflows and outflows associated with this guarantee are incorporated in the valuation of the investment. In association with the sale, this guarantee was terminated.

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Note 6. Fair Value Measurements and Investments

Authoritative guidance on fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between marketplace participants. This guidance also establishes a framework for classifying the inputs used to determine fair value into three levels within a hierarchy.

The following table presents the fair values of the Company's financial assets and liabilities as of December 31, 2023 and the basis for determining their fair values:


	Fair Value as of December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Derivative assets	$	—	$	142,168	$	—	$	142,168
Derivative liabilities	—		(5,833)		—		(5,833)

Equity method investments	—		—		94,878		94,878
Contingent consideration	—		—		(42,307)		(42,307)
Total	$	—	$	136,335	$	52,571	$	188,906

The following table presents the fair values of the Company's financial assets and liabilities as of December 31, 2022 and the basis for determining their fair values:


	Fair Value as of December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Derivative assets	$	—	$	195,840	$	—	$	195,840


Equity method investments	—		—		92,554		92,554
Contingent consideration	—		—		(75,700)		(75,700)
Total	$	—	$	195,840	$	16,854	$	212,694

The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the Consolidated Financial Statements as of December 31, 2023 using significant unobservable inputs:


(in thousands)	Equity method investments		Contingent consideration		Total
Balance as of December 31, 2022	$	92,554	$	(75,700)	$	16,854

Purchases	5,298		—		5,298
Return of capital	(3,906)		—		(3,906)
Unrealized gain on investments, net	932		—		932
Change in contingent consideration	—		603		603
Reclassification of participating Earnout Shares	—		32,790		32,790

Balance as of December 31, 2023	$	94,878	$	(42,307)	$	52,571

The Company does not have any non-financial assets or liabilities measured at fair value as of December 31, 2023. There were no transfers between Levels 1, 2, or 3 for the year ended December 31, 2023.

Derivative assets and liabilities

The Company estimates the fair value of its interest rate derivatives using a discounted cash flow valuation technique based on the net amount of estimated future cash flows related to the agreements. The primary inputs used in the fair value measurement include the contractual terms of the derivative agreements, current interest rates, and credit spreads. The significant inputs for the resulting fair value measurement are market-observable inputs, and thus the swaps are classified as Level 2 in the fair value hierarchy.

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Equity method investments

In the table above, certain equity method investments may be valued at the purchase price for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction. In the absence of quoted prices in active markets, the Company uses a variety of techniques to measure the fair value of its investments. The methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the investment. The various unobservable inputs used to determine the Level 3 valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements.

The following table quantifies the significant unobservable inputs used in determining the fair value of equity method investments as of December 31, 2023. The weighted averages are calculated based on the relative fair value of each investment as of December 31, 2023:


Unobservable Input						Input/Range
Discount rate						7.8%-11.0% (weighted average 8.3%)
kWh production						0.5%-0.6% annual degradation in production (weighted average 0.5%)
Potential leverage and estimated remaining useful life						29.0-34.2 years (weighted average 30.0 years)

Prior to the deconsolidation of GDEV as discussed in Note 2. Significant Accounting Policies, the Company’s investments included the results of consolidating the financial position and results of operations of GDEV. The Company, through its majority-owned subsidiary GDEV GP, continues to hold an investment in GDEV as of December 31, 2023 and 2022. The Company accounts for this investment as an equity method investment.

As discussed in Note 5. Variable Interest Entities, the Company through its majority-owned subsidiary GDEV GP II made an investment in GDEV II on November 15, 2022. The Company accounts for this investment as an equity method investment.

As of December 31, 2023, the Company has unfunded commitments to GDEV I and GDEV II of $0.3 million and $1.3 million, respectively. The investments in GDEV I and GDEV II represent investments in a partnership in which no partner is permitted to make a withdrawal of any of its capital contributions. GDEV GP and GDEV GP II are required to cause the respective partnerships to distribute, as distributions, amounts available to the partners within 90 days of the receipt of amounts available for distribution in the sole discretion of the GDEV GP and GDEV GP II, respectively.

As of December 31, 2023, the value of the Company's investments in OYA, Aurora Solar, GDEV I and GDEV II, its equity method investments, were $16.2 million, $73.0 million, $4.1 million and $1.6 million, respectively. As of December 31, 2022, the value of the Company's investments in OYA, Aurora Solar, GDEV I and GDEV II, its equity method investments, were $18.6 million, $71.3 million, $2.3 million and $0.3 million, respectively. Equity method investments are recorded to Investments, at fair value on the Consolidated Balance Sheets. During the year ended December 31, 2023, the Company recorded an unrealized gain of $0.9 million due to an unrealized gain of $1.6 million on Aurora Solar and $1.1 million on GDEV I, offset by an unrealized loss of $1.8 million on OYA. During the period from May 19, 2022 through December 31, 2022, the Company recorded an unrealized gain of $0.4 million due to unrealized gains of $1.9 million related to GDEV from May 19, 2022 to November 17, 2022, prior to deconsolidation, and an immaterial gain related to GDEV GP’s investment in GDEV from November 18, 2022 to December 31, 2022, offset by an unrealized loss of $1.7 million on Aurora Solar. Unrealized gains and losses are recorded in Unrealized gain on investments, net on the Consolidated Statements of Operations.

Contingent consideration

The Company estimates the fair value of its contingent consideration associated with the Acquisition based on the likelihood of payment related to the contingent clause and the date when payment is expected to occur. The contingent consideration is reflected in Contingent consideration included in noncurrent liabilities on the Consolidated Balance Sheets.

For the year ended December 31, 2023, the Company recorded a decrease in fair value of contingent consideration of $0.6 million as a decrease in General and administrative expenses on the Consolidated Statements of Operations. As of December 31, 2023, $32.8 million of contingent consideration was settled with the participation of a certain amount of Earnout Shares, which were issued in connection with the Acquisition. The amount was reclassified from Contingent consideration to Common shares, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. Refer to Note 18. Equity for further detail.

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For the period from May 19, 2022 through December 31, 2022, the Company recorded an increase in fair value of contingent consideration of $2.1 million as an increase in General and administrative expenses on the Consolidated Statements of Operations.

The fair value of the contingent consideration is measured based on significant unobservable inputs, including the contractual payment amount due upon reaching the designated thresholds, the discount rate, and the date when payment is expected and is classified as Level 3 in the fair value hierarchy. The various unobservable inputs used to determine the Level 3 valuation may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements.

The following quantifies the significant unobservable inputs used to determine the fair value of contingent consideration as of December 31, 2023:


Unobservable Input						Input/Range
Risk-Free Rate Over Earnout Term						4.0%
Revenue Discount Rate						9.5%
Annualized Revenue Volatility						40.0%
Annualized Share Price Volatility						30.0%
Quarterly Revenue / Share Price Correlation						40.0%

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Note 7. Notes Receivable

The Company’s notes receivable consists of the following as of December 31, 2023 and 2022:


(dollars in thousands)	As of December 31, 2023		As of December 31, 2022		Year of origination	Interest rate	Maturity date
Notes receivable, current
Cider	$	25,749	$	41,864	2022	8.00%	6/30/2024(1)
OYA	—		8,491		2022	9.00%	2/17/2023(2)
Shepherds Run	2,742		8,751		2020	8.00%	3/31/2024(1)
Total notes receivable, current	$	28,491	$	59,106
Notes receivable, noncurrent
New Market	$	5,008	$	5,008	2019	9.00%	9/30/2022(3)
SE Solar	5,010		5,010		2019	9.00%	5/31/2023(4)
Kane Warehouse	166		276		2015	10.25%	2/24/2025
Total notes receivable, noncurrent	$	10,184	$	10,294
Loan reserve(5)	(2,000)		—
Total notes receivable	$	36,675	$	69,400

(1)The note receivable agreements were amended with an extension to the agreements on February 6, 2024.

(2)The note receivable was paid in full on February 17, 2023.

(3)Option for purchase agreement exercised on September 30, 2022. The parties involved are working in good faith to enter into a purchase agreement.

(4)The parties involved are working in good faith on an extension to the agreement.

(5)As of December 31, 2023, SE Solar and New Market have not been repaid. As such, the Company has recorded a reserve representing an allowance for credit losses for the estimated uncollectible portion of these notes in the amount of $2.0 million for the year ended December 31, 2023 and is recorded within Direct operating costs on the Consolidated Statements of Operations.

The notes receivable, current are recorded within Notes receivable, current on the Consolidated Balance Sheets. The notes receivable, noncurrent are recorded within Other noncurrent assets on the Consolidated Balance Sheets. Notes receivable are recorded at amortized cost and exclude interest receivable. As of December 31, 2023, interest receivables of $6.3 million and $3.9 million, were recorded within Other current assets and Other noncurrent assets, respectively, on the Consolidated Balance Sheets. As of December 31, 2022, interest receivables of $2.4 million and $3.0 million were recorded within Other current assets and Other noncurrent assets, respectively, on the Consolidated Balance Sheets.

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Note 8. Property, Plant and Equipment

Property, plant and equipment, net consists of the following:


(in thousands)	December 31, 2023		December 31, 2022
Land	$	23,473	$	16,321
Plant and equipment	2,169,573		1,874,201
Asset retirement obligation	34,003		30,483
Finance right-of-use asset	65		—
Other	262		320
Total property, plant and equipment	$	2,227,376	$	1,921,325
Accumulated depreciation	(93,499)		(31,619)
Property, plant and equipment, net	$	2,133,877	$	1,889,706

As of December 31, 2023, Property, plant and equipment, net, includes construction-in-progress of $439.4 million, and construction-in-progress includes $106.3 million of development costs. As of December 31, 2022, Property, plant and equipment, net, includes construction-in-progress of $569.4 million, and construction-in-progress includes $116.6 million of development costs.

Depreciation expense was $113.9 million and $31.6 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. Depreciation expense is recorded within Depreciation, amortization and accretion on the Consolidated Statements of Operations. The Company engaged in three wind repower projects where the existing assets were retrofitted with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity. Depreciation of fixed assets replaced is accelerated between the mobilization milestone date in the related EPC contract and the date of de-electrification of the project site. Accelerated depreciation related to the three projects resulted in $51.9 million of additional depreciation during the year ended December 31, 2023.

During the year ended December 31, 2023, the Company recognized impairment of long-lived assets of $59.3 million associated with a certain renewable energy asset of which $7.3 million was associated with the plant and equipment asset, and the remainder of which was associated with the related favorable PPA contracts. The impairment analysis reviews certain qualitative factors as well as the results of long-term operating expectations and the project’s carrying value to determine if impairment indicators are present. The impairment analysis indicated that the projected future cash flows for the certain project no longer supported the recoverability of the carrying value of the related long-lived assets. The fair value of the asset was determined using an income approach by applying a discounted cash flow methodology to the updated long-term budget for the asset. The income approach included key inputs such as forecasted merchant power prices, operations and maintenance expense, and discount rates. The resulting fair value is a Level 3 fair value measurement. This charge was recorded to the Company’s IPP segment. The Company did not recognize any impairment charges on long-lived assets for the period from May 19, 2022 through December 31, 2022.

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Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts

Goodwill

As of December 31, 2023 and 2022, goodwill totaled $221.3 million and $221.3 million, respectively. The Company did not recognize any impairment charges on goodwill for the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022.

Other Intangible Assets and Out-of-market Contracts

Other intangible assets as of December 31, 2023 consisted of the following:


(in thousands)	Gross carrying amount		Accumulated amortization		Net intangible assets as of December 31, 2023
PPA contracts	$	374,356	$	(47,741)	$	326,615
REC contracts	46,235		(3,441)		42,794
Trademarks	2,800		(389)		2,411
Channel partner relationships	94,700		(15,497)		79,203
Other intangible assets	2,191		—		2,191
Total intangible assets, net	$	520,282	$	(67,068)	$	453,214

Amortization expense related to intangible assets reported on the Consolidated Balance Sheets was $40.8 million for the year ended December 31, 2023, which included $31.6 million of Contract amortization, net that was recorded as a reduction to revenue for favorable PPA and REC contracts in the Consolidated Statements of Operations.

Other intangible assets as of December 31, 2022 consisted of the following:


(in thousands)	Gross carrying amount		Accumulated amortization		Net intangible assets as of December 31, 2022
PPA contracts	$	422,176	$	(18,460)	$	403,716
REC contracts	46,235		(1,165)		45,070
Trademarks	2,800		(467)		2,333
Channel partner relationships	94,700		(6,198)		88,502
Other intangible assets	1,000		—		1,000
Total intangible assets, net	$	566,911	$	(26,290)	$	540,621

Amortization expense related to intangible assets recorded as assets on the Consolidated Balance Sheets $26.3 million for the period from May 19, 2022 through December 31, 2022, which includes $19.6 million of Contract amortization, net that was recorded as a reduction to revenue for favorable PPA and REC contracts in the Consolidated Statements of Operations.

The Company also has PPA and REC contracts that are held in an unfavorable position (out-of-market contracts), which consists of the following as of December 31, 2023:


(in thousands)	Gross carrying amount		Accumulated amortization		Net out-of-market contracts as of December 31, 2023
PPA contracts	$	(198,629)	$	13,203	$	(185,426)

REC contracts	(19,763)		10,404		(9,359)

Total out-of-market contracts, net	$	(218,392)	$	23,607	$	(194,785)

The amounts recorded to out-of-market contracts are amortized to Contract amortization, net similar to favorable PPA and REC contracts. The Company recorded $23.5 million of contract amortization contra-expense as an increase to revenue related to out-of-market contracts during the year ended December 31, 2023. This included $9.0 million in out-of-market contract retirements and $14.5 million of contract amortization. Of the $9.0 million in out-of-market contract retirements, $5.4 million is attributable to an unfavorable PPA contract associated with a project for which the construction is no longer probable, and $3.6 million is attributable to the termination of an unfavorable REC contract.

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PPA and REC contracts that are held in an unfavorable position (out-of-market contracts) consists of the following as of December 31, 2022:


(in thousands)	Gross carrying amount		Accumulated amortization		Net out-of-market contracts as of December 31, 2022
PPA contracts	$	(198,446)	$	4,882	$	(193,564)
PPA contracts - signed MIPA assets(1)	(5,402)		—		(5,402)
REC contracts	(19,763)		4,214		(15,549)
REC contracts - signed MIPA assets(1)	(3,597)		—		(3,597)
Total out-of-market contracts, net	$	(227,208)	$	9,096	$	(218,112)

(1)Signed MIPA assets are defined as assets that have an executed contractual MIPA or Purchase and Sale Agreement but have not yet closed.

The amounts recorded to out-of-market contracts are amortized to Contract amortization, net similar to favorable PPA and REC contracts. The Company recorded $9.1 million of contract amortization contra-expense as an increase to revenue related to out-of-market contracts during the period from May 19, 2022 through December 31, 2022.

Contract amortization on PPA and REC contract intangible assets and out-of-market contracts is recorded within Contract amortization, net on the Consolidated Statements of Operations. Amortization expense on channel partner relationships and trademark intangible assets is recorded within Depreciation, amortization and accretion on the Consolidated Statements of Operations.

Amortization expense related to the Company's finite-lived intangible assets and liabilities (out-of-market contracts) was $17.3 million for the year ended December 31, 2023. This includes $8.1 million of net contract amortization on PPA and REC contract intangible assets and out-of-market contracts, and $9.2 million of amortization expense on channel partner relationships and trademark intangible assets.

Amortization expense related to the Company’s finite-lived intangible assets and liabilities (out-of-market contracts) was $17.2 million for the period from May 19, 2022 through December 31, 2022, respectively. This includes $10.5 million of net contract amortization on PPA and REC contract intangible assets and out-of-market contracts and $6.7 million of amortization expense on channel partner relationships and trademark intangible assets.

As discussed in Note 8. Property, Plant and Equipment, the Company determined that there was an impairment of an intangible asset contract and, as such, recorded a charge of $59.3 million associated with a certain renewable energy asset, of which $7.3 million was associated with the plant and equipment asset, and the remainder of which was associated with the related favorable PPA contracts.

Estimated future amortization expense, net for the above amortizable intangible assets and out-of-market contracts for the remaining periods through December 31, 2023 as follows:


(in thousands)	Amortization Expense
2024	$	23,202
2025	27,215
2026	26,666
2027	26,167
2028	25,791
Thereafter	129,388
Total	$	258,429

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Note 10. Leases

Lessee Arrangements

The Company has site lease agreements with various entities for the properties where renewable energy facilities have been constructed which provide the right to own and operate the projects on land and rooftops. The Company’s most significant lease liabilities relate to real estate leases that have initial contract lease terms ranging from one to 50 years. Certain leases include renewal and termination options. The Company considered a number of factors when evaluating whether the options in its lease contracts were reasonably certain of exercise, such as importance of the lease to overall operations, costs to negotiate a new lease, and costs of equipment constructed on the land. Management included the impact of any renewal options that the Company deemed to be reasonably certain of being exercised in its measurement and classification of its leases.

Leases are classified as either operating or financing. For operating leases, the Company has recognized a lease liability equal to the present value of the remaining lease payments, and a ROU asset equal to the lease liability, subject to certain adjustments, such as for prepaid rents. The Company used its incremental borrowing rate to determine the present value of the lease payments. Operating leases result in a straight-line lease expense, while finance leases result in a front-loaded expense pattern.

There were no impairment indicators identified during the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022 that required an impairment test for the Company’s ROU assets in accordance with ASC 360.

The components of lease expense and supplemental cash flow information related to leases for the periods indicated are as follows:


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Lease cost
Finance lease cost
Amortization of right-of-use assets	$	39	$	—
Interest on lease liabilities	11		—
Total finance lease cost	50		—
Operating lease cost	9,916		6,110
Short-term lease cost	339		131
Variable lease cost	1,525		644
Total lease cost	$	11,830	$	6,885

The following table presents supplemental cash flow and other information related to our leases:


(dollars in thousands)	December 31, 2023		December 31, 2022
Other information
Cash paid for amounts included in the measurement of lease liabilities(1)	$	7,975	$	3,676
Operating cash flows from finance leases(1)	$	(11)	$	—
Operating cash flows from operating leases(1)	$	(7,908)	$	(3,676)
Financing cash flows from finance leases(1)	$	(56)	$	—
ROU assets obtained in exchange for new finance lease liabilities	$	88	$	—
ROU assets obtained in exchange for new operating lease liabilities	$	10,091	$	110,412
Weighted average remaining lease term – finance leases	3.2 years		N/A
Weighted average remaining lease term – operating leases	28.3 years		28.0 years
Weighted average discount rate – finance leases	5.69%		—		%
Weighted average discount rate – operating leases	6.61%		6.73		%

(1) Supplemental cash flow information presented for the year ended December 31, 2022 is attributable to the prorated period from May 19, 2022 (the date of the Acquisition) through December 31, 2022.

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For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost included $0.7 million and $0.4 million, respectively, associated with leases embedded in PPAs for which no or de minimis payments are made. The Company estimates the fair value of the lease payments and grosses up both revenue and expense by this amount. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost also included $0.8 million and $0.7 million, respectively, of lease cost capitalized to the cost of projects during development and construction.

The supplemental balance sheet information related to leases for the periods indicated are as follows:


(in thousands)	December 31, 2023		December 31, 2022
Operating leases
Operating lease assets	$	108,606	$	102,595

Operating lease liabilities, current	(2,262)		(2,193)
Operating lease liabilities, noncurrent	(108,406)		(101,281)
Total operating lease liabilities	$	(110,668)	$	(103,474)

Finance leases
Property, plant and equipment, at cost	$	65	$	—
Accumulated depreciation	(13)		—
Property, plant and equipment, net	52		—

Other current liabilities	(16)		—
Other long-term liabilities	(37)		—
Total finance lease liabilities	$	(53)	$	—

Operating lease assets and operating lease liabilities, current, are recorded in Other noncurrent assets and Other current liabilities, respectively, on the Consolidated Balance Sheets. Finance lease assets and liabilities current and noncurrent are recorded in Property, plant and equipment, net, Other current liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets.

Maturities of the Company’s lease liabilities are as follows:


(in thousands)
Year Ending	Operating Leases		Finance Leases
2024	$	8,806	$	18
2025	9,105		18
2026	9,098		18
2027	9,097		4
2028	9,092		—
Thereafter	212,740		—
Total lease payments	257,938		58
Less: Imputed interest	(147,270)		(5)
Present value of lease liabilities	$	110,668	$	53

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Lessor Arrangements

A portion of the Company’s operating revenues are generated from delivering electricity and related products from owned solar and wind renewable energy facilities under PPAs in which the Company is the lessor. In addition, the Company has certain energy optimization service agreements that involve the use of a battery in which the Company is the lessor.

For these PPAs, revenue is recognized when electricity is delivered and is accounted for as rental income under the lease standard. The adoption of ASC 842 did not have an impact on the accounting policy for rental income from the Company’s PPAs in which it is the lessor. The Company elected the package of practical expedients available under ASC 842, which did not require the Company to reassess its lease classification from ASC Topic 840, Other Assets and Deferred Costs. Additionally, the Company elected the practical expedient to not separate lease and non-lease components for lessors. This election allows energy (lease component) and RECs (non-lease components) under bundled PPAs to be accounted for as a singular lease unit of account under ASC 842. The Company’s PPAs do not contain any residual value guarantees or material restrictive covenants.

Certain of the Company’s PPAs related to its solar or wind generating plants qualify as operating leases with remaining terms through 2047. Certain agreements include renewal, termination or purchase options. Property subject to operating leases where the Company or one of its subsidiaries is the lessor is included in Property, plant and equipment, net on the Consolidated Balance Sheets, and rental income from these leases is included in Energy revenue on the Consolidated Statements of Operations. Lease income is based on energy generation, and therefore all rental income is variable under these leases. The variable lease income related to these agreements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was $10.1 million and $6.0 million, respectively. Variable lease income is included in Energy revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company’s solar and wind generating plants subject to these leases had a total carrying value of $61.7 million and $67.4 million, respectively.

Certain of the Company’s energy optimization service agreements qualify as operating leases with remaining terms through 2031. Lease income under these agreements is generally fixed and recognized on a straight-line basis over the term of the lease. The lease income related to these agreements for the year ended December 31, 2023 was not material and is not expected to be material for the ensuing five years.

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Note 11. Debt

The Company has entered into credit facilities and loan agreements through its subsidiaries, as described below.


(dollars in thousands)	Outstanding as of December 31, 2023		Outstanding as of December 31, 2022		Interest rate	Maturity date
GREC Entity HoldCo(1)	$	65,951	$	74,197	Daily SOFR + 1.85%	June 20, 2025
Midway III Manager LLC	13,932		14,610		3 mo. SOFR + 1.73%	September 28, 2025
Trillium Manager LLC	68,785		72,737		Daily SOFR + 1.98%	June 9, 2027
GB Wind Holdco LLC(2)	50,408		122,684		3 mo. SOFR + 1.38%	Various(3)
Greenbacker Wind Holdings II LLC	70,628		72,477		3 mo. SOFR + 1.98%	December 31, 2026
Conic Manager LLC	23,363		24,356		3 mo. SOFR + 1.75%	August 8, 2026
Turquoise Manager LLC	30,994		31,687		3 mo. SOFR + 1.35%	December 23, 2027
Eagle Valley Clean Energy LLC	35,389		35,112		Various(4)	January 2, 2057
Eagle Valley Clean Energy LLC (Premium financing agreement)	—		1,064		6.99%	November 30, 2023(5)
Greenbacker Equipment Acquisition Company LLC	—		6,500		Prime + 1.00%	December 31, 2023(6)
ECA Finco I, LLC	18,563		19,757		3 mo. SOFR + 2.60%	February 25, 2028
GB Solar TE 2020 Manager LLC	18,506		19,182		3 mo. SOFR + 1.88%	October 30, 2026
Sego Lily Solar Manager LLC	133,898		137,445		3 mo. SOFR + 1.53%	June 30, 2028
Celadon Manager LLC	72,853		61,925		Daily SOFR + 1.60%	February 18, 2029
GRP II Borealis Solar LLC	40,646		41,788		3 mo. SOFR + 2.00%	June 30, 2027
Ponderosa Manager LLC	88,594		147,080		3 mo. SOFR + 1.40%	October 4, 2029(7)
PRC Nemasket LLC	41,806		44,488		Daily SOFR + 1.25%	November 1, 2029
GREC Holdings 1 LLC	74,594		60,000		1 mo. SOFR + Applicable Margin(8)	November 29, 2027
Dogwood GB Manager LLC	57,463		—		1 mo. SOFR + 1.63%	March 29, 2030
GREC Warehouse Holdings I LLC	155,558		—		3 mo. SOFR + 2.03%	August 11, 2026
Total debt	$	1,061,931	$	987,089
Less: Total unamortized discount and deferred financing fees	(43,679)		(40,459)
Less: Current portion of long-term debt(9)	(82,855)		(95,870)
Total long-term debt, net	$	935,397	$	850,760

(1)See the description of the credit agreement below for a discussion of GREC Entity HoldCo’s non-compliance with the debt service coverage ratio (as defined in the credit agreement) as of and for the fiscal quarter ended December 31, 2023.

(3)The GB Wind Holdco LLC tax equity bridge loan and repower term loans mature on March 31, 2024 and December 31, 2027, respectively.

(5)The loan was paid in full in October 2023.

(6)On October 23, 2023, the maturity date was amended to December 31, 2023 in the Fourth Amendment to the Loan and Security Agreement. The loan was paid in full in December 2023.

(7)The Ponderosa Manager LLC tax equity bridge loan of $34.5 million was paid in full in October 2023.

(9)Adjusted for $6.1 million of unamortized debt discount and deferred financing fees pertaining to current portion of long-term debt of $88.9 million.

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During the years ended December 31, 2023 and 2022, the Company entered into new or modified existing debt facilities as noted below:

GREC Holdings 1 LLC

On November 29, 2022, GREC Holdings 1 LLC entered into a credit agreement with a syndicate of lenders for an aggregate revolving credit facility commitment of $150.0 million with the allowance for increases of credit of no more than $50.0 million. On March 21, 2023, the facility was amended to increase the aggregate commitment to $200.0 million. Advances under the revolving credit facility, through the maturity date of November 29, 2027, will bear interest at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%), and base rate loans will bear interest of the base rate plus applicable margin (base rate being greatest of prime rate, index floor, or federal funds rate plus 0.50%; applicable margin ranging between 0.75% and 1.00%).

Dogwood GB Manager LLC

On March 29, 2023, Dogwood GB Manager LLC entered into a loan agreement with a syndicate of lenders to provide a term loan in an aggregate principal amount of up to $47.1 million. On May 30, 2023, the loan agreement was amended to increase the aggregate principal amount up to $90.6 million. The loan is secured by a first-priority security interest in all assets of Dogwood GB Manager LLC, including a pledge of (a) Dogwood GB Manager LLC's interest in Dogwood Holdings LLC, and (b) GREC Holdings 1 LLC's ownership interests in Dogwood GB Manager LLC. The interest rate on the loan is one-month SOFR plus an applicable margin, which is 1.63% per annum through the fourth anniversary of the closing date and 1.75% per annum after the fourth anniversary of the closing date. Thereafter, the interest rate will increase by 0.12% for each fourth anniversary. The borrower is only required to pay interest in quarterly installments through the fifth anniversary of the closing date, and thereafter is required to pay quarterly installments of principal and interest through the maturity date, March 29, 2030.

GREC Warehouse Holdings I LLC

On August 11, 2023, GREC Warehouse Holdings 1 LLC entered into a credit agreement with a syndicate of lenders for an aggregate revolving credit facility commitment of $75.0 million with the allowance for increases of credit of no more than $175.0 million. On October 16, 2023, the credit agreement was amended to increase the commitment to $225.0 million with the allowance for increases of credit of no more than $25.0 million. The revolving credit facility will bear interest at the three-month SOFR plus an applicable margin, which is 2.03% through the second anniversary of the closing date and 2.28% per annum after the second anniversary of the closing date through the maturity date, August 11, 2026. Borrowings under the credit facility are secured by certain equity interests in the borrower and its wholly owned subsidiaries held by indirect wholly owned subsidiaries of the Company.

GB Wind Holdco LLC

On September 15, 2023 and November 14, 2023, the GB Wind Holdco LLC loan agreement was amended and restated to provide financing in connection with the repower of certain wind facilities. The loan bears interest at the three-month SOFR rate plus an applicable margin, which is 1.38% per annum through the fourth anniversary of the closing date and 1.50% per annum after the fourth anniversary of the closing date through the applicable maturity date. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of December 31, 2027, at which point all unpaid principal, interest, fees, cost, and all other obligations with respect to the term loan shall be due and payable. The tax equity bridge loans bear interest at the three-month SOFR rate plus an applicable margin, which is 1.3% per annum. Principal and interest payments for the tax equity bridge loans shall be made on the applicable maturity dates for the applicable repowering projects, currently only applicable to one of the repower projects through the scheduled maturity date of March 31, 2024.

Sego Lily Solar Manager LLC

On January 28, 2022, Utility Solar AcquisitionCo 2021 LLC, as a co-borrower with Sego Lily Solar Manager LLC, entered into a financing agreement to provide a construction loan facility, an ITC bridge loan facility, and a term loan facility in connection with the construction and operations of renewable energy facilities. The financing agreement was subsequently amended on June 9, 2022 to add commitments to provide term loans for two wind energy projects. The loan is secured by a first-priority security interest in all assets of Sego Lily Solar Manager LLC, including a pledge of (a) Sego Lily Solar Manager LLC 's interest in Sego Lily Solar Holdings LLC and Graphite Solar Holdings LLC, and (b) GREC's ownership interests in Sego Lily Solar Manager LLC. On August 17, 2022, the loan converted to a term loan. The term loans bear interest at the one-month SOFR plus an applicable margin, which is 1.53% per annum until the fourth anniversary of the term conversion and 1.50% from and including the fourth anniversary and increasing by 0.13% for each fourth anniversary thereafter. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of June 30, 2028.

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Celadon Manager LLC

On February 18, 2022, Celadon Manager LLC entered into a loan agreement syndicated with various lenders in an amount not to exceed $71.0 million. The loan is secured by a first-priority security interest in all assets of Celadon Manager LLC, including a pledge of (a) Celadon Manager LLC's interest in Celadon Holdings LLC, and (b) GREC's ownership interests in Celadon Manager LLC. The loan bears interest at the one-month SOFR plus an applicable margin, which is 1.60% through the fifth anniversary of the closing date, 1.63% per annum after the fifth anniversary of the closing date and increasing by 0.13% for each fifth anniversary thereafter. The loan requires quarterly payments of interest only through the fifth anniversary of the closing date, after which it requires quarterly payments of principal and interest through the maturity date, February 18, 2029.

Ponderosa Manager LLC

On July 26, 2022, Ponderosa Manager LLC and Utility Solar AcquisitionCo 2022 LLC jointly entered into a financing agreement syndicated with various lenders who agreed to provide certain construction, ITC bridge and aggregation loan facilities in an amount not to exceed $173.4 million. The construction and aggregation loan facilities reached the end of their availability periods in 2023. On October 4, 2023, the Company repaid the ITC bridge loan and the construction aggregation loans were converted into a term loan. The term loan bears interest at SOFR plus 1.4% through the maturity date of October 4, 2029.

PRC Nemasket LLC

On November 1, 2022, PRC Nemasket LLC entered into a financing agreement. The lenders agreed to provide a term loan not to exceed $45.0 million in aggregate. The principal of the term loan shall be due and payable in quarterly principal installments, with final payment due on the maturity date, November 1, 2029. The banks also agreed to extend letters of credit to the borrower not to exceed $2.5 million in aggregate. The letters of credit have an expiration date agreed to at the time of issuance, with an expiration date of no more than twelve months after the date of the of letter issuance. All loans bear interest at SOFR with an applicable margin of 1.25%, increasing to 1.38% after the fourth anniversary of the closing date.

GREC Entity HoldCo

On November 25, 2021, GREC Entity HoldCo converted its loan to a term loan with a maturity on June 20, 2025. The loan bears interest at a rate equal to the daily SOFR rate plus 1.85%. The loan is secured by, among other customary interests, a pledge of all of the issued and outstanding equity interests of GREC Entity HoldCo as a collateral for this credit agreement. The credit agreement was amended to eliminate any guarantee from either GREC LLC or GREC in November 2022. As of and for the fiscal quarter ended December 31, 2023, GREC Entity HoldCo was not in compliance with the debt service coverage ratio (as defined in the credit agreement) for this credit agreement, which resulted in the Company’s classification of the debt to the current liability as of December 31, 2023. A default under the credit agreement permits the administrative agent, among other things, to declare all or any part of the outstanding principal amount of the loans under the credit agreement and related interest immediately due and payable. The Company is working in good faith with the lender to secure a waiver of default. While the Company expects to receive a waiver of default, there is no guarantee that the company will receive such waiver. Further, there are no cross-defaults associated with this technical default.

The Company has entered into interest rate swap contracts to manage the interest rate risk associated with its outstanding borrowings. Refer to Note 12. Derivative Instruments for further discussion.

The following table shows the components of interest expense related to the Company’s borrowings for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022:


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Loan interest(1)	$	54,615	$	16,093
Commitment / letter of credit fees	2,986		2,013
Amortization of deferred financing fees and discount	6,690		1,533
Interest capitalized	(23,378)		(4,614)
Total	$	40,913	$	15,025

(1) Includes interest rate swap settlements in the amount of $26.7 million as a reduction of loan interest.

Interest expense disclosed in the table above is included within Interest expense, net on the Consolidated Statements of Operations.

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Table of C ontents

The principal payments due on borrowings for each of the next five years ending December 31, 2023 and thereafter, are as follows:


(in thousands)
Period ending December 31,	Principal Payments
2024	$	88,917
2025	39,546
2026	277,490
2027	255,582
2028	133,462
Thereafter	266,934
	$	1,061,931

Other Financing Arrangements

In November and December 2023, the Company entered into sale-leaseback arrangements related to certain wind assets with an initial lease term of 9.3 and 20.0 years, respectively, for total cash proceeds of $240.9 million. The Company utilized the proceeds to pay down $132.6 million of existing debt and $1.0 million in transaction costs. Under the lease agreements, the Company is required to make total lease payments of $158.6 million over the respective lease terms. In addition, in accordance with the lease agreements, the Company has an early buyout option in December 2029. The early buyout option is defined as the fair market value of the project at the buyout date or an amount set forth in the lease agreement, whichever is greater. As part of the arrangement, the Company will still operate and earn revenues from the facilities throughout the lease term while the lessor will be entitled to all available tax credits. As part of the sale-leaseback transaction, the Company entered into a tax indemnity agreement. As part of the agreement, with respect to the leased assets, the lessor holds indemnification rights related to a disallowance or reduction of assumed tax deductions and tax credits. Subject to certain requirements set forth within the tax indemnity agreement, the Company would be required to pay the lessor for all reduced or disallowed tax deductions and credits.

The sale-leaseback arrangements did not meet the criteria of a sale for accounting purposes. As such, the Company accounted for these transactions as a failed sale-leaseback and financing arrangements. As of December 31, 2023, the Company recorded $69.4 million and $169.8 million of financing obligations within Current portion of failed sale-leaseback financing and Failed sale-leaseback financing, net of current portion, respectively, on the Consolidated Balance Sheets. In connection with the transaction, the Company recorded origination costs as an offset to the failed sale-leaseback financing liability. As of December 31, 2023, the Company recorded $0.3 million and $1.4 million of origination costs which are recorded as a reduction to Current portion of failed sale-leaseback financing and Failed sale-leaseback financing, net of current portion, respectively, on the Consolidated Balance Sheets.

The future payments on failed sale-leaseback financing arrangements for each of the next five years ending December 31, 2023 and thereafter, are as follows:


(in thousands)
Period ending December 31,	Future Payments
2024	$	69,722
2025	9,685
2026	9,900
2027	10,046
2028	10,028
Thereafter	49,201
Total lease payments	$	158,582

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Table of C ontents

Note 12. Derivative Instruments

The Company manages interest rate risk primarily through the use of derivative financial instruments.

Cash Flow Hedges of Interest Rate Risk

The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company, through its wholly owned subsidiaries, has entered into interest rate swaps as part of its interest rate risk management strategy. Certain of these interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed interest rate payments at fixed rates. These fixed rates, for all interest rate swaps regardless of designation, range between 0.41% and 4.37%.

The following tables reflect the location and estimated fair value positions of derivative contracts at:


(in thousands)		December 31, 2023
	Balance sheet location	Outstanding notional amount		Fair Value - Assets		Fair Value - (Liabilities)

Derivatives Designated as Hedging Instruments
Interest rate swap contracts	Derivative assets, current / Derivative assets / (Derivative liabilities)	$	861,322	$	98,669	$	(489)
Derivatives Not Designated as Hedging Instruments
Interest rate swap contracts	Derivative assets, current / Derivative assets / (Derivative liabilities)	463,063		43,499		(5,344)
Total		$	1,324,385	$	142,168	$	(5,833)

As of December 31, 2023, the notional amount for derivatives designated as hedging instruments includes $751.2 million associated with currently effective swaps and $110.1 million associated with forward starting swaps. The notional amount for derivatives not designated as hedging instruments includes $112.6 million associated with swaps currently in effect, $65.7 million associated with forward starting swaps, and $284.7 million associated with a deal contingent swap. The interest rate swaps have maturities between 2025 and 2050.


(in thousands)		December 31, 2022
Derivatives Designated as Hedging Instruments	Balance sheet location	Outstanding notional amount		Fair Value - Assets		Fair Value - (Liabilities)
Interest rate swap contracts	Derivative assets / (Other liabilities)	$	1,527,814	$	195,840	$	—

As of December 31, 2022, the notional amount includes $700.8 million associated with currently effective swaps, $542.3 million associated with forward starting swaps, and $284.7 million associated with deal contingent swaps. All swaps were designated as hedging instruments as of December 31, 2022.

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Table of C ontents

The following table provides information on the fair value of derivative contracts as recorded in the Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations:


	Year ended December 31, 2023
(in thousands)	Derivatives Designated as Hedging Instruments		Derivatives Not Designated as Hedging Instruments
Consolidated Other Comprehensive (Loss) Income
Loss recognized in other comprehensive income	$	(20,545)	$	—
Amortization of off-market derivatives	6,974		(224)
Less: Taxes on total net loss recognized in other comprehensive income	3,633		—

Consolidated Statements of Operations
Change in unrealized gain of interest rate swaps, net	6,546		11,217
Realized gain on interest rate swaps, net	2,428		—


	For the period from May 19, 2022 through December 31, 2022
(in thousands)	Derivatives Designated as Hedging Instruments		Derivatives Not Designated as Hedging Instruments
Consolidated Other Comprehensive (Loss) Income
Gain recognized in other comprehensive income	$	74,086	$	—
Amortization of off-market derivatives	2,056		—
Less: Taxes on total net gain recognized in other comprehensive income	(20,048)		—

Consolidated Statements of Operations
Change in unrealized loss of interest rate swaps, net	(249)		—
Realized loss on interest rate swaps, net	(1,322)		—

For derivatives designated as cash flow hedges, the changes in the fair value of the derivative are initially reported in other comprehensive income (outside of earnings) and are subsequently reclassified to earnings when the hedged transaction affects earnings. The Company assesses the effectiveness of each hedging relationship by utilizing a statistical regression analysis. For derivatives not designated in a hedging relationship, the changes in fair value of the derivative are reported immediately in earnings.

Amounts reported in accumulated other comprehensive income related to designated derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate liabilities. During the next twelve months, the Company estimates that existing gains of $22.8 million currently reflected in Accumulated other comprehensive income will be reclassified to earnings as a decrease in interest expense as interest payments are made.

From time to time, the Company designates interest rate swaps when they have a non-zero fair value. In particular, on the date that the Company transitioned from Investment Basis to Non-Investment Basis, the Company designated all of its then existing interest rate swaps as cash flow hedges. The non-zero fair value of these cash flow hedges on the designation date is recognized into income under a systematic and rational method over the life of the hedging instrument and is presented in the same line item on the Consolidated Statements of Operations as the earnings effect of the hedged item, with the offset recorded to Other comprehensive income (loss). In addition, the Company periodically dedesignates interest rate swaps as hedging instruments voluntarily or in association with the termination of the swaps. When the Company dedesignates a swap as a hedging instrument, the Company evaluates whether the forecasted transactions previously hedged by the interest rate swap are not probable of occurring and, if so, reclassifies the amount recorded in Accumulated other comprehensive income to Unrealized gain (loss) on interest rate swaps, net in the Consolidated Statements of Operations. When the Company determines that the forecasted transactions previously hedged by the interest rate swap are not probable of not occurring, the Company recognizes the amounts within Accumulated other comprehensive income related to the dedesignated interest rate swap into interest expense as the originally forecasted transactions affect earnings.

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The non-zero designation date value of cash flow hedges and dedesignated cash flow hedges for which the originally forecasted transactions are not probable of not occurring are amortized and reclassified from other comprehensive income to interest expense. For swaps not designated as cash flow hedges, the designation date value will still be amortized and reclassified from other comprehensive income to Interest expense, net in the Consolidated Statements of Operations.

As of December 31, 2023, the Company expects $36.1 million to be reclassified from Accumulated other comprehensive income to earnings as an increase to interest expense through 2050; the life of the hedge forecasted transactions. During the next twelve months, the Company estimates that $5.6 million will be reclassified from Accumulated other comprehensive income to earnings as an increase to interest expense associated with the amortization of these non-zero fair value and dedesignated cash flow hedges.

On November 12, 2023 and December 29, 2023, the Company amended two existing interest rate swap agreements to reduce the existing notional amount of the swaps, which were designated in an effective hedging relationship. As the hedged forecasted transaction was probable of not occurring, the Company reclassified a $2.4 million gain from Accumulated other comprehensive income to Unrealized gain (loss) on interest rate swaps, net in the Consolidated Statements of Operations.

During the year ended December 31, 2023, the Company received $59.6 million in cash and recorded a receivable of $2.5 million as a result of the full or partial termination of interest rate swaps. The Company collected the outstanding receivable of $2.5 million on January 5, 2024. The cash proceeds received are included in Net cash provided by operating activities in the Consolidated Statements of Cash Flows.

Additionally, from time to time, the Company utilizes derivative instruments for the purposes of managing interest rate risk on future term debt instruments. Since the debt agreements have not yet closed, in order to lock in the terms, the Company may make payments to be maintained as cash collateral. As of December 31, 2023 and 2022, the Company recorded nil and $1.7 million, respectively, of cash collateral in Other current assets in the Consolidated Balance Sheets.

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Note 13. Asset Retirement Obligations

The following table represents the balance of AROs as of December 31, 2023, as well as the additions, settlements and accretion related to the Company's AROs for the year ended December 31, 2023:


(in thousands)
Balance as of December 31, 2022	$	31,413
Adjustments in estimates for current obligations	(217)
Asset retirement obligation settled during current period	(337)
Asset retirement obligation incurred during current period	1,425
Accretion expense	2,622
Balance as of December 31, 2023	$	34,906

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Table of C ontents

Note 14. Income Taxes

The Company conducts most of its operations through GREC, its taxable wholly owned subsidiary. The Company’s consolidated income tax (benefit) provision consists of the following:


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Federal	$	(19,269)	$	985
State	(2,290)		2,019
Foreign	11		1
Deferred (benefit) provision for income taxes	$	(21,548)	$	3,005

The principal differences between the Company’s effective tax rate of 10.9% and (5.2)% on operations and the U.S. federal statutory income tax rate as of December 31, 2023 and 2022, respectively, are as follows:


(in thousands)	For the year ended December 31, 2023		Percentage		For the period from May 19, 2022 through December 31, 2022		Percentage
Tax (benefit) at statutory U.S. federal income tax rate	$	(41,398)	21.0	%	$	(12,002)	21.0	%
State income taxes, net of federal benefit	(7,050)		3.6	%	937		(1.6)	%
Noncontrolling interest	20,184		(10.2)	%	12,482		(21.8)	%
Share-based compensation	1,816		(0.9)	%	1,441		(2.5)	%
Federal tax credits	(1,293)		0.6	%	(2,100)		3.7	%
Change in valuation allowance	4,330		(2.2)	%	658		(1.2)	%
Permanent differences (GREC LLC and other - net)	1,863		(1.0)	%	1,589		(2.8)	%
Actual provision for income taxes	$	(21,548)	10.9	%	$	3,005	(5.2)	%

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Table of C ontents

Deferred tax assets (liabilities) reported on the accompanying Consolidated Balance Sheets as of December 31, 2023 and 2022 are as follows:


(in thousands)	December 31, 2023		December 31, 2022
Net operating losses	$	99,469	$	98,911
Long-term debt and failed sale-leaseback financing	58,519		—
Federal tax credits	17,671		16,252
Operating lease liabilities	13,825		14,282
Asset retirement obligations	5,035		5,287
Disallowed interest	—		5,028
Other	3,678		3,571
Total deferred tax assets	198,197		143,331
Less: Valuation allowance	(6,500)		(2,170)
Deferred tax assets, net of valuation allowance	$	191,697	$	141,161

Property, plant, and equipment	$	(77,752)	$	(48,090)
Investments in flow-through entities taxed as partnerships	(68,245)		(41,667)
Intangibles	(54,823)		(64,834)
Derivative assets	(35,900)		(51,569)
Operating lease assets	(13,555)		(14,070)
Long-term debt	—		(4,658)
Total deferred tax liabilities	(250,275)		(224,888)
Deferred tax liabilities, net	$	58,578	$	83,727

As of December 31, 2023, the Company’s net deferred tax liability of $58.6 million consists of a deferred tax liability of $58.7 million, offset by a deferred tax asset of $0.1 million, which are recorded to Deferred tax liabilities, net and Other noncurrent assets, respectively, on the Consolidated Balance Sheets.

As of December 31, 2022, the Company’s net deferred tax liability of $83.7 million consists of a deferred tax liability of $85.7 million, offset by a deferred tax asset of $1.9 million, which are recorded to Deferred tax liabilities, net and Other noncurrent assets, respectively, on the Consolidated Balance Sheets.

As of December 31, 2023, the Company has federal net operating loss carry-forwards of approximately $368.7 million. Approximately $329.2 million of the carry-forward is indefinite-lived with the remaining $39.5 million expiring in 2036 and 2037. Federal tax credit carryforwards are approximately $17.7 million and will expire between 2035 and 2043.

As of December 31, 2023, state net operating loss and carryforwards total approximately $412.2 million. Approximately $66.4 million of the net operating loss carry-forward is indefinite-lived with the remaining $345.8 million expiring between 2024 and 2043 with earlier years expirations reserved by a valuation allowance.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2023, management has applied a partial valuation allowance of $6.5 million against the deferred tax assets resulting from certain state net operating loss carryforwards where it is more likely than not that they will not be utilized during their carryforward period.

Federal and state statutes of limitations are generally open for all years in which the Company has generated net operating losses, the earliest of which is the year ended December 31, 2014.

The Company assessed its tax positions for all open tax years as of December 31, 2023 for all U.S. federal and state, and foreign tax jurisdictions for the years 2014 through 2023. The results of this assessment are included in the Company’s tax provision and deferred tax assets as of December 31, 2023.

The Company is under audit by federal tax authorities at one of its tax equity partnerships for the fiscal year 2021. There have not been any proposed adjustments at this stage of the examination. The examination is expected to be finalized in the fiscal year 2025.

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Note 15. Commitments and Contingencies

Legal Proceedings

The Company may become involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. Individuals and interest groups may sue to challenge the issuance of a permit for a renewable energy project or seek to enjoin construction of a wind energy project. In addition, the Company may be subject to legal proceedings or claims contesting the construction or operation of its renewable energy projects. In defending itself in these proceedings, the Company may incur significant expenses in legal fees and other related expenses regardless of the outcome of such proceedings. Unfavorable outcomes or developments relating to these proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on the Company's business, financial condition and results of operations. In addition, settlement of claims could adversely affect the Company's financial condition and results of operations. As of December 31, 2023, the Company is not aware of any legal proceedings that might have a significant adverse impact on the Company.

Letters of Credit

Pledge of Collateral and Unsecured Guarantee of Loans to Subsidiaries

Investment in To-Be-Constructed Assets and Membership Interest Purchase Commitments

Power Purchase Agreements

Renewable Energy Credit Commitments

The Company enters into two different types of forward sales agreements. The first type of forward sales agreement is to sell 100% of the RECs produced by certain renewable energy systems. Total REC sales will depend on total production at each renewable energy system. The second type of forward sales agreement is to sell a specified number of RECs at fixed prices during specific periods between 2024 and 2041. As of December 31, 2023, the Company's commitments with third parties under REC sales contracts are as follows:


(in thousands)						Number of RECs
2024						176
2025						59
2026						55
2027						28
2028						28
Thereafter						174
Total						520

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Leases

Lease agreements are evaluated at inception to determine whether they represent finance or operating leases. The Company has determined its site leases represent operating leases, and accordingly, minimum rental expense is recognized on a straight-line basis over the lease term beginning with the lease commencement date. For finance leases, the minimum rental expense is recognized in a front-loaded expense pattern. Refer to Note 10. Leases for further discussion of the Company’s future minimum commitments under all non-cancellable leases.

Pledge of Parent Company Guarantees

Refer to Note 1. Organization and Operations of the Company, Note 5. Variable Interest Entities, Note 10. Leases, and Note 16. Related Parties for an additional discussion of the Company’s commitments and contingencies.

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Note 16. Related Parties

The related party disclosures as included herein reflect such matters as of May 19, 2022 and prospectively. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 4. Related Party Agreements and Transaction Agreements as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis.

Immediately prior to the closing of the Acquisition on May 19, 2022, GCM owned 23.6 thousand Class A shares and 2.8 thousand Class P-D shares. In connection with the Acquisition, all Class A shares and Class P-D shares held by GCM were forfeited, retired and cancelled. The forfeiture, retirement, and cancellation of the shares held by GCM for $0.2 million was recorded to Other capital activity on the Consolidated Statements of Equity.

Modified Special Unit

In accordance with the terms of the Fourth Operating Agreement, the Special Unitholder was the holder of the Special Unit, which, prior to the completion of the Acquisition, entitled the Special Unitholder to receive the Performance Participation Fee and Liquidation Performance Participation Fee, each as described in detail in Note 4. Related Party Agreements and Transaction Agreements as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis.

Prior to the Acquisition, under the Fourth Operating Agreement, the “Liquidation Performance Participation Fee” payable to the Special Unitholder was equal to 20.0% of the net proceeds from a liquidation of the Company in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital was defined as the Company's NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involved a listing of the Company's shares, or a transaction in which the Company’s members received shares of a company that was listed, on a national securities exchange, the Liquidation Performance Participation Fee would have been equal to 20.0% of the amount, if any, by which the Company's listing value following such liquidity event exceeded the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee would be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.

Following the Acquisition, under the Fifth Operating Agreement, the “Liquidation Performance Participation Distribution” is payable to the LPU Holder upon the same terms described above with the exception that amounts that may be earned upon the occurrence of a listing of the Company’s shares (or a transaction in which the Company’s members receive shares of a company that is listed) on a national securities exchange are no longer payable in cash, but only in additional Class P-I shares, which will be valued for such purpose at their then fair market value as determined in accordance with the terms of the Fifth Operating Agreement at the time of such listing. In the case of a liquidation of the Company, amounts payable may be paid in additional shares of the Company, other securities and/or cash. Refer to Note 18. Equity for additional details on the Liquidation Performance Unit.

Transition Services Agreement

In connection with the Acquisition, Group LLC and certain other parties (together, the “Service Recipients”) entered into a transition services agreement with Greenbacker Administration (the “Transition Services Agreement”). In November 2023, Group LLC and the Service Recipients entered into an amended transition services agreement (the “Amended Transition Services Agreement”), pursuant to which Greenbacker Administration is providing certain financial and corporate recordkeeping services to the Service Recipients until the earlier of: (i) December 31, 2025; (ii) such time as the parties terminate the services arrangement; or (iii) one month after such Service Recipient has been liquidated and dissolved. The Service Recipients shall be required to pay a fee of $200 per hour per person performing the services it receives under both the Transition Services Agreement and Amended Transition Services Agreement. The impact of the Transition Services Agreement and Amended Transition Services Agreement, as applicable, to the Consolidated Financial Statements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was not material.

Registration Rights Agreement

In connection with the Acquisition, the Company, GREC, Group LLC and the LPU Holder entered into a customary registration rights agreement, pursuant to which GREC has agreed to use commercially reasonable efforts to prepare and file with the SEC not later than 12 months from the beginning of the first full calendar month following completion of an initial public offering by GREC a shelf registration statement relating to the resale of shares of common stock of GREC that may in the future be held by Group LLC, the LPU Holder and/or their respective members to the extent their shares of the Company are repurchased, redeemed, exchanged or converted into shares of common stock of GREC. GREC has agreed to pay customary registration expenses and to provide customary indemnification in connection with the foregoing registration rights.

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Executive Protection Plan

In connection with the closing of the Acquisition, each of Mr. Charles Wheeler and Mr. David Sher terminated their employment agreements with Group LLC, and such employment agreement was superseded by offer letters from GREC and participation in the GREC Executive Protection Plan.

GCM Managed Funds

Prior to the Acquisition, GCM served as the external advisor of four investment entities: the Company, GROZ, GDEV I and GREC II. The Advisory Agreement between GCM and the Company was terminated in connection with the Acquisition. However, the Company continues to provide through GCM investment management services to GROZ, GDEV I and GREC II as a result of the acquisition of GCM. As a result, the Company began to record Investment Management revenue on the Consolidated Statements of Operations, as applicable, and more fully described below. In addition, the Company entered into an advisory agreement with GDEV II on November 11, 2022.

Base management fees under GCM’s advisory fee agreement with GROZ are calculated at a monthly rate of 0.125% (1.50% annually) of the average gross invested capital for GROZ. During the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the Company earned $0.3 million and $0.2 million, respectively, in management fees from GROZ. Management fees from GROZ are included in Investment Management revenue on the Consolidated Statements of Operations. The management fees earned are payable monthly, in arrears. As of December 31, 2023 and 2022, the Company was owed $0.2 million and $0.1 million, respectively, in management fees from GROZ, which is included in Accounts receivable on the Consolidated Balance Sheets.

The Company is also eligible to receive certain performance-based incentive fee distributions from GROZ, including upon liquidation of GROZ, subject to certain distribution thresholds as defined in the amended and restated limited liability company operating agreement of GROZ. The Company did not recognize any revenue related to GROZ incentive fee distributions for the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022.

Base management fees under GCM’s advisory fee agreements with GDEV and GDEV B, dated March 3, 2022, are calculated as described herein. For the period from March 3, 2022 through the date on which the commitment period ends (as defined in the GDEV and GDEV B amended and restated limited partnership agreements), the management fee is calculated at an annual rate of 1.75% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV and GDEV B. Beginning on the date following the date on which the commitment period terminates, the management fee is calculated at an annual rate of 1.75% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV and GDEV B. The management fees earned are payable quarterly in advance. As a result of the Company consolidating GDEV during the period from May 19, 2022 through November 17, 2022, $0.9 million of management fee revenue earned under the advisory agreement with GDEV was considered intercompany revenue and was therefore eliminated in consolidation. As a result of the deconsolidation of GDEV on November 18, 2022, management fee revenue is no longer eliminated in consolidation and is recorded on the Consolidated Statements of Operations. During the period from November 18, 2022 through December 31, 2022, the Company earned $0.2 million in management fees from GDEV, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2022, the Company was not owed any management fees from GDEV. Management fee revenue earned under the advisory agreement with GDEV B is not considered intercompany revenue, and therefore is not eliminated in consolidation. During the period from May 19, 2022 through December 31, 2022, the Company earned $0.4 million in management fees from GDEV B, which is included in Investment Management revenue on the Consolidated Statements of Operations. During the year ended December 31, 2023, the Company earned $2.4 million in management fees from GDEV I, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was not owed any management fees from GDEV I. As of December 31, 2023 and 2022, GDEV I prepaid the Company management fees of nil and $0.6 million, respectively, which is included in Other current liabilities on the Consolidated Balance Sheets.

The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV I, including upon liquidation of GDEV I, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV I. The Company did not recognize any revenue related to GDEV I incentive fee distributions for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022.

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Base management fees under GCM’s advisory agreement with GDEV II, dated November 11, 2022, are calculated as described herein. For the period from November 11, 2022 through the date on which the commitment period ends (as defined in the GDEV II amended and restated limited partnership agreement), the management fee is calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV II. Beginning on the date following the date on which the commitment period terminates, the management fee will be calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV II. The management fees earned are payable quarterly in advance. During the year ended December 31, 2023 and the period from November 11, 2022 through December 31, 2022, the Company earned $2.0 million and $0.2 million, respectively, in management fees from GDEV II, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was owed $0.8 million and $0.2 million, respectively, in management fees from GDEV II, which is included in Accounts receivable on the Consolidated Balance Sheets.

The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV II, including upon liquidation of GDEV II, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV II. The Company did not recognize any revenue related to GDEV II incentive fee distributions for the year ended December 31, 2023 or the period from November 11, 2022 through December 31, 2022.

Base management fees under GCM’s advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate NAV of the net assets attributable to Class F shares of GREC II plus an annual percentage of the aggregate NAV of the net assets attributable to Class I, Class D, Class T, and Class S shares in accordance with the following schedule:


Aggregate NAV (Class I, Class D, Class T, and Class S shares)			Management Fee
On NAV up to and including $1,500,000,000			1.75% (0.15% monthly)
On NAV in excess of $1,500,000,000			1.50% (0.13% monthly)

During the year ended December 31, 2023, the Company earned $3.9 million in management fees from GREC II, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023, the Company was owed $2.3 million in management fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets. For the period from May 19, 2022 through December 31, 2022, the Company did not earn any management fees under the advisory agreement due to GREC II’s early stage of development.

The Company is also eligible to receive certain performance-based incentive fees from GREC II, including upon liquidation of GREC II, subject to certain distribution thresholds as defined in the advisory agreement between GCM and GREC II. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the Company recognized $1.7 million and $0.9 million, respectively, related to GREC II performance-based incentive fees, which are included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was owed $0.5 million and $0.9 million, respectively, in performance-based incentive fees, respectively, which are included in Accounts receivable on the Consolidated Balance Sheets.

In addition, the Company earns administrative fee revenue for certain technical, financial, legal, accounting, tax and operational asset management services performed by Greenbacker Administration. Pursuant to the administration agreement between GREC II and Greenbacker Administration, GREC II will reimburse Greenbacker Administration for the costs and expenses incurred by Greenbacker Administration and any sub-administrators in performing their obligations and providing personnel and facilities to GREC II. During the year ended December 31, 2023, the Company earned $3.5 million in administrative fee revenue, which is included in Investment Management revenue on the Consolidated Statements of Operations. The Company did not recognize any administrative fee revenue for the period from May 19, 2022 through December 31, 2022. As of December 31, 2023, the Company was owed $2.4 million in administrative fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets.

During the year ended December 31, 2023, the Company guaranteed $34.9 million of costs to complete ongoing construction of certain facilities currently owned or to be acquired by GREC II pursuant to the terms and conditions of various construction related contracts. As of December 31, 2023, the Company was not aware of any events that could trigger the Company’s obligations under these guarantees. During March 2024, the Company assigned $18.1 million of guarantees to GREC II and intends to assign the remaining guarantees.

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Other Related Party Transactions

The Company entered into secured loans to finance the purchase and installation of energy-efficient lighting with AEC Companies. Certain of the loans with LED Funding LLC, an AEC Company, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties as the members of these entities own a direct, noncontrolling ownership interest in the Company. The loans between the AEC Companies and the Company, and the subsequent leases, were negotiated at arm’s length and contain standard terms and conditions that would be included in third-party lending agreements, including required security and collateral, interest rates based upon risk of the specific loan, and term of the loan. As of December 31, 2023 and 2022, the Company was owed $0.1 million and $0.1 million, respectively, in lease payments from AEC Companies, which is included in Accounts receivable on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the principal balance of the loan receivable was $0.2 million and $0.3 million, respectively, which is included in Other noncurrent assets on the Consolidated Balance Sheets. The interest receivable as of December 31, 2023 and 2022 was not material. The Company received payments of $0.1 million and $0.1 million on the operating leases and the loan receivable, respectively, during both the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022.

On September 1, 2023, GREC (together with the Company) and Mehul Mehta entered into a separation agreement where Mr. Mehta’s role as Chief Investment Officer with the Company terminated on September 1, 2023, and the Company engaged Mr. Mehta as a consultant. Pursuant to the separation agreement, Mr. Mehta will receive cash severance of $1.3 million and a grant of 0.1 million cash-settled restricted share units, of which a certain portion vested on February 17, 2024, with the remainder vesting on February 17, 2025. Mr. Mehta’s previous grant of 0.1 million restricted share units were forfeited. A certain number of Mr. Mehta’s Earnout Shares will vest on an accelerated basis on May 19, 2024. Mr. Mehta will also have the ability to have Class P-I shares repurchased depending on whether the Company’s current SRP has been terminated or suspended. Refer to Note 19. Share-based Compensation for additional information on Mr. Mehta’s forfeited restricted share units and granted cash-settled restricted share units. All participating Earnout Shares and Class P-I shares were reclassified as temporary equity and recorded within Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets.

In addition, the Company entered into a consulting agreement with Mr. Mehta to provide certain consulting, transition and other services. The term of the consulting agreement is from September 1, 2023 through January 2, 2024, with total consideration of $0.2 million paid in accordance with the Company’s normal payroll schedule. The consulting agreement expired in accordance with its terms on January 2, 2024.

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Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests

NCI represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to the Company. For accounting purposes, the holders of NCI of consolidated subsidiaries of the Company include Tax Equity Investors under the tax equity financing facilities as well as the NCI in GDEV GP and GDEV GP II, which are held by an employee of the Company, and GDEV, which NCI was held by other limited partners of the partnership prior to the deconsolidation event on November 18, 2022.

Tax Equity Investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies and utility affiliates that use these investments to reduce future tax liabilities. Depending on the arrangement, until the Tax Equity Investors achieve their agreed-upon rate of return, they are entitled to a portion of the applicable project’s operating cash flow as well as substantially all of the project’s investment tax credits, accelerated depreciation and taxable income or loss. Typically, tax equity financing transactions are structured so that the Tax Equity Investors reach their target return between five and 10 years after the applicable project achieves commercial operation. The Company has determined that the contractual arrangements with Tax Equity Investors represent substantive profit-sharing arrangements and that income or loss should be attributed to these NCIs in each period using a balance sheet approach referred to as the HLBV method. As of December 31, 2023, RNCI attributable to Tax Equity Investors after adjusting the carrying amount to the redemption value was $2.2 million, and nonredeemable NCI attributable to Tax Equity Investors was $113.7 million. As of December 31, 2022, RNCI attributable to Tax Equity Investors after adjusting the carrying amount to the redemption value was $2.0 million, and nonredeemable NCI attributable to Tax Equity Investors was $83.3 million. Net loss attributable to noncontrolling interests for Tax Equity Investors was $95.7 million and $60.7 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. For the year ended December 31, 2023, contributions from Tax Equity Investors, net of syndication costs of $7.1 million, totaled $144.7 million, all of which was received in the period, and distributions to Tax Equity Investors totaled $17.0 million, of which $14.7 million was paid in the period. For the period from May 19, 2022 through December 31, 2022, contributions from Tax Equity Investors net of syndication costs totaled $82.7 million, all of which were received in the period, and distributions to Tax Equity Investors totaled $11.4 million, of which $8.6 million was paid in the period.

The Company allocates income and loss to the NCI in GDEV GP based on the contractual allocations within the GDEV GP operating agreement. As of December 31, 2023 and 2022, the NCI attributable to the GDEV GP was not material and $0.5 million, respectively. Net income (loss) attributable to noncontrolling interests at GDEV GP for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was not material.

The Company allocates income and loss to the NCI in GDEV GP II based on the contractual allocations within the GDEV GP II operating agreement. As of December 31, 2023 and 2022, the NCI attributable to the GDEV GP II was not material. Net income (loss) attributable to noncontrolling interests at GDEV GP II for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was not material.

The noncontrolling interests in GDEV represented the component of equity held by limited partners, excluding the equity held by the Company, prior to the deconsolidation of GDEV on November 18, 2022 as discussed in Note 5. Variable Interest Entities. The portion of the net investment gains (losses) of GDEV attributable to the limited partner investors was allocated to noncontrolling interests prior to the deconsolidation. Net income attributable to noncontrolling interests at GDEV was $1.2 million for the period from May 19, 2022 through November 17, 2022. For the period from May 19, 2022 through November 17, 2022, contributions from the GDEV limited partners totaled $22.2 million, of which $22.2 million was received in the respective period. For the period from May 19, 2022 through November 17, 2022, distributions to the limited partners totaled $2.6 million, all of which were paid in the respective period. As a result of the deconsolidation event on November 18, 2022, there was no NCI attributable to GDEV investors as of December 31, 2023 or 2022.

As of December 31, 2023 and 2022, NCI attributable to other noncontrolling interest was $0.2 million and $0.2 million, respectively.

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Note 18. Equity

General

Pursuant to the terms of the Fifth Operating Agreement, the Company may issue up to 400.0 million shares, 350.0 million of which shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T, P-I shares and Earnout Shares (collectively, common shares), and 50.0 million are designated as preferred shares. Except as described below, each class of common shares will have the same voting rights and rights to participate in distributions payable by the Company.

In connection with the Acquisition, the Company issued 13.1 million newly designated Earnout Shares to Group LLC pursuant to a certificate of share designation of Class EO common shares of the Company (the “Certificate of Designation”).The Certificate of Designation was subsequently amended and restated in February 2024 (the “Amended and Restated Certificate of Designation”). The Amended and Restated Certificate of Designation amended the provision providing for the allocation of net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Company.. Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares,” and are comprised of 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares. Each separate series of Earnout Shares initially do not have the right to participate in any distributions paid by the Company. However, upon the achievement of separate benchmark targets applicable to each series in accordance with the terms of the Amended and Restated Certificate of Designation, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become Participating Earnout Shares and will become entitled to priority allocations of profits and increases in value from the Company, and will (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares for all purposes set forth in the Fifth Operating Agreement. Prior to the satisfaction of these targets as per the terms and conditions of the Amended and Restated Certificate of Designation, Earnout Shares will not be entitled to (x) vote with other shares on matters submitted to the holders of shares generally or (y) receive any distributions made to any other holders of shares (and will not be entitled to any accrual of distributions prior to achieving the targets described in the Amended and Restated Certificate of Designation). As of December 31, 2023, certain Earnout Shares have earned participating status as discussed in Earnout Shares below.

In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I shares and 13.1 million Earnout Shares. Holders of the Class P-I shares or Earnout Shares issued pursuant to the Contribution Agreement will not be permitted to sell or transfer the Class P-I shares or Earnout Shares for twelve months after the closing date of the Acquisition.

The Fifth Operating Agreement authorizes the Company’s Board of Directors, without approval of any of the members, to increase the number of shares the Company is authorized to issue and to classify and reclassify any authorized but unissued class or series of shares into any other class or series of shares having such designations, preferences, right, power and duties as may be specified by the Company's Board of Directors. The Fifth Operating Agreement also authorizes the Company's Board of Directors, without approval of any of the members, to issue additional shares of any class or series for the consideration and on the terms and conditions established by the Company's Board of Directors. In addition, the Company may also issue additional limited liability company interests that have designations, preferences, right, powers and duties that are different from, and may be senior to, those applicable to the common shares.

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Distribution Reinvestment Plan

The Company adopted a DRP through which the Company’s Class A, C and I shareholders could elect to purchase additional shares with distributions from the Company rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the Company's prior public and private offerings. As of April 17, 2023, pursuant to the Company’s Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-251021), the Company was offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the Third Amended and Restated DRP. As of January 17, 2024, the Company ceased offering the shares under the previously effective registration statement, and pursuant to the Company’s new registration statement on Form S-3 (File No. 333-276532), the Company is offering up to $20.0 million in Class A, C and I shares to its existing Class A, C and I shareholders pursuant to the Third Amended and Restated DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares (as discussed in Note 2. Significant Accounting Policies). At its discretion, the Board of Directors may amend, suspend or terminate the DRP as well as modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the Company. A participant may terminate the election to participate in the DRP by written notice to the plan administrator received by the plan administrator at least 10 days prior to the distribution payment date.

As of December 31, 2023, the Company issued 3.3 million Class A shares, 0.6 million Class C shares, 1.6 million Class I shares, 0.1 million Class P-A shares, 2.8 million Class P-I shares, 3.7 thousand Class P-D shares, 1.6 million Class P-S shares, and 14.4 thousand Class P-T shares for a total of 10.0 million aggregate shares issued under the DRP. As of December 31, 2022, the Company issued 2.9 million Class A shares, 0.5 million Class C shares, 1.4 million Class I shares, 48.9 thousand Class P-A shares, 1.6 million Class P-I shares, 2.4 thousand Class P-D shares, 0.9 million Class P-S shares, and 8.2 thousand Class P-T shares for a total of 7.3 million aggregate shares issued under the DRP.

Share Repurchase Program

A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a shareholder must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the Company. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase.

The quarterly share repurchases limits for the SRP are set forth below.


Quarter Ending			Share Repurchase Limit(s)
September 30, 2021, and each quarter thereafter			During any 12-month period, 20.00% of the weighted average number of outstanding shares
			During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters

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The Company delayed the payment with respect to the shares repurchased by the Company for the second quarter and distributed related proceeds in the fourth quarter of 2023. The Company also paid an additional supplemental payment to these redeeming shareholders based on the amount of distributions that the redeeming shareholders would have received from July 1, 2023 through the final date on which the shares are paid, had the Company not repurchased the shares. During the year ended December 31, 2023, the Company recorded and paid $0.7 million related to this supplemental payment to Interest expense, net on the Consolidated Statements of Operations.

Liquidation Performance Unit

In connection with the Acquisition, the Company issued a new Liquidation Performance Unit (the “LPU”) to the LPU Holder to replace the Special Unit previously issued to GCM. The Special Unit was contributed in connection with and immediately prior to the Acquisition from Group LLC, and therefore, was cancelled and terminated. The LPU Holder was formed on May 19, 2022 with the sole purpose of holding the LPU and is a wholly owned subsidiary of Group LLC. As per the terms of the agreement, upon an initial public offering of GREC (the “Listing”) or the liquidation of the Company, the LPU Holder shall be entitled to the Liquidation Performance Participation Distribution, the value and character of which is determined as follows:

a.if the Liquidation Performance Participation Distribution is payable as a result of a liquidation, the Liquidation Performance Participation Distribution will equal 20.00% of the net proceeds from the liquidation remaining after the other members of the Company have received their share of net proceeds; or

b.if the Liquidation Performance Participation Distribution is payable as a result of a Listing, the Liquidation Performance Participation Distribution will equal 20.00% of any premium the Company receives from the Listing. Additionally, the Liquidation Performance Participation Distribution shall be payable by converting the LPU into a number of newly issued Class P-I shares equal to the Liquidation Performance Participation Distribution divided by the Class P-I share value as of the first month end following the 30th trading day following such an IPO.

Since none of the events that would trigger the Liquidation Performance Participation Distribution was considered probable to occur, no liability was recognized related to the LPU as of December 31, 2023.

Additionally, certain employees of the Company received profits interest units from the LPU Holder in exchange for employment services. Since the LPU Holder does not have any other operations or assets, the distribution an employee grantee shall receive from these profits interest units is the equivalent of the Liquidation Performance Participation Distribution the Company shall make to the LPU Holder. The Company has determined that the profits interest units do not represent a substantive class of the Company’s equity, and therefore, shall account for the potential distribution to employees as a payable in accordance with ASC Topic 710, Compensation—General. Since none of the events that would trigger the distribution was considered probable to occur, no liability was recognized as of December 31, 2023, and no compensation expense was recognized for the year ended December 31, 2023.

Earnout Shares

As discussed in Note 3. Acquisitions, on May 19, 2022, the Company completed a management internalization transaction pursuant to which it acquired substantially all of the business and assets including intellectual property and personnel of its external advisor, GCM, Greenbacker Administration and GDEV GP (collectively, the “Acquired Entities”).

The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM's former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements.

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The Earnout Shares included in purchase consideration are classified as contingent consideration liabilities and are subject to recurring fair value measurements until they reach the status of Participating Earnout Shares. As of December 31, 2023, the Run Rate Revenue exceeded $8.3 million but was less than $12.5 million. Accordingly, a total of 3.7 million Tranche 1 Earnout Shares with a fair value of $32.8 million achieved the status of Participating Earnout Shares for the year ended December 31, 2023, which was reclassified from Contingent consideration to Common stock, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the fair value of the Earnout Shares that had not yet achieved the status of Participating Earnout Shares was $42.3 million and $75.7 million, respectively. The change in fair value of the contingent consideration related to Participating Earnout Shares is reclassified from Contingent consideration to Common shares, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. The change in fair value of the contingent consideration, excluding the reclassification associated with Earnout Shares that achieved the status of Participating Earnout Shares, is included in General and administrative expense on the Consolidated Statements of Operations.

As of December 31, 2023, none of the Company’s preferred shares were issued and outstanding.

The following table is a summary of the shares issued, participating and repurchased during the period and outstanding as of December 31, 2023:


(in thousands)	Class A	Class C	Class I	Class P-A	Class P-I	Class P-D	Class P-S	Class P-T	Class EO(1)	Total
Shares outstanding as of May 19, 2022	16,627	2,767	6,445	794	103,334	199	47,048	241	—	177,455
Shares issued to complete the acquisition	—	—	—	—	24,393	—	—	—	—	24,393
Shares issued through reinvestment of distributions	278	61	158	22	810	1	456	4	—	1,790
Shares repurchased	(741)	(155)	(199)	(1)	(3,505)	(6)	(1,008)	—	—	(5,615)
Shares transferred	—	—	—	—	236	—	(234)	—	—	2
Other capital activity	(24)	—	—	—	46	(3)	—	—	—	19
Shares outstanding as of December 31, 2022	16,140	2,673	6,404	815	125,314	191	46,262	245	—	198,044
Shares issued through reinvestment of distributions	411	93	238	35	1,180	1	671	7	—	2,636
Shares repurchased	(742)	(60)	(109)	—	(2,741)	—	(2,156)	(3)	—	(5,811)
Shares transferred	—	—	—	—	264	—	(263)	—	—	1
Other capital activity	—	—	—	—	22	—	—	—	3,730	3,752
Shares outstanding as of December 31, 2023	15,809	2,706	6,533	850	124,039	192	44,514	249	3,730	198,622

(1)Class EO Other capital activity relates to shares that achieved participating Earnout Share status as discussed in Earnout Shares above.

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Distributions

On the last business day of each month, with the authorization of its Board of Directors, the Company declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T, P-S shares and Earnout Shares. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share.


		Class of Share
Distribution Period		A		C		I		P-A		P-I		P-D		P-T		P-S		EO
1-Nov-15	31-Jan-16	$	0.00165	$	0.00165	$	0.00165	$	—	$	—	$	—	$	—	$	—	$	—
1-Feb-16	30-Apr-16	$	0.00166	$	0.00166	$	0.00166	$	—	$	—	$	—	$	—	$	—	$	—
1-May-16	31-Jul-16	$	0.00166	$	0.00166	$	0.00166	$	0.00158	$	0.00158	$	—	$	—	$	—	$	—
1-Aug-16	31-Oct-16	$	0.00168	$	0.00168	$	0.00168	$	0.00160	$	0.00160	$	—	$	—	$	—	$	—
1-Nov-16	31-Jan-17	$	0.00169	$	0.00164	$	0.00169	$	0.00160	$	0.00160	$	—	$	—	$	—	$	—
1-Feb-17	30-Apr-17	$	0.00168	$	0.00164	$	0.00168	$	0.00160	$	0.00160	$	—	$	—	$	—	$	—
1-May-17	31-Jul-17	$	0.00167	$	0.00163	$	0.00167	$	0.00160	$	0.00158	$	—	$	—	$	—	$	—
1-Aug-17	31-Oct-17	$	0.00167	$	0.00163	$	0.00167	$	—	$	0.00159	$	—	$	—	$	—	$	—
1-Nov-17	31-Oct-18	$	0.00167	$	0.00163	$	0.00167	$	—	$	0.00158	$	—	$	—	$	—	$	—
1-Nov-18	30-Apr-20	$	0.00167	$	0.00163	$	0.00167	$	0.00165	$	0.00158	$	—	$	—	$	—	$	—
1-May-20	30-Nov-20	$	0.00152	$	0.00149	$	0.00152	$	0.00153	$	0.00158	$	—	$	—	$	—	$	—
1-Dec-20	30-Jun-23	$	0.00152	$	0.00149	$	0.00152	$	0.00152	$	0.00158	$	0.00158	$	0.00158	$	0.00158	$	—
1-Jul-23	31-Dec-23	$	0.00152	$	0.00149	$	0.00152	$	0.00152	$	0.00158	$	0.00158	$	0.00158	$	0.00158	$	0.00158

The following table reflects the distributions declared during the year ended December 31, 2023:


(in thousands)
Pay Date	Paid in Cash		Value of Shares Issued under DRP		Total
February 1, 2023	$	7,386	$	1,975	$	9,361
March 1, 2023	6,679		1,777		8,456
March 31, 2023	7,420		1,942		9,362
May 1, 2023	7,114		1,888		9,002
June 1, 2023	7,373		1,934		9,307
July 3, 2023	7,145		1,871		9,016
August 1, 2023	7,232		1,926		9,158
September 1, 2023	7,226		1,935		9,161
October 2, 2023	7,003		1,872		8,875
November 2, 2023	7,352		1,841		9,193
December 1, 2023	7,964		1,746		9,710
January 2, 2024	7,606		1,786		9,392
Total	$	87,500	$	22,493	$	109,993

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The following table reflects the distributions declared during the period from May 19, 2022 through December 31, 2022:


(in thousands)
Pay Date	Paid in cash		Value of Shares Issued under DRP		Total
June 1, 2022	$	6,954	$	2,020	$	8,974
July 1, 2022	7,345		1,890		9,235
August 1, 2022	7,570		1,955		9,525
September 1, 2022	7,565		1,973		9,538
October 3, 2022	7,313		1,923		9,236
November 1, 2022	7,507		1,987		9,494
December 1, 2022	7,271		1,930		9,201
January 3, 2023	7,703		1,968		9,671
Total	$	59,228	$	15,646	$	74,874

All distributions paid for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 are expected to be reported as a return of capital to members for tax reporting purposes.

Beginning July 1, 2023, the Company authorized and declared distributions for Earnout Shares in cash.

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Note 19. Share-based Compensation

In May 2023, the Company’s Board of Directors adopted the 2023 Equity Incentive Plan, which authorized an aggregate of 5% of the common shares that are issued and outstanding as Class P-I shares for issuance to employees and non-employee directors. The maximum number of common shares authorized will be automatically increased by 1% on each anniversary of the effective date of the 2023 Equity Incentive Plan, until the total aggregate amount of issuable shares is 10% of the common shares issued and outstanding. The 2023 Equity Incentive Plan allows for the issuance of certain share awards. The Company’s Board of Directors determines the period over which share-based awards become exercisable and awards generally vest over a one to four-year period. As of December 31, 2023, there were 8.5 million shares available for future grants under the 2023 Equity Incentive Plan.

Share-based compensation expense is recognized within Direct operating costs and General and administrative expense on the Consolidated Statements of Operations. The Company accounts for forfeitures as they occur. The following table summarizes share-based compensation expense recognized during the year ended December 31, 2023:


(in thousands)	For the year ended December 31, 2023
Restricted share units	$	370
Cash-settled restricted share units	678
Performance restricted share units	441
Director’s fees	195
GDEV I incentive fees(1)	919
GDEV II special profits interest	164
EO Awards(2)	8,481
Total	$	11,248

(1) The GDEV I incentive fees are carried interest that were issued by GDEV GP to certain employees of GCM that provided services to GDEV GP. Refer to Note 3. Acquisitions for additional information.

(2) The Earnout Shares were granted in connection with the Acquisition. Refer to Note 3. Acquisitions for additional information.

Restricted Share Units

The Company grants service-based restricted share units to employees and non-employee directors under the 2023 Equity Incentive Plan. Compensation expense for these service-based restricted share units is based on the MSV of the Company’s Class P-I shares on the business day prior to grant and is recognized ratably over the service period. There were 0.4 million of restricted share units granted during the year ended December 31, 2023 with a weighted average fair value of $8.03 per share. Unrecognized compensation expense related to restricted share units as of December 31, 2023 was $1.7 million, which the Company expects to recognize over a weighted average period of 1.56 years.

The following table provides a summary of the restricted share unit activity during the year ended December 31, 2023:


(in thousands, except for per share data)	Restricted Share Units	Weighted Average Fair Value
Unvested balance as of December 31, 2022	—	$	—
Granted	352	$	8.03

Forfeited	(85)	$	8.83
Unvested balance as of December 31, 2023	267	$	7.78

Forfeited units during the year ended December 31, 2023 were re-granted as cash-settled restricted share units.

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Cash-Settled Restricted Share Units

As discussed in Note 16. Related Parties, in September 2023, 0.1 million previously issued restricted share units were forfeited and the Company simultaneously awarded 0.1 million new cash-settled restricted share units to a former employee of the Company. Of these cash-settled restricted share units, 67% will vest on February 17, 2024, and 33% will vest on February 17, 2025 if the employee does not violate the terms of a restrictive covenant set forth in such former employee’s separation agreement with the Company. The awards were fully vested on the grant date because the restrictive covenant does not create a substantive service condition. The fair value of these cash-settled restricted share units was $0.7 million on the grant date. The cash-settled restricted share units are measured at fair value each quarter until settled. The change in the fair value of the cash-settled restricted share units from the grant date through December 31, 2023 was not material.

Performance Restricted Share Units

In August 2023, the Company granted performance restricted share units of up to 1.1 million shares of the Company’s Class P-I shares to certain employees. The awards had a grant date fair value of approximately $4.7 million using a Black-Scholes-Merton model. The performance restricted share units are both a market and service-based award in accordance with ASC 718. Shares under this award will be earned based on total shareholder return between May 23, 2023 and May 23, 2026. Shares earned will vest on August 9, 2027. The Company will recognize the entire $4.7 million of compensation expense for this award, regardless of whether such conditions are met, over the requisite service period unless units are forfeited during the period.

The following table summarizes the assumptions and related information used to determine the grant-date fair value of performance restricted share units awarded for the August 2023 performance restricted share unit grant:


Inputs	Performance Restricted Share Units
Weighted average grant-date fair value per Class P-I share	$	8.76
Performance period (in years)	3.0
Expected share volatility	32.2		%
Dividend yield	—		%
Daily distribution rate	$	0.00158
Risk-free interest rate	4.5		%

The following table provides a summary of performance restricted share unit activity during the year ended December 31, 2023:


(in thousands, except per share data)	Performance Restricted Share Units	Weighted Average Fair Value
Unvested balance as of December 31, 2022	—	$	—
Granted	1,067	$	4.40


Unvested balance as of December 31, 2023	1,067	$	4.40

EO Awards

The Company recognized share-based compensation expenses of $8.5 million and $6.9 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively, related to the EO Awards, which are included in General and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2023, unrecognized share-based compensation expense associated with the EO Awards is $15.2 million, which is expected to be amortized over a weighted average period of 2.0 years. The Company recognized total forfeitures of $2.2 million and $0.1 million during the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. Refer to Note 3. Acquisitions for additional details.

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GDEV I Incentive Fees

The GDEV I incentive fees were carried interest issued by GDEV GP to certain employees of GCM that provided services to GDEV GP. The Company accounts for the carried interests issued to employees in accordance with ASC 710. The carried interests issued to employees are liability classified, and compensation expense for the carried interests is based on the change in the fair value of the carried interests. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the compensation expense recognized on the carried interests was $0.9 million and $0.4 million, respectively, which are included in General and administrative expenses in the Consolidated Statements of Operations. Refer to Note 3. Acquisitions for additional details.

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Note 20. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated:


(in thousands, except per share data)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Basic and diluted:
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(79,471)	$	(724)


Weighted average common shares outstanding used in computing net loss per share—basic	199,293		201,668

Weighted average common shares outstanding used in computing net loss per share—diluted	199,293		201,668

Net loss attributable to Greenbacker Renewable Energy Company LLC
Net loss per share—basic	$	(0.40)	$	0.00
Net loss per share—diluted	$	(0.40)	$	0.00

Securities that could potentially be dilutive are excluded from the computation of diluted loss per share when a loss from continuing operations exists because their inclusion would result in an anti-dilutive effect on per share amounts. The effect of 1.4 million shares related to the Company’s share-based compensation awards for the year ended December 31, 2023 were excluded from the calculation of diluted earnings per share as effect of such shares would have been anti-dilutive. The Company did not have any potentially dilutive shares for the period from May 19, 2022 through December 31, 2022.

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Note 21. Segment Reporting

The Company determines its operating segments and reports segment information in accordance with how the Company’s CODM allocates resources and assesses performance. The Company’s CODM is its Chief Executive Officer. The Company’s operating segments are aggregated into two reportable segments, described below:

•IM – The IM business represents GCM’s investment management platform, which is a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. The IM business also includes administrative services provided by Greenbacker Administration for managed funds in the renewable energy industry as an additional revenue stream.

The following table presents the Company’s reportable segment financial results:


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Energy revenue	$	159,301	$	101,596
Other revenue	8,434		7,506
Contract amortization, net	(8,060)		(10,529)
Total IPP revenue	$	159,675	$	98,573

Investment Management revenue	$	13,490	$	1,919

The Company's CODM evaluates the financial performance of each segment using Segment Adjusted EBITDA, which excludes: (i) unallocated corporate expenses; (ii) interest expense; (iii) income taxes; (iv) depreciation expense; (v) amortization expense (including contract amortization); (vi) accretion; (vii) impairment of long-lived assets; (viii) share-based compensation; (ix) other non-recurring costs that are unrelated to the continuing operations of the Company’s segments; and (x) amounts attributable to our redeemable and non-redeemable controlling interests. Additionally, the Company does not allocate foreign currency gains and losses, other income and losses, change in fair value of contingent consideration (if any), and unrealized gains and losses to our operating segments. See “Results of Operations - Non-Investment Basis” Item 2 for additional discussion on Segment Adjusted EBITDA and segment results.

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The following table reconciles total Segment Adjusted EBITDA to Net loss attributable to Greenbacker Renewable Energy Company LLC:


(in thousands)	For the year ended December 31, 2023		For the period from May 19, 2022 through December 31, 2022
Segment Adjusted EBITDA:
IPP Adjusted EBITDA	$	62,180	$	53,627
IM Adjusted EBITDA	(2,674)		(8,480)
Total Segment Adjusted EBITDA	$	59,506	$	45,147

Reconciliation:
Total Segment Adjusted EBITDA	$	59,506	$	45,147
Unallocated corporate expenses	(27,754)		(18,767)
Total Adjusted EBITDA	31,752		26,380

Less:
Share-based compensation expense	11,248		6,903
Change in fair value of contingent consideration	(603)		2,100
Non-recurring professional services and legal fees	3,388		7,593
Non-recurring salaries and personnel related expenses	1,250		—
Depreciation, amortization and accretion(1)	134,647		49,772

Impairment of long-lived assets	59,294		—

Operating loss	$	(177,472)	$	(39,988)

Interest expense, net	(40,519)		(15,889)
Realized gain (loss) on interest rate swaps, net	2,428		(1,322)
Unrealized gain (loss) on interest rate swaps, net	17,763		(249)
Unrealized gain on investments, net	932		398
Other expense, net	(267)		(108)
Net loss before income taxes	$	(197,135)	$	(57,158)

Benefit from (provision for) income taxes	21,548		(3,005)
Net loss	$	(175,587)	$	(60,163)

Less: Net loss attributable to noncontrolling interests	(96,935)		(59,439)
Less: Net income attributable to redeemable noncontrolling interests	819		—
Net loss attributable to Greenbacker Renewable Energy Company LLC	$	(79,471)	$	(724)

(1)Includes contract amortization, net in the amount of $8.1 million, and $10.5 million for the year ended December 31, 2023, and the period from May 19, 2022 through December 31, 2022, respectively, which are included in Contract amortization, net on the Consolidated Statements of Operations.

Assets are not allocated to the Company’s segments for internal reporting purposes.

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Note 22. Subsequent Events

The Company has evaluated events that have occurred after the balance sheet date but before the financial statements are issued and has determined that there were no subsequent events requiring adjustment or disclosure in the Consolidated Financial Statements, except as described below:

On January 17, 2024, the Company filed a registration statement on Form S-3 (File No. 333-276532) offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the Third Amended and Restated DRP, which allows existing holders of shares to elect to have the full amount of their cash distributions from the Company reinvested in additional shares of the same share class rather than receive the cash distributions. Subsequently, on February 26, 2024, the Company filed Post-Effective Amendment No. 2 to Form S-3 on Form S-1 (File No. 333-251021) deregistering its previously effective registration statement offering shares pursuant to the Third Amended and Restated DRP. The Company ceased offering the shares under the previously effective registration statement on January 17, 2024, which is the effective date of the Company’s new registration statement on Form S-3. The Company accepted aggregate gross proceeds of $19.6 million under the previously effective registration statement and deregistered the remaining $0.4 million from the offering.

On January 22, 2024, the Company borrowed $13.6 million under its GREC Warehouse Holdings I LLC revolving credit facility.

On January 23, 2024, the Company amended the Dogwood GB Manager LLC loan agreement to decrease the maximum commitment amount from $90.6 million to $58.7 million.

On February 8, 2024, the Company filed a registration statement on Form S-8 (File No. 333-276944), registering 8,469,497 Class P-I shares to be offered to participants pursuant to the 2023 Equity Incentive Plan.

On February 9, 2024, the Company terminated one deal contingent swap and received consideration of $47.2 million.

On February 29, 2024, the Company entered into a sale-leaseback arrangement related to a wind asset with an initial lease term of 20 years for total cash proceeds of $111.5 million. The Company utilized the proceeds to pay down $32.9 million of existing debt for GB Wind Holdco LLC. In accordance with the lease agreements, the Company has two early buyout options in 2029 and 2033. As part of the arrangement, the Company will still operate and earn revenues from the facilities throughout the lease term while the lessor will be entitled to all available tax credits. As part of the sale-leaseback transaction, the Company entered into a tax indemnity agreement.

On March 8, 2024, the Company received tax equity funding of $5.7 million.

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Report of Independent Registered Public Accounting Firm

To the Members and Board of Directors
Greenbacker Renewable Energy Company LLC:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of operations, changes in net assets, and cash flows of Greenbacker Renewable Energy Company LLC and subsidiaries (the Company) for the period from January 1, 2022 to May 18, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations, changes in net assets, and cash flows of the Company for the period from January 1, 2022 to May 18, 2022 in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Fair Value of Certain Level III Investments

As discussed in Notes 2, 3, and 4 to the consolidated financial statements, the Company measures its investments at fair value using different valuation techniques including the income, cost, or market approach. The income approach requires multiple inputs, including discount rates, expected cash flows, and other inputs. For the period from January 1, 2022 to May 18, 2022, the Company recorded a net change in unrealized appreciation on investments of $13.6 million, which represents the impact of the change in fair value of the Company’s investments.

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We identified the assessment of fair value for the Level III portfolio investments utilizing the income approach as a critical audit matter. Evaluating certain assumptions used to measure the fair value of the Level III portfolio investments utilizing the income approach involved a high degree of subjective auditor judgment. Specifically, subjective auditor judgment was required to assess the discount rates applied to the forecasted cash flows of these Level III portfolio investments. In addition, evaluation of the discount rates required the involvement of valuation professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain controls over the Company’s process to measure the fair value of Level III portfolio investments, including controls related to the development of the discount rates. We involved valuation professionals with specialized skills and knowledge, who for a selection of investments evaluated the discount rates used by the Company by comparing them to a range of independently developed discount rates using publicly available market data for comparable companies.

We have served as the Company’s auditor since 2012.

New York, New York
March 31, 2023

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Consolidated Financial Statements (Investment Basis)

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)


	For the period from January 1, 2022 through May 18, 2022
Investment income:
Investment income from controlled, affiliated investments:
Dividend income	$	12,547
Total investment income from controlled, affiliated investments	$	12,547

Investment income from non-controlled, non-affiliated investments:
Interest income	1,279
Total investment income	$	13,826

Operating expenses:
Management fee expense	10,662
Audit and tax expense	907
Interest and financing expenses	1,314
General and administration expenses	206
Performance participation fee	384
Legal expenses	3,041
Directors fees and expenses	568
Transfer agent expense	301
Other professional fees expenses	2,532
Administrator expenses	2,155
Other expenses *	957
Total expenses	23,027
Net investment loss before taxes	(9,201)
(Benefit from) income taxes	(4,315)
Net investment loss	(4,886)

Net change in realized and unrealized gain (loss) on investments, foreign currency translation and deferred tax assets:
Net realized loss on investments	(2)
Net change in unrealized appreciation (depreciation) on:
Investments	13,648
Foreign currency translation	(26)
Swap contracts	35,266
(Provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts	(13,223)
Net increase in net assets attributed to members' equity	$	30,777

Common share per share information —basic and diluted:
Net investment loss	$	(0.03)
Net increase in net assets attributed to members' equity	$	0.18
Weighted average common shares outstanding	174,130

* For the period from January 1, 2022 through May 18, 2022, Other expenses includes $0.7 million of net realized losses on swap contracts.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

(in thousands)


	Shares	Par Value		Paid-in capital in excess of par value		Accumulated deficit		Accumulated net realized gain on investments		Accumulated unrealized appreciation (depreciation) on investments, net of deferred taxes		Accumulated unrealized appreciation (depreciation) on foreign currency translation		Accumulated unrealized appreciation (depreciation) on swap contracts		Total members’ equity (net assets)
Balances as of December 31, 2021	165,384	$	165	$	1,468,108	$	(134,629)	$	18,112	$	93,894	$	(98)	$	(6,242)	$	1,439,310
Proceeds from issuance of common shares, net	11,925	12		104,940		—		—		—		—		—		104,952
Issuance of common shares under distribution reinvestment plan	865	1		7,485		—		—		—		—		—		7,486
Repurchases of common shares	(719)	(1)		(6,262)		—		—		—		—		—		(6,263)
Offering costs	—	—		(229)		—		—		—		—		—		(229)
Deferred sales commissions	—	—		—		(93)		—		—		—		—		(93)
Shareholder distributions	—	—		—		(32,203)		—		—		—		—		(32,203)
Net investment loss	—	—		—		(4,886)		—		—		—		—		(4,886)
Net realized loss on investments	—	—		—		—		(2)		—		—		—		(2)
Net change in unrealized appreciation on investments	—	—		—		—		—		13,648		—		—		13,648
Net change in unrealized depreciation on foreign currency translation	—	—		—		—		—		—		(26)		—		(26)
Net change in unrealized appreciation on swap contracts	—	—		—		—		—		—		—		35,267		35,267
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts	—	—		—		—		—		(13,223)		—		—		(13,223)
Balances as of May 18, 2022	177,455	$	177	$	1,574,042	$	(171,811)	$	18,110	$	94,319	$	(124)	$	29,025	$	1,543,738

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)


	For the period from January 1, 2022 through May 18, 2022
Operating activities:
Net increase in net assets from operations	$	30,777
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities:
Amortization of deferred financing costs	520
Gross funding of new or existing investments	(339,424)
Return of capital	210,520
Proceeds from principal payments and sales of investments	12,325
Sales of money market funds, net	52,101
Net realized loss on investments	2
Net change in unrealized (appreciation) on investments	(13,648)
Net change in unrealized depreciation on foreign currency translation	26
Net change in unrealized (appreciation) on swap contracts	(35,265)
Deferred tax expense	8,908
(Increase) decrease in other assets:
Receivable for investments sold	70
Receivable for return of capital	(498)
Dividend receivable	(1,320)
Other assets	821
Increase (decrease) in other liabilities:
Payable for investments purchased	324
Management fee payable	(861)
Performance participation fee payable	(2,975)
Accounts payable and accrued expenses	5,932
Net cash (used in) operating activities	(71,665)

Financing activities:
Paydowns on credit facility and term note	(1,267)
Proceeds from issuance of common shares, net	105,248
Distributions paid	(30,891)
Offering costs	(809)
Deferred sales commission	(661)
Repurchases of common shares	(13,756)
Net cash provided by financing activities	57,864

Net decrease in cash and cash equivalents	(13,801)
Cash, cash equivalents and restricted cash, beginning of period	121,863
Cash, cash equivalents and restricted cash, end of period	$	108,062

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	72,110
Restricted cash	35,952
Total cash, cash equivalents and restricted cash	$	108,062

Supplemental disclosure of cash flow information:
Cash interest paid during the period	$	532

Due to GCM for offering costs	$	28
Deferred sales commission payable	$	4,059

The accompanying notes are an integral part of these Consolidated Financial Statements.

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GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

These Notes to the Consolidated Financial Statements were prepared under the Investment Basis as of and for the period(s) ended May 18, 2022. All references to the “LLC” in these Notes refer to Greenbacker Renewable Energy Company LLC and its consolidated subsidiaries (GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC), unless otherwise expressly stated or context requires otherwise.

Note 1. Organization and Operations of the LLC

For a detailed description, refer to Note 1. Organization and Operations of the Company as included in the Notes to the Consolidated Financial Statements as included in the Non-Investment Basis section of Item 8 of this Annual Report.

Prior to May 19, 2022, the LLC was externally managed and is an energy company that acquires, constructs and operates renewable energy and energy efficiency projects as well as finances the construction and/or operation of these and other sustainable development projects and businesses. The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC. GREC is a Maryland corporation formed in November 2011, and the LLC currently holds all the outstanding shares of capital stock of GREC. GREC HoldCo, a wholly owned subsidiary of GREC, was formed in Delaware in June 2016. GREC Administration LLC and Danforth Shared Services LLC, both wholly owned subsidiaries of GREC, were formed in Delaware in January 2020 and May 2019, respectively. The consolidated financial results of the LLC have historically included the results of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, and GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to LLC and its subsidiaries. As of and prior to May 18, 2022, the use of “we”, “us”, and “our” refer, collectively to the LLC, GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC, unless otherwise expressly stated or context otherwise requires.

The LLC was externally managed and advised by GCM, a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. GCM was acquired by the LLC as part of the Acquisition on May 19, 2022.

Note 2. Significant Accounting Policies

Basis of Presentation

The LLC’s Consolidated Financial Statements are prepared in accordance with U.S. GAAP, which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Actual results could differ from those estimates, assumptions and judgments. Significant items subject to such estimates will include determining the fair value of investments, revenue recognition, income tax uncertainties and other contingencies. As of and prior to May 18, 2022, the Consolidated Financial Statements of the LLC include the accounts of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to the LLC. All intercompany accounts and transactions have been eliminated.

Since inception and through May 18, 2022, the LLC’s Consolidated Financial Statements were prepared using the specialized accounting principles of ASC 946. In accordance with this specialized accounting guidance, also referred to as the Investment Basis, the LLC recognized and carried all its investments, including investments in the underlying operating entities, at fair value with changes in fair value recognized in earnings. Additionally, the LLC did not apply the equity method of accounting to its investments. The LLC carried its liabilities at amounts payable, net of unamortized premiums or discounts. The LLC did not elect to carry its non-investment liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities.

The financial information associated with the Consolidated Financial Statements under the Investment Basis has been prepared by management and, in the opinion of management, contains all adjustments and eliminations necessary for a fair presentation in accordance with U.S. GAAP.

The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding.

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Basis of Consolidation

As provided under Regulation S-X and ASC 946, the LLC would generally not consolidate its investment in a company other than a wholly owned investment company or controlled operating company whose business consists of providing services to the LLC. Accordingly, the LLC consolidated in its Consolidated Financial Statements the accounts of certain wholly owned subsidiaries that meet the criteria. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash consists of demand deposits at a financial institution. Such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits. The LLC has not experienced any losses in any such accounts.

Restricted Cash

Restricted cash consists of cash accounts or letters of credit that are restricted for use on specific investments.

Foreign Currency Translation

The accounting records of the LLC are maintained in U.S. Dollars. The fair value of investments and other assets and liabilities denominated in non-U.S. currencies are translated into U.S. Dollars using the exchange rate at the end of each reporting period. Amounts related to the purchases and sales of investments, investment income and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions.

Net unrealized currency gains and losses arising from valuing foreign currency-denominated assets and liabilities at the current exchange rate are reflected as part of Net change in unrealized appreciation (depreciation) on Foreign currency translation in the Consolidated Statement of Operations.

Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.

Valuation of Investments at Fair Value

ASC Topic 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value. The LLC recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transaction costs that may be incurred upon disposition of the investments.

GCM has established procedures to estimate the fair value of its investments that the LLC’s Board of Directors has reviewed and approved. To the extent that such market data is available, the LLC will use observable market data to estimate the fair value of investments. In the absence of quoted market prices in active markets, or quoted market prices for similar assets in markets that are not active, the LLC will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances. These methodologies incorporate the LLC’s assumptions about the factors that a market participant would use to value the asset.

The LLC considers investments in money market funds to be short-term investments. Short-term investments are stated at cost, which approximates fair value.

For investments for which quoted market prices are not available, which comprise most of our investment portfolio, fair value is estimated by using the cost, income or market approach. The income approach assumes that value is created by the expectation of future benefits, discounted by a risk premium, to calculate a current cash value. This estimate is the fair value: the amount an investor would be willing to pay to receive those future benefits. The market approach compares either recent comparable transactions to the investment or an offer to purchase an investment based upon a qualified bid: a signed term sheet and/or a signed purchase agreement. Adjustments to proposed prices are made to account for the probability of the deal closing, changes between proposed and executed terms, and any dissimilarity between the comparable transactions and their underlying investments. If multiple bids are qualified in the same valuation period, a blended market approach will be calculated.

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Prior to the second quarter of 2020, fair value for pre-operational assets was approximated using the cost approach. Beginning in the second quarter of 2020, GCM expanded the criteria whereby certain pre-operational assets are identified and qualified for the income approach, rather than the cost approach, for approximating fair value. GCM considers all owned assets that are fully construction-ready with no impediments to begin construction and where the costs to complete such projects are well understood for the income approach. The fair value of such eligible projects is determined based upon a discounted cash flow methodology. If the portfolio has any significant portion of value that remains subject to negotiation or contract or if other significant risks to complete the project exist, the investment may be held at cost, as an approximation of fair value. These valuation methodologies involve a significant degree of judgment by GCM.

Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets.

Level 3: Inputs derived from a significant amount of unobservable market data and derived primarily through the use of internal valuation methodologies.

Calculation of Net Asset Value

NAV by share class is calculated by subtracting total liabilities for each class from the total carrying amount of all assets for that class, which includes the fair value of investments. NAV per share is calculated by dividing net asset value for each class by the total number of outstanding common shares for that class on the reporting date. For purposes of calculating our NAV, the LLC carries all liabilities at cost.

Earnings per Share

In accordance with the provisions of ASC Topic 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common members by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.

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The following information sets forth the computation of the weighted average basic and diluted net increase in net assets attributed to common members per share and net investment loss per share for the period from January 1, 2022 through May 18, 2022.


(in thousands, except per share data)	For the period from January 1, 2022 through May 18, 2022
Basic and diluted
Net investment loss	$	(4,886)
Net increase in net assets attributed to common members	$	30,777
Net investment loss per share	$	(0.03)
Net increase in net assets attributed to common members per share	$	0.18
Weighted average common shares outstanding	174,130

Revenue Recognition

To the extent the LLC expects to collect such amounts, interest income is recorded on an accrual basis. If there is reason to doubt an ability to collect such interest, interest receivable on loans is not accrued for accounting purposes. Original issue discounts, market discounts or market premiums are accreted or amortized using the effective interest method as interest income. Prepayment premiums on loans are recorded as interest income when received. Any application, origination or other fees earned by the LLC in arranging or issuing debt are amortized over the expected term of the loan.

Loans are placed on non-accrual status when principal and interest are 90 days or more past due, or when there is a reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are generally restored to accrual status when past due and principal and interest is paid and, in management’s judgment, is likely to remain current.

Dividend income is recorded when dividends are declared and determined that collection is probable. The timing and amount of dividend income is determined on at least a quarterly basis and, in certain cases, can only be determined quarterly based on the underlying project company agreements. This process includes an analysis at the individual project company level based on cash available from operations and working capital needed for the project company operations. Dividend income from the LLC's privately held, equity investments is recognized when approved.

Dividend income as reported on the Consolidated Statement of Operations reflects dividend income from project companies less any expenses incurred by the LLC or GREC for the services provided by Greenbacker Administration directly relating to the ongoing operation of the project companies.

Administrator Expenses

Greenbacker Administration served as the LLC’s administrator from commencement of operations through May 18, 2022. Under the terms of the Administration Agreement between the LLC, GREC and the Administrator, certain asset management, construction management, compliance and oversight services, as well as asset accounting and administrative services, were performed by the Administrator. The Administration Agreement was terminated in connection with the Acquisition. The fees incurred for these services are recorded as a reduction to Dividend income in the Consolidated Statement of Operations to the extent that there is sufficient dividend income from the individual project entities. Administrator expenses in excess of dividend income are recorded with Operating expenses on the Consolidated Statement of Operations.

For the period from January 1, 2022 through May 18, 2022, the LLC incurred expenses from the Administrator in excess of the dividend income from the project companies due to the structure of certain of the project company agreements that only allow for distributions to be determined quarterly. The Administrator expense in excess of dividend income was $2.2 million and was recorded as Administrator expenses on the Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments

Without regard to unrealized appreciation or depreciation previously recognized, realized gains or losses will be measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset. Net change in unrealized appreciation or depreciation will reflect the change in investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

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Payment-in-Kind

For loans with contractual payment-in-kind interest, if the fair value of the investment indicates that such interest is collectible, any interest will be added to the principal balance of such investments and be recorded as income.

Distribution Policy

Distributions to members, if any, will be authorized and declared by the LLC's Board of Directors quarterly in advance and paid monthly. From time to time, we may also pay interim special distributions in the form of cash or shares, with the approval of our Board of Directors. Distributions will be made on all classes of shares at the same time. The cash distributions paid to the shareholder with respect to the Class C, P-S and P-T shares will be lower than the cash distributions with respect to the LLC’s other share classes because of the distribution fee associated with the Class C, P-S and P-T shares, which is allocated specifically to these classes' net assets. Amounts distributed to each class are allocated amongst the holders of the shares in such class in proportion to their shares. Distributions declared by our Board of Directors are recognized as distribution liabilities on the ex-dividend date.

Organization and Offering Costs

O&O costs other than sales commissions and the dealer manager fee, were initially paid by GCM and/or dealer manager on behalf of the LLC in connection with its formation and the offering of its shares pursuant to now-terminated Registration Statements on Form S-1 (File No. 333-178786-01 and File No. 333-211571, respectively).

Prior to the Acquisition, the LLC was obligated to reimburse GCM for O&O costs that it incurred on behalf of the LLC, in accordance with the Advisory Agreement. However, with respect to the LLC’s public offerings, the aggregate of selling commissions, dealer manager fees and other O&O costs borne by the LLC was not to exceed 15.00% of gross offering proceeds.

Offering costs incurred by GCM in conjunction with the offering of shares of Class P-A, P-S, P-T and P-D under our private placement memoranda were subject to the reimbursement by the LLC up to 0.50% (50 basis points) of gross offering proceeds for each such class of shares. The costs incurred by GCM prior to the Acquisition and costs incurred by our dealer manager were recognized as a liability of the LLC to the extent that the LLC was obligated to reimburse GCM and/or dealer manager. When recognized by the LLC, organizational costs are expensed and offering costs, excluding selling commissions and dealer manager fees, were recognized as a reduction of the proceeds from the offering. In connection with the Acquisition, all O&O costs due to GCM were paid concurrently with the closing of the Acquisition on May 19, 2022. Following the Acquisition, the LLC is no longer obligated to reimburse GCM for O&O costs.

Financing Costs

Financing costs incurred by the LLC for the issuance of debt liabilities are deferred and amortized using the straight-line method over the life of the debt liability. Financing costs related to debt liabilities incurred by the LLC are presented as a direct deduction from the carrying amount of that debt liability.

Return of Capital Receivable

For operational assets, if the project company has inadequate cash to fund day-to-day expenses, the LLC will loan funds to that project company through an investment. Once the project company has adequate cash, they will repay the loan by sending a return of capital distribution.

Performance Participation Fee

Under the Fourth Operating Agreement, the incentive fee payable by the LLC was simplified to be structured with two components: the “Performance Participation Fee” and the “Liquidation Performance Participation Fee” (each as defined in Note 4. Related Party Agreements and Transaction Agreements). Prior to the Acquisition, the Performance Participation Fee was based on the LLC's total return amount during the relevant calculation period. The calculation of the Performance Participation Fee is further detailed in Note 4. Related Party Agreements and Transaction Agreements. The Performance Participation Fee was accounted for and classified as an operating expense and reflected as the Performance participation fee on the Consolidated Statement of Operations. The Performance participation fee recorded on the Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022 is $0.4 million.

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Deferred Sales Commissions

The LLC defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of the Class C shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the LLC; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) the date which approximates an expected liquidity event for the LLC; or (2) the expected holding period of the investment. The upfront liability is calculated at the time of sale, using the 85 basis points per annum fee, multiplied by the expected holding period of such share. Deferred sales commissions for Class C, P-T and P-S are paid monthly, in the form of a reduction to shareholder distributions, to the third-party dealer manager at a rate equal to 1/12th of 85 basis points. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained.

Reclassifications

Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications had no impact on prior periods’ results.

Derivative Instruments

The LLC may utilize interest rate swaps to modify interest rate characteristics of existing debt obligations to manage interest rate exposure. These are recorded at fair value either as assets or liabilities with changes in the fair value of interest rate swaps during the period recognized as either an unrealized appreciation or depreciation in the accompanying Consolidated Statements of Operations. On the expiration, termination or settlement of a derivatives contract, the LLC generally records a gain or loss. When there is a master netting agreement with a financial institution, any gain or loss on interest rate swaps with the same financial institution are netted for financial statement presentation.

The effect of derivative instruments on the Consolidated Statement of Operations


(in thousands)
Risk Exposure	Change in net unrealized appreciation on derivative transactions for the period from January 1, 2022 through May 18, 2022
Swaps
Interest Rate Risk	$	35,266
	$	35,266


(in thousands)
Risk Exposure	Other expenses for the period from January 1, 2022 through May 18, 2022
Swaps
Interest Rate Risk	$	651
	$	651

By using derivative instruments, the LLC is exposed to the counterparty’s credit risk — the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The LLC’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the Consolidated Financial Statements. As appropriate, the LLC minimizes counterparty credit risk through credit monitoring procedures and managing margin and collateral requirements.

During December 2021, the LLC entered into an agreement for the purpose of hedging our investment in a pre-operating solar facility that the LLC has contracted to acquire. The derivative instrument has a trade date of December 15, 2021, an effective date of March 31, 2024 and an initial notional amount of $284.7 million. The fixed rate is 1.60%. Per the terms of the agreement, the swap is contingent on the transaction closing. While the transaction has not yet closed, in order to lock in the terms, the LLC made a payment for the amount of $5.0 million to be maintained as cash collateral.

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Income Taxes

The LLC intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that the LLC will not meet the qualifying income exception and will not qualify to be treated as a partnership. If the LLC does not meet the qualifying income exception, the members would then be treated as stockholders in a corporation, and the LLC would become taxable as a corporation for U.S. federal income tax purposes under the Internal Revenue Code, the LLC would be required to pay income tax at corporate rates on its net taxable income. To the extent of the LLC’s earnings and profits, and the payment of the distributions would not be deductible by the LLC, distributions to members from the LLC would constitute dividend income taxable to such members.

The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC, which is a corporation that is subject to federal, state, provincial, local and foreign income taxes based on income. Accordingly, most of its operations will be subject to U.S. federal, state, provincial, local and foreign income taxes in the jurisdictions in which it resides. As of May 18, 2022, including territories and provinces, the portfolio resides in 36 jurisdictions.

The LLC does not consolidate its investments for financial statements; rather, it accounts for its investments at fair value under the specialized accounting of ASC 946. The tax attributes of the individual investments will be considered and incorporated in the LLC’s fair value estimates for those investments. The amounts recognized in the Consolidated Financial Statements for unrealized appreciation and depreciation will result in a difference between the Consolidated Financial Statements and the cost basis of the assets for tax purposes. These differences will be recognized as deferred tax assets and liabilities. Generally, the entities that hold the LLC’s investments will be included in the consolidated tax return of GREC and the differences between the amounts recognized for financial statement purposes and the tax return will be recognized as additional deferred tax assets and liabilities.

The LLC follows the authoritative guidance on accounting for uncertainty in income taxes and has concluded it has no material uncertain tax positions to be recognized at this time.

The LLC assessed its tax positions for all open tax years as of May 18, 2022 for all U.S. federal and state tax jurisdictions for the years 2014 through 2021. The results of this assessment are included in the LLC’s tax provision and deferred tax assets as of May 18, 2022.

The effective tax rate for the period from January 1, 2022 through May 18, 2022 is 22.5%. For the period from January 1, 2022 through May 18, 2022, the primary items giving rise to the difference between the 21.0% statutory rate for corporations and the 22.5% effective tax rate are state taxes, federal tax credits, and other permanent differences primarily related to expenses recorded at the partnership level which are not taxable.

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Note 3. Valuation of Investments at Fair Value

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the period ended May 18, 2022:


(in thousands)	Balance as of December 31, 2021		Net change in unrealized appreciation on investments		Translation of assets and liabilities denominated in foreign currencies		Purchases		Cost adjustments(1)		Sales and repayments of investments(2)		Net realized loss on investments		Balance as of May 18, 2022
Limited Liability Company Member Interests	$	1,332,933	$	13,652	$	—	$	322,060	$	(210,520)	$	—	$	(2)	$	1,458,123
Capital Stock	1,750		(4)		(26)		—		—		—		—		1,720
Energy Efficiency - Secured Loans	381		—		—		—		—		(55)		—		326
Secured Loans - Other	33,286		—		—		17,365		—		(12,270)		—		38,381
Total	$	1,368,350	$	13,648	$	(26)	$	339,425	$	(210,520)	$	(12,325)	$	(2)	$	1,498,550

(1)Includes paid-in-kind interest, return of capital and additional investments in existing investments, if any.

(2)Includes principal repayments on loans.

The total change in unrealized appreciation included in the Consolidated Statement of Operations within Net change in unrealized appreciation (depreciation) on Investments and Foreign currency translation for the period from January 1, 2022 through May 18, 2022 attributable to Level 3 investments still held was $13.6 million. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of Level 3 as of the beginning of the period in which the reclassifications occur. There were no reclassifications attributable to Level 3 investments during the period from January 1, 2022 through May 18, 2022.

Note 4. Related Party Agreements and Transaction Agreements

The related party disclosures as included herein reflects such matters as of May 18, 2022 and prior to such date. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 16. Related Parties as included in the Notes to the Consolidated Financial Statements as prepared under the Non-Investment Basis.

Prior to the Acquisition, the LLC had executed advisory and administration agreements with GCM and Greenbacker Administration, which entitled GCM, and certain affiliates of GCM, to specified fees upon the provision of certain services with regard to the ongoing management of the LLC as well as reimbursement of O&O costs incurred by GCM on behalf of the LLC (as discussed in Note 2. Significant Accounting Policies) and certain other operating costs incurred by GCM on behalf of the LLC. As the LLC’s previous public offering was terminated on March 29, 2019, its former dealer manager will no longer receive any selling commissions or dealer manager fees. However, our former dealer manager will continue to receive distribution fees on Class C shares until the maximum amount of commissions and dealer manager fees permitted by applicable regulation is reached.

With respect to Class C shares only, the LLC pays the former dealer manager a distribution fee that accrues daily in an amount equal to 1/365th of 0.80% of the amount of the net asset value for the Class C shares for such day on a continuous basis from year to year. The LLC will stop paying distribution fees at the earlier of 1) a listing of the Class C shares on a national securities exchange; 2) total underwriting compensation in the offering equals 10.0% of the gross proceeds from the primary offering of Class C shares, following the completion of such offering; or 3) Class C shares are no longer outstanding. The dealer manager may re-allow all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers. The LLC estimated the amount of distribution fees expected to be paid and recorded that liability at the time of sale of such shares. The LLC continues to assess the value of the liability on a regular basis.

The LLC also reimbursed GCM for the O&O costs (other than selling commissions and dealer manager fees) it had incurred on the LLC’s behalf related to the now terminated Registration Statements, only to the extent that the reimbursement would not cause the selling commissions, dealer manager fee and the other O&O costs borne by the LLC to exceed 15.00% of the gross offering proceeds as the amount of proceeds increases.

Offering costs incurred by GCM in conjunction with the offering of shares of Class P-A, P-S, P-T and P-D under our current private placement memoranda were subject to the reimbursement by the LLC up to 0.50% (50 basis points) of gross offering proceeds for each such class of shares.

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Prior to May 19, 2022, the term “Special Unitholder” referred to GREC Advisors, LLC, a Delaware limited liability company, which was a subsidiary of GCM and “special unit”, referred to the special unit of limited liability company interest in the LLC. This entitled the Special Unitholder to receive a Performance Participation Fee.

Prior to the Acquisition, the fees and reimbursement obligations related to the operation of the LLC were as follows:


Type of Compensation and Recipient						Determination of Amount
Base Management Fees — GCM						Prior to July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of our gross assets (including amounts borrowed up to $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and 0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in arrears, or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined by GCM in its sole discretion. On July 1, 2021, the LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of the net assets until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion. Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM.

Performance Participation Fees						Prior to the Acquisition, under the Fourth Operating Agreement, the “Performance Participation Fee” which the Special Unitholder was entitled to was calculated and payable in arrears, for an amount equal to 12.5% of the total return generated by the LLC during the most recently completed fiscal quarter, subject to a hurdle amount of 1.50% (or 6% annualized) (the “Hurdle Amount”), a loss carryforward amount and a fee carryforward amount. The “Total Return Amount” is defined for each quarterly calculation period, as an amount equal to the sum of: •The aggregate amount of all cash distributions accrued or paid (without duplication) during such quarter on the shares outstanding at the end of such quarter, plus •The amount of the change in aggregate NAV of such shares since the beginning of such quarter, before giving effect to (x) changes in the aggregate NAV of such shares during such quarter resulting solely from the net proceeds of issuances and/or repurchase of shares by the LLC, and (y) the amount of any accrual of the Performance Participation Fee during such quarter.

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Type of Compensation and Recipient						Determination of Amount
						The calculation of the Total Return Amount for each period included any appreciation or depreciation in the NAV of the shares issued during such period but exclude the proceeds from the initial issuance of such shares. The total NAV of the shares outstanding as of the last business day of a calendar quarter was the amount against which changes in the total NAV of the shares outstanding during the subsequent calendar quarter was measured. Furthermore, the “Loss Carryforward Amount” was initially equal to zero and cumulatively increased in any calendar quarter by the absolute value of any negative total return for such quarter and cumulatively decreased in any calendar quarter by the amount of any positive total return. The “Fee Carryforward Amount” was also initially equal to zero, and cumulatively increased in any calendar quarter by (i) the amount, if any, by which the Hurdle Amount (noted above) for such quarter exceeded any positive Total Return Amount for such quarter; and (ii) the amount, if any, by which the catch-up amount for such quarter exceeded excess profits for such quarter. The fee carryforward amount was cumulatively decreased in any calendar quarter by the amount, if any, of the Fee Carryforward Amount paid to the Special Unitholder for such quarter. Neither the Loss Carryforward Amount nor the Fee Carryforward Amount were permitted to less than zero at any given time.
						The Special Unitholder shall receive the Performance Participation Fee as follows: ● if the Total Return Amount for the applicable period exceeded the sum of (x) the Hurdle Amount for such period and (y) the Loss Carryforward Amount for such Period (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount paid to the Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for such period and (y) any amount paid to the Special Unitholder pursuant to this clause (the “Catch-Up Amount”); ● to the extent there were remaining Excess Profits after payment of the Catch-Up Amount, 100% of such remaining Excess Profits until such amount paid to the Special Unitholder equaled the amount of the Fee Carryforward Amount for such period; and ● to the extent there are remaining Excess Profits after payment of the Catch-Up Amount and the Fee Carryforward Amount (as defined above), 12.5% of such remaining Excess Profits.
						The Liquidation Performance Participation Fee payable to the Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the LLC in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean the LLC NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involves a listing of the LLC's shares, or a transaction in which the LLC's members receive shares of a company that is listed, on a national securities exchange, the Liquidation Performance Participation Fee will equal 20.0% of the amount, if any, by which the LLC's listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.

For the period from January 1, 2022 through May 18, 2022, GCM earned $10.7 million in management fees.

The Performance participation fee recorded on the Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022 is $0.4 million.

As of May 18, 2022, GCM owned 23.6 thousand Class A shares and 2.8 thousand Class P-D shares.

The LLC entered into secured loans to finance the purchase and installation of energy-efficient lighting with LED Funding LLC and AEC Companies. Certain of the loans with LED Funding LLC, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties, as the members of these entities own an indirect, noncontrolling ownership interest in GCM. The loans outstanding between the AEC Companies and the LLC, and the subsequent leases, were negotiated at arm’s length and contain standard terms and conditions that would be included in third-party lending agreements, including required security and collateral, interest rates based upon risk of the specific loan, and term of the loan. As of May 18, 2022, all loans and leases are considered current per their terms.

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On October 9, 2020, GREC made a $5.0 million LP commitment to GDEV, which was increased to $6.1 million in the fourth quarter of 2020. In April 2021, the commitment to GDEV increased to $7.5 million. As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV's general partner. GDEV is an affiliate of GREC as GDEV shares the same investment advisor as the LLC. As of May 18, 2022, $2.9 million of the commitment was funded.

Note 5. Borrowings

On January 5, 2018, the LLC, through GREC HoldCo, entered into a credit facility agreement (the “Credit Facility”). The Credit Facility consisted of a loan of up to the lesser of $60.0 million or a borrowing base amount based on various solar projects that act as collateral for the Credit Facility, of which approximately $25.7 million was drawn down at closing. The Credit Facility allowed for additional drawdowns through December 31, 2018 and converted to a term loan with a maturity on January 5, 2024.

On June 20, 2019, the LLC, through GREC HoldCo, entered into an amended and restated credit agreement (the “New Credit Facility”). The New Credit Facility consists of a loan of up to the lesser of $110.0 million or a borrowing base amount based on various solar projects that act as collateral for the credit facility, of which approximately $58.3 million was drawn down at closing. In November 2020, the LLC, through GREC HoldCo, entered into the Second Amended and Restated Credit Agreement, which amends the New Credit Facility to make available a non-revolving line of credit facility that will convert into a term loan facility and a letter of credit facility. The commitments of the lenders aggregate to $97.8 million between existing term loans, future committed loans and letters of credit, of which approximately $90.7 million was drawn at closing. The New Credit Facility allows for additional drawdowns through November 25, 2021, at which point the outstanding loans shall convert to an additional term loan that matures on June 20, 2025.

The LLC used the net proceeds of borrowings under the New Credit Facility for investment in additional alternative energy power generation assets that are anticipated to become projects and for other general corporate purposes. Loans made under the New Credit Facility bear interest at 1.75% in excess of the three-month LIBOR. Prior to the New Credit Facility converting to a term loan, quarterly commitment fees on the average daily unused portion of the Credit Facility were payable at a rate per annum of 0.50%.

Borrowings under the New Credit Facility are back-leveraged and secured by all of the assets of GREC HoldCo and the equity interests of each direct and indirect subsidiary of the LLC. The LLC, GREC and each direct and indirect subsidiary of the LLC are guarantors of the LLC’s obligations under the New Credit Facility. GREC has pledged all of the equity interests of GREC HoldCo as collateral for the New Credit Facility.

Regarding the Credit Facility, the LLC has entered into five separate interest rate swap agreements as economic hedges. The first swap, with a trade date of June 15, 2017, an effective date of June 30, 2018 and an initial notional amount of $20.9 million was used to swap the floating-rate interest payments on an additional principal amount of the Credit Facility, for a corresponding fixed payment. The fixed swap rate is 2.26%. The second swap, with a trade date of January 11, 2018, an effective date of December 31, 2018 and an initial notional amount of $29.6 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.65%. The third swap, with a trade date of February 7, 2018, an effective date of December 31, 2018 and an initial notional amount of $4.2 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.97%. The fourth swap, with a trade date of January 2, 2019, an effective date of September 30, 2019 and an initial notional amount of $38.2 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.69%. The fifth swap, with a trade date of February 19, 2021, an effective date of February 26, 2021 and an initial notional amount of $7.1 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 1.64%.

If an event of default shall occur and be continuing under the New Credit Facility, the commitments under the New Credit Facility may be terminated and the principal amount outstanding under the New Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.

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On December 6, 2019, GREC entered into a $15.0 million revolving letter of credit facility (“LC Facility”) agreement. On January 30, 2020, the LC Facility was amended to include an equipment loan, and the amount of $5.6 million was drawn down under the equipment facility loan. On March 18, 2020, a repayment of $1.9 million was made, reducing the outstanding balance of the equipment facility loan. On June 9, 2020, a repayment of the remaining outstanding balance occurred. In October 2020, the LC Facility agreement was amended to increase the aggregate principal amount to $22.5 million. On April 1, 2021, the LC Facility agreement was amended to maintain cash collateral in an amount equal to 100.00% of the outstanding obligation and the letter of credit fee was reduced from 2.25% to 0.75%. On June 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2021. On September 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2022. On September 28, 2021, the LC Facility agreement was amended to increase the aggregate principal amount to $32.5 million. On February 2, 2022, the LC Facility agreement was amended to increase the aggregate principal amount to $40.0 million.

The following table shows the components of interest expense related to the LLC's borrowings for the period from January 1, 2022 through May 18, 2022:


(dollars in thousands)	For the period from January 1, 2022 through May 18, 2022
Credit Facility commitment fee	$	136
Credit Facility loan interest	658
Amortization of deferred financing costs	520
Total	$	1,314
Weighted average interest rate on Credit Facility	2.0		%
Weighted average outstanding balance of Credit Facility	$	81,708

Note 6. Members’ Equity

General

Pursuant to the terms of the Operating Agreement, the LLC may issue up to 400.0 million shares, of which 350.0 million shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T and P-I shares (collectively, common shares), and 50.0 million are designated as preferred shares and one special unit. Each class of common shares has the same voting rights.

Class P-A shares were not offered for sale from March 29, 2019 through October 17, 2020, but were reinstated as of October 18, 2020, along with the commencement of three new share classes: P-D, P-T and P-S.

The following table is a summary of the shares issued and repurchased during the period and outstanding as of May 18, 2022:


(in thousands)	Shares Outstanding as of December 31, 2021	Shares Sold During the Period	Shares Issued through Reinvestment of Distributions During the Period	Shares Repurchased During the Period	Shares Outstanding as of May 18, 2022
Class A shares	16,580	—	138	(91)	16,627
Class C shares	2,742	—	31	(6)	2,767
Class I shares	6,449	—	78	(82)	6,445
Class P-A shares	783	—	11	—	794
Class P-I shares	92,068	11,212	371	(317)	103,334
Class P-D shares	198	—	1	—	199
Class P-S shares	46,325	713	233	(223)	47,048
Class P-T shares	239	—	2	—	241
Total	165,384	11,925	865	(719)	177,455

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The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the period from January 1, 2022 through May 18, 2022 were as follows:


(in thousands)	Class A shares		Class C shares		Class I shares		Class P-A shares		Class P-I shares		Class P-D shares		Class P-S shares		Class P-T shares		Total
For the period from January 1, 2022 through May 18, 2022:
Proceeds from Shares Sold	$	—	$	—	$	—	$	—	$	98,651	$	—	$	6,301	$	—	$	104,952
Proceeds from Shares Issued through Reinvestment of Distributions	$	1,148	$	252	$	646	$	91	$	3,263	$	4	$	2,066	$	16	$	7,486

Distribution Reinvestment Plan

The LLC adopted a DRP through which the LLC’s Class A, C and I shareholders may elect to have the full amount of cash distributions reinvested in additional shares rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the LLC’s prior public and current private offerings. As of November 30, 2020, pursuant to the LLC’s Registration Statement on Form S-3D (File No. 333-251021), the LLC was offering up to $20.0 million in Class A, C and I shares to our existing shareholders pursuant to the DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares. At its discretion, the Board of Directors may amend, suspend or terminate the DRP. The Board of Directors may also modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the LLC. A participant may terminate participation in the DRP by written notice to the plan administrator, received by the plan administrator at least 10 days prior to the distribution payment date.

As of May 18, 2022, the LLC issued 2.6 million Class A shares, 0.4 million Class C shares, 1.2 million Class I shares, 27.0 thousand Class P-A shares, 0.8 million Class P-I shares, 1.5 thousand Class P-D shares, 0.5 million Class P-S shares and 4.3 thousand Class P-T shares for a total of 5.5 million aggregate shares issued under the DRP.

Share Repurchase Program

The LLC offers the SRP pursuant to which quarterly share repurchases will be conducted to allow members to sell shares back to the LLC at a price equal to the then current offering price less the selling commissions and dealer manager fees associated with that class of shares.

The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the LLC may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings and cash from liquidation of investments to repurchase shares.

A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a member must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the LLC. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase.

Through September 30, 2020, quarterly share repurchases were conducted to allow up to approximately 5.00% of the weighted average number of outstanding shares in any 12-month period to be repurchased by the LLC. Effective September 1, 2020, the LLC, through approval by its Board of Directors, adopted an amended SRP, pursuant to which the LLC will conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the LLC. The quarterly share repurchase limits for the LLC's new SRP are set forth below.

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Quarter Ending						Share Repurchase Limit(s)
December 31, 2020						During such fiscal quarter, 1.88% of the weighted average number of shares outstanding in the prior four fiscal quarters
March 31, 2021						During such fiscal quarter, 2.50% of the weighted average number of shares outstanding in the prior four fiscal quarters
June 30, 2021						During such fiscal quarter, 3.75% of the weighted average number of shares outstanding in the prior four fiscal quarters
September 30, 2021, and each quarter thereafter						During any 12-month period, 20.00% of the weighted average number of outstanding shares During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters

The LLC has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act.

Note 7. Distributions

On the last business day of each month, with the authorization of the LLC’s Board of Directors, the LLC declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T and P-S shares. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share.


		Class of Share
Distribution Period		A		C		I		P-A		P-I		P-D		P-T		P-S
1-Nov-15	31-Jan-16	$	0.00165	$	0.00165	$	0.00165	$	—	$	—	$	—	$	—	$	—
1-Feb-16	30-Apr-16	$	0.00166	$	0.00166	$	0.00166	$	—	$	—	$	—	$	—	$	—
1-May-16	31-Jul-16	$	0.00166	$	0.00166	$	0.00166	$	0.00158	$	0.00158	$	—	$	—	$	—
1-Aug-16	31-Oct-16	$	0.00168	$	0.00168	$	0.00168	$	0.00160	$	0.00160	$	—	$	—	$	—
1-Nov-16	31-Jan-17	$	0.00169	$	0.00164	$	0.00169	$	0.00160	$	0.00160	$	—	$	—	$	—
1-Feb-17	30-Apr-17	$	0.00168	$	0.00164	$	0.00168	$	0.00160	$	0.00160	$	—	$	—	$	—
1-May-17	31-Jul-17	$	0.00167	$	0.00163	$	0.00167	$	0.00160	$	0.00158	$	—	$	—	$	—
1-Aug-17	31-Oct-17	$	0.00167	$	0.00163	$	0.00167	$	—	$	0.00159	$	—	$	—	$	—
1-Nov-17	31-Oct-18	$	0.00167	$	0.00163	$	0.00167	$	—	$	0.00158	$	—	$	—	$	—
1-Nov-18	30-Apr-20	$	0.00167	$	0.00163	$	0.00167	$	0.00165	$	0.00158	$	—	$	—	$	—
1-May-20	30-Nov-20	$	0.00152	$	0.00149	$	0.00152	$	0.00153	$	0.00158	$	—	$	—	$	—
1-Dec-20	30-Sept-22	$	0.00152	$	0.00149	$	0.00152	$	0.00152	$	0.00158	$	0.00158	$	0.00158	$	0.00158

The following table reflects the distributions declared during the period from January 1, 2022 through May 18, 2022:


(in thousands)
Pay Date	Paid in Cash		Value of Shares Issued under DRP		Total
February 1, 2022	$	6,216	$	1,856	$	8,072
March 1, 2022	5,712		1,720		7,432
April 1, 2022	6,497		1,975		8,472
May 2, 2022	6,291		1,935		8,226
Total	$	24,716	$	7,486	$	32,202

All distributions paid for the period from January 1, 2022 through May 18, 2022 are expected to be reported as a return of capital to members for tax reporting purposes.

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Cash distributions paid during the periods presented were funded from the following sources noted below:


(in thousands)	For the period from January 1, 2022 through May 18, 2022
Cash from operations	$	—
Offering proceeds	30,891
Total cash distributions	$	30,891

The LLC expects to continue to fund distributions from a combination of cash from operations as well as other external financing sources. Due to the LLC’s change in acquisition strategy to include a greater number of pre-operational assets, a significant amount of distributions will continue to be funded from other external financing sources.

Note 8. Financial Highlights

The following is a schedule of the financial highlights of the LLC attributed to Class A, C, I, P-A, P-I, P-D, P-S and P-T shares for the period from January 1, 2022 through May 18, 2022.


	For the period from January 1, 2022 through May 18, 2022
(in thousands, except per share data and percentages)	Class A shares			Class C shares			Class I shares			Class P-A shares			Class P-I shares			Class P-D shares			Class P-S shares			Class P-T shares
Per share data attributed to common shares (1)
Net Asset Value at beginning of period	$	8.32		$	8.13		$	8.32		$	8.58		$	8.80		$	8.80		$	8.74		$	8.52
Net investment loss	(0.03)			(0.03)			(0.03)			(0.03)			(0.03)			(0.03)			(0.03)			(0.03)
Net realized and unrealized gain on investments and swap contracts	0.28			0.28			0.28			0.28			0.28			0.28			0.28			0.28
Change in translation of assets and liabilities denominated in foreign currencies (2)	—			—			—			—			—			—			—			—
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts	(0.07)			(0.07)			(0.07)			(0.07)			(0.07)			(0.07)			(0.07)			(0.07)
Net increase in net assets attributed to common members	0.18			0.18			0.18			0.18			0.18			0.18			0.18			0.18
Shareholder distributions:
Distributions from net investment income	—			—			—			—			—			—			—			—
Distributions from offering proceeds	(0.18)			(0.18)			(0.18)			(0.18)			(0.19)			(0.19)			(0.19)			(0.19)
Other (3)	(0.02)			—			(0.02)			(0.01)			—			—			(0.01)			0.01
Net decrease in members’ equity attributed to common shares	(0.20)			(0.18)			(0.20)			(0.19)			(0.19)			(0.19)			(0.20)			(0.18)
Net asset value for common shares at end of period	$	8.30		$	8.13		$	8.30		$	8.57		$	8.79		$	8.79		$	8.72		$	8.52
Common members’ equity at end of period	$	138,069		$	22,503		$	53,501		$	6,803		$	908,568		$	1,748		$	410,490		$	2,057
Common shares outstanding at end of period	16,627			2,767			6,445			794			103,334			199			47,048			241

Ratio/Supplemental data for common shares (annualized):
Total return attributed to common shares based on net asset value	1.93		%	2.24		%	1.97		%	2.07		%	2.10		%	2.06		%	2.00		%	2.31		%
Ratio of net investment income to average net assets	(2.58		%)	(2.64		%)	(2.59		%)	(2.50		%)	(2.43		%)	(2.44)		%	(2.46)		%	(2.52)		%
Ratio of operating expenses to average net assets	12.18		%	12.44		%	12.19		%	11.79		%	11.46		%	11.52		%	11.60		%	11.87		%
Portfolio turnover rate	0.84		%	0.84		%	0.84		%	0.84		%	0.84		%	0.84		%	0.84		%	0.84		%

(1)The per share data for Class A, C, I, P-A, P-I, P-D, P-S and P-T shares were derived by using the weighted average shares outstanding during the period from January 1, 2022 through May 18, 2022, which were 16.6 million, 2.8 million, 6.5 million, 0.8 million, 100.0 million, 0.2 million, 47.0 million and 0.2 million, respectively.

(2)Amount is less than $0.01 per share.

(3)Represents the impact of different share amounts used in calculating certain per share data based on weighted average shares outstanding during the period and the impact of shares at a price other than the net asset value.

F-95

Table of C ontents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Accounting Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report, and determined that the disclosure controls and procedures are effective. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act are recorded, processed and summarized and reported within the time period specified in the applicable rules and forms.

Management’s Report on Internal Control over Financial Reporting

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The internal control over financial reporting for the Company includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements of the Company.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the internal control over financial reporting as of December 31, 2023, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 framework as part of its assessment. Based on that assessment, our management concluded that, as of December 31, 2023, the internal control over financial reporting for the Company is effective based on the criteria established in Internal Control-Integrated Framework.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

Change in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Any control system, no matter how well designed and operated, can only provide reasonable (but not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

Table of C ontents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 will be included under the heading “Directors, Corporate Governance and Executive Officers” in the Company’s definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2023, in connection with the solicitation of proxies for the Company’s 2024 annual meeting of shareholders (the “2024 Proxy Statement”) and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 will be included in the Company’s 2024 Proxy Statement under the headings “Compensation of Directors and Executive Officers” and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED MEMBER MATTERS

The information required by this Item 12 relating to security ownership of certain beneficial owners and management will be included in the Company’s 2024 Proxy Statement under the heading “Ownership of Securities” and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13, to the extent applicable, will be included in the Company’s 2024 Proxy Statement under the heading “Certain Relationships and Related Transactions” and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 will be included in the Company’s 2024 Proxy Statement under the heading “Independent Registered Public Accounting Firm” and is incorporated herein by reference.

Table of C ontents

PART IV

ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

(a)Documents Filed as Part of this Report

(1)The following Consolidated Financial Statements of Greenbacker Renewable Energy Company LLC and related notes thereto, together with the Report of Independent Registered Public Accounting Firm of KPMG LLP (PCAOB ID: 185) thereon, are included herein:

Non-Investment Basis

•Consolidated Balance Sheets as of December 31, 2023 and 2022

•Consolidated Statements of Operations for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022

•Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022

•Consolidated Statements of Equity for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022

•Consolidated Statements of Cash Flows for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022

•Notes to the Consolidated Financial Statements

Investment Basis

•Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022

•Consolidated Statement of Changes in Net Assets for the period from January 1, 2022 through May 18, 2022

•Consolidated Statement of Cash Flows for the period from January 1, 2022 through May 18, 2022

•Notes to the Consolidated Financial Statements

(2)Financial Statement Schedules have been omitted because they are not applicable, or the required information is shown in the Consolidated Financial Statements or Notes thereto in Item 8 of this Annual Report.

(b)Exhibits

The following exhibits, as required by Item 601 of Regulation S-K, are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the Securities and Exchange Commission as stated below:


Exhibit Number						Description of Document

2.1						Contribution Agreement, dated as of May 19, 2022, by and between Greenbacker Renewable Energy Company LLC and Greenbacker Group LLC (Incorporated by reference from Exhibit 2.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

2.2						Contribution Agreement, dated as of May 19, 2022, by and between Greenbacker Renewable Energy Company LLC and Greenbacker Renewable Energy Corporation (Incorporated by reference from Exhibit 2.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

3.1						Fifth Amended and Restated Limited Liability Company Operating Agreement, dated as of May 19, 2022 of Greenbacker Renewable Energy Company LLC (Incorporated by reference from Exhibit 3.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

3.2						Certificate of Formation of Greenbacker Renewable Energy Company LLC (Incorporated by reference from Exhibit 3.1 of the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-178786-01) filed on December 11, 2012)

Table of C ontents


Exhibit Number						Description of Document
3.3						Fourth Amended and Restated Limited Liability Company Operating Agreement of Greenbacker Renewable Energy Company LLC dated November 17, 2020 (Incorporated by reference from Exhibit 3.1 of the Registrant’s Form 10-Q (File No. 000-55610) filed on November 17, 2020)

4.1						Certificate of Share Designation of Class EO Common Shares of Greenbacker Renewable Energy Company LLC, dated as of May 19, 2022 (Incorporated by reference from Exhibit 4.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

4.2						Amended and Restated Certificate of Share Designation of Class EO Common Shares of Greenbacker Renewable Energy Company LLC, dated as of February 5, 2024 (Incorporated by reference from Exhibit 4.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on February 9, 2024)

4.3						D e scription of Registrant ’s Securities (Incorporated by reference from Exhibit 4.2 of the Registrant ’s Form 10-K (file No. 00-565610) filed on March 31, 2023)

10.1						Greenbacker Renewable Energy Company LLC 2023 Equity Incentive Plan, dated as of May 23, 2023 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 30, 2023)

10.2						Form of Restricted Share Unit Grant and Agreement under the Greenbacker Renewable Energy Company LLC 2023 Equity Incentive Plan (Incorporated by reference from Exhibit 10.2 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 30, 2023)

10.3						Form of Restricted Share Grant and Agreement under the Greenbacker Renewable Energy Company LLC 2023 Equity Incentive Plan (Incorporated by reference from Exhibit 10.3 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 30, 2023)

10.4						Fourth Amended and Restated Advisory Agreement between Registrant, Greenbacker Renewable Energy Corporation and Greenbacker Capital Management LLC dated July 1, 2021 (Incorporated by reference from Exhibit 10.1 of the Registrant's Form 8-K (File No. 333-178786-01) filed on July 1, 2021)

10.5						Registration Rights Agreement, dated as of May 19, 2022, by and between Greenbacker Renewable Energy Corporation, Greenbacker Renewable Energy Company LLC and the Initial Holders (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

10.6						Form of Administration Agreement by and among Registrant, Greenbacker Renewable Energy Corporation and Greenbacker Administration, LLC (Incorporated by reference from Exhibit 3.1 of the Registrant’s Form 10-Q (File No. 333-178786-01) filed on November 17, 2020)

10.7						Transition Services Agreement, dated as of May 19, 2022, by and among Greenbacker Group LLC, GB Liquidation Performance Holder LLC, GB EO Holder LLC, and Greenbacker Administration, LLC (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on May 23, 2022)

10.8						Form of Expense Assumption and Reimbursement Agreement by and among Registrant, Greenbacker Renewable Energy Corporation and Greenbacker Capital Management, LLC (Incorporated by reference from Exhibit 10.6 of the Registrant’s Form 10-Q (File No. 333-178786-01) filed on August 11, 2014)

10.9						Credit Agreement among GREC Entity HoldCo LLC, as Borrower, Greenbacker Renewable Energy Corporation, as Intermediate Holdco, Greenbacker Renewable Energy Company LLC, as Parent, and the lenders named therein, dated July 11, 2016 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 333-178786-01) filed on July 14, 2016)

10.10						Credit Agreement among GREC Entity HoldCo LLC, as Borrower, Greenbacker Renewable Energy Corporation, as Intermediate Holdco, Greenbacker Renewable Energy Company LLC, as Parent, and the lenders named therein, dated January 5, 2018 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on January 10, 2018)

10.11						Amended and Restated Credit Agreement among GREC Entity HoldCo LLC, as Borrower, Greenbacker Renewable Energy Corporation, as Intermediate Holdco, Greenbacker Renewable Energy Company LLC, as Parent, and the lenders named therein, dated June 20, 2019 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on June 25, 2019)

10.12*						Second Amended and Restated Credit Agreement among GREC Entity HoldCo LLC, as Borrower, Greenbacker Renewable Energy Corporation, as Intermediate Holdco, Greenbacker Renewable Energy Company LLC, as Parent, and the lenders named therein, dated November 25, 2020

10.13						Separation Agreement by and among Greenbacker Renewable Energy Corporation (together with Greenbacker Renewable Energy Company LLC and each of their affiliates) and Mehul Mehta, dated as of September 1, 2023 (Incorporated by reference from Exhibit 10.1 of the Registrant's Form 8-K (File No. 000-55610) filed on September 1, 2023)

Table of C ontents


Exhibit Number						Description of Document
10.14						Consulting Agreement by and among Greenbacker Renewable Energy Corporation (together with Greenbacker Renewable Energy Company LLC and each of their affiliates) and Mehul Mehta, dated as of September 1, 2023 (Incorporated by reference from Exhibit 10.2 of the Registrant's Form 8-K (File No. 000-55610) filed on September 1, 2023)

10.15						Credit and Guarant y Agreemen t by and among GREC Warehouse Holdings 1 LLC, as borrower, and the guarantors, letter of credit issuers, and lenders named therein , dated August 11, 2023 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on January 11, 2024)

10.16						Credit Agreement among GREC Holdings 1 LLC, as Borrower, and Fifth Third Bank, National Association, KeyBanc Capital Markets Inc., Wells Fargo Bank, National Association, and the lenders named therein , dated November 29, 2022 (Incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-55610) filed on January 11, 2024)

10.17						Amend ed Credit Agreement amo n g GREC Holdings 1 LLC, as Borrower, and Fifth Third Bank, National Association, KeyBanc Capital Markets Inc., Wells Fargo Bank, National Association, and the lenders named therein , dated March 21, 2023 (Incorporated by reference from Exhibit 10.2 of the Registrant’s Form 8-K (File No. 000-55610) filed on January 11, 2024)

14.1						Greenbacker Renewable Energy Company LLC Code of Ethics (Incorporated by reference from Exhibit 14.1 of the Registrant’s Form 8-K (File No. 333-178786-01 filed on December 9, 2014)

21.1*						List of Subsidiaries

23.1*						Consent of KPMG LLP

23.2*						C onsent of KPMG LLP

24.1*						Power of Attorney (included on the signature page hereto)

31.1*						Certification of principal executive officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended

31.2*						Certification of principal financial officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended

32.1**						Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*						The following materials from Greenbacker Renewable Energy Company LLC’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 28, 2024, formatted in XBRL (eXtensible Business Reporting Language): Non-Investment Basis: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements Investment Basis: (i) Consolidated Statement of Operations; (ii) Consolidated Statement of Changes in Net Assets; (iii) Consolidated Statement of Cash Flows; and (iv) Notes to the Consolidated Financial Statements

104						Cover page interactive data file, formatted in Inline XBRL and contained in Exhibit 101

*Filed herewith.

** Furnished herewith.

ITEM 16. FORM 10-K SUMMARY

None.

Table of C ontents

SIGNATURES

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, thereunto duly authorized.


	Greenbacker Renewable Energy Company LLC
Date: March 28, 2024	By	/s/ Charles Wheeler
		Charles Wheeler Chairman, Chief Executive Officer and Director principal executive officer

Date: March 28, 2024	By	/s/ Michael Landenberger
		Michael Landenberger Chief Accounting Officer principal financial and principal accounting officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Charles Wheeler

Chairman, Chief Executive Officer and Director

March 28, 2024

Charles Wheeler

principal executive officer

/s/ Michael Landenberger

Chief Accounting Officer

March 28, 2024

Michael Landenberger

principal financial and principal accounting officer

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles Wheeler and Michael Landenberger to be their true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities (unless revoked in writing), to sign this report and any or all amendments to thereto, and to file the same, with all exhibits therewith, with the Securities and Exchange Commission,, and every act and thing necessary or desirable to be done, as fully to all intents and purposes as they might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


/s/ David Sher
David Sher	Director	March 28, 2024

/s/ Kathleen Cuocolo
Kathleen Cuocolo	Director	March 28, 2024

/s/ Robert Herriott
Robert Herriott	Director	March 28, 2024

/s/ David M. Kastin
David M. Kastin	Director	March 28, 2024

/s/ Robert Brennan
Robert Brennan	Director	March 28, 2024

/s/ Cynthia Curtis
Cynthia Curtis	Director	March 28, 2024

Exhibit 10.12

Execution Version


SECOND AMENDED AND RESTATED CREDIT AGREEMENT among GREC ENTITY HOLDCO LLC, as Borrower, GREENBACKER RENEWABLE ENERGY CORPORATION, as Intermediate Holdco, GREENBACKER RENEWABLE ENERGY COMPANY LLC, as Parent, THE LENDERS NAMED HEREIN, and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Administrative Agent

FIFTH THIRD BANK, NATIONAL ASSOCIATION

SOLE LEAD ARRANGER AND SOLE BOOKRUNNER

DATED AS OF NOVEMBER 25, 2020

TABLE OF CONTENTS

Page


	ARTICLE I

	DEFINITIONS
1.1	Defined Terms	1
1.2	Accounting Terms	28
1.3	Other Terms; Construction	28
1.4	Interest Rates	30

	ARTICLE II

	AMOUNT AND TERMS OF CREDIT
2.1	Commitments	30
2.2	Types of Loans; Borrowings	31
2.3	Disbursements; Funding Reliance; Domicile of Loans	31
2.4	Evidence of Debt; Notes	32
2.5	Termination and Reduction of Commitments	33
2.6	Mandatory Payments and Prepayments	33
2.7	Voluntary Prepayments	36
2.8	Interest	37
2.9	Fees	38
2.10	Method of Payments; Computations; Apportionment of Payments	38
2.11	Recovery of Payments	40
2.12	Use of Proceeds	41
2.13	Pro Rata Treatment	41
2.14	Increased Costs; Change in Circumstances; Illegality	42
2.15	Taxes	44
2.16	Compensation	48
2.17	Mitigation Obligations; Replacement of Lenders	49
2.18	Defaulting Lenders	50
2.19	Approval and Initial Valuation of Borrowing Base Projects	54
2.20	Revaluation of Project Values	57
2.21	Letters of Credit	58
2.22	Incremental Commitments	62
2.23	Successor LIBOR	64


TABLE OF CONTENTS (continued)
			Page


	ARTICLE III

	CONDITIONS TO CREDIT EXTENSIONS
3.1	Conditions of Initial Credit Extensions	66
3.2	Conditions of All Credit Extensions	69

	ARTICLE IV

	REPRESENTATIONS AND WARRANTIES
4.1	Corporate Organization and Power	70
4.2	Authorization; Enforceability	71
4.3	No Violation	71
4.4	Governmental and Third-Party Authorization; Permits	71
4.5	Litigation	72
4.6	Taxes	72
4.7	Subsidiaries	72
4.8	Full Disclosure	72
4.9	Margin Regulations	73
4.10	No Material Adverse Effect	73
4.11	Financial Matters	73
4.12	Ownership of Properties; Access; Utilities	74
4.13	ERISA	74
4.14	Environmental Matters	74
4.15	Compliance with Laws	75
4.16	Intellectual Property	75
4.17	Investment Company Act	76
4.18	Insurance	76
4.19	Material Contracts	76
4.20	Security Documents	76
4.21	Labor Relations	76
4.22	Project Documents	77
4.23	No Burdensome Restrictions	77
4.24	No Default	77
4.25	Sanctions; Anti-Corruption Laws; Anti-Terrorism Laws	77
4.26	EEA Financial Institutions	78


			- ii -


TABLE OF CONTENTS (continued)
			Page


	ARTICLE V

	AFFIRMATIVE COVENANTS
5.1	Financial Statements	78
5.2	Other Business and Financial Information	80
5.3	Existence; Franchises; Maintenance of Properties	82
5.4	Compliance with Laws	82
5.5	Payment of Obligations	82
5.6	Insurance	83
5.7	Maintenance of Books and Records; Inspection	83
5.8	Rate Management Agreements	84
5.9	Acquisitions	84
5.10	Subsidiaries and Tax Credit Parties	84
5.11	Environmental Laws	87
5.12	Public/Private Information	87
5.13	Compliance with Anti-Corruption Laws; Sanctions; PATRIOT Act	87
5.14	Further Assurances	88
5.15	Project Subsidiaries	88
5.16	Project Documents	88
5.17	Depository Relationship	88

	ARTICLE VI

	FINANCIAL COVENANTS
6.1	Debt Service Coverage Ratio	88

	ARTICLE VII

	NEGATIVE COVENANTS
7.1	Merger; Consolidation	89
7.2	Indebtedness	89
7.3	Liens	90
7.4	Asset Dispositions	92
7.5	Investments	92
7.6	Restricted Payments	93
7.7	Transactions with Affiliates	95
7.8	Lines of Business	95


			- iii -


TABLE OF CONTENTS (continued)
			Page


7.9	Sale-Leaseback Transactions	95
7.10	Certain Payments and Amendments	96
7.11	Limitation on Certain Restrictions	96
7.12	No Other Negative Pledges	96
7.13	Ownership of Subsidiaries	97
7.14	Fiscal Year	97
7.15	Accounting Changes	97
7.16	Sanctions	97

	ARTICLE VIII

	EVENTS OF DEFAULT
8.1	Events of Default	97
8.2	Remedies: Termination of Commitments, Acceleration, etc	100
8.3	Remedies: Setoff	100
8.4	Equity Cure	101

	ARTICLE IX

	THE ADMINISTRATIVE AGENT
9.1	Appointment and Authority	102
9.2	Rights as a Lender	103
9.3	Exculpatory Provisions	103
9.4	Reliance by Administrative Agent	104
9.5	Delegation of Duties	104
9.6	Resignation of Administrative Agent	105
9.7	Non-Reliance on Administrative Agent and Other Lenders	106
9.8	No Other Duties, Etc	106
9.9	Administrative Agent May File Proofs of Claim	106
9.10	Collateral and Guaranty Matters	108
9.11	Rate Management Agreements and Cash Management Agreements	108
9.12	Lender Representations	109

	ARTICLE X

	MISCELLANEOUS
10.1	Expenses; Indemnity; Damage Waiver	109


			- iv -


TABLE OF CONTENTS (continued)
			Page


10.2	Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process	111
10.3	Waiver of Jury Trial	112
10.4	Notices; Effectiveness; Electronic Communication	112
10.5	Amendments, Waivers, etc	114
10.6	Successors and Assigns	116
10.7	No Waiver; Enforcement	121
10.8	Survival	121
10.9	Severability	122
10.1	Construction	122
10.11	Confidentiality	122
10.12	Counterparts; Integration; Effectiveness	123
10.13	Disclosure of Information	124
10.14	USA Patriot Act Notice	124
10.15	Termination of Obligations of the Parent or Intermediate Holdco	124
10.16	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	124
10.17	Keepwell	125
10.18	Amendment and Restatement	125


			- v -

EXHIBITS

Exhibit A Form of Note

Exhibit B Form of Notice of Borrowing

Exhibit C Form of Compliance Certificate

Exhibit D Form of Assignment and Assumption

Exhibit E-1 Form of Security Agreement

Exhibit E-2 Form of Pledge Agreement

Exhibit F Form of Guaranty

Exhibit G Form of Financial Condition Certificate

Exhibit H Forms of U.S. Tax Compliance Certificate


			- vi -

SCHEDULES

Schedule 1.1(a) Commitments and Notice Addresses

Schedule 1.1(b) Closing Date Projects

Schedule 1.1(c) Approved Engineers

Schedule 1.1(d) Specified Offtakers

Schedule 1.1(e) Pre-Approved Borrowing Base Projects

Schedule 2.19 Project Documents

Schedule 4.1 Jurisdictions of Organization

Schedule 4.7 Subsidiaries

Schedule 4.12 Real Property Interests

Schedule 4.14 Environmental Matters

Schedule 4.16 Intellectual Property

Schedule 4.18 Insurance Coverage

Schedule 7.5 Investments

Schedule 7.7 Transactions with Affiliates


			- vii -

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 25, 2020, is made between GREC ENTITY HOLDCO LLC, a Delaware limited liability company (the “Borrower”), GREENBACKER RENEWABLE ENERGY CORPORATION, a Maryland corporation (“Intermediate Holdco”), GREENBACKER RENEWABLE ENERGY COMPANY LLC, a Delaware limited liability company (the “Parent”), the Lenders (as hereinafter defined), and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders.

BACKGROUND STATEMENT

The Borrower, Intermediate Holdco, the Parent, the lenders from time to time party thereto and Fifth Third Bank, National Association, as administrative agent, entered into that certain Amended and Restated Credit Agreement dated as of June 20, 2019 (as amended and modified from time to time prior to the date hereof, the “Existing Credit Agreement”).

The Borrower has requested, and the Lenders have agreed, to amend and restate the Existing Credit Agreement to make available to the Borrower a non-revolving line of credit facility that will convert into a term loan facility and a letter of credit facility. The Borrower will use the proceeds of these facilities as provided in Section 2.12. The Lenders are willing to make available to the Borrower the credit facilities described herein subject to and on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual provisions, covenants and agreements herein contained, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1Defined Terms. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms have the meanings set forth below (such meanings to be equally applicable to the singular and plural forms thereof):

“Account Designation Letter” means a letter from the Borrower to the Administrative Agent, duly completed and signed by an Authorized Officer of the Borrower and in form and substance reasonably satisfactory to the Administrative Agent, listing any one or more accounts to which the Borrower may from time to time request the Administrative Agent to forward the proceeds of any Loans made hereunder.

“Acquisition” means any transaction or series of related transactions, consummated on or after the date hereof, by which any Restricted Party, (i) acquires all or substantially all of the assets of any Person or any going business, division thereof or line of business, whether through purchase of assets, merger or otherwise, or (ii) acquires Capital Stock of any Person having at least a majority of combined voting power of the then outstanding Capital Stock of such Person.

“Adjusted Base Rate” means, at any time with respect to any Base Rate Loan of any Class, a rate per annum equal to the Base Rate as in effect at such time plus 0.75%.


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“Adjusted LIBOR Rate” means, at any time for any Interest Period with respect to any LIBOR Loan of any Class, a rate per annum equal to the LIBOR Rate for such Interest Period as in effect at such time plus 1.75%.

“Administrative Agent” means Fifth Third, in its capacity as Administrative Agent appointed under Section 9.1.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Advisor” means Greenbacker Capital Management LLC, a Delaware limited liability company.

“Affected Class” has the meaning given to such term in Section 10.5.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, (i) Controls or is Controlled by or is under common Control with the Person specified or (ii) beneficially owns, is owned by or is under common ownership with respect to securities or other ownership interests of such Person having 10% or more of the combined voting power of the then outstanding securities or other ownership interests of such Person ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors or other governing body of such Person.

“Agent Parties” has the meaning given to such term in Section 10.4(c).

“Aggregate Credit Exposure” means, at any time, the sum of the (i) aggregate principal amount of all Loans that have been advanced under this Agreement as of such time plus (ii) all L/C Obligations (without duplication) that have been incurred as of such time.

“Agreement” means this Second Amended and Restated Credit Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Parent, Intermediate Holdco, the Borrower or any of their Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977.

“Applicable Conversion Date” means (i) with respect to any Closing Date Borrowing Base Project, the Closing Date and (ii) otherwise, the Second Conversion Date.

“Applicable L/C Percentage” means, with respect to any Lender, the percentage of the total L/C Sublimit represented by the portion of such Lender’s Commitment allocated to the L/C Sublimit (as set forth on Schedule 1.1(a)). If the Commitments have terminated or expired, the Applicable L/C Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“Application” has the meaning given to such term in Section 2.21(b).


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“Approval Request” means a written request from the Borrower to the Administrative Agent seeking to designate a Project as a Borrowing Base Project having a proposed Project Value, as set forth in Section 2.19.

“Approved Engineer” means any independent engineer identified on Schedule 1.1(c) or otherwise approved by the Administrative Agent in writing in its sole discretion.

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (or an Affiliate of a Person) that administers or manages a Lender.

“Arranger” means Fifth Third in its capacity as sole lead arranger and sole bookrunner.

“Asset Disposition” means any sale, assignment, lease, conveyance, transfer or other disposition by any Restricted Party (whether in one or a series of transactions) of all or any of its assets, business or other properties (including Capital Stock of Subsidiaries), other than pursuant to a Casualty Event.

“Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an Eligible Assignee (with the consent of each Person whose consent is required by Section 10.6(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“Authorized Officer” means, with respect to any action specified herein to be taken by or on behalf of a Credit Party, any officer of such Credit Party duly authorized by resolution of its board of directors or other governing body to take such action on its behalf, and whose signature and incumbency shall have been certified to the Administrative Agent by the secretary or an assistant secretary (or such other officer as is acceptable to the Administrative Agent) of such Credit Party.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means 11 U.S.C. §§ 101 et seq., as amended from time to time, and any successor statute, and all regulations from time to time promulgated thereunder.

“Bankruptcy Event” means the occurrence of an Event of Default pursuant to Section 8.1(f) or 8.1(g).

“Base Rate” means, for any day, the rate per annum equal to the highest of (i) the per annum interest rate publicly announced from time to time by the Administrative Agent to be its prime rate (which may not necessarily be its lowest or best lending rate), as adjusted to conform to changes as of the opening of business on the date of any such change in such prime rate, (ii) the Federal Funds Rate plus 0.5% per annum, as adjusted to conform to changes as of the opening of business on the date of any such change in the Federal Funds Rate, and (iii) the LIBOR Rate that would be applicable to a LIBOR Loan with a 1-month interest period advanced on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.0% per annum. Notwithstanding the foregoing, at no time shall the Base Rate be less than 0%.


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“Base Rate Loan” means, at any time, any Loan that bears interest at such time at the Adjusted Base Rate.

“Beneficial Owner” means, with respect to any U.S. Federal Income Tax, the Person who is treated as the taxpayer under Section 871(a) or 881(a) of the Code, as applicable, or any successor provision, if such Person is not the Recipient.

“Beneficial Ownership Certification” means the certification regarding beneficial ownership of legal entity customers required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrower” has the meaning given to such term in the introductory paragraph hereof.

“Borrowing” means the incurrence by the Borrower on a single date of a group of Loans of a single Class and Type.

“Borrowing Base” means, at any time, an amount equal to the aggregate amount of the Project Values for all Borrowing Base Projects at such time.

“Borrowing Base Project” means each Project that (i) is identified as a Borrowing Base Project on Schedule 1.1(b) as of the Closing Date or (ii) has been approved as a Borrowing Base Project and assigned a Project Value in accordance with Section 2.19.

“Borrowing Date” means, with respect to any Borrowing, the date upon which such Borrowing is made.

“Business Day” means (i) any day other than a Saturday or Sunday, a legal holiday or a day on which commercial banks in Cincinnati, Ohio, or New York, New York are authorized or required by law to be closed and (ii) in respect of any determination relevant to a LIBOR Loan, any such day that is also a day on which trading in Dollar deposits is conducted by banks in London, England in the London interbank Eurodollar market.

“Capital Contribution” means, with respect to any Person, the receipt by such Person after the Closing Date of any capital contribution (whether or not evidenced by any Capital Stock issued by the recipient of such contribution), other than in respect of Disqualified Capital Stock.

“Capital Expenditures” means, for any period, the aggregate amount (whether paid in cash or accrued as a liability) that would, in accordance with GAAP, be included on the consolidated statement of cash flows of the Restricted Parties for such period as additions to equipment, fixed assets, real property or improvements or other capital assets (including Capital Lease Obligations); provided, however, that Capital Expenditures shall not include any such expenditures for replacements, repairs or acquisitions of capital assets, to the extent made with the proceeds of insurance or Asset Dispositions in accordance with Section 2.6(e) or 2.6(f).

“Capital Lease” means, with respect to any Person, any lease of property (whether real, personal or mixed) by such Person as lessee that is or is required to be, in accordance with GAAP, recorded as a capital lease on such Person’s balance sheet.

“Capital Lease Obligations” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capital Leases, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


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“Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock (whether voting or nonvoting, and whether common or preferred) of such corporation, and (ii) with respect to any Person that is not a corporation, any and all partnership, membership, limited liability company or other equity interests of such Person; and in each case, any and all warrants, rights or options to purchase any of the foregoing.

“Cash Collateral” shall have a meaning correlative to the cash or deposit account balances referred to in the definition of Cash Collateralize set forth in this Section 1.1 and shall include the proceeds of such cash collateral and other credit support.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Administrative Agent, the L/C Issuer and the Lenders, as collateral for L/C Obligations, or obligations of Lenders to fund participations in respect thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer shall agree in its sole discretion, other credit support, in each case in Dollars and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer.

“Cash Equivalents” means (i) securities issued or unconditionally guaranteed or insured by the United States of America or any agency or instrumentality thereof, backed by the full faith and credit of the United States of America and maturing within one year from the date of acquisition, (ii) commercial paper issued by any Person organized under the laws of the United States of America, maturing within 180 days from the date of acquisition and, at the time of acquisition, having a rating of at least A-1 or the equivalent thereof by Standard & Poor’s Ratings Services or at least P-1 or the equivalent thereof by Moody’s Investors Service, Inc., (iii) time deposits and certificates of deposit maturing within 180 days from the date of issuance and issued by a bank or trust company organized under the laws of the United States of America or any state thereof (y) that has combined capital and surplus of at least $500,000,000 or (z) that has (or is a subsidiary of a bank holding company that has) a long-term unsecured debt rating of at least A or the equivalent thereof by Standard & Poor’s Ratings Services or at least A2 or the equivalent thereof by Moody’s Investors Service, Inc., (iv) repurchase obligations with a term not exceeding 30 days with respect to underlying securities of the types described in clause (i) above entered into with any bank or trust company meeting the qualifications specified in clause (iii) above, and (v) money market funds at least 95% of the assets of which are continuously invested in securities of the foregoing types.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit, debit or procurement card, electronic funds transfer and other cash management arrangements.

“Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management Agreement, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent, in its capacity as a party to such Cash Management Agreement with any Credit Party, or (ii) as of the Closing Date, is a Lender or an Affiliate of an a Lender and is party to a Cash Management Agreement, in its capacity as party to such Cash Management Agreement with any Credit Party.

“Casualty Event” means, with respect to any property (including any interest in property) of any Restricted Party, any loss of, damage to, or condemnation or other taking of, such property for which such Restricted Party receives insurance proceeds, proceeds of a condemnation award or other compensation.


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“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted or issued.

“Change of Control” means the occurrence of any of the following: (A) (w) prior to the consummation of the Parent Roll Up, the Parent shall cease to own directly 100% of the issued and outstanding Capital Stock of Intermediate Holdco or Intermediate Holdco shall cease to own directly 100% of the issued and outstanding Capital Stock of the Borrower, (x) after the consummation of the Parent Roll Up, the Surviving Parent shall cease to own directly 100% of the issued and outstanding Capital Stock of the Borrower, (y) the Borrower shall cease to own directly 100% of the issued and outstanding Capital of each Project Holding Company or (z) the Project Holding Companies shall cease to Control the Project Subsidiaries, (B) (x) the Advisor (or any successor thereto (I) engaged by Intermediate Holdco and the Borrower within 30 days after the cessation of services from the Advisor and (II) reasonably acceptable to the Administrative Agent) shall cease to provide substantially the same services (in size and scope) to Intermediate Holdco and the Borrower as are provided by the Advisor on the Closing Date or (y) any of Richard Butt, Charles Wheeler or David Sher (or any successor thereto (I) retained by the Advisor within 30 days after such individual’s resignation or other departure from the management of the Advisor and (II) reasonably acceptable to the Administrative Agent) shall cease to be involved in the day- to-day operations of the Advisor in substantially the same capacity as on the Closing Date, (C) the Advisor (or any successor thereto (I) engaged by Intermediate Holdco and the Borrower within 30 days after the cessation of services from the Advisor and (II) reasonably acceptable to the Administrative Agent) shall cease to Control the Parent, Intermediate Holdco or the Borrower, (D) any Person or group of Persons acting in concert as a partnership or other group shall have become, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, the beneficial owner of outstanding Capital Stock of the Parent having 35% or more of the Total Voting Power of the Parent, or (E) during any period of up to twelve consecutive months, individuals on the board of directors of the Parent (together with any new directors whose election to such board of directors or whose nomination for election was approved by either (1) a vote of directors who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, and who constitute a majority of the directors then still in office at the time of such election or nomination or (2) the Advisor) shall cease to consist of a majority of the individuals who constituted the board of directors at the beginning of such period.

“Class” has the meaning given to such term in Section 2.2(a).

“Closing Date” means the date of this Agreement.

“Closing Date Borrowing Base Projects” means those Borrowing Base Projects (and the Project Holding Companies that indirectly own such Borrowing Base Projects) existing as of the Closing Date, as more particularly set forth in Schedule 1.1(b) hereto and identified as Closing Date Borrowing Base Projects therein.


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“Closing Date Credit Parties” means the Borrower, the Parent, Intermediate Holdco, Magnolia Sun LLC, Fresh Air Energy VII, LLC, a Colorado limited liability company and Fresh Air Energy VIII, LLC, a Colorado limited liability company.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all the assets, property and interests in property that shall from time to time be pledged or be purported to be pledged as direct or indirect security for the Obligations pursuant to any one or more of the Security Documents.

“Commercial Operation” means that point achieved when a Project begins generating electricity pursuant to the applicable Power Purchase Agreement.

“Committed Loans” has the meaning given to such term in Section 2.1(a).

“Commitment” means, with respect to any Lender at any time, the commitment of such Lender to make Committed Loans and purchase participations in L/C Obligations hereunder, in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1(a) under the caption “Commitment” or, if such Lender has entered into one or more Assignment and Assumptions, the amount set forth for such Lender at such time in the Register as such Lender’s “Commitment,” in either case, as such amount may be increased or reduced at or prior to such time pursuant to the terms hereof. The Commitments of the Lenders aggregate $97,822,840.75 on the Closing Date. The Commitment of each Lender is allocated between the Initial Converted Term Loan, future Committed Loans and the L/C Sublimit as set forth on Schedule 1.1(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company Parties” means, subject to Section 10.15, the Parent, Intermediate Holdco and the Subsidiaries of Intermediate Holdco.

“Compliance Certificate” means a fully completed and duly executed certificate in the form of Exhibit C, together with a Covenant Compliance Worksheet.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Investment Affiliate” means, with respect to any Person, any other Person (including any fund or investment vehicle) that (i) directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such Person and (ii) is organized primarily for the purpose of making equity or debt investments in one or more companies.

“Conversion Dates” means the Closing Date and the Second Conversion Date.


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“Converted Term Loan” means (i) prior to the Second Conversion Date, the Initial Converted Term Loan and (ii) from and after the Second Conversion Date, the aggregate of the Initial Converted Term Loan and the Second Converted Term Loan.

“Covenant Compliance Worksheet” means a fully completed worksheet in the form of Attachment A to Exhibit C.

“Credit Documents” means this Agreement, the Notes, the Fee Letter, the Applications, the Security Agreement, the Pledge Agreement, the Guaranty, any other Security Documents and all other agreements, instruments, documents and certificates now or hereafter executed and delivered to the Administrative Agent, the L/C Issuer or any Lender by or on behalf of any Credit Party with respect to this Agreement, but specifically excluding any Rate Management Agreement and any Cash Management Agreement.

“Credit Exposure” means, with respect to any Lender at any time, the sum of (i) the aggregate principal amount of all Loans that have been advanced by such Lender under this Agreement as of such time plus (ii) such Lender’s participation interest in L/C Obligations (without duplication) that have been incurred as of such time.

“Credit Limit” means, at any time, the lesser of (a) the aggregate Commitments of the Lenders at such time and (b) the sum of (i) the Borrowing Base at such time plus (ii) the L/C Sublimit.

“Credit Parties” means the Borrower and the Guarantors.

“Debt Issuance” means the issuance, sale or incurrence by any Restricted Party of any debt securities or other Indebtedness, whether in a public offering or otherwise, except for any Indebtedness permitted under Section 7.2.

“Debt Service” means, for any Reference Period, an amount equal to all principal and any interest and fees (other than any fees attributable to transaction costs incurred in connection with the transactions contemplated hereby) accrued with respect to the Loans and the Letters of Credit scheduled to be due and payable by the Borrower under any Credit Document during such period and ordinary course settlement amounts scheduled to be payable by the Borrower under any Rate Management Agreement (without duplication of interest amounts payable under this Agreement) during such period, net of ordinary course settlement amounts scheduled to be received by the Borrower thereunder during such period.

“Debt Service Coverage Ratio” means as of the last day of any Reference Period ending on the last day of a fiscal quarter, the ratio of (i) Operating Cash Available for Debt Service for such Reference Period to (ii) Debt Service for such Reference Period.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any Event of Default or any event or condition that, with the passage of time or giving of notice, or both, would constitute an Event of Default.

“Defaulting Lender” means, subject to Section 2.18(b), any Lender that (i) has failed to (x) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or


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more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (y) pay to the Administrative Agent, the L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (ii) has notified the Borrower, the Administrative Agent or the L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (iii) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (iii) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (iv) has, or has a direct or indirect parent company that has, (x) become the subject of a proceeding under any Debtor Relief Law, (y) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (z) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (iv) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18(b)) upon delivery of written notice of such determination to the Borrower, the L/C Issuer and each Lender.

“Disqualified Capital Stock” means, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or otherwise, (i) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund obligation or otherwise, (ii) is redeemable or subject to any mandatory repurchase requirement at the sole option of the holder thereof, or (iii) is convertible into or exchangeable for (whether at the option of the issuer or the holder thereof) (y) debt securities or (z) any Capital Stock referred to in clause (i) or (ii) above, in each case under clause (i), (ii) or (iii) above at any time on or prior to the first anniversary of the Maturity Date; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so redeemable at the option of the holder thereof, or is so convertible or exchangeable on or prior to such date shall be deemed to be Disqualified Capital Stock.

“Dollars” or “$” means dollars of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established


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in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 10.6(b)(iii), 10.6(b)(v) and 10.6(b)(vi) (subject to such consents, if any, as may be required under Section 10.6(b)(iii)).

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, allegations, notices of noncompliance or violation, investigations by a Governmental Authority, or proceedings (including administrative, regulatory and judicial proceedings) relating in any way to any Hazardous Substance, any actual or alleged violation of or liability under any Environmental Law or any permit issued, or any approval given, under any Environmental Law (collectively, “Claims”), including (i) any and all Claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from any Hazardous Substance or arising from alleged injury or threat of injury to human health or the environment.

“Environmental Laws” means any and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, rules of common law and orders of courts or Governmental Authorities, relating to the protection of human health, occupational safety with respect to exposure to Hazardous Substances, or the environment, now or hereafter in effect, and in each case as amended from time to time, including requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation, response or remediation of Hazardous Substances.

“ERISA” means the Employee Retirement Income Security Act of 1974, and all rules and regulations from time to time promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Restricted Party, is treated as (i) a single employer under Section 414(b), (c), (m) or (o) of the Code or (ii) a member of the same controlled group under Section 4001(a)(14) of ERISA.

“ERISA Event” means any of the following: (i) a “reportable event” as defined in Section 4043(c) of ERISA with respect to a Plan or, if any Restricted Party or any ERISA Affiliate has received notice, a Multiemployer Plan, for which the requirement to give notice has not been waived by the PBGC (provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code shall be considered a “reportable event” regardless of the issuance of any waiver), (ii) the application by any Restricted Party or any ERISA Affiliate for a funding waiver pursuant to Section 412 of the Code, (iii) the incurrence by any Restricted Party or any ERISA Affiliate of any Withdrawal Liability, or the receipt by any Restricted Party or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA, (iv) the distribution by any Restricted Party or any ERISA Affiliate under Section 4041 of ERISA of a notice of intent to terminate any Plan or the taking of


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any action to terminate any Plan, (v) the commencement of proceedings by the PBGC under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Restricted Party or any ERISA Affiliate of a notice from any Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan, (vi) the institution of a proceeding by any fiduciary of any Multiemployer Plan against any Restricted Party or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days, (vii) the imposition upon any Restricted Party or any ERISA Affiliate of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, or the imposition or threatened imposition of any Lien upon any assets of any Restricted Party or any ERISA Affiliate as a result of any alleged failure to comply with the Code or ERISA with respect to any Plan, or (viii) the engaging in or otherwise becoming liable for a Prohibited Transaction by any Restricted Party or any ERISA Affiliate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning given to such term in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.17 and any other “keepwell, support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Credit Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Tax Credit Subsidiary” means any Subsidiary of the Borrower (A) that (a) owned or operated any portion of a Tax Credit Project prior to becoming a Subsidiary of the Borrower and continues to own or operate such Tax Credit Project, (b) is bound by contractual arrangements with the tax equity investor (i.e., the beneficiary of the Tax Credit) with respect to such Tax Credit Project that (i) prohibit such Subsidiary from acting as a Guarantor or require the consent of such tax equity investor for such Subsidiary to act as a Guarantor and (ii) existed at the time such Person became a Subsidiary of the Borrower and were not created in anticipation or contemplation thereof, and (c) for which the burden or expense of obtaining such tax equity investor’s consent to such Subsidiary becoming a Guarantor is excessive in light of the benefit to be provided by such Subsidiary acting as a Guarantor, as reasonably determined by the Administrative Agent, (B) is identified as an Excluded Tax Credit Subsidiary on Schedule 1.1(b) as of the Closing Date, or (C) may be approved as an Excluded Tax Credit Subsidiary by the Administrative Agent in its sole discretion in writing from time to time.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (x) imposed as a result of such Recipient being organized under the


			- 11 -

laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) that are Other Connection Taxes; (ii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.17) or (y) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.15, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office; (iii) Taxes attributable to such Recipient’s failure to comply with Section 2.15(g); and (iv) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning given to such term in the recitals hereof.

“Existing Loans” has the meaning given to such term in Section 10.18.

“FASB” means the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Rate” means, for any day, a fluctuating per annum interest rate equal to the weighted average (rounded upwards, if necessary, to the nearest 1/100 of one percentage point) of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the nearest 1/100 of one percentage point) of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. Notwithstanding the foregoing, at no time shall the Federal Funds Rate be less than 0%.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System.

“Fee Letter” means that certain letter from the Administrative Agent or the Arranger to the Borrower, dated as of November 16, 2020, relating to certain fees payable by the Borrower in respect of the transactions contemplated by this Agreement.

“Fifth Third” means Fifth Third Bank, National Association.

“Financial Condition Certificate” means a fully completed and duly executed certificate, in substantially the form of Exhibit G, together with the attachments thereto.

“Financial Officer” means, with respect to any Person, the chief financial officer, vice president - finance, principal accounting officer or treasurer of such Person.

“fiscal quarter” or “FQ” means a fiscal quarter of the Restricted Parties.

“fiscal year” or “FY” means a fiscal year of the Restricted Parties, which ends on December 31.


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“Foreign Lender” means a Lender that is organized under the laws of a jurisdiction outside of the United States.

“Foreign Subsidiary” means, with respect to any Person, a Subsidiary of such Person (i) that is a “controlled foreign corporation,” as such term is defined in Section 957 of the Code, or (ii) substantially all of the assets of which is Capital Stock of Persons described in clause (i) above.

“Fronting Exposure” means, at any time there is a Defaulting Lender, such Defaulting Lender’s Applicable L/C Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States of America, as set forth in the statements, opinions and pronouncements of the Accounting Principles Board, the American Institute of Certified Public Accountants and FASB, consistently applied and maintained, as in effect from time to time (subject to the provisions of Section 1.2).

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank, and including regional transmission organizations (RTO’s), independent system operators (ISO’s), and any quasi-governmental regulatory entity exercising oversight over power generation, sales, distribution or transmission).

“Guarantor” means, subject to Section 10.15, the Parent, Intermediate Holdco and each Subsidiary of the Borrower that is a guarantor of the Obligations under the Guaranty (or under another guaranty agreement in form and substance satisfactory to the Administrative Agent); provided, however, that notwithstanding the foregoing, no Foreign Subsidiary of the Borrower and no Excluded Tax Credit Subsidiary shall be a Guarantor.

“Guaranty” means a guaranty agreement made by the Guarantors in favor of the Administrative Agent, the Lenders and the L/C Issuer, in substantially the form of Exhibit F.

“Guaranty Obligation” means, with respect to any Person, any direct or indirect liability of such Person with respect to any Indebtedness, liability or other obligation (the “primary obligation”) of another Person (the “primary obligor”), whether or not contingent, (i) to purchase, repurchase or otherwise acquire such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or provide funds (x) for the payment or discharge of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor (including keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements), (iii) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor in respect thereof to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss or failure or inability to perform in respect thereof; provided, however, that, with respect to the Company Parties, the term “Guaranty Obligation” shall not


			- 13 -

include endorsements for collection or deposit in the ordinary course of business. The amount of any Guaranty Obligation of any guaranteeing Person hereunder shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made and (b) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless such primary obligation and the maximum amount for which such guaranteeing Person may be liable are not stated or determinable, in which case the amount of such Guaranty Obligation shall be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by such guaranteeing Person in good faith.

“Hazardous Substance” means any substance or material meeting any one or more of the following criteria: (i) it is or contains a substance designated as a solid or hazardous waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under any Environmental Law, (ii) its presence or release could reasonably be expected to require investigation or response under any Environmental Law or (iii) it is or contains, without limiting the foregoing, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or wastes, crude oil, nuclear fuel, natural gas or synthetic gas.

“Incremental Amendment” has the meaning given to such term in Section 2.22.

“Incremental Commitment” has the meaning given to such term in Section 2.22(e).

“Incremental Increase” has the meaning given to such term in Section 2.22.

“Indebtedness” means, with respect to any Person (without duplication), (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments, or upon which interest payments are customarily made, (iii) the maximum stated or face amount of all surety bonds, letters of credit and bankers’ acceptances issued or created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (iv) all obligations of such Person to pay the deferred purchase price of property or services (excluding any trade payable incurred in the ordinary course of business that is (A) not more than 60 days past due or (B) subject to a good to a good faith dispute), (v) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (vi) all Capital Lease Obligations of such Person, (vii) all Disqualified Capital Stock issued by such Person, with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, (viii) the principal balance outstanding and owing by such Person under any synthetic lease, tax retention operating lease or similar off-balance sheet financing product, (ix) all Guaranty Obligations of such Person with respect to Indebtedness of another Person, (x) the net termination obligations of such Person under any Rate Management Agreements, calculated as of any date as if such agreement or arrangement were terminated as of such date, and (xi) all indebtedness of the types referred to in clauses (i) through (x) above (A) of any partnership or unincorporated joint venture in which such Person is a general partner or joint venturer to the extent such Person is liable therefor or (B) secured by any Lien on any property or asset owned or held by such Person regardless of whether or not the indebtedness secured thereby shall have been incurred or assumed by such Person or is nonrecourse to the credit of such Person, the amount thereof being equal to the lesser of (y) the value of the property or assets subject to such Lien and (z) the amount of such indebtedness.

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.


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“Initial Converted Term Loan” has the meaning given to such term in Section 2.1(b).

“Intellectual Property” means (i) all inventions (whether or not patentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissues, continuations, continuations-in-part, divisions, revisions, extensions, and reexaminations thereof, (ii) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (iii) all copyrightable works and all copyrights (registered and unregistered), (iv) all trade secrets and confidential information (including financial, business and marketing plans and customer and supplier lists and related information), (v) all computer software and software systems (including data, databases and related documentation), (vi) all Internet web sites and domain names, (vii) all technology, know-how, processes and other proprietary rights, and (viii) all licenses or other agreements to or from third parties regarding any of the foregoing.

“Interest Period” means, with respect to the initial Interest Period hereunder, the period commencing on the Closing Date and ending on December 31, 2020, and with respect to any subsequent Interest Period hereunder, the period commencing on the last Business Day of each calendar quarter and ending on the last Business Day of the following calendar quarter.

“Intermediate Holdco” has the meaning given to such term in the introductory paragraph hereof.

“Investments” has the meaning given to such term in Section 7.5.

“IRS” means the United States Internal Revenue Service.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means Fifth Third in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, at any time the same is to be determined, the sum of (a) the full amount available for drawing under all outstanding Letters of Credit plus (b) all unpaid Reimbursement Obligations.

“L/C Participation Fee” has the meaning given to such term in Section 2.21(g).

“L/C Sublimit” means $4,074,833.98, as modified pursuant to the terms hereof.

“Lender” means each Person signatory hereto as a “Lender” and each other Person that becomes a “Lender” hereunder pursuant to the terms hereof.

“Lending Office” means, with respect to any Lender or the L/C Issuer, the office of such Person designated as such in such Person’s Administrative Questionnaire or in connection with an Assignment and Assumption, or such other office as may be otherwise designated in writing from time to time by such Person to the Borrower and the Administrative Agent. A Lender may designate separate Lending Offices as provided in the foregoing sentence for the purposes of making or maintaining different Types of Loans, and any such office may be a domestic or foreign branch or Affiliate of such Person.

“Letter of Credit” has the meaning given to such term in Section 2.21(a).


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“LIBOR” has the meaning given to such term in Section 2.23.

“LIBOR Loan” means, at any time, any Loan that bears interest at such time at the applicable Adjusted LIBOR Rate.

“LIBOR Rate” means, for any Interest Period in accordance with this Agreement, the rate of interest rounded upwards (the “Rounding Adjustment”), if necessary, to the next 1/8 of 1% (and adjusted for reserves if the Administrative Agent is required to maintain reserves with respect to relevant advances) fixed by ICE Benchmark Administration Limited (or any successor thereto, or replacement thereof, approved by the Administrative Agent, each an “Alternate LIBOR Source”) at approximately 11:00 a.m., London, England time (or the relevant time established by ICE Benchmark Administration Limited, an Alternate LIBOR Source, or the Administrative Agent, as applicable), two Business Days prior to the first day of such Interest Period, relating to quotations

for the three month London InterBank Offered Rates on U.S. Dollar deposits, as displayed by Bloomberg LP (or any successor thereto, or replacement thereof, as approved by the Administrative Agent, each an “Approved Bloomberg Successor”), or, if no longer displayed by Bloomberg LP (or any Approved Bloomberg Successor), such rate as shall be determined in good faith by the Administrative Agent from such sources as it shall determine to be comparable to Bloomberg LP (or any Approved Bloomberg Successor), all as determined by the Administrative Agent in accordance with this Agreement and the Administrative Agent’s loan systems and procedures periodically in effect. If the LIBOR Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement (the “LIBOR Rate Minimum”); provided that, at any time during which a Rate Management Agreement with the Administrative Agent is then in effect with respect to all or a portion of the Obligations, the LIBOR Rate Minimum and the Rounding Adjustment shall be disregarded and no longer of any force and effect with respect to such portion of the Obligations subject to such Rate Management Agreement. Each determination by the Administrative Agent of the LIBOR Rate shall be binding and conclusive in the absence of manifest error.

“Lien” means any mortgage, pledge, hypothecation, assignment, security interest, lien (statutory or otherwise), charge or other encumbrance of any nature, whether voluntary or involuntary, including the interest of any vendor or lessor under any conditional sale agreement, title retention agreement, Capital Lease or any other lease or arrangement having substantially the same effect as any of the foregoing.

“Loans” means any or all of the Committed Loans and the Converted Term Loan.

“Margin Stock” has the meaning given to such term in Regulation U.

“Material Adverse Effect” means a material adverse change in, or a material adverse effect upon, (i) the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Restricted Parties, taken as a whole, (ii) the ability of any Credit Party to perform its obligations under this Agreement or any of the other Credit Documents to which it is a party, or (iii) the legality, validity or enforceability of this Agreement or any of the other Credit Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder and thereunder.

“Material Casualty Event” means any Casualty Event affecting (i) all or any portion of any Borrowing Base Project the Net Cash Proceeds of which are equal to or greater than 5% of such Project’s Project Value or (ii) all or any portion of any Project (other than a Borrowing Base Project) of a Restricted Party the Net Cash Proceeds of which are equal to or greater than $500,000.


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“Material Contracts” means, collectively, (i) each Power Purchase Agreement for each Borrowing Base Project and (ii) each other agreement to which any Restricted Party is a party, by which any Restricted Party or its properties is bound or to which any Restricted Party is subject, in each instance the default under or termination or cancellation of which could reasonably be expected to result in a Material Adverse Effect.

“Material Indebtedness” means any Indebtedness (i) of the Parent or Intermediate Holdco having an aggregate principal amount of at least the greater of (x) $5,000,000 or (y) 5% of the net assets of the Parent or Intermediate Holdco, as applicable, or (ii) of any Restricted Party having an aggregate principal amount of at least $1,000,000.

“Maturity Date” means June 20, 2025, or if such day is not a Business Day, the immediately preceding Business Day.

“Moody’s” means Moody’s Investor Services, Inc. or any successor thereto.

“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which any Restricted Party or any ERISA Affiliate makes, is making or is obligated to make contributions or has made or been obligated to make contributions.

“Net Cash Proceeds” means, in the case of any Debt Issuance, Capital Contribution, Casualty Event or Asset Disposition, the aggregate cash proceeds received by any Restricted Party in respect thereof (including, in the case of a Casualty Event, insurance proceeds and condemnation awards), minus the sum of (i) reasonable fees and out-of-pocket expenses payable by the Restricted Parties to third parties that are not Affiliates of any Restricted Party in connection therewith, (ii) taxes paid or payable as a result thereof, and (iii) in the case of a Casualty Event or an Asset Disposition, the amount required to retire Indebtedness to the extent such Indebtedness is secured by Permitted Liens (ranking senior to the Administrative Agent’s Lien under the Credit Documents) on the subject property; it being understood that the term “Net Cash Proceeds” shall include, as and when received, any cash received upon the sale or other disposition of any non- cash consideration received by any Restricted Party in respect of any of the foregoing events.

“Non-Consenting Lender” means a Lender that does not approve any consent, waiver or amendment to any Credit Document that (i) requires the approval of all Lenders (or all Lenders directly affected thereby) under Section 10.5 and (ii) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender at such time.

“Non-U.S. Lender” means a Lender that is not a U.S. Person.

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing the Loans made or held by such Lender, in substantially the form of Exhibit A.

“Notice of Borrowing” has the meaning given to such term in Section 2.2(b).

“Obligations” means all principal of and interest on the Loans and all fees, expenses, indemnities and other obligations owing, due or payable at any time by any Credit Party to the Administrative Agent, any Lender or any other Person entitled thereto, under this Agreement or any of the other Credit Documents (including interest, fees and expenses accruing after the filing of a petition or commencement of a case by or with respect to any Credit Party or any Affiliate thereof seeking relief under any Debtor Relief Law, whether or not the claim for such interest,


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fees and expenses is allowed in such proceeding), and all payment and other obligations owing or payable at any time by any Credit Party to any Rate Management Party under or in connection with any Rate Management Agreement required or permitted by this Agreement, and all payment and other obligations owing or payable at any time by any Credit Party to any Cash Management Bank under or in connection with any Cash Management Agreement, in each case whether direct or indirect, joint or several, absolute or contingent, matured or unmatured, now existing or hereafter arising, liquidated or unliquidated, secured or unsecured, and whether existing by contract, operation of law or otherwise; provided that Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Operating Cash Available for Debt Service” means, for any Reference Period, the difference of (i) all income and cash revenues received by the Borrower during such period, including all distributions and other payments of any nature made to the Borrower from its Subsidiaries and all other income, revenue or other amounts, however earned or received by the Borrower during such period (other than (a) the proceeds of the Loans and (b) any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event) for such period, minus (ii) all operating expenses of the Borrower for such period.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.17(a)).

“Parent” has, subject to Section 10.15, the meaning given to such term in the introductory paragraph hereof.

“Parent Roll Up” means any consolidation, merger, combination of, or sale or distribution of all assets of, the Parent and/or Intermediate Holdco (i) the effect of which is that, immediately after giving effect thereto, (A) all of the assets owned by the Parent and Intermediate Holdco immediately prior thereto are owned by a single surviving Person (as between the Parent and Intermediate Holdco, the “Surviving Parent”), (B) the Surviving Parent is directly owned by the Persons that owned the Parent immediately prior thereto and (C) the Surviving Parent directly owns 100% of the outstanding Capital Stock of the Borrower and (ii) in respect of which the Borrower shall have delivered to the Administrative Agent (A) at least 10 Business Days prior to the consummation thereof, notice of the date on which the Parent Roll Up will be consummated and a reasonably detailed description of the terms and structure thereof and drafts of the operative documents and (B) on the date of the consummation thereof, any documents and other instruments (including legal opinions of counsel), duly executed and in form and substance reasonably satisfactory to the Administrative Agent, as are reasonably requested by the Administrative Agent to evidence and confirm the fact that, immediately after giving effect to the Parent Roll Up, the Administrative Agent will have a perfected security interest in 100% of the Capital Stock of the Borrower.


			- 18 -

“Participant” has the meaning given to such term in Section 10.6(e).

“Participant Register” has the meaning given to such term in Section 10.6(e)

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) of 2001, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

“Payment Instructions” means the account and office of the Administrative Agent designated by the Administrative Agent for such purpose from time to time.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, and any successor thereto.

“Permitted Liens” has the meaning given to such term in Section 7.3.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA that is subject to the provisions of Title IV of ERISA (other than a Multiemployer Plan) and to which any Restricted Party or any ERISA Affiliate may have any liability.

“Platform” has the meaning given to such term in Section 10.4(b).

“Pledge Agreement” means the Pledge Agreement made by Intermediate Holdco in favor of the Administrative Agent, in substantially the form of Exhibit E-2.

“Power Purchase Agreement” means, with respect to any Project, any power purchase agreement, interconnection agreement, solar services agreement, net metering agreement, renewable energy certificate purchase agreement or similar agreement between the applicable Project Subsidiary or Tax Credit Party and any transmitting utility properly authorized in the State in which such Project is located or other offtaker (together with all schedules and exhibits thereto).

“Pre-Approved Borrowing Base Projects” means those Projects (and the Project Holding Companies that indirectly own such Projects) existing as of the Closing Date and identified on Schedule 1.1(e)(i) and (ii) hereto as Pre-Approved Borrowing Base Projects.

“Pro Forma Basis” has the meaning given to such term in Section 1.3(b).

“Proceeds Delivery Date” has the meaning given to such term in Section 2.6(e) or 2.6(f), as applicable.

“Prohibited Transaction” means any transaction described in (i) Section 406 of ERISA that is not exempt by reason of Section 408 of ERISA or by reason of a Department of Labor prohibited transaction individual or class exemption or (ii) Section 4975(c) of the Code that is not exempt by reason of Section 4975(c)(2) or 4975(d) of the Code.

“Project” means one or more commercial-scale distributed generation or utility-scale solar photovoltaic power generation systems, whether in operation or under construction. For the avoidance of doubt, “Project” includes Tax Credit Projects.


			- 19 -

“Project Amortization Period” means, with respect to any Borrowing Base Project, an amortization period equal to the greater of (a) the term (expressed in months) of the Power Purchase Agreement in place for such Borrowing Base Project remaining as of the Applicable Conversion Date (such remaining term not to exceed 180 months for purposes of this clause (a)) and (b) 90% of the term (expressed in months) of the Power Purchase Agreement in place for such Borrowing Base Project remaining as of the Applicable Conversion Date (such remaining term not to exceed 276 months for purposes of this clause (b)).

“Project Documents” means, with respect to any Project, the documents set forth on Schedule 2.19.

“Project Holding Companies” means East to West Solar II LLC, a Delaware limited liability company, Magnolia Sun LLC, a Delaware limited liability company, Foresight Solar LLC, a Delaware limited liability company, Powerhouse One, LLC, a Tennessee limited liability company, Green Maple LLC, a Delaware limited liability company, Six States Solar II LLC, a Delaware limited liability company, Phelps Management LLC, a Delaware limited liability company, Longleaf Solar Energy Manager LLC, a Delaware limited liability company, AC Solar 1 Manager LLC, a Delaware limited liability company, Golden Horizons Solar LLC, a Delaware limited liability company, and Rockville Solar Master Tenant, LLC, an Indiana limited liability company, and any other Subsidiary of the Borrower that directly owns any Capital Stock issued by a Project Subsidiary or a Tax Credit Party. As of the Closing Date, each Project Holding Company is identified as such on Schedule 1.1(b).

“Project Release Price” means, with respect to any Project owned by any Restricted Party, the sum of (i) the Project Value in effect as of such calculation, less (ii) the principal amount of the Aggregate Credit Exposure paid by Borrower and attributable to such Project as determined by the Administrative Agent pursuant to a financial calculation model disseminated to Borrower; provided that if such sum is a negative number, the Project Release Price shall equal $0.

“Project Subsidiary” means any Restricted Party that owns a Borrowing Base Project.

“Project Value” means, at any time with respect to any Borrowing Base Project, the aggregate principal amount of Committed Loans available to be borrowed hereunder with respect to such Borrowing Base Project, as most recently assigned to such Borrowing Base Project in accordance with Section 2.19 or 2.20.

“Project Warranties” has the meaning given to such term in Schedule 2.19.

“Qualified ECP Guarantor” means, at any time, each Credit Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Rate Management Agreement” means any agreement, device or arrangement providing for payments which are related to fluctuations of interest rates, exchange rates, forward rates, or equity prices, including any transaction, device, agreement or arrangement (i) that is or is the functional equivalent of a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index


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transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) that is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, or any combination of these transactions, and including any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other similar master agreement, and any schedules, confirmations and documents and other confirming evidence between the parties confirming transactions thereunder, all whether now existing or hereafter arising.

“Rate Management Obligations” means any and all obligations of any Credit Party to any Rate Management Party, whether absolute, contingent or otherwise and howsoever and whensoever (whether now or hereafter) created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under or in connection with (i) any and all Rate Management Agreements, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Agreement.

“Rate Management Party” means any Lender or any Affiliate of any Lender in its capacity as a counterparty to any Rate Management Agreement with any Credit Party, which Rate Management Agreement is required or permitted under this Agreement to be entered into by such Credit Party, or any former Lender or any Affiliate of any former Lender in its capacity as a counterparty to any such Rate Management Agreement entered into prior to the date such Person or its Affiliate ceased to be a Lender.

“Real Property Support Documents” means such title searches, surveys, Phase I and Phase II environmental site assessments, environmental questionnaires, landlord consents and waivers, subordination and nondisturbance agreements, and other third-party consents and real property-related documents as the Administrative Agent reasonably requires, in each case in form and substance reasonably satisfactory to the Administrative Agent.

“Realty” means all real property and interests in real property now or hereafter owned or leased by any Restricted Party.

“Recipient” means (i) the Administrative Agent, (ii) any Lender and (iii) the L/C Issuer, as applicable.

“Reference Period” with respect to any date of determination means (except as may be otherwise expressly provided herein) the period of four consecutive fiscal quarters of the Borrower immediately preceding such date or, if such date is the last day of a fiscal quarter, the period of four consecutive fiscal quarters of the Borrower ending on such date.

“Register” has the meaning given to such term in Section 10.6(d).

“Regulations D, T, U and X” mean Regulations D, T, U and X, respectively, of the Federal Reserve Board, and any successor regulations.

“Reimbursement Obligation” has the meaning given to such term in Section 2.21(c).


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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Required Lenders” means, at any time, Lenders holding outstanding Credit Exposure and Unutilized Commitments (or, after the termination of the Commitments, outstanding Credit Exposure) representing more than 50% of the aggregate, at such time, of all outstanding Credit Exposure and Unutilized Commitments (or, after the termination of the Commitments, the aggregate at such time of all outstanding Credit Exposure); provided that the Commitment of, and the portion of the outstanding Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. For the purposes of this definition, in no event shall Required Lenders include fewer than two (2) Lenders at any time there are two (2) or more Lenders.

“Requirement of Law” means, with respect to any Person, the charter, constitution, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person, and any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject or otherwise pertaining to any or all of the transactions contemplated by this Agreement and the other Credit Documents.

“Resignation Effective Date” has the meaning given to such term in Section 9.6(a).

“Responsible Officer” means, with respect to any Person, the president, the chief executive officer, the chief financial officer, any executive officer, or any other Financial Officer of such Person, and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement or any other Credit Document.

“Restricted Parties” means the Borrower and its Subsidiaries.

“Revaluation Notice” has the meaning given to such term in Section 2.22(a).

“S&P” means Standard & Poor’s Rating Group (a division of McGraw Hill, Inc.) or any successor thereto.

“Sanctioned Country” means, at any time, a country or territory that is itself the subject or target of any Sanctions (including Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means, at any time, (i) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority, (ii) any Person operating, organized or resident in a Sanctioned Country or (iii) any Person owned or controlled by any such Person or Persons described in clauses (i) and (ii).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“Second Conversion Date” means the earlier of (a) the first anniversary of the Closing Date, or if such day is not a Business Day, the immediately preceding Business Day; provided that if Borrower has timely submitted prior to the Second Conversion Date an Approval Request and the required conditions precedent set forth in this Agreement for the addition of such


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proposed Borrowing Base Project have been satisfied except for any consent and evaluation of the Administrative Agent and the Required Lenders, then the Second Conversion Date, to the extent it is applicable, shall be automatically extended to the date the Administrative Agent and Required Lenders formally approve or reject such proposed Borrowing Base Project, and (b) the date that the aggregate Commitments have been fully drawn.

“Second Converted Term Loan” has the meaning given to such term in Section 2.1(c).

“Security Agreement” means the Pledge and Security Agreement made by the Borrower, the Subsidiary Guarantors that are Project Holding Companies and any other parties thereto in favor of the Administrative Agent, in substantially the form of Exhibit E-1.

“Security Documents” means the Security Agreement, the Pledge Agreement, and all other pledge or security agreements, assignments or other agreements or instruments executed and delivered by any Credit Party, pursuant to Section 5.10 or otherwise in connection with the transactions contemplated hereby, pursuant to which Liens are granted to the Administrative Agent by the Credit Parties as security for some or all of the Obligations or such Liens are perfected.

“Specified Capital Contribution” has the meaning set forth in Section 8.4.

“Specified Guarantor” means any Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.17).

“Specified Offtakers” means the regulated utility offtakers specified on Schedule 1.1(d) attached hereto.

“Subordinated Indebtedness” means any unsecured Indebtedness of the Borrower and its Subsidiaries that is expressly subordinated in right of payment and performance to the Obligations.

“Subsidiary” means, with respect to any Person (the “parent”), (i) any other Person of which more than 50% of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors, board of managers or other governing body of such Person, is at the time, directly or indirectly, owned or controlled by the parent and one or more of its other Subsidiaries or a combination thereof (irrespective of whether, at the time, securities of any other class or classes of any such Person shall or might have voting power by reason of the happening of any contingency) and (ii) any other Person (other than a Tax Credit Party) the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP. When used without reference to a parent entity, the term “Subsidiary” shall be deemed to refer to a Subsidiary of the Borrower.

“Subsidiary Guarantor” means any Guarantor that is a Subsidiary of the Borrower.

“Surviving Parent” has the meaning given to such term in the definition of “Parent Roll Up.”

“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


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“Tax Credit” means (i) any investment tax credit under Title 26, Section 48 of the Code or any successor or other similar provision, including any similar provision concerning a refundable tax credit that replaces such investment tax credit program, (ii) any production tax credit under the American Recovery and Reinvestment Act of 2009 and (iii) other tax credits established by the IRS or a state of the United States for the purchase, lease or other acquisition of a Project.

“Tax Credit Party” means, with respect to any Tax Credit Project, any Person (i) that directly or indirectly owns or leases any portion of such Tax Credit Project, (ii) that is Controlled, directly or indirectly, by the Borrower and (iii) of which not more than 50% of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors, board of managers or other governing body of such Person, is at the time, directly or indirectly, owned or controlled by the Borrower and one or more of its other Subsidiaries or a combination thereof (irrespective of whether, at the time, securities of any other class or classes of any such Person shall or might have voting power by reason of the happening of any contingency).

“Tax Credit Project” means any Project that includes, utilizes or monetizes any Tax Credits. For purposes hereof, a Tax Credit Project is deemed to be owned by each applicable Tax Credit Party and each Restricted Party that owns or operates any portion of such Tax Credit Project.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” means the Second Conversion Date or such earlier date of termination of the Commitments pursuant to Section 2.5 or 8.2.

“Total Voting Power” means, with respect to any Person, the total number of votes which may be cast in the election of directors (or equivalent governing body members) of such Person at any meeting of stockholders or other equityholders of such Person if all securities entitled to vote in the election of directors (or equivalent governing body members) of such Person (on a fully diluted basis, assuming the exercise, conversion or exchange of all rights, warrants, options and securities exercisable for, exchangeable for or convertible into, such voting securities) were present and voted at such meeting (other than votes that may be cast only upon the happening of a contingency).

“Transaction Documents” means, collectively, this Agreement and the other Credit Documents and all other agreements, instruments, certificates and documents executed and delivered in connection with the Transactions.

“Transactions” means, collectively, the transactions contemplated by the Transaction Documents, including (i) the initial extensions of credit hereunder on the Closing Date and (ii) the payment of permitted fees and expenses in connection with the foregoing.

“Type” means Base Rate Loans or LIBOR Loans, as applicable.

“Unutilized Commitment” means, with respect to any Lender at any time, such Lender’s Commitment at such time less the sum of (i) the aggregate principal amount of all Loans that have been advanced by such Lender under this Agreement as of such time plus (ii) such Lender’s participation interest in L/C Obligations (without duplication) that have been incurred as of such time. The Unutilized Commitments of the Lenders aggregate $2,983,842.33 on the Closing Date.


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“U.S. Federal Income Taxes” means any U.S. federal Taxes described in Section 871(a) or 881(a) of the Code, or any successor provision (or any withholding with respect to such Taxes).

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.15(g).

“Wholly Owned” means, with respect to any Subsidiary of any Person, that 100% of the outstanding Capital Stock of such Subsidiary (excluding in the case of a Foreign Subsidiary only, any directors’ qualifying shares and shares required to be held by foreign nationals) is owned, directly or indirectly (unless otherwise indicated), by such Person.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the Borrower or the Administrative Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2Accounting Terms. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with, GAAP applied on a basis consistent with the audited consolidated financial statements in respect of fiscal year 2019 delivered to the Lenders pursuant to Section 5.1(b) of the Existing Credit Agreement and (other than in respect of any financial statements of the Parent and its Subsidiaries to be prepared on a consolidated basis) without regard to FASB ASC 946; provided that if the Borrower notifies the Administrative Agent that it wishes to amend any financial covenant in Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP as in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amounts thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities and any other accounting rule to the contrary shall be disregarded, and (ii) any impact on the income of the Borrower and its Subsidiaries due to mark-to-market accounting requirements with respect to Rate Management Agreements shall be disregarded.

1.3Other Terms; Construction.

With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”


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shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document (including the Credit Documents and any organizational documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented (subject to any restrictions on such amendments, amendment and restatements, modifications, extensions, restatements, replacements or supplements set forth herein or in any other Credit Document), (ii) any reference in any Credit Document to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iv) all references in a Credit Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law in any Credit Document shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation in any Credit Document shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or disposition, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

(b)Notwithstanding the foregoing, any calculation of the Debt Service Coverage Ratio to determine whether a condition to any transaction has been met, shall be determined in each case on a pro forma basis (a “Pro Forma Basis”) after giving effect to any Acquisition, Asset Disposition, incurrence of Indebtedness, dividend, distribution or share repurchase, or other transaction (each, a “transaction”) occurring during the most recently completed Reference Period for which financial statements have been delivered to the Administrative Agent hereunder or after such Reference Period and prior to the date of calculation (or proposed to be consummated, as the case may be, whether or not during such Reference Period) as if such transaction had occurred during such Reference Period, in accordance with the following (or as otherwise specified in the applicable provision hereunder):

(i)any Indebtedness incurred or assumed by any Company Party in connection with any transaction (including any Indebtedness of a Person acquired in an Acquisition that is not retired or repaid in connection therewith) shall be deemed to have been incurred or assumed as of the last day of the applicable Reference Period;

(ii)any Indebtedness retired or repaid in connection with any transaction (including any Indebtedness of a Person acquired in an Acquisition) shall be deemed to have been retired or repaid as of the last day of the applicable Reference Period; and

(iii)with respect to any Acquisition, income statement items (whether positive or negative) and balance sheet items attributable to the Person or assets acquired shall (to the extent not otherwise included in the consolidated financial statements of the Borrower and its Subsidiaries in accordance with GAAP or in accordance with other provisions of this Agreement) be included in such calculations to the extent relating to the applicable


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Reference Period; provided that such income statement and balance sheet items are reflected in financial statements or other financial data reasonably acceptable to the Administrative Agent.

(c)Calculations of the Debt Service Coverage Ratio (and all defined terms used and other calculations made therein) to determine compliance with Section 6.1 in respect of any Reference Period shall include, with respect to each component of such calculation, the actual amount thereof attributable to any Person only for such portion of such Reference Period during which such Person was a member of the group described in the applicable definition.

1.4Interest Rates. If at any time any interest rate quoted or otherwise made available from time to time under this Agreement is no longer available generally, as determined by the Administrative Agent, then the Administrative Agent (after consultation with the Borrower) may, by written notice to the Lenders and the Borrower, substitute such unavailable interest rate with another published interest rate that the Administrative Agent determines adequately reflects the all-in-cost of funds to the Administrative Agent and the Lenders.

Article II

AMOUNT AND TERMS OF CREDIT

1.1Commitments.

(a)Each Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans (the “Committed Loans”) to the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but not including the Termination Date, in an aggregate principal amount not exceeding the portion of its Commitment allocated to Loans (as set forth on Schedule 1.1(a)); provided, however, that no Borrowing of Committed Loans shall be made if, immediately after giving effect thereto, (x) the Credit Exposure of any Lender would exceed its Commitment at such time or (y) the Aggregate Credit Exposure would exceed the Credit Limit at such time. The Commitments are non-revolving and, to the extent repaid, Committed Loans may not be reborrowed. Availability of Committed Loans under the Commitments shall cease on the Termination Date.

(b)Subject to and upon the terms and conditions set forth herein, on the Closing Date, all Committed Loans outstanding on the Closing Date (including any Committed Loans made on the Closing Date) shall automatically convert into an amortizing term loan (together with any Existing Loans, collectively, the “Initial Converted Term Loan”), without such conversion constituting a repayment or novation of such Committed Loans. The portion of the principal amount of the Initial Converted Term Loan held by each Lender outstanding on the Closing Date shall equal the aggregate principal amount of the Committed Loans of such Lender outstanding on the Closing Date immediately prior to such conversion (including any Committed Loans made by such Lender on the Closing Date) plus the aggregate principal amount of Existing Loans of such Lender outstanding on the Closing Date. No portion of the Initial Converted Term Loan shall be made at any time after the Closing Date. To the extent repaid, the Initial Converted Term Loan may not be reborrowed.

(c)Subject to and upon the terms and conditions set forth herein, on the Second Conversion Date, all Committed Loans outstanding on the Second Conversion Date (including any Committed Loans made on the Second Conversion Date) shall automatically convert into an amortizing term loan (the “Second Converted Term Loan”), without such conversion constituting a repayment or novation of such Committed Loans. The portion of the principal amount of the Second Converted Term Loan held by each Lender outstanding on the Second Conversion Date shall equal the aggregate principal amount of the Committed Loans of such Lender outstanding


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on the Second Conversion Date immediately prior to such conversion (including any Committed Loans made by such Lender on the Second Conversion Date). No portion of the Second Converted Term Loan shall be made at any time after the Second Conversion Date. To the extent repaid, the Second Converted Term Loan may not be reborrowed.

1.2Types of Loans; Borrowings.

(a)The Committed Loans and Converted Term Loan (each a “Class” of Loan) shall each be LIBOR Loans (except under the circumstances described in Sections 2.14(e), 2.14(f), 2.23 and 2.21).

(b)In order to make a Borrowing (other than Borrowings for the purpose of repaying Reimbursement Obligations, which shall be made pursuant to Section 2.21), the Borrower will give the Administrative Agent written notice not later than 11:00 a.m., Charlotte, North Carolina time, three Business Days prior to each Borrowing; provided, however, that requests for the Borrowing of any Committed Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall be given in the form of Exhibit B and shall specify (1) the aggregate principal amount of the Committed Loans to be made pursuant to such Borrowing, and (2) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of Borrowing, the Administrative Agent will promptly notify each applicable Lender of the proposed Borrowing. Notwithstanding anything to the contrary contained herein, the aggregate principal amount of each Borrowing shall not be less than $5,000,000.

(c)Not later than 1:00 p.m., Charlotte, North Carolina time, on the requested Borrowing Date, each applicable Lender will make available to the Administrative Agent in accordance with the Payment Instructions an amount, in Dollars and in immediately available funds, equal to the amount of the Loan or Loans to be made by such Lender. Upon satisfaction of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is made on the Closing Date, Section 3.1) and to the extent such Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.

1.3Disbursements; Funding Reliance; Domicile of Loans.

(a)The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing in accordance with the terms of any written instructions from any Authorized Officer of the Borrower; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter.

(b)Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the


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Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the Adjusted LIBOR Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(c)The obligations of the Lenders hereunder to make Loans, to fund participations in L/C Obligations and to make payments pursuant to Sections 2.15(e) and 10.1(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, purchase its participation or to make any such payment required hereunder.

(d)Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

1.4Evidence of Debt; Notes.

(a)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the applicable Lending Office of such Lender resulting from each Loan made by such Lending Office of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lending Office of such Lender from time to time under this Agreement.

(b)The Administrative Agent shall maintain the Register pursuant to Section 10.6(d), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount, Class and Type of each such Loan, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of each such Loan and each Lender’s share thereof.

(c)The entries made in the accounts, Register and subaccounts maintained pursuant to Section 2.4(b) (and, if consistent with the entries of the Administrative Agent, Section 2.4(a)) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

(d)The Loans of each Class made by each Lender shall, if requested by the applicable Lender (which request shall be made to the Administrative Agent), be evidenced by a Note appropriately completed in substantially the form of Exhibit A, in each case executed by the Borrower and payable to the order of such Lender. Each Note shall be entitled to all of the


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benefits of this Agreement and the other Credit Documents and shall be subject to the provisions hereof and thereof.

1.5Termination and Reduction of Commitments.

(a)The Commitments shall be automatically and permanently terminated on the Termination Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 8.2 (provided that the Converted Term Loan and any Letters of Credit outstanding as of each Conversion Date (and, for the avoidance of doubt, the Lenders’ obligations to purchase and fund participations in such Letters of Credit) may remain outstanding after such Conversion Date, subject to the other provisions hereof).

(b)At any time and from time to time after the date hereof, upon not less than five Business Days’ prior written notice to the Administrative Agent, the Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments; provided that any such partial reduction shall be in an aggregate amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof. The amount of any termination or reduction made under this Section 2.5(b) may not thereafter be reinstated.

(c)Each reduction of the Commitments pursuant to this Section shall be applied ratably among the Lenders according to their respective Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.5 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the L/C Sublimit at such time shall result in an automatic corresponding reduction of the L/C Sublimit to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrower, the L/C Issuer or any other Lender.

1.6Mandatory Payments and Prepayments.

(a)With respect to each Conversion Date, the Administrative Agent shall calculate and deliver to the Borrower an amortization schedule for the Converted Term Loan providing for the quarterly payment of principal on the last Business Day of each calendar quarter based on (i) the outstanding principal balance of the Converted Term Loan on such Conversion Date, and (ii) an amortization period equal to the weighted average of the Project Amortization Periods for each of the Borrowing Base Projects (with each such Project Amortization Period being weighted based on the percentage of the Converted Term Loan represented by the aggregate amount of Committed Loans advanced with respect to the Borrowing Base Project to which such Project Amortization Period applies), and such amortization schedule as so determined by the Administrative Agent shall be conclusive absent manifest error. Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower will repay the aggregate outstanding principal of the Converted Term Loan in the amounts and on the dates set forth on such amortization schedule prepared and delivered by the Administrative Agent. The amortization schedule and the weighted average of the Project Amortization Periods shall be recalculated by the Administrative Agent and notified to Borrower upon any release or Asset Disposition of any Project owned by any Restricted Party pursuant to the terms of this Agreement.

(b)Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the aggregate outstanding principal of the Converted Term Loan and all accrued and unpaid interest thereon shall be due and payable in full on the Maturity Date.

(c)In the event that, at any time, the Aggregate Credit Exposure shall exceed the Credit Limit at such time (after giving effect to any concurrent termination or reduction of the


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Commitments), the Borrower will immediately prepay the outstanding principal amount of the Loans in the amount of such excess.

(d)Promptly upon (and in any event not later than one Business Day after) receipt thereof by any Restricted Party, the Borrower will prepay the outstanding principal amount of the Loans and repay and Cash Collateralize the L/C Obligations in the manner set forth below, in an amount equal to 100% of the Net Cash Proceeds from any Debt Issuance, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds.

(e)Not later than two Business Days after receipt by any Credit Party or other Restricted Party of any proceeds of insurance, condemnation award or other compensation in respect of any Material Casualty Event, the Borrower will deliver to the Administrative Agent an amount equal to 100% of the Net Cash Proceeds from such Material Casualty Event and a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds (such delivery date, for purposes of this Section 2.6(e), the “Proceeds Delivery Date”). If, on or after any Proceeds Delivery Date and before the day that is 90 days thereafter (but in no event later than the Second Conversion Date), (x) the Required Lenders approve an Approval Request that designates one or more Projects as Borrowing Base Projects or (y) the Borrower repairs or replaces (to the satisfaction of the Administrative Agent) the property subject to such Material Casualty Event, then the Administrative Agent will distribute to the Borrower an amount equal to, as applicable, the aggregate Project Values for such newly designated Borrowing Base Projects or the cost of such repairs or replacement, in each case from the Net Cash Proceeds delivered on such Proceeds Delivery Date (but not, in any event, any amount in excess of such Net Cash Proceeds). On the day that is 90 days after each Proceeds Delivery Date (or, if earlier, upon the Borrower’s determination not to submit any Approval Requests with respect to any new Projects or repair or replace the property subject to the applicable Material Casualty Event), such Net Cash Proceeds will be applied to prepay the outstanding principal amount of the Loans and repay and Cash Collateralize the L/C Obligations in the manner set forth below, in an amount equal to 100% of the Net Cash Proceeds from such Material Casualty Event (less any amounts theretofore distributed to the Borrower in accordance with the immediately preceding sentence); provided, however, that (x) any and all such proceeds received or held by the Administrative Agent or any Credit Party or other Restricted Party during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair, replacement or reinvestment) shall be applied to prepay the outstanding principal amount of the Loans and repay and Cash Collateralize the L/C Obligations in the manner set forth below and (y) notwithstanding the foregoing in this clause (e) or clause (f) below, so long as no Event of Default has occurred and is continuing, the aggregate Net Cash Proceeds payable under this clause (e) and clause (f) below from all Material Casualty Events and Asset Dispositions with respect to any single Borrowing Base Project shall not exceed the Project Value assigned to such Borrowing Base Project pursuant hereto.

(f)Not later than two Business Days after receipt by any Credit Party or other Restricted Party of any proceeds of any Asset Disposition of any Project owned by any Restricted Party, the Borrower will deliver to the Administrative Agent an amount equal to the Project Release Price (such delivery date, for purposes of this Section 2.6(f), the “Proceeds Delivery Date”). If, within 90 days of any Proceeds Delivery Date (but in no event later than the Second Conversion Date), the Required Lenders approve one or more new Projects as Borrowing Base Projects, then the Administrative Agent will distribute to the Borrower an amount equal to the aggregate Project Values for such Projects from the sale proceeds delivered to the Administrative Agent on such Proceeds Delivery Date (but not any amount in excess of such delivered amount). On the day that is 90 days after each Proceeds Delivery Date (or such earlier


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date that the Borrower elects), the remaining sale proceeds (if any) will be applied to prepay the outstanding principal amount of the Loans and repay and Cash Collateralize the L/C Obligations in the manner set forth below.

(g)Each prepayment made pursuant to Sections 2.6(d) through 2.6(f) shall be applied (i) first, (x) at any time on or after the Second Conversion Date, to reduce the outstanding principal amount of the Converted Term Loan, with such reduction to be applied to the remaining scheduled principal payments in each instance in the inverse order of maturity (and, in the case of any prepayment made pursuant to Section 2.6(e) or 2.6(f) with respect to a Borrowing Base Project, solely to the portion of the Converted Term Loan corresponding to the Committed Loans advanced in respect of the Borrowing Base Project that is subject to the applicable Material Casualty Event or Asset Disposition, and applied to each such corresponding portion of the remaining scheduled principal payments in the inverse order of maturity), (y) at any time on or after the Closing Date but prior to the Second Conversion Date (other than in the case of any such prepayment made with respect to a Borrowing Base Project that is not a Closing Date Borrowing Base Project), to reduce the outstanding principal amount of the Converted Term Loan, with such reduction to be applied to the remaining scheduled principal payments in each instance in the inverse order of maturity (and, in the case of any prepayment made pursuant to Section 2.6(e) or 2.6(f) with respect to a Borrowing Base Project, solely to the portion of the Converted Term Loan corresponding to the Committed Loans advanced in respect of the Borrowing Base Project that is subject to the applicable Material Casualty Event or Asset Disposition, and applied to each such corresponding portion of the remaining scheduled principal payments in the inverse order of maturity), or (z) in the case of any such prepayment made at any time prior to the Second Conversion Date with respect to a Borrowing Base Project that is not a Closing Date Borrowing Base Project, to reduce the outstanding principal amount of the Committed Loans, and (ii) second, the extent of any excess remaining after application as provided in clause (i) above, to repay and Cash Collateralize the L/C Obligations. Within each Class of Loans, such prepayments shall be applied first to prepay all Base Rate Loans, and then to prepay LIBOR Loans. Each payment or prepayment pursuant to the provisions of this Section 2.6 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each; provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any mandatory prepayment of the Loans shall, if the Administrative Agent so directs at the time of making such mandatory prepayment, be applied to the Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the outstanding Loans of such Defaulting Lender were zero. Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.16 to be paid as a consequence thereof.

(h)In the event the Administrative Agent receives a notice of prepayment with respect to Sections 2.6(d) through 2.6(f), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto.

1.7Voluntary Prepayments.

(a)At any time and from time to time, the Borrower shall have the right to prepay the Loans, in whole or in part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte, North Carolina time, three Business Days prior to each intended prepayment of LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans; provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than


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$3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.16 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount, Class and Type of the Loans to be prepaid, and shall be irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. In the event the Administrative Agent receives a notice of prepayment under this Section 2.7(a), the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto.

(b)Each prepayment of the Converted Term Loan made pursuant to Section 2.7(a) shall be applied to the remaining scheduled principal payments in each instance on a pro rata basis. Each prepayment of the Loans made pursuant to Section 2.7(a) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each; provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any voluntary prepayment of the Loans shall, if the Administrative Agent so directs at the time of making such voluntary prepayment, be applied to the Loans of other Lenders as if such Defaulting Lender had no Loans outstanding and the outstanding Loans of such Defaulting Lender were zero.

1.8Interest.

(a)Except as otherwise expressly provided herein, the Borrower will pay interest in respect of the unpaid principal amount of each Loan, from the date of Borrowing thereof until such principal amount shall be paid in full, at the Adjusted LIBOR Rate, as in effect from time to time during such periods.

(b)Upon the occurrence and during the continuance of any Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) and (at the election of the Required Lenders) upon the occurrence and during the continuance of any other Event of Default, all outstanding principal amounts of the Loans and, to the greatest extent permitted by law, all interest accrued on the Loans and all other accrued and outstanding fees and other amounts hereunder or under any other Credit Document, shall bear interest at a rate per annum equal to the interest rate applicable from time to time thereafter to such Loans plus 2.0% per annum (or, in the case of interest, fees and other amounts for which no rate is provided hereunder, at the Adjusted Base Rate plus 2.0% per annum), and, in each case, such default interest shall be payable on demand. To the greatest extent permitted by law, interest shall continue to accrue after the filing by or against any Credit Party of any petition seeking any relief in bankruptcy or under any law pertaining to insolvency or debtor relief.

(c)Accrued (and theretofore unpaid) interest shall be payable in respect of any Loan as follows: (i) quarterly on the last Business Day of each calendar quarter, in arrears, commencing with December 31, 2020, and (ii) at maturity (whether pursuant to acceleration, on the Maturity Date or otherwise) and, after maturity, on demand.

(d)Nothing contained in this Agreement or in any other Credit Document shall be deemed to establish or require the payment of interest to any Lender at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable for the account of any Lender on any interest payment date would exceed the maximum amount permitted by applicable law to be charged by such Lender, the amount of interest payable for its account on


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such interest payment date shall be automatically reduced to such maximum permissible amount. In the event of any such reduction affecting any Lender, if from time to time thereafter the amount of interest payable for the account of such Lender on any interest payment date would be less than the maximum amount permitted by applicable law to be charged by such Lender, then the amount of interest payable for its account on such subsequent interest payment date shall be automatically increased to such maximum permissible amount; provided that at no time shall the aggregate amount by which interest paid for the account of any Lender has been increased pursuant to this sentence exceed the aggregate amount by which interest paid for its account has theretofore been reduced pursuant to the previous sentence.

(e)The Administrative Agent shall promptly notify the Borrower and the Lenders upon determining the interest rate for each Borrowing of LIBOR Loans after its receipt of the relevant Notice of Borrowing; provided, however, that the failure of the Administrative Agent to provide the Borrower or the Lenders with any such notice shall neither affect any obligations of the Borrower or the Lenders hereunder nor result in any liability on the part of the Administrative Agent to the Borrower or any Lender. Each such determination (including each determination of the reserve requirement reflected in the LIBOR Rate) shall, absent manifest error, be conclusive and binding on all parties hereto.

1.9Fees. The Borrower agrees to pay:

(a)To the Administrative Agent, for the account of each Lender, a commitment fee for each calendar quarter (or portion thereof) for the period from the date of this Agreement to the Termination Date, at a per annum rate of 0.50% on such Lender’s portion of the average daily aggregate Unutilized Commitments, payable in arrears (i) on the last Business Day of each calendar quarter, beginning with December 31, 2020, and (ii) on the Termination Date; provided, however, that no commitment fee shall accrue on the Unutilized Commitment of a Defaulting Lender during any period that such Lender shall be a Defaulting Lender;

(b)(i) to the Administrative Agent and the Arranger, for their own respective accounts, fees in the amounts and at the times specified in the Fee Letter and (ii) to the Lenders such fees as have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

1.10Method of Payments; Computations; Apportionment of Payments.

(a)All payments by the Borrower hereunder shall be made without setoff, counterclaim or other defense, in Dollars and in immediately available funds to the Administrative Agent, for the account of the Lenders entitled to such payment (except as otherwise expressly provided herein as to payments required to be made directly to the Lenders) in accordance with the Payment Instructions prior to 12:00 noon, Charlotte, North Carolina time, on the date payment is due. Any payment made as required hereinabove, but after 12:00 noon, Charlotte, North Carolina time, shall be deemed to have been made on the next succeeding Business Day. If any payment falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding Business Day, and such extension of time shall then be included in the computation of payment of interest, fees or other applicable amounts.

(b)The Administrative Agent will distribute to the Lenders like amounts relating to payments made to the Administrative Agent for the account of the Lenders as follows: (i) if the payment is received by 12:00 noon, Charlotte, North Carolina time, in immediately available funds, the Administrative Agent will make available to each relevant Lender on the same date, by wire transfer of immediately available funds, such Lender’s ratable share of such payment (based on the percentage that the amount of the relevant payment owing to such Lender bears to


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the total amount of such payment owing to all of the relevant Lenders), and (ii) if such payment is received after 12:00 noon, Charlotte, North Carolina time, or in other than immediately available funds, the Administrative Agent will make available to each such Lender its ratable share of such payment by wire transfer of immediately available funds on the next succeeding Business Day (or in the case of uncollected funds, as soon as practicable after collected). Notwithstanding the foregoing

or any contrary provision hereof, if any Lender shall fail to make any payment required to be made by it hereunder to the Administrative Agent or the L/C Issuer, then the Administrative Agent may, in its discretion, apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations to the Administrative Agent or the L/C Issuer, as the case may be, until all such unsatisfied obligations are fully paid.

(c)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(d)All computations of interest and fees hereunder (including computations of any reserve requirement reflected in the LIBOR Rate) shall be made on the basis of a year consisting of 360 days; and in each case, with regard to the actual number of days (including the first day, but excluding the last day) elapsed.

(e)Notwithstanding any other provision of this Agreement or any other Credit Document to the contrary, all amounts collected or received by the Administrative Agent or any Lender after acceleration of the Loans pursuant to Section 8.2 or in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Administrative Agent of its remedies shall be applied by the Administrative Agent as follows:

(i)first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent) payable to the Administrative Agent in its capacity as such;

(ii)second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and L/C Participation Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under the Credit Documents), ratably among them in proportion to the respective amounts described in this clause second payable to them;

(iii)third, to payment of that portion of the Obligations constituting accrued and unpaid L/C Participation Fees and interest on the Loans, L/C Obligations and other Obligations arising under the Credit Documents, ratably among the Lenders and the L/C


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Issuer in proportion to the respective amounts described in this clause third payable to them;

(iv)fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and funded participations in Letters of Credit, and Obligations then owing under any Rate Management Agreement between any Credit Party and any Rate Management Party (to the extent such Rate Management Agreement is required or permitted hereunder) and any Cash Management Agreement between any Credit Party and any Cash Management Bank, and to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to the terms hereof, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuer, the Rate Management Parties and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;

(v)fifth, to the payment of all other Obligations and other obligations that shall have become due and payable under the Credit Documents or otherwise and not repaid; and

(vi)sixth, to the payment of the surplus (if any) to whomever may be lawfully entitled to receive such surplus.

Subject to Section 2.18, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Notwithstanding the foregoing, Obligations arising under Rate Management Agreements and Cash Management Agreements shall be excluded from the application described above if the Administrative Agent has not received a notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Rate Management Party, as the case may be. Each Cash Management Bank or Rate Management Party not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

1.11Recovery of Payments.

(a)The Borrower agrees that to the extent the Borrower makes a payment or payments to or for the account of the Administrative Agent, the L/C Issuer or any Lender, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law, common law or equitable cause (whether as a result of any demand, settlement, litigation or otherwise), then, to the extent of such payment or repayment, the Obligation intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been received.


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(b)If any amounts distributed by the Administrative Agent to any Lender or the L/C Issuer are subsequently returned or repaid by the Administrative Agent to the Borrower, its representative or successor in interest, or any other Person, whether by court order, by settlement approved by the Lender in question, or pursuant to applicable Requirements of Law, such Lender or the L/C Issuer, as the case may be, will, promptly upon receipt of notice thereof from the Administrative Agent, pay the Administrative Agent such amount. If any such amounts are recovered by the Administrative Agent from the Borrower, its representative or successor in interest or such other Person, the Administrative Agent will redistribute such amounts to the Lenders or the L/C Issuer, as the case may be, on the same basis as such amounts were originally distributed.

1.12Use of Proceeds. The proceeds of the Loans shall be used (i) to pay or reimburse permitted fees and expenses in connection with the Transactions and (ii) to finance acquisitions in accordance with the terms and provisions of this Agreement of Projects that are or are reasonably expected to become Borrowing Base Projects, from third parties or from Affiliates, including by reimbursing (in an amount not to exceed the prior purchase price) the Credit Parties for the prior acquisition of a Project with equity (regardless of when such acquisition occurred). The proceeds of the L/C Credit Extensions shall be used only for purposes of supporting the Borrower’s Debt Service obligations.

1.13Pro Rata Treatment.

(a)All fundings, continuations and conversions of Loans of any Class shall be made by the Lenders pro rata on the basis of their respective Unutilized Commitments to provide Loans of such Class (in the case of the funding of Loans of such Class pursuant to Section 2.2) or on the basis of their respective outstanding Loans of such Class (in the event the Commitments for Loans of such Class have expired or have been terminated), as the case may be from time to time. All payments on account of principal of or interest on any Loans, fees or any other Obligations owing to or for the account of any one or more Lenders shall be apportioned ratably among such Lenders in proportion to the amounts of such principal, interest, fees or other Obligations owed to them respectively.

(b)If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact and (ii) purchase (for cash at face value) participations in the Loans and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that (A) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (B) the provisions of this Section 2.13(b) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Obligations to any assignee or Participant, other than to any Credit Party or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.13(b) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in


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the amount of such participation. If under any applicable Debtor Relief Laws, any Lender receives a secured claim in lieu of a setoff to which this Section 2.13(b) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 2.13(b) to share in the benefits of any recovery on such secured claim.

1.14Increased Costs; Change in Circumstances; Illegality.

(a)If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge, liquidity requirement or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or the L/C Issuer;

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any LIBOR Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount), then, upon request of such Lender or the L/C Issuer or other Recipient, the Borrower will pay to such Lender, the L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c)A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may


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be, as specified in Section 2.14(a) or 2.14(b) and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten days after receipt thereof.

(d)Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e)If, on or prior to the first day of any Interest Period, (w) Administrative Agent shall have determined that deposits in Dollars (in the applicable amounts) are not being offered to it in the London Interbank Offered Rate market for such Interest Period, (x) the Administrative Agent shall have determined that adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate for such Interest Period, (y) the Administrative Agent shall have received written notice from the Required Lenders of their determination that the rate of interest referred to in the definition of “LIBOR Rate” upon the basis of which the Adjusted LIBOR Rate for LIBOR Loans for such Interest Period is to be determined will not adequately and fairly reflect the cost to such Lenders of making or maintaining LIBOR Loans during such Interest Period, or (z) the Administrative Agent shall have determined that the making or funding of LIBOR Loans has become impracticable, the Administrative Agent will forthwith so notify the Borrower and the Lenders (which shall be conclusive and binding on the Borrower and the Lenders). Upon such notice, (i) all then outstanding LIBOR Loans shall automatically, on the expiration date of the respective Interest Periods applicable thereto (unless then repaid in full), be converted into Base Rate Loans, (ii) the obligation of the Lenders to make, to convert Base Rate Loans into, or to continue, LIBOR Loans shall be suspended (including pursuant to the Borrowing to which such Interest Period applies), and (iii) any Notice of Borrowing given at any time thereafter with respect to LIBOR Loans shall be deemed to be a request for Base Rate Loans, in each case until the Administrative Agent or the Required Lenders, as the case may be, shall have determined that the circumstances giving rise to such suspension no longer exist (and the Required Lenders, if making such determination, shall have so notified the Administrative Agent), and the Administrative Agent shall have so notified the Borrower and the Lenders.

(f)Notwithstanding any other provision in this Agreement, if, at any time after the date hereof and from time to time, any Lender shall have determined in good faith that the introduction of or any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance with any guideline or request from any such Governmental Authority (whether or not having the force of law), has or would have the effect of making it unlawful, or any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to perform any of its obligations hereunder or to make or to continue to make or maintain LIBOR Loans, or charge interest with respect to any LIBOR Loan, or to determine or charge interest rates based upon the LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, such Lender will forthwith so notify the Administrative Agent and the Borrower. Upon such notice, (i) each of such Lender’s then outstanding LIBOR Loans shall automatically, on the expiration date of the respective Interest Period applicable thereto (or, to the extent any such LIBOR Loan may not lawfully be maintained as a LIBOR Loan until such expiration date, upon such notice) and to the extent not


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sooner prepaid, be converted into a Base Rate Loan (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate), (ii) the obligation of such Lender to make, to convert Base Rate Loans into, to maintain, to continue or charge interest with respect to LIBOR Loans shall be suspended (including pursuant to any Borrowing for which the Administrative Agent has received a Notice of Borrowing but for which the Borrowing Date has not arrived), (iii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBOR Rate or making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Base Rate, the interest rate on the Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Base Rate, and (iv) any Notice of Borrowing given at any time thereafter with respect to LIBOR Loans shall, as to such Lender, be deemed to be a request for a Base Rate Loan, in each case until such Lender shall have determined that the circumstances giving rise to such determination no longer exist and shall have so notified the Administrative Agent, and the Administrative Agent shall have so notified the Borrower.

1.15Taxes.

(a)For purposes of this Section 2.15, the term “applicable law” includes FATCA.

(b)Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)The Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

(e)Each Lender and the L/C Issuer shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the


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provisions of Section 10.6(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.15(e).

(f)As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 2.15, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g)Status of Lenders.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.15(g)(ii)(A), 2.15(g)(ii)(B) and 2.15(g)(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing:

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:


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(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed copies of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or

(4)to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the


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Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.15(g)(ii)(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.15 (including by the payment of additional amounts pursuant to this Section 2.15), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.15 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.15(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.15(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.15(h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.15(h) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)Each party’s obligations under this Section 2.15 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.

1.16Compensation. The Borrower will compensate each Lender upon demand for all losses, expenses and liabilities (including any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund or maintain LIBOR Loans) that such Lender may incur or sustain (i) if for any reason (other than a default by such Lender) a Borrowing or continuation of a LIBOR Loan does not occur on a date specified therefor in a Notice of Borrowing, (ii) if any repayment, prepayment or conversion of any LIBOR Loan occurs on a date other than the last day of an Interest Period applicable thereto (including as a consequence of any assignment made pursuant to Section 2.17(a) or any acceleration of the maturity of the Loans pursuant to Section 8.2), (iii) if any prepayment of any LIBOR Loan is not made on any date specified in a notice of prepayment given by the Borrower or (iv) as a consequence of any other failure by the Borrower to make any payments with respect to any LIBOR Loan when due hereunder. Calculation of all amounts payable to a Lender under


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this Section 2.16 shall be made as though such Lender had actually funded its relevant LIBOR Loan through the purchase of a Eurodollar deposit bearing interest at the LIBOR Rate in an amount equal to the amount of such LIBOR Loan, having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund its LIBOR Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 2.16. A certificate (which shall be in reasonable detail) showing the bases for the determinations set forth in this Section 2.16 by any Lender as to any additional amounts payable pursuant to this Section 2.16 shall be submitted by such Lender to the Borrower either directly or through the Administrative Agent. Determinations set forth in any such certificate made in good faith for purposes of this Section 2.16 of any such losses, expenses or liabilities shall be conclusive absent manifest error.

1.17Mitigation Obligations; Replacement of Lenders.

(a)If any Lender requests compensation under Section 2.14, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.15, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant Section 2.15 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 2.17(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.15) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i)the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.6(b)(iv);

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and any funded participations in Letters of Credit not refinanced through the Borrowing of Committed Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.16) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a request for compensation under Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter;


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(iv)such assignment does not conflict with applicable Requirements of Law; and

(v)in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

1.18Defaulting Lenders.

(a)Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 10.5.

(ii)Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 8.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows:

(A)first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;

(B)second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer hereunder;

(C)third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.18(d);

(D)fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent;

(E)fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest-bearing deposit account and released pro rata in order to (1) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (2) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.18(d);

(F)sixth, to the payment of any amounts owing to the Lenders or the L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;


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(G)seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and

(H)eighth, to such Defaulting Lender or otherwise as may be required under the Credit Documents in connection with any Lien conferred thereunder or otherwise directed by a court of competent jurisdiction;

provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non- Defaulting Lenders on a pro rata basis in accordance with their Applicable Percentages prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)(A) No Defaulting Lender shall be entitled to receive any commitment fee pursuant to Section 2.9(a) for any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Lender).

(B) Each Defaulting Lender shall be entitled to receive any L/C Participation Fee under Section 2.21(g) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.18(c).

(C) With respect to any L/C Participation Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to Section 2.18(a)(iv), (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the L/C Issuer’s Fronting Exposure to such Defaulting Lender and (z) not be required to pay the remaining amount of any such fee.

(iv)All or any part of such Defaulting Lender’s participation in L/C Obligations shall automatically (effective on the day such Lender becomes a Defaulting Lender) be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 10.16, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising


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from such Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)If the reallocation described in Section 2.18(a)(iv) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.18(d).

(b)If the Borrower, the Administrative Agent and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their respective Applicable Percentages (without giving effect to Section 2.18(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

(c)At any time that there shall exist a Defaulting Lender, or Cash Collateral is otherwise required hereby, within one Business Day following the written request of the Administrative Agent or the L/C Issuer (or immediately, in the case of Cash Collateral required under Section 8.2 hereof), the Borrower shall deliver Cash Collateral to the Administrative Agent in an amount sufficient to cover all Fronting Exposure (determined after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by such Defaulting Lender) with respect to such Defaulting Lender or to cover such other amount required hereby.

(i)All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts with the Administrative Agent. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.18(c)(ii). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, or other amount required hereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(ii)Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.18 or any other provision hereof in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral


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provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(iii)Cash collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06) or (ii) the Administrative Agent’s good faith determination that there exists excess cash collateral; provided, however, that (x) cash collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default (and following application as provided in this Section 2.18 may be otherwise applied in accordance with Section 2.13), (y) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Credit

Documents and the other applicable provisions of the Credit Documents, and (z) the Person providing cash collateral and the L/C Issuer may agree that cash collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

1.19Approval and Initial Valuation of Borrowing Base Projects.

(a)Subject to Section 2.19(g), the Borrower may from time to time before the Termination Date, and subject to the limitation set forth in Section 2.19(g), request that the Administrative Agent and the Required Lenders designate any Project as a Borrowing Base Project hereunder and assign a Project Value thereto by delivering to the Administrative Agent a written request (an “Approval Request”) with respect to such Project that:

(i)attaches all Project Documents for such Project (in either executed or substantially final draft form, if not yet executed);

(ii)identifies (A) each Person (including each Restricted Party and each Tax Credit Party, if any) that owns or manages any portion of such Project and the ownership of the Capital Stock issued by each such Person and (B) whether such Project is a Tax Credit Project;

(iii)attaches pro forma financial statements for the Project, including a calculation (with supporting detail) of the debt service coverage ratio therefor (as described in clause (b) below), which shall be in form and detail reasonably satisfactory to the Administrative Agent; and

(iv)certifies that (A) such Project is a commercial-scale distributed generation or utility-scale solar photovoltaic power generation system that is located in the contiguous United States and has achieved Commercial Operation; (B) the Project Documents attached to the Approval Request are true, correct and complete in all material respects and, if executed, binding against each applicable Credit Party and, to the Borrower’s knowledge, binding against the other parties thereto and in full force and effect; and (C) immediately after designating such Project as a Borrowing Base Project with the assigned Project Value, the Borrower will be in compliance with the financial covenants contained in Article VI, such compliance determined with regard to calculations made on a Pro Forma Basis for the Reference Period then most recently ended for which the Administrative Agent has received the financial statements required


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by Section 5.1 (and a Compliance Certificate) and to be supported by accompanying calculations.

(b)Subject to Sections 2.19(g), the Project Value for such Project (i.e., the aggregate principal amount of Loans that may be advanced hereunder based on such Project) shall be determined by the Administrative Agent as follows:

(i)in the case of any Project for which the offtaker under the Power Purchase Agreement therefor is an investment grade or equivalent offtaker (which may include a government entity or government financed entity or utility or such other Person as reasonably determined by the Administrative Agent, provided that any such offtaker that is not an investment grade offtaker must have been approved by the Administrative Agent in its sole discretion), the aggregate principal amount Loans that may be advanced hereunder based on such Project shall be determined by the amount of debt that could support the maintenance (on a stand-alone basis for such Project) of minimum debt service coverage ratios of (i) 1.25 to 1.00 using the projected net income of the Project (as confirmed by an Approved Engineer on a P50 basis) and (ii) 1.00 to 1.00 using the projected net income of the Project (as confirmed by an Approved Engineer on a P99 basis) (and using the aggregate principal and interest payments that would be required to be made during such year if a principal amount of Loans equal to the approved maximum funding amount for such Project was amortized (on a “sculpted” basis taking into account seasonality of projected revenues based on the Approved Engineer’s data for the Project) over a period equal to the greater of (A) the then-remaining term of the applicable Power Purchase Agreement (not to exceed 15 years) and (B) 90% of the then-remaining term of the applicable Power Purchase Agreement (not to exceed 23 years), and using an interest rate determined based on the applicable forward swap rate (plus 1.75% through the Maturity Date and increasing by 0.125% on the Maturity Date and every three years thereafter) commercially available at the time of determination, for the period starting on the Applicable Conversion Date and continuing until the Maturity Date, and based on such amortization period); and

(ii)in the case of any Project for which the offtaker under the Power Purchase Agreement therefor is not an investment grade or equivalent offtaker (which may include a government entity or government financed entity or utility or such other Person as reasonably determined by the Administrative Agent, provided that any such offtaker that is not an investment grade offtaker must have been approved by the Administrative Agent in its sole discretion), the aggregate principal amount Loans that may be advanced hereunder based on such Project shall be determined by the amount of debt that could support the maintenance (on a stand-alone basis for such Project) of minimum debt service coverage ratios of (i) 1.40 to 1.00 using the projected net income of the Project (as confirmed by an Approved Engineer on a P50 basis) and (ii) 1.15 to 1.00 using the projected net income of the Project (as confirmed by an Approved Engineer on a P99 basis) (and using the aggregate principal and interest payments that would be required to be made during such year if a principal amount of Loans equal to the approved maximum funding amount for such Project was amortized (on a “sculpted” basis taking into account seasonality of projected revenues based on the Approved Engineer’s data for the Project) over a period equal to the greater of (A) the then-remaining term of the applicable Power Purchase Agreement (not to exceed 15 years) and (B) 90% of the then-remaining term of the applicable Power Purchase Agreement (not to exceed 20 years), and using an interest rate determined based on the applicable forward swap rate (plus 1.75% through the Maturity Date and increasing by 0.125% on the Maturity Date and every three years thereafter) commercially available at the time of determination, for the period starting on the Applicable Conversion Date and continuing until the Maturity Date, and based on such amortization period); provided that the aggregate Project Values for all Borrowing


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Base Projects for which the offtaker under the Power Purchase Agreement therefor is an investment grade offtaker shall at all times be equal to or greater than 80% of the aggregate principal amount of Loans outstanding at such time; provided, further, that the aggregate Project Values for all Borrowing Base Projects for which the offtaker under the Power Purchase Agreement therefor is an investment grade or equivalent offtaker shall at all times be equal to or greater than 85% of the aggregate principal amount of Loans outstanding at such time.

(c)The Administrative Agent shall distribute each Approval Request to the Lenders, including the proposed Project Value as determined by the Administrative Agent in accordance with the foregoing clause (b). Each Lender shall review and determine in its sole and absolute discretion whether to approve in its entirety an Approval Request (which such approval indicates an agreement to designate the applicable Project as a Borrowing Base Project with the proposed Project Value), and shall give the Administrative Agent written notice of its decision within 10 Business Days following the date of the Approval Request. Any Lender that does not deliver a timely approval of an Approval Request or delivers an acceptance thereof that is qualified in any manner (including with respect to the proposed Project Value) shall be deemed to have rejected such Approval Request.

(d)Subject to Section 2.19(g), in addition to the receipt of an Approval Request in accordance with the foregoing, the assignment of a Project Value in accordance with this Section and the approval of the Administrative Agent and the Required Lenders in accordance with this Section, the designation of any Project as a Borrowing Base Project hereunder shall be subject to the following conditions and terms:

(i)consents to collateral assignment of the Capital Stock of the applicable Restricted Parties and Tax Credit Parties shall have been obtained from such third parties as the Administrative Agent requires;

(ii)the Administrative Agent shall have received satisfactory evidence that the Borrower shall have contributed to such Project (as equity) an amount such that the aggregate amount of equity contributions made by the Borrower to all Borrowing Base Projects (including the Projects proposed to be designated as Borrowing Base Projects in the relevant Approval Request) is no less than 20% of the total transaction costs to acquire such Projects;

(iii)[reserved]; and

(iv)the Administrative Agent shall be reasonably satisfied with title and other matters relating to real estate for the Project and shall have received such Real Property Support Documents with respect thereto as the Administrative Agent requires.

(e)If the Administrative Agent and the Required Lenders approve any Approval Request in its entirety in accordance with Section 2.19(b) and the other conditions to qualification as a Borrowing Base Project are satisfied, then the Project identified in such Approval Request shall be deemed a Borrowing Base Project having the proposed Project Value assigned in accordance with this Section, effective as of the date that (i) the Administrative Agent notifies the Lenders and the Borrower thereof and (ii) the applicable conditions and requirements of Sections 5.9 and 5.10 are satisfied with respect to such Project.

(f)Each Closing Date Borrowing Base Project that is designated as a Borrowing Base Project shall be an approved Borrowing Base Project and shall have the Project Value assigned thereto as set forth on Schedule 1.1(b) (or as adjusted thereafter in accordance with Section 2.20). No conditions set forth in Section 2.19 to designate a Project as a Borrowing


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Base Project shall be applicable to a Closing Date Borrowing Base Project. Each Pre-Approved Borrowing Base Project is approved to become a Borrowing Base Project after the Closing Date and shall, upon becoming a Borrowing Base Project after the Closing Date, have the Project Value assigned thereto as set forth on Schedule 1.1(e) (as adjusted as described on such Schedule 1.1(e) or as adjusted thereafter in accordance with Section 2.20). The Borrower shall not be required to submit a request that the Administrative Agent and the Required Lenders approve a Project Value for any Pre-Approved Borrowing Base Project after the Closing Date, but each Pre-Approved Borrowing Base Project shall only become a Borrowing Base Project after the Closing Date when (i) the Borrower has satisfied the conditions set forth in Section 2.19(a)(i) through Section 2.19(a)(iv) to the extent such information or documentation has not previously been delivered to Administrative Agent, and (ii) the Borrower has satisfied the applicable conditions and requirements of Sections 5.9 and 5.10, and upon satisfaction of all the foregoing conditions such Pre-Approved Borrowing Base Project shall be deemed a Borrowing Base Project having the proposed Project Value assigned thereto as set forth on Schedule 1.1(e) (as adjusted as described on such Schedule 1.1(e) or as adjusted thereafter in accordance with Section 2.20), effective as of the date that the Administrative Agent notifies the Lenders and the Borrower thereof (it being acknowledged, for the avoidance of doubt, that prior to becoming a Borrowing Base Project in accordance with the foregoing, a Pre-Approved Borrowing Base Project shall not be part of the Borrowing Base or contribute in any way to borrowing availability hereunder).

(g)The Borrower may only submit Approval Requests on a single Business Day during each calendar month. For purposes of clarity, the Borrower may submit multiple Approval Requests on a single Business Day in a given calendar month, but it must submit all Approval Requests for each calendar month on the same Business Day. In addition, the Administrative Agent may reject an Approval Request for a particular Project to become a Borrowing Base Project if, except in the case of the Specified Offtakers, the aggregate Project Values with respect to Borrowing Base Projects for which the offtaker under the Power Purchase Agreement therefor is the same offtaker (or an affiliate thereof) would exceed 33% of the aggregate Project Values for all Borrowing Base Projects at such time after giving effect to the designation of such Project as a Borrowing Base Project (and any such rejection by the Administrative Agent on such basis shall be an effective rejection of such Project notwithstanding any contrary approval by the Lenders).

1.20Revaluation of Project Values.

(a)If at any time and from time to time the Administrative Agent shall have received notice from the Required Lenders of their reasonable determination that any material permanent physical change in the structural integrity of any Borrowing Base Project has occurred (including, for example, the decommissioning of a portion thereof or occurrence of a Material Casualty Event affecting a portion thereof), then the Administrative Agent shall forthwith so notify in writing the Borrower and the Lenders (such notice from the Administrative Agent, a “Revaluation Notice”). Each Revaluation Notice shall include, with respect to each Borrowing Base Project identified therein, the proposed revised Project Value for such Borrowing Base Project as determined by the Administrative Agent. Any such proposed revised Project Value shall be determined in accordance with Section 2.19(b) above, based on the Borrowing Base Project giving effect to such material permanent physical change, and the Administrative Agent shall be entitled to require (i) updated projected financial statements for the Project (giving effect to the permanent physical change in the structural integrity of such Borrowing Base Project that has occurred) which shall include an updated calculation (with supporting detail) of the debt service coverage ratio therefor (as described in Section 2.19(b) above) and shall be in form and detail reasonably satisfactory to the Administrative Agent, and (ii) an updated report from an Approved Engineer with respect to such Borrowing Base Project in scope and substance satisfactory to the Administrative Agent.


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(b)Each Lender shall review and determine in its sole and absolute discretion whether to approve each revised Project Value set forth in a Revaluation Notice, and shall give the Administrative Agent written notice of its decision within 10 Business Days following the date of the Revaluation Notice. Any Lender that does not deliver a timely response to any Revaluation Notice shall be deemed to have approved such Revaluation Notice (including each Project Value set forth therein) in its entirety.

(c)If the Required Lenders approve (or are deemed to have approved) any Project Value set forth in a Revaluation Notice in accordance with Section 2.20(b), then such Project Value shall be assigned to the applicable Borrowing Base Project and the Borrowing Base shall be recalculated, effective as of the date that the Administrative Agent notifies the Lenders and the Borrower thereof.

1.21Letters of Credit.

(a)Subject to the terms and conditions hereof, as part of the Commitments, the L/C Issuer shall issue standby letters of credit providing for the payment of cash upon the honoring of a presentation thereunder (each a “Letter of Credit”) for the Borrower’s and any of its’ Subsidiaries’ account (and to amend or extend Letters of Credit previously issued by it) in an aggregate undrawn face amount up to the L/C Sublimit; provided, however, that no such issuance, amendment or extension shall be made if, immediately after giving effect thereto, (x) the Credit Exposure of any Lender would exceed its Commitment at such time or (y) the Aggregate Credit Exposure would exceed the Credit Limit at such time. Each Lender shall be obligated to reimburse the L/C Issuer for such Lender’s Applicable L/C Percentage of the amount of each drawing under a Letter of Credit. Each Letter of Credit shall constitute usage of the Commitments on a non- revolving and dollar-for-dollar basis (and of the Commitment of each Lender pro rata in an amount equal to its Applicable L/C Percentage of the face amount of each Letter of Credit issued).

(b)At any time before the Termination Date, the L/C Issuer shall, subject to the terms and conditions hereof, at the request of the Borrower, issue one or more Letters of Credit in Dollars, in form and substance acceptable to the L/C Issuer, with expiration dates no later than 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) in an aggregate face amount as set forth above, upon the receipt of a duly executed application for the relevant Letter of Credit in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”). Notwithstanding anything contained in any Application to the contrary: (i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section 2.21(g) and (ii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Borrower’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the Adjusted Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). Without limiting the foregoing, the L/C Issuer’s obligation to issue, amend or extend the expiration date of a Letter of Credit is subject to the terms or conditions of this Agreement (including the conditions set forth in Section 3.2 and the other terms of this Section 2.21). Notwithstanding anything herein to the contrary, the L/C issuer shall be under no obligation to issue, extend or amend any Letter of Credit if any Lender is at such time a Defaulting Lender hereunder unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. For the avoidance of doubt, the L/C Issuer shall have no obligation to issue, amend or extend any Letter of Credit from and after the Termination Date, but Letters of Credit outstanding as of the Termination Date may remain outstanding after the Termination Date pursuant to their terms (and subject to the other provisions hereof).


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(c)The obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Charlotte, North Carolina time) on the date which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:30 a.m. (Charlotte, North Carolina time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:30 a.m. (Charlotte, North Carolina time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at such office as the Administrative Agent may designate in writing to the Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds. If the Borrower does not make any such reimbursement payment on the date due and the Lenders fund their participations in the manner set forth in Section 2.21(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 2.21(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.21(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including (i) any lack of validity or enforceability of any Credit Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Credit Document; (iii) the existence of any claim, set-off, defense, or other right of the Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Credit Document, the transactions related to the Credit Documents or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the L/C Issuer under a Letter of Credit against presentation to the L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or the L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.21(c), constitute a legal or equitable discharge of the Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and each other Credit Party to the extent permitted by applicable law) suffered by the Borrower that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), the L/C Issuer shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for


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further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(d)Each Lender severally and not jointly agrees to and does purchase from the L/C Issuer, and the L/C Issuer hereby agrees to and does sell to each Lender, an undivided participating interest (a “Participating Interest”) to the extent of its Applicable L/C Percentage in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon Borrower’s failure to pay any Reimbursement Obligation on the date and at the time required, or if the L/C Issuer is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Lender shall, not later than the Business Day it receives a notice thereof from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Charlotte, North Carolina time), or not later than 1:00 p.m. (Charlotte, North Carolina time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Lender’s Applicable L/C Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the L/C Issuer made the related payment to the date of such payment by such Lender at a rate per annum equal to: (i) from the date the L/C Issuer made the related payment to the date two Business Days after payment by such Lender is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day. Each such Lender shall, after making its appropriate payment, be entitled to receive its Applicable L/C Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its Applicable L/C Percentage thereof as a Lender hereunder. The several obligations of the Lenders to the L/C Issuer under this Section 2.21 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be subject to any set off, counterclaim or defense to payment which any Lender may have or has had against the Borrower, the L/C Issuer, the Administrative Agent, any other Lender or any other Person. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default (or by any reduction or termination of the Commitment of any Lender with respect to Letters of Credit issued prior to such reduction or termination), and each payment by a Lender under this Section 2.21 shall be made without any offset, abatement, withholding or reduction whatsoever.

(e)Each Lender shall, severally, to the extent of its Applicable L/C Percentage, indemnify the L/C Issuer (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from the L/C Issuer’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment) that the L/C Issuer may suffer or incur in connection with any Letter of Credit issued by it. The obligations of the Lenders under this Section 2.21(e) and all other parts of this Section 2.21 shall survive termination of this Agreement, all other Credit Documents, all Applications, all Letters of Credit and all drafts and other documents presented in connection with drawings thereunder.

(f)The Borrower shall provide at least three Business Days’ advance written notice to the Administrative Agent (or such lesser notice as the Administrative Agent and the L/C Issuer may agree in their sole discretion) of each request for the issuance, amendment or extension of a Letter of Credit, each such notice to be accompanied by a properly completed and executed Application for the requested Letter of Credit and, in the case of an extension or amendment or an increase in the amount of a Letter of Credit, a written request therefor, in a form acceptable to


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the Administrative Agent and the L/C Issuer, in each case, together with the fees called for by this Agreement. The Administrative Agent shall promptly notify the L/C Issuer of the Administrative Agent’s receipt of each such notice (and the L/C Issuer shall be entitled to assume that the conditions precedent to any such issuance, extension, amendment or increase have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders) and the L/C Issuer shall promptly notify the Administrative Agent and the Lenders of the issuance of a Letter of Credit.

(g)The Borrower shall pay to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit at a rate equal to .125% per annum, computed on the daily amount available to be drawn under such Letter of Credit and payable on a quarterly basis in arrears on the last Business Day of each March, June, September, and December; provided that such fronting fees will accrue only during any period in which there is more than one Lender. Quarterly in arrears, on the last Business Day of each March, June, September, and December, commencing on the first such date occurring after the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders according to their Applicable L/C Percentages (subject to Section 2.18), a letter of credit fee (the “L/C Participation Fee”) for each Letter of Credit at a rate per annum equal to 1.75% (computed on the basis of a year of 360 days and the actual number of days elapsed) times the daily amount available to be drawn under such Letter of Credit. In addition, the Borrower shall pay to the L/C Issuer for its own account the L/C Issuer’s standard issuance, drawing, negotiation, amendment, transfer and other administrative fees for each Letter of Credit. Such standard fees referred to in the preceding sentence may be established by the L/C Issuer from time to time. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. Unless otherwise specified herein, the amount of a Letter of Credit at any time (including for purposes of computing the daily amount available to be drawn under any Letter of Credit) shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Application or other document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

(h)Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(i)In the event of any conflict or inconsistency between this Agreement and the terms of any Application, the terms of this Agreement shall control.

1.22Incremental Commitments. The Borrower may from time to time after the Closing Date, upon at least sixty (60) days’ prior written notice to the Administrative Agent in each case, at any time prior to the Termination Date, increase the aggregate Commitments (each such increase, an “Incremental Increase”) at the option of the Borrower by an agreement in writing entered into by the Borrower, the other Credit Parties, the Administrative Agent and each Person (including any existing Lender) that agrees to provide a portion of such Incremental Increase (each an “Incremental Amendment”); provided that.


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(a)the aggregate principal amount of all Incremental Increases shall not exceed $100,000,000;

(b)each Incremental Increase shall be in a minimum amount of $20,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree);

(c)no existing Lender shall be under any obligation to provide any portion of any Incremental Increase and any such decision whether to provide any portion of any Incremental Increase shall be in such Lender’s sole and absolute discretion;

(d)no Default or Event of Default shall have occurred and be continuing, and no Default or Event of Default would exist after giving effect to any Incremental Increase (and treating any Incremental Increase as fully drawn for such purpose), both on the date on which such Incremental Increase is requested and on the date on which such Incremental Increase becomes effective;

(e)each Person providing any Incremental Increase shall be a Lender or an institution that qualifies as an Eligible Assignee and is acceptable to the Administrative Agent and the L/C Issuer, and the Administrative Agent shall have received (A) additional commitments in respect of such requested Incremental Increase (each an “Incremental Commitment”) from such Persons and (B) documentation from each Person providing an Incremental Increase evidencing its Incremental Commitment and its obligations under this Agreement in form and substance acceptable to the Administrative Agent;

(f)the Administrative Agent shall have received:

(i)a certificate of each Credit Party dated as of the effective date of such Incremental Increase, signed by a Responsible Officer of such Credit Party acceptable to the Administrative Agent and (A) certifying and attaching such Credit Party’s articles of incorporation or certificate of formation (or equivalent), bylaws or operating agreement (or equivalent), and resolutions adopted by the board of directors or equivalent governing body of such Credit Party approving such Incremental Facility, and certifying as to the incumbency of the Responsible Officers of such Credit Party authorized to act on its behalf in connection with such Incremental Increase, and (B) in the case of the Borrower, certifying that, both immediately before and after giving effect to such Incremental Increase, (x) the representations and warranties contained in Article IV and in the other Credit Documents are true and correct on and as of the date of such Incremental Increase, with the same effect as if made on and as of such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), and (y) no Default or Event of Default exists;

(ii)a certificate executed by a Financial Officer of the Borrower or the Parent certifying and demonstrating that after giving effect to the incurrence of such Incremental Increase (and treating such Incremental Increase as fully drawn for such purpose) the Borrower is in compliance with the financial covenants contained in Article VI, calculated on a Pro Forma Basis for the Reference Period most recently ended for which financial statements have been delivered under this Agreement in accordance with GAAP;

(iii)such amendments to the Security Documents as the Administrative Agent reasonably requests to cause the Security Documents to secure the Obligations after giving effect to such Incremental Increase;


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(iv)to the extent requested by the Administrative Agent, customary opinions of legal counsel (including local counsel in each relevant jurisdiction) to the Credit Parties, addressed to the Administrative Agent and each Lender (including each Person providing an Incremental Commitment), dated as of the effective date of such Incremental Increase; and

(v)such other documents and certificates it may reasonably request relating to the necessary authority for such Incremental Increase and the validity of such Incremental Increase, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent;

(g)the terms and conditions (including interest rate, interest rate margins, fees (other than arrangement, structuring, underwriting and similar fees not paid generally to all Lenders under such Incremental Increase), prepayment terms and final maturity) of such Incremental Commitments shall be the same as the terms applicable to the Commitments hereunder, and such Incremental Commitments shall constitute Commitments hereunder;

(h)Schedule 1.1(a) shall be deemed revised to include any increase in the Commitments pursuant to this Section 2.22 and to include thereon any Person that becomes a Lender with a Commitment pursuant to this Section 2.22; and

(i)on the effective date of such Incremental Increase, the existing Lenders with Commitments shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 10.06(b)) of the outstanding Loans and participation interests in Letters of Credit to the Lenders providing such Incremental Commitments, and the Administrative Agent may make such adjustments to the Register as are necessary, so that after giving effect to such Incremental Increase and such assignments and adjustments, each Lender (including the Lenders providing such Incremental Commitments) will hold its pro rata share (based on its Applicable Percentage of the increased aggregate Commitments) of outstanding Loans and participation interests in Letters of Credit.

The Incremental Commitments and credit extensions thereunder shall constitute Commitments and credit extensions under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the security interests created by the Security Documents and from the Guaranty. The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Credit Documents shall be amended by, such Incremental Amendments to the extent the Administrative Agent and the Borrower deem necessary in order to establish Incremental Commitments on terms consistent with and/or to effect the provisions of this Section 2.22. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. This Section 2.22 shall supersede any provisions in Section 2.13(b) or 10.5 to the contrary.

1.23Successor LIBOR

(a)If the Administrative Agent determines (which determination shall be deemed presumptively correct absent manifest error) that:

(i)the circumstances set forth in Section 2.14(e) have arisen and such circumstances are unlikely to be temporary, or

(ii)a public statement or publication of information has been made (A) by or on behalf of the administrator of the London InterBank Offered Rate (“LIBOR”); or by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve


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System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR, stating that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide LIBOR, (B) by the administrator of LIBOR that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (C) by the regulatory supervisor for the administrator of LIBOR or any Governmental Authority having jurisdiction over the Administrative Agent announcing that LIBOR is no longer representative or may no longer be used, or

(iii)a LIBOR rate is not published by the administrator of LIBOR for five consecutive Business Days and such failure is not the result of a temporary moratorium, embargo or disruption declared by the administrator of LIBOR or by the regulatory supervisor for the administrator of LIBOR, or

(iv)a new index rate has become a widely-recognized replacement benchmark rate for LIBOR in newly originated loans denominated in Dollars in the U.S. market,

then, the Administrative Agent may, in consultation with Borrower, amend this Agreement as described below to replace LIBOR with an alternative replacement index and to modify the applicable margins (the new index and margin together, the “Benchmark Replacement”), in each case giving due consideration to any evolving or then existing convention for similar U.S. Dollar denominated credit facilities, or any selection, endorsement or recommendation by a relevant governmental body with respect to such facilities. Administrative Agent may also from time to time, in Administrative Agent’s sole discretion, make other related amendments (“Conforming Changes”), including but not limited to increasing or decreasing the “floor” applicable to the replacement index and/or Benchmark Replacement, to permit the administration thereof by Administrative Agent in an administratively and operationally practicable manner and in a manner substantially consistent with market practice and similarly situated counterparties with similar assets in similar facilities.

(b)the Administrative Agent shall provide notice to Borrower of an amendment of this Agreement to reflect the Benchmark Replacement and Conforming Changes. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 10.5), such amendment shall become effective upon execution by the Administrative Agent without any further action or consent of any other party to this Agreement on the fifth (5th) Business Day after the date that a draft of such amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such fifth (5th) Business Day, a written notice from Required Lenders stating that such Lenders object to such amendment.

(c)For the avoidance of doubt, following the date when a determination is made pursuant to subsection (a) above and until a Benchmark Replacement has been selected and implemented in accordance with the terms and conditions of subsection (b) above, at the Administrative Agent’s election all Loans shall accrue interest at, and the interest rate applicable to all Loans shall be, the interest rate applicable to Base Rate Loans as set forth herein.

(d)Subject to any Conforming Changes, if at any time the replacement index is less than zero percent (0.00%), then at such times, such index shall be deemed to be zero percent


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(0.00%) for the purposes of this Agreement; provided, however, even if the replacement index is greater than zero percent (0.00%), if due to a negative margin the Benchmark Replacement would be zero, the Benchmark Replacement shall be deemed to be zero percent (0.00%).

(e)In the event that circumstances similar to those set out in Section 2.23(a)(i)-(iv) occur in relation to an index selected to replace LIBOR (or another index previously selected pursuant to this provision) or if Administrative Agent determines a replacement index is administratively or operationally impracticable, the terms governing replacement of LIBOR set forth in Section 2.23(a)-(d) shall govern replacement of the replacement index.

Article III

CONDITIONS TO CREDIT EXTENSIONS

1.1Conditions of Initial Credit Extensions. The obligation of each Lender to make Loans in connection with the initial Borrowing hereunder and of the L/C Issuer to make the initial L/C Credit Extension hereunder is subject to the satisfaction of the following conditions precedent:

(a)The Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and in such number of copies as the Administrative Agent shall have requested:

(i)executed counterparts of this Agreement;

(ii)to the extent requested by any Lender in accordance with Section 2.4(d), a Note for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the Borrower;

(iii)the Guaranty, duly completed and executed by each Guarantor as of the Closing Date;

(iv)the Security Agreement, duly completed and executed by each of the Borrower and each Subsidiary of the Borrower that is a Project Holding Company (other than any Excluded Tax Credit Subsidiary), and the Pledge Agreement, duly completed and executed by Intermediate Holdco;

(v)[reserved]; and

(vi)a control agreement for each deposit account and securities account of any Credit Party that is a party to the Security Agreement (other than deposit accounts maintained with the Administrative Agent and other than deposit accounts and securities accounts the entire balance of which is regularly (and in any event no less frequently than monthly) transferred into deposit accounts and securities accounts, as applicable, over which the Administrative Agent has control), duly executed by the parties thereto and in form and substance reasonably satisfactory to the Administrative Agent; and

(vii)the favorable opinions of counsel (including local counsel in such jurisdictions as may be reasonably requested by the Administrative Agent) to the Credit Parties addressing such matters as the Administrative Agent requires, all in form and substance reasonably satisfactory to the Administrative Agent.

(b)The Administrative Agent shall have received a certificate, signed by the president, the chief executive officer or the chief financial officer of the Borrower, dated the


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Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents are true and correct as of the Closing Date, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans and L/C Credit Extensions and the application of the proceeds thereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans and L/C Credit Extensions and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the Transactions, the making of the initial Loans and L/C Credit Extensions and the application of the proceeds thereof, no Material Adverse Effect has occurred since December 31, 2019, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect, and (iv) all conditions to the initial extensions of credit hereunder set forth in this Section 3.1 and in Section 3.2 have been satisfied as required hereunder.

(c)The Administrative Agent shall have received a certificate of the chief executive officer or the chief financial officer of the Parent with respect to each Closing Date Credit Party, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party (or, with respect to any Credit Party that is a Project Holding Company or a Project Subsidiary, a resolution adopted by its sole member or other Controlling party), authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of such other Credit Documents (or, with respect to any Credit Party that is a Project Holding Company or a Project Subsidiary, an officer of the sole member of such Project Holding Company or Project Subsidiary), and attaching all such copies of the documents described above.

(d)The Administrative Agent shall have received (i) a certificate as of a recent date of the good standing of each Closing Date Credit Party, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, and (ii) a certificate as of a recent date of the qualification of each such Credit Party to conduct business as a foreign corporation in such jurisdictions as the Administrative Agent may have reasonably requested, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction.

(e)The Administrative Agent shall be satisfied with the corporate and capital structure and management of the Parent and its Subsidiaries after giving effect to the Transactions, all legal, tax, accounting, business and other matters relating to the Transactions or to the Parent and its Subsidiaries after giving effect thereto, and all documentation relating to the Transactions, and the Administrative Agent shall have received such copies of the final Transaction Documents as it shall have reasonably requested.


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(f)The Administrative Agent shall have received a Beneficial Ownership Certification with respect to the Borrower.

(g)All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement, the other Credit Documents and the other Transaction Documents and the consummation of the Transactions shall have been obtained, without the imposition of conditions that are not acceptable to the Administrative Agent, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Agreement, any of the other Credit Documents or any of the other Transaction Documents, or the consummation of any Transactions or that could reasonably be expected to have a Material Adverse Effect.

(h)[reserved].

(i)The Administrative Agent shall have received certified reports from an independent search service satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that names any Closing Date Credit Party as debtor in any applicable jurisdiction, and the results thereof shall be reasonably satisfactory to the Administrative Agent.

(j)The Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions (including the filing of duly completed UCC-1 financing statements in each jurisdiction listed on Annex A to the Security Agreement or the Pledge Agreement) necessary to perfect the Liens created by the Security Documents shall have been completed, or arrangements satisfactory to the Administrative Agent for the completion thereof shall have been made.

(k)Since December 31, 2019, both immediately before and after giving effect to the consummation of the Transactions, there shall not have occurred (i) a Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect.

(l)The Borrower shall have paid all fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement, the other Credit Documents and the Transactions.

(m)The Administrative Agent shall have received copies of the financial statements referred to in Section 4.11(a), together with copies of unaudited profit and loss statements for each Borrowing Base Project as of September 30, 2020.

(n)The Administrative Agent shall have received a Financial Condition Certificate executed by a Financial Officer of the Parent, certifying as to the solvency of each Credit Party individually and of the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transactions and any other transactions to occur on the Closing Date, all of which shall be in form and substance satisfactory to the Administrative Agent.


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(o)The Administrative Agent shall have received evidence in form and substance satisfactory to it that all of the requirements of Section 5.6 have been satisfied, including receipt of certificates of insurance evidencing the insurance coverages described on Schedule 4.18 and naming the Administrative Agent as lender’s loss payable or additional insured, as its interests may appear, together with such endorsements to such insurance policies as the Administrative Agent requires.

(p)[reserved].

(q)The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of the Borrower, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder.

(r)The Administrative Agent shall have received from the Parent and the Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

(s)Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have reasonably requested.

1.2Conditions of All Credit Extensions. The obligation of each Lender to make any Loans hereunder, including the initial Loans, and the obligation of the L/C Issuer to make any L/C Credit Extension, including the initial L/C Credit Extension, is subject to the satisfaction of the following conditions precedent on the relevant date of Borrowing or L/C Credit Extension:

(a)in the case of a Borrowing, the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b); in the case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly completed Application for such Letter of Credit; and, in the case of an extension or increase in the amount of a Letter of Credit, the L/C Issuer shall have received a written request therefor in a form reasonably acceptable to the L/C Issuer;

(b)each of the representations and warranties contained in Article IV and in the other Credit Documents shall be true and correct on and as of such date of Borrowing or L/C Credit Extension (including the Closing Date, in the case of the initial Loans made and/or Letters of Credit issued hereunder) with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans and L/C Credit Extensions to be made on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date);

(c)no Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to the Loans and L/C Credit Extensions to be made on such date;

(d)the Project in respect of which such Loan is being made shall have been approved as a Borrowing Base Project and the Project Value therefor determined, in accordance with the terms and conditions hereof; and

(e)except in the case of the Specified Offtakers, the aggregate principal amount of Loans advanced and outstanding hereunder with respect to Projects for which the offtaker under


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the Power Purchase Agreement therefor is the same offtaker (or an affiliate thereof) shall not exceed 33% of the aggregate principal amount of Loans outstanding hereunder.

Each giving of a Notice of Borrowing, an Application or other written request for an extension or increase in the amount of a Letter of Credit, and the consummation of each Borrowing and each L/C Credit Extension, shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b) and 3.2(c) are true, both as of the date of such Notice of Borrowing, Application or request and as of the relevant date of Borrowing or L/C Credit Extension.

Article IV

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent, the L/C Issuer and the Lenders to enter into this Agreement and to induce the Lenders and the L/C Issuer to extend the credit contemplated hereby, the Borrower represents and warrants to the Administrative Agent and the Lenders as follows:

1.1Corporate Organization and Power. Each Credit Party (i) is a corporation or a limited liability company duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be (which jurisdictions, as of the Closing Date, are set forth on Schedule 4.1), (ii) has the full corporate or limited liability company power and authority to execute, deliver and perform the Credit Documents to which it is or will be a party, to own and hold its property and to engage in its business as presently conducted, and (iii) is duly qualified to do business as a foreign corporation or limited liability company and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified, except where the failure to be so qualified, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

1.2Authorization; Enforceability. Each Credit Party has taken, or on the Closing Date will have taken, all necessary corporate or limited liability company action, as applicable, to execute, deliver and perform each of the Credit Documents to which it is or will be a party, and has, or on the Closing Date (or any later date of execution and delivery) will have, validly executed and delivered each of the Credit Documents to which it is or will be a party. This Agreement constitutes, and each of the other Credit Documents upon execution and delivery will constitute, the legal, valid and binding obligation of each Credit Party that is a party hereto or thereto, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

1.3No Violation. The execution, delivery and performance by each Credit Party of each of the Credit Documents to which it is or will be a party, and compliance by it with the terms hereof and thereof, do not and will not (i) violate any provision of its articles or certificate of incorporation or formation, its bylaws or operating agreement, or other applicable formation or organizational documents, (ii) contravene any other Requirement of Law applicable to it, (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any indenture, mortgage, lease, agreement, contract or other instrument to which it is a party, by which it or any of its properties is bound or to which it is subject, or (iv) except for the Liens granted in favor of the Administrative Agent pursuant to the Security Documents, result in or require the creation or imposition of any Lien upon any of its properties, revenues or assets; except, in the case of clauses (ii) and (iii) above, where such violations, conflicts, breaches or


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defaults, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

1.4Governmental and Third-Party Authorization; Permits. No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each Credit Party of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents, authorizations and filings that have been (or on or prior to the Closing Date will have been) made or obtained and that are (or on the Closing Date will be) in full force and effect and (iii) consents and filings the failure to obtain or make which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Credit Party and Restricted Party has, and is in good standing with respect to, all governmental approvals, licenses, permits and authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

1.5Litigation. There are no actions, investigations, suits or proceedings pending or, to the knowledge of the Borrower, threatened, at law, in equity or in arbitration, before any court, other Governmental Authority, arbitrator or other Person, (i) against or affecting any of the Credit Parties or Restricted Parties or any of their respective properties that, if adversely determined, could reasonably be expected to have a Material Adverse Effect, or (ii) with respect to this Agreement, any of the other Credit Documents, any of the other Transaction Documents or any of the transactions contemplated hereby or thereby.

1.6Taxes. Each Credit Party and Restricted Party has timely filed all federal and state income tax returns and all other material tax returns and reports required to be filed by it, and has paid, prior to the date on which penalties would attach thereto or a Lien would attach to any of the properties of a Credit Party or Restricted Party if unpaid, all federal and state income taxes and all other material taxes, assessments, fees and other charges levied upon it or upon its properties that are shown thereon as due and payable other than those that are not yet delinquent or that are being contested in good faith and by proper proceedings and for which adequate reserves have been established in accordance with GAAP. Such returns accurately reflect in all material respects all liability for taxes of the Credit Parties and Restricted Parties for the periods covered thereby. As of the Closing Date, there is no ongoing audit or examination or, to the knowledge of the Borrower, other investigation by any Governmental Authority of the tax liability of any of the Credit Parties or Restricted Parties, and there is no material unresolved claim by any Governmental Authority concerning the tax liability of any Credit Party or Restricted Party for any period for which tax returns have been or were required to have been filed, other than unsecured claims for which adequate reserves have been established in accordance with GAAP. As of the Closing Date, no Credit Party or Restricted Party has waived or extended or has been requested to waive or extend the statute of limitations relating to the payment of any taxes.

1.7Subsidiaries. Schedule 4.7 sets forth, as of the Closing Date and after giving effect to the Transactions, (i) all of the Subsidiaries of the Borrower and (ii) as to each Credit Party, (x) the number of shares, units or other interests of each class of Capital Stock outstanding, and the number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and similar rights and (y) the direct holders of all such Capital Stock and the number of shares, units, interests, options, warrants or other purchase rights held by each. All outstanding shares of Capital Stock of the Parent and each of its Subsidiaries are duly and


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validly issued, fully paid and nonassessable. Except for the shares of Capital Stock and the other equity arrangements expressly indicated on Schedule 4.7, as of the Closing Date there are no shares of Capital Stock, warrants, rights, options or other equity securities, or other Capital Stock of any Credit Party (other than the Parent) outstanding or reserved for any purpose.

1.8Full Disclosure. All factual information heretofore, contemporaneously or hereafter furnished in writing to the Administrative Agent, the Arranger or any Lender (including all Project Documents delivered thereto) by or on behalf of any Credit Party for purposes of or in connection with this Agreement, the other Credit Documents and the Transactions is or will be true and accurate in all material respects on the date as of which such information is dated or certified (or, if such information has been updated, amended or supplemented, on the date as of which any such update, amendment or supplement is dated or certified) and not made incomplete by omitting to state a material fact necessary to make the statements contained herein and therein, in light of the circumstances under which such information was provided, not misleading; provided that, with respect to projections, budgets and other estimates, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. As of the Closing Date, there is no fact known to any Credit Party that has, or could reasonably be expected to have, a Material Adverse Effect, which fact has not been set forth herein, in the financial statements of the Parent, the Borrower and their respective Subsidiaries furnished to the Administrative Agent and/or the Lenders, or in any certificate, opinion or other written statement made or furnished by the Borrower to the Administrative Agent and/or the Lenders. As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

1.9Margin Regulations. No Credit Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. No proceeds of the Loans will be used, directly or indirectly, to purchase or carry any Margin Stock, to extend credit for such purpose or for any other purpose, in each case that would violate or be inconsistent with Regulations T, U or X or any provision of the Exchange Act.

1.10No Material Adverse Effect. There has been no Material Adverse Effect since December 31, 2019, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect.

1.11Financial Matters.

(a)The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Company Parties as of December 31, 2019, and the related statements of income, cash flows and stockholders’ equity for the fiscal year then ended, together with the opinion of KPMG LLP thereon, and (ii) the unaudited consolidated balance sheet of the Company Parties as of October 30, 2020, and the related statements of income, cash flows and stockholders’ equity for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly in all material respects the financial condition of the Company Parties on a consolidated basis as of the respective dates thereof and the results of operations of the Company Parties on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Company Parties of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected.


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(b)After giving effect to the consummation of the Transactions, the Credit Parties, taken as a whole, (i) have capital sufficient to carry on their businesses as conducted and as proposed to be conducted, (ii) have assets with a fair saleable value, determined on a going concern basis, which are (y) not less than the amount required to pay the probable liability on their existing debts as they become absolute and matured and (z) greater than the total amount of their liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured in their ordinary course), and (iii) do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature in their ordinary course.

(c)Since December 31, 2019, there has not been an occurrence of a “material weakness” (as defined in statement on Auditing Standards No. 60) in, or fraud that involves management or other employees who have a significant role in, the Parent’s or the Borrower’s internal controls over financial reporting, in each case as described in Section 404 of the Sarbanes- Oxley Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto.

(d)Neither (i) the board of directors of any Company Party, a committee thereof or an authorized officer of any Company Party has concluded that any financial statement previously furnished to the Administrative Agent should no longer be relied upon because of an error, nor (ii) has any Company Party been advised by its auditors that a previously issued audit report or interim review cannot be relied on.

1.12Ownership of Properties; Access; Utilities. Each Restricted Party (i) has good and indefeasible title to all real property owned by it, (ii) holds interests as lessee under valid leases in full force and effect with respect to (A) all leased real and personal property used in connection with any Borrowing Base Project and (B) all other material leased real and personal property used in connection with its business, and (iii) has good title to all of its other material properties and assets reflected in the most recent financial statements referred to in Section 4.11(a) (except as sold or otherwise disposed of since the date thereof in the ordinary course of business), in each case free and clear of all Liens other than Permitted Liens. Schedule 4.12 lists, as of the Closing Date and after giving effect to the Transactions, all Realty of the Restricted Parties, indicating in each case the identity of the owner, the address of the property, the nature of use of the premises, and whether such interest is a leasehold or fee ownership interest.

1.13ERISA. No Restricted Party sponsors, maintains or participates in, nor, to the knowledge of the Borrower, has at any time sponsored, maintained or participated in, any Plan. As of the Closing Date, the Borrower is not and will not be (i) an employee benefit plan subject to Part 4 of Subtitle B of Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code, (iii) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, as determined pursuant to Section 3(42) of ERISA, or (iv) a “governmental plan” within the meaning of Section 3(32) of ERISA.

1.14Environmental Matters.

(a)Except as set forth on Schedule 4.14(a) or disclosed in writing to the Administrative Agent in connection with any Acquisition of any Project by a Restricted Party prior to the acquisition thereof, no Hazardous Substances are or have been generated, used, located, released, treated, transported, disposed of or stored, currently or in the past, (A) by any Restricted Party or (B) to the knowledge of the Borrower, by any other Person (including any predecessor in interest) or otherwise, in either case in, on, about or to or from any portion of any real property, leased, owned or operated by any Restricted Party, except in compliance with all


			- 66 -

applicable Environmental Laws; no portion of any such real property or, to the knowledge of the Borrower, any other real property at any time leased, owned or operated by any Restricted Party is contaminated by any Hazardous Substance; and no portion of any real property leased, owned or operated by any Restricted Party is presently or, to the knowledge of the Borrower, has ever been, the subject of an environmental audit, assessment or remedial action.

(b)Except as set forth on Schedule 4.14(b) or disclosed in writing to the Administrative Agent in connection with any Acquisition of any Project by a Restricted Party prior to the acquisition thereof, no portion of any real property leased, owned or operated by any Restricted Party has been used by any Restricted Party or, to the knowledge of the Borrower, by any other Person, as or for a mine, landfill, dump or other disposal facility, gasoline service station or bulk petroleum products storage facility; and no portion of such real property or any other real property currently or at any time in the past leased, owned or operated by any Restricted Party has, pursuant to any Environmental Law, been placed on the “National Priorities List” or “Superfunds Enterprise Management System” (which replaces the CERCLIS List) (or any similar federal, state or local list) of sites subject to possible environmental problems.

(c)Except as set forth on Schedule 4.14(c) or disclosed in writing to the Administrative Agent in connection with any Acquisition of any Project by a Restricted Party prior to the acquisition thereof, all activities and operations of the Restricted Parties are in material compliance with the requirements of all applicable Environmental Laws; each Restricted Party has obtained all material licenses and permits under Environmental Laws necessary to its respective operations, all such material licenses and permits are being maintained in good standing, and each Restricted Party is in material compliance with all terms and conditions of such licenses and permits; and no Restricted Party is involved in any suit, action or proceeding, or has received any notice, complaint or other request for information from any Governmental Authority or other Person, with respect to any actual or alleged Environmental Claims, and to the knowledge of the Borrower, there are no threatened Environmental Claims, nor any basis therefor.

(d)Notwithstanding any representation or warranty of the Borrower to the contrary, no Restricted Party has any material liability for any Hazardous Substance arising under or in connection with any Environmental Law or pursuant to any agreement, contract or lease.

1.15Compliance with Laws. Each Credit Party has timely filed all material reports, documents and other materials required to be filed by it under all applicable Requirements of Law with any Governmental Authority, has retained all material records and documents required to be retained by it under all applicable Requirements of Law, and is otherwise in compliance with all applicable Requirements of Law in respect of the conduct of its business and the ownership and operation of its properties, except in each case to the extent that the failure to comply therewith, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There are no facts or circumstances that reasonably could be expected to materially increase the cost to any Credit Party of compliance with any applicable Requirements of Law.

1.16Intellectual Property. Each Restricted Party owns, or has the legal right to use, all Intellectual Property necessary for it to conduct its business as currently conducted. Schedule 4.16 lists, as of the Closing Date and after giving effect to the Transactions, all registered Intellectual Property owned by any Restricted Party. No claim has been asserted or is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any such claim, and to the knowledge of the Borrower, the use of such Intellectual Property by any Restricted Party does not infringe on the known rights of any Person, except for such claims and


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infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

1.17Investment Company Act. No Credit Party is an “investment company,” a company “controlled” by an “investment company,” or an “investment advisor,” within the meaning of the Investment Company Act of 1940.

1.18Insurance. Schedule 4.18 sets forth, as of the Closing Date and after giving effect to the Transactions, an accurate and complete list and a brief description (including the insurer, policy number, type of insurance, coverage limits, deductibles, expiration dates and any special cancellation conditions) of all policies of property and casualty, liability (including, but not limited to, product liability), business interruption, workers’ compensation, and other forms of insurance owned or held by the Restricted Parties or pursuant to which any of their respective assets are insured. The assets, properties and business of the Restricted Parties are insured against such hazards and liabilities, under such coverages and in such amounts, as are customarily maintained by prudent companies similarly situated and under policies issued by insurers of recognized responsibility.

1.19Material Contracts. As of the Closing Date and after giving effect to the Transactions (or, with respect to any Project that is not a Closing Date Borrowing Base Project, as the date such Project becomes a Borrowing Base Project), (i) each Material Contract is in full force and effect and is enforceable by each Restricted Party or Tax Credit Party that is a party thereto in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general or equitable principles or by principles of good faith and fair dealing, and (ii) no Restricted Party, Tax Credit Party or, to the knowledge of the Borrower, any other party thereto is in breach of or default under any Material Contract in any material respect or has given notice of termination or cancellation of any Material Contract. There are no Material Contracts directly affecting or relating to the construction, management or operation of a Borrowing Base Project except the Project Documents made available by the Borrower to the Administrative Agent.

1.20Security Documents. The provisions of each of the Security Documents (whether executed and delivered prior to or on the Closing Date or thereafter) are and will be effective to create in favor of the Administrative Agent, for its benefit and the benefit of the Lenders, a valid and enforceable security interest in and Lien upon all right, title and interest of each Credit Party that is a party thereto in and to the Collateral purported to be pledged by it thereunder and described therein, and upon (i) the initial extension of credit hereunder, (ii) the filing of appropriately completed Uniform Commercial Code financing statements and continuations thereof in the jurisdictions specified therein, (iii) the filing of appropriately completed short-form assignments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, as applicable, and (iv) the possession by the Administrative Agent of any certificates (if any) evidencing the securities pledged thereby, duly endorsed or accompanied by duly executed stock powers, such security interest and Lien shall constitute a fully perfected and first priority security interest in and Lien upon such right, title and interest of the applicable Credit Party in and to such Collateral, to the extent that such security interest and Lien can be perfected by such filings, actions and possession, subject only to Permitted Liens.

1.21Labor Relations. No Restricted Party is engaged in any unfair labor practice within the meaning of the National Labor Relations Act of 1947, as amended. As of the Closing Date, there is (i) no unfair labor practice complaint before the National Labor Relations Board, or grievance or arbitration proceeding arising out of or under any collective bargaining agreement, pending or, to the knowledge of the Borrower, threatened, against any Restricted Party, (ii) no strike, lock-out, slowdown, stoppage, walkout or other labor dispute pending or, to the knowledge of the Borrower, threatened, against any Restricted Party, and (iii) to the knowledge


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of the Borrower, no petition for certification or union election or union organizing activities taking place with respect to any Restricted Party. As of the Closing Date, there are no collective bargaining agreements or Multiemployer Plans covering the employees of the Restricted Parties.

1.22Project Documents. The Borrower has heretofore furnished to the Administrative Agent true and complete copies of the Project Documents described in clauses (a), (b), (e), (g) and (i) of paragraph 3 of Schedule 2.19 for each Borrowing Base Project that are in Borrower’s or any of its Affiliates’ possession or that Borrower or any of its Affiliates has knowledge of, in each case together with all material schedules and exhibits referred to therein or delivered pursuant thereto and all material amendments, modifications and waivers relating thereto. No Project Document has been amended, modified or supplemented since being furnished to the Administrative Agent, nor any condition or provision thereof waived since being furnished to the Administrative Agent, in any material respect other than as approved in writing by the Administrative Agent or the Required Lenders. Each Project Document described in paragraphs 3 and 4 of Schedule 2.19 is in full force and effect and no Restricted Party (nor, to the knowledge of the Borrower, any other party thereto) is in material default thereunder or in material breach thereof.

1.23No Burdensome Restrictions. No Restricted Party is a party to any written agreement or instrument or subject to any other obligations or any charter or corporate restriction or any provision of any applicable Requirement of Law that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

1.24No Default. No Default or Event of Default has occurred and is continuing.

1.25Sanctions; Anti-Corruption Laws; Anti-Terrorism Laws.

(a)No Credit Party or any Subsidiary thereof or, to the knowledge of the Borrower, any director, officer, employee, agent or Affiliate of any Credit Party or any Subsidiary thereof (i) is, or is owned or controlled by Persons that are, a Sanctioned Person or currently the subject or target of any Sanctions or (ii) has taken any action, directly or indirectly, that would result in a violation by such Person of any Anti-Corruption Laws.

(b)Neither the making of the Loans hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, as amended, the Foreign Corrupt Practices Act or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. The Credit Parties are in compliance in all material respects with the PATRIOT Act.


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1.26EEA Financial Institutions. No Credit Party is an EEA Financial Institution.

Article V

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that, until the termination of the Commitments, the payment in full in cash of all Obligations (other than contingent indemnification obligations) and the termination or expiration of all Letters of Credit (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made):

1.1Financial Statements. The Borrower will deliver to the Administrative Agent and to each Lender:

(a)(i) As soon as available and in any event within 60 days after the end of each fiscal quarter of each fiscal year, beginning with the fiscal quarter ending on December 31, 2020, unaudited consolidated balance sheets of the Restricted Parties as of the end of such fiscal quarter and unaudited consolidated statements of income, cash flows and stockholders’ equity for the Restricted Parties for the fiscal quarter then ended and for that portion of the fiscal year then ended, in each case setting forth comparative consolidated figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter, and certified by a Financial Officer of the Borrower as presenting fairly in all material respects the consolidated financial condition and results of operations of the Restricted Parties, as of the dates and for the periods indicated, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments), and (ii) within 60 days of the Administrative Agent’s request therefor, unaudited consolidating financial statements of the type described in clause (i) for the Restricted Parties for such fiscal quarter, all in reasonable detail and prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter, and certified by a Financial Officer of the Borrower as presenting fairly in all material respects the consolidating financial condition and results of operations of the Restricted Parties, as of the dates and for the periods indicated, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) and in relation to the consolidated financial statements;

(b)(i) As soon as available and in any event within 120 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2020, an audited consolidated balance sheet of the Restricted Parties as of the end of such fiscal year and the related audited consolidated statements of income, cash flows and stockholders’ equity for the Restricted Parties for the fiscal year then ended, including the notes thereto, in each case setting forth comparative consolidated figures as of the end of and for the preceding fiscal year, all in reasonable detail and certified by the independent certified public accounting firm regularly retained by the Borrower or another independent certified public accounting firm of recognized national standing reasonably acceptable to the Administrative Agent, together with a report thereon by such accountants that is not qualified as to going concern or scope of audit and to the effect that such financial statements present fairly in all material respects the consolidated financial condition and results of operations of the Restricted Parties as of the dates and for the periods indicated in


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accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such year, and (ii) within 60 days of the Administrative Agent’s request therefor, annual unaudited consolidating financial statements of the type described in clause (i) for the Restricted Parties for such fiscal year, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter, and certified by a Financial Officer of the Borrower as presenting fairly in all material respects the consolidating financial condition and results of operations of the Restricted Parties, as of the dates and for the periods indicated, in accordance with GAAP and in relation to the consolidated financial statements; and

(c)(i) As soon as available and in any event within 60 days after the end of each fiscal quarter of each fiscal year, beginning with the fiscal quarter ending on December 31, 2020, unaudited consolidated balance sheets of the Company Parties as of the end of such fiscal quarter and unaudited consolidated statements of income, cash flows and stockholders’ equity for the Company Parties for the fiscal quarter then ended and for that portion of the fiscal year then ended, in each case setting forth comparative consolidated figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter, and certified by a Financial Officer of the Parent as presenting fairly in all material respects the consolidated financial condition and results of operations of the Company Parties, as of the dates and for the periods indicated, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments), and (ii) within 60 days of the Administrative Agent’s request therefor, unaudited consolidating financial statements of the type described in clause (i) for the Company Parties for such fiscal quarter, all in reasonable detail and prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter, and certified by a Financial Officer of the Parent as presenting fairly in all material respects the consolidating financial condition and results of operations of the Company Parties, as of the dates and for the periods indicated, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) and in relation to the consolidated financial statements.

1.2Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:

(a)Concurrently with each delivery of the financial statements described in Sections 5.1(a) (including with respect to financial statements as of the end of and for the fourth fiscal quarter of each fiscal year) and 5.1(b), a Compliance Certificate with respect to the period covered by the financial statements being delivered thereunder, executed by a Financial Officer of the Borrower, (i) together with a Covenant Compliance Worksheet reflecting the computation of the Debt Service Coverage Ratio as of the last day of the period covered by such financial statements, and (ii) for the last fiscal quarter covered by the financial statements being delivered thereunder, (A) a summary of all distributions and dividends paid by the Borrower and by the Parent during such fiscal quarter, and (B) a summary of all Capital Contributions received by the Borrower during such fiscal quarter.


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(b)As soon as available and in any event within 30 days after the end of each fiscal quarter, a report providing the actual energy production of each Borrowing Base Project for each month during such fiscal quarter, together with comparative forecasted production figures for each Borrowing Base Project for each month during such fiscal quarter;

(c)As soon as available and in any event within 30 days after the commencement of each fiscal year, a consolidated operating budget for the Restricted Parties for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Restricted Parties for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;

(d)Promptly upon receipt thereof, copies of any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;

(e)Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its shareholders, and (ii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided, however, that the Borrower shall not be required to deliver to the Administrative Agent or any Lender any such materials described in the foregoing clauses (i) and (ii) to the extent such materials have been rendered to or filed with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange;

(f)Promptly upon (and in any event within five Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:

(i)the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;

(ii)the institution or threatened institution of any action, suit, investigation or proceeding against or affecting any Credit Party, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(f)(ii);

(iii)the receipt by any Credit Party from any Governmental Authority of (A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license,


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permit, accreditation or authorization of any Credit Party, where such action could reasonably be expected to have a Material Adverse Effect;

(iv)the occurrence of any ERISA Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party or ERISA Affiliate has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event;

(v)the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract;

(vi)the occurrence of any reduction to the amount of management fees or expense reimbursements paid by the Parent or Intermediate Holdco to the Advisor;

(vii)the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting any Credit Party or any real property leased, operated or owned by any Credit Party, or any Credit Party’s discovery of a basis for any such Environmental Claim; (y) the receipt by any Credit Party of notice of any alleged liability under, violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Credit Party or any other Person in response to the actual or

alleged liability under, violation of or non-compliance with any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under clauses (x), (y) and (z) above, only to the extent the same could reasonably be expected to have a Material Adverse Effect; and

(viii)any other matter or event that has, or could reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto;

(g)Promptly following any change to the list of beneficial owners identified in the Beneficial Ownership Regulation, a new Beneficial Ownership Certification;

(h)Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Credit Party or any Subsidiary thereof, regarding compliance with the terms of the Credit Documents or for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation, as the Administrative Agent or any Lender may from time to time reasonably request; and

(i)As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.

1.3Existence; Franchises; Maintenance of Properties. Each Credit Party will, and the Borrower will cause each of the Borrower’s Subsidiaries to, (i) maintain and preserve in full force and effect its legal existence, except as expressly permitted otherwise by Section 7.1, (ii) obtain, maintain and preserve in full force and effect all other rights, franchises, licenses, permits, certifications, approvals and authorizations required by Governmental Authorities and


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necessary to the ownership, occupation or use of its properties or the conduct of its business, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (iii) keep all material properties in good working order and condition (normal wear and tear and damage by casualty excepted) and from time to time make all necessary repairs to and renewals and replacements of such properties, except to the extent that any of such properties are obsolete or are being replaced or, in the good faith judgment of the Borrower, are no longer useful or desirable in the conduct of the business of the Credit Parties.

1.4Compliance with Laws. Each Credit Party will, and the Borrower will cause each of the Borrower’s Subsidiaries to, comply in all respects with all Requirements of Law applicable in respect of the conduct of its business and the ownership and operation of its properties, except to the extent the failure so to comply could not reasonably be expected to have a Material Adverse Effect.

1.5Payment of Obligations. Each Credit Party will, and the Borrower will cause each of the Borrower’s Subsidiaries to, (i) pay, discharge or otherwise satisfy at or before maturity all liabilities and obligations as and when due (subject to any applicable subordination, grace and notice provisions), except to the extent failure to do so could not reasonably be expected to have a Material Adverse Effect, and (ii) pay and discharge all taxes, assessments and governmental charges or levies imposed upon it, upon its income or profits or upon any of its properties, prior to the date on which penalties would attach thereto, and all lawful claims that, if unpaid, would become a Lien (other than a Permitted Lien) upon any of the properties of any Restricted Party; provided, however, that no Credit Party or Restricted Party shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings and as to which such Person is maintaining adequate reserves with respect thereto in accordance with GAAP.

1.6Insurance.

(a)Each Restricted Party will, and will cause each of its Subsidiaries to, (i) maintain with financially sound and reputable insurance companies insurance with respect to its assets, properties and business, against such hazards and liabilities, of such types and in such amounts, as is customarily maintained by companies in the same or similar businesses similarly situated, and (ii) deliver certificates of such insurance to the Administrative Agent with standard loss payable endorsements naming the Administrative Agent as lender’s loss payee (on property and casualty policies), and additional insured (on liability policies) as its interests may appear, together with such other endorsements as the Administrative Agent reasonably requires. Each such policy of insurance shall contain a clause requiring the insurer to give not less than 30 days’ prior written notice to the Administrative Agent before any cancellation of the policies for any reason whatsoever and shall provide that any loss shall be payable in accordance with the terms thereof notwithstanding any act of any Restricted Party that might result in the forfeiture of such insurance. Without limiting the generality of the foregoing, each Restricted Party will maintain all insurance required by the Project Documents for each Borrowing Base Project. Each Restricted Party will from time to time, upon the Administrative Agent’s request, promptly deliver evidence satisfactory to the Administrative Agent that the Borrower or the applicable Project Subsidiary has complied with the insurance requirements of the Project Documents for each Borrowing Base Project.

(b)Each Restricted Party will, and will cause each of its Subsidiaries to, direct all insurers under policies of property and casualty insurance on the Collateral to pay all proceeds payable thereunder directly to the Administrative Agent. The Administrative Agent shall hold all such proceeds for the account of the Restricted Parties. So long as no Event of Default has occurred and is continuing, and subject Section 2.6(e), the Administrative Agent shall, at the Borrower’s request, disburse such proceeds as payment for the purpose of replacing or repairing


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destroyed or damaged assets, as and when required to be paid and upon presentation of evidence satisfactory to the Administrative Agent of such required payments and such other documents as the Administrative Agent may reasonably request. As and to the extent required by Section 2.6(e), and in any event upon and during the continuance of an Event of Default, the Administrative Agent shall apply such proceeds as a prepayment of the Loans in the order and manner provided in Section 2.6(g).

1.7Maintenance of Books and Records; Inspection. Each Credit Party will, and the Borrower will cause each of the Borrower’s Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP and in compliance with the requirements of any Governmental Authority having jurisdiction over it, (ii) provide to the Administrative Agent, upon request, a complete and accurate listing of all electronic and other systems by which the Credit Parties maintain any books, accounts and records, and provide all information necessary (including credentials, passwords and authorizations) to permit the Administrative Agent to (A) access, duplicate and disseminate the information contained therein and (B) in connection with an exercise of remedies after the occurrence and during the continuance of an Event of Default, have exclusive control over such books, accounts and records, and (iii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit its books, records, working papers and accounts and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon notice to the Borrower, the independent public accountants of the Credit Parties and their respective Subsidiaries (and by this provision each of the Parent, Intermediate Holdco and the Borrower authorizes such accountants to discuss the finances and affairs of the Credit Parties and their respective Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested.

1.8Rate Management Agreements. Not later than fifteen (15) days after the date of any advance of Loans hereunder (including the Closing Date), the Borrower shall have entered into or obtained, and the Borrower will thereafter maintain in full force and effect, Rate Management Agreements in form and substance reasonably satisfactory to the Administrative Agent, with Lenders or other Persons acceptable to the Administrative Agent, the effect of which shall be to fix or limit interest rates payable by the Borrower as to 100% of the aggregate outstanding principal balance of the Loans as of such date (and after giving effect to such advance), for a period of not less than the remaining term of this Agreement. The Borrower will deliver to the Administrative Agent, promptly upon receipt thereof, copies of such Rate Management Agreements (and any supplements or amendments thereto), and promptly upon request therefor, any other information reasonably requested by the Administrative Agent to evidence its compliance with the provisions of this Section 5.8.

1.9Acquisitions. As soon as reasonably practicable after the consummation of any Acquisition in accordance with Section 7.5(i), 7.5(ii) or 7.5(iv), the Borrower will deliver to the Administrative Agent true and correct copies of the fully executed acquisition agreement (including schedules and exhibits thereto) and other material documents and closing papers delivered in connection therewith.

1.10Subsidiaries and Tax Credit Parties.

(a)Within thirty (30) days (or such longer period as the Administrative Agent agrees in its discretion) of the creation or direct or indirect acquisition by any Restricted Party of any Subsidiary (other than an Excluded Tax Credit Subsidiary), each such new Subsidiary (such Person, for purposes of this Section 5.10, the “subject Subsidiary”) shall execute and deliver to the Administrative Agent (i) a joinder to the Guaranty, pursuant to which the subject Subsidiary


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shall become a Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents and the other obligations described therein, and (ii) if the subject Subsidiary is a Project Holding Company, a joinder to the Security Agreement and such of the other Security Documents, as applicable, pursuant to which the subject Subsidiary shall become a party thereto and shall grant to the Administrative Agent a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as Collateral for its obligations under the Guaranty and the other obligations described therein, subject only to Permitted Liens, and the Borrower shall, or shall cause the parent Credit Party that owns the Capital Stock of the subject Subsidiary to, execute and deliver to the Administrative Agent an amendment or supplement to the Security Agreement pursuant to which all of the Capital Stock of the subject Subsidiary then held by the Borrower or such parent Credit Party shall be pledged to the Administrative Agent, together, to the extent applicable, with the certificates evidencing such Capital Stock and undated stock powers duly executed in blank.

(b)Concurrently with the delivery of any document required by Section 5.10(a), the Borrower shall deliver to the Administrative Agent:

(i)(A) a copy of the certificate of incorporation (or other charter documents) of the subject Subsidiary, certified as of a date that is acceptable to the Administrative Agent by the applicable Governmental Authority of the jurisdiction of incorporation or organization of the subject Subsidiary, (B) a copy of the bylaws or similar organizational document of the subject Subsidiary, certified on behalf of the subject Subsidiary as of a date that is acceptable to the Administrative Agent by the corporate secretary or assistant secretary of the subject Person, (C) a certificate of good standing for the subject Subsidiary issued by the applicable Governmental Authority of the jurisdiction of incorporation or organization of the subject Subsidiary and (D) copies of the resolutions of the board of directors or stockholders or other equity owners, as applicable, of the subject Subsidiary authorizing the execution, delivery and performance of the agreements, documents and instruments executed pursuant to Section 5.10(a) and any other Credit Documents to which such subject Subsidiary will be a party, certified on behalf of the subject Subsidiary by an Authorized Officer of the subject Person, all in form and substance reasonably satisfactory to the Administrative Agent;

(ii)a report of Uniform Commercial Code financing statement, tax and judgment lien searches performed against such Subsidiary in each jurisdiction in which the subject Subsidiary is incorporated or organized, and to the extent requested by the Administrative Agent, any other jurisdiction where such subject Subsidiary has a place of business or maintains any assets, which report shall show no Liens on its assets (other than Permitted Liens);

(iii)a certificate of the secretary or an assistant secretary of the subject Subsidiary as to the incumbency and signature of the officers executing agreements, documents and instruments executed pursuant to Section 5.10(a) and any other Credit Documents to which such subject Subsidiary will be a party;

(iv)to the extent requested by the Administrative Agent, favorable legal opinions of counsel (including local counsel, as applicable) to the subject Subsidiary, addressing such matters regarding the subject Subsidiary and the agreements, documents and instruments executed pursuant to Section 5.10(a) and any other Credit Documents to which such subject Subsidiary will be a party as the Administrative Agent requires;

(v)a certificate as to the solvency of the subject Subsidiary, addressed to the Administrative Agent and the Lenders, dated as of the date of creation, acquisition or


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designation of the subject Subsidiary and in form and substance reasonably satisfactory to the Administrative Agent; and

(vi)evidence satisfactory to the Administrative Agent that no Default or Event of Default shall exist immediately before or after the creation or acquisition of the subject Subsidiary or be caused thereby.

(c)Each Project Subsidiary and Tax Credit Party shall deliver to the Administrative Agent Real Property Support Documents with respect to its Realty, in each case within thirty (30) days (or such longer period as the Administrative Agent agrees in its discretion) of (i) the date such Person becomes a Guarantor, if such Person becomes a Guarantor after the Closing Date, or (ii) the date such Person acquires such Realty, if such Realty is acquired after the Closing Date.

(d)Without limiting the generality of the foregoing, each Credit Party shall obtain consents to the collateral assignment of the Capital Stock of the applicable Restricted Parties and Tax Credit Parties from such counterparties to the Project Documents and third parties as the Administrative Agent requires.

(e)As promptly as reasonably possible, the Borrower and its Subsidiaries will deliver any such other documents, certificates and opinions, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent or the Required Lenders may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Collateral being pledged pursuant to the documents described in this Section 5.10 and any other Credit Documents to be executed by the subject Subsidiary.

(f)Notwithstanding the foregoing provisions of this Section 5.10, with respect to any Foreign Subsidiary, (i) the Capital Stock of such Foreign Subsidiary will not be required to be pledged to the extent (but only to the extent) that (y) such Foreign Subsidiary is a Subsidiary of a Foreign Subsidiary or (z) such pledge exceeds (in the case of a pledge of voting Capital Stock) 66% of the voting Capital Stock of such Foreign Subsidiary, unless and to the extent that the pledge of greater than 66% of the voting Capital Stock of such Foreign Subsidiary would not cause any materially adverse tax consequences to the Borrower, and (ii) such Foreign Subsidiary will not be required to become a Subsidiary Guarantor if doing so would cause any materially adverse tax consequences to the Borrower or the Parent, determined by whether the execution of the Guaranty by such Foreign Subsidiary would constitute an investment of earnings in United States property under Section 956 (or any successor statute) of the Code which would trigger an increase in the gross income of the Parent pursuant to Section 951 (or any successor provision) of the Code without corresponding credits or other offsets.

(g)Concurrently with the Acquisition by the Borrower or any Subsidiary thereof (other than an Excluded Tax Credit Subsidiary) of any Tax Credit Project, the Borrower will deliver to the Administrative Agent an agreement, duly executed by each Person that owns any Capital Stock issued by any applicable Tax Credit Party, pursuant to which (i) such Person grants to the Administrative Agent certain notice and cure rights with respect to the tax equity documentation for such Tax Credit Project, (ii) such Person agrees to allow the Administrative Agent (or any designee thereof) to “step-in” to such tax equity documentation (including by agreeing that any foreclosure on any Capital Stock issued by any Person would not give rise to a termination of such tax equity documentation, whether automatically, at the election of such Tax Credit Party, or otherwise) and (iii) such Person agrees not to replace or remove the manager of such Tax Credit Party notwithstanding any change of control of such Tax Credit Party (including as a result of any foreclosure on any Capital Stock issued by such Tax Credit Party). Within 30


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days after request therefor by the Administrative Agent (which request shall be made in respect of any Tax Credit Project within 10 Business Days after the Borrower shall have delivered to the Administrative Agent notice of the Acquisition of such Tax Credit Project in accordance with Section 7.5(i)), the Borrower will deliver to the Administrative Agent, with respect to each Tax Credit Party (other than any Excluded Tax Credit Subsidiary) that owns or manages any portion of such Tax Credit Project, the documents and other instruments required by this Section 5.10 as if such Tax Credit Party was a “subject Subsidiary” (as defined in Section 5.10(a)). In connection with the foregoing obligations of the Borrower, to the extent reasonably requested by any applicable Tax Credit Party or any equityholder thereof (other than the Borrower or any Affiliate thereof), the Administrative Agent will execute and deliver a forbearance agreement, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which it will agree, on behalf of the Lenders, to forbear, on commercially reasonable terms, from foreclosing on certain assets of or related to any Tax Credit Project.

1.11Environmental Laws. The Borrower will, and will cause each of its Subsidiaries to, (i) comply in all material respects with, and use commercially reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (ii) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions, required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that the same are being contested in good faith by appropriate proceedings or to the extent the failure to conduct or complete any of the foregoing could not reasonably be expected to have a Material Adverse Effect.

1.12Public/Private Information. Each of the Parent and the Borrower will cooperate with the Administrative Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Credit Parties to the Administrative Agent and Lenders pursuant to this Article V (collectively, the “Information Materials”) and will designate Information Materials (i) that are either available to the public or not material with respect to the Parent and its Subsidiaries for purposes of federal and state securities laws, as “Public Information” and (ii) that are not Public Information, as “Private Information.”

1.13Compliance with Anti-Corruption Laws; Sanctions; PATRIOT Act. Each of the Parent, Intermediate Holdco and the Borrower will, and will cause each of its Subsidiaries to, (i) maintain in effect and enforce policies and procedures designed to ensure compliance by the Parent, Intermediate Holdco, the Borrower, their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and (ii) provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the PATRIOT Act.

1.14Further Assurances. Each Credit Party will, and the Borrower will cause each of the Borrower’s Subsidiaries to, make, execute, endorse, acknowledge and deliver any amendments, modifications or supplements hereto and restatements hereof and any other agreements, instruments or documents, and, to the extent such Person has executed the Security Documents, take any and all such other actions, as may from time to time be reasonably requested by the Administrative Agent or the Required Lenders to perfect and maintain the validity and priority of the Liens granted pursuant to the Security Documents and to effect, confirm or further assure or protect and preserve the interests, rights and remedies of the


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Administrative Agent and the Lenders under this Agreement and the other Credit Documents. The Administrative Agent, on behalf of the Lenders, shall execute and deliver such releases from the Credit Documents necessary for and in connection with any Asset Disposition consummated in accordance with Section 7.4.

1.15Project Subsidiaries. The Borrower shall cause (i) each Project Subsidiary to take only such actions that are necessary or incidental to the ownership, construction and operation of one or more Projects and (ii) each Borrowing Base Project to be wholly-owned by one or more Project Subsidiaries or Tax Credit Parties (as set forth on Schedule 1.1(b) or in the applicable Approval Notice submitted and approved in accordance with Section 2.19).

1.16Project Documents. The Borrower shall, and shall cause each Project Subsidiary to, comply with and maintain in full force and effect all Project Documents applicable to any Borrowing Base Project.

1.17Depository Relationship. The Borrower shall utilize Fifth Third as the principal depository in which substantially all of its funds are deposited and shall cause each Restricted Party to regularly (and in any event no less frequently than monthly) transfer all cash and Cash Equivalents in excess of such reasonable amount necessary to operate each applicable Project with respect to each such Restricted Party (as reasonably determined by the Borrower and as agreed by the Administrative Agent) into deposit accounts and securities accounts, as applicable, over which the Administrative Agent has control.

Article VI

FINANCIAL COVENANTS

1.1Debt Service Coverage Ratio. The Borrower will not permit the Debt Service Coverage Ratio as of the last day of any fiscal quarter to be less than 1.10 to 1.00.

Article VII

NEGATIVE COVENANTS

1.1Merger; Consolidation. The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that:

(i)any Wholly Owned Project Subsidiary may merge or consolidate with, or be liquidated into, any other Project Subsidiary so long as no Default or Event of Default has occurred and is continuing or would result therefrom;


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(ii)the Borrower may merge or consolidate with another Person (other than another Credit Party), so long as (x) the Borrower is the surviving entity, (y) such merger or consolidation constitutes an Acquisition permitted under Section 7.5 and the applicable conditions and requirements of Sections 5.9 and 5.10 are satisfied, and (z) no Default or Event of Default has occurred and is continuing or would result therefrom; and

(iii)to the extent not otherwise permitted under the foregoing clauses, any Wholly Owned Subsidiary that has sold, transferred or otherwise disposed of all or substantially all of its assets in connection with an Asset Disposition permitted under this Agreement and no longer conducts any active trade or business may be liquidated, wound up and dissolved, so long as no Default or Event of Default has occurred and is continuing or would result therefrom.

1.2Indebtedness. The Borrower will not, and will not permit or cause any of its Subsidiaries or any Tax Credit Party to, create, incur, assume or suffer to exist any Indebtedness other than (without duplication):

(i)Indebtedness of the Restricted Parties in favor of the Administrative Agent and the Lenders incurred under this Agreement and the other Credit Documents;

(ii)purchase money Indebtedness of the Borrower and its Subsidiaries incurred solely to finance the acquisition, construction or improvement of any equipment, real property or other fixed assets in the ordinary course of business (or assumed or acquired by the Borrower and its Subsidiaries in connection with an Acquisition or other transaction permitted under this Agreement), including Capital Lease Obligations, and any renewals, replacements, refinancings or extensions thereof; provided that all such Indebtedness shall not exceed $1,000,000 in aggregate principal amount outstanding at any one time;

(iii)intercompany Indebtedness permitted under Section 7.5(iii);

(iv)Indebtedness of the Borrower under Rate Management Agreements required pursuant to, and entered into in accordance with, Section 5.8 or under other Rate Management Agreements entered into in the ordinary course of business to manage existing or anticipated interest rate, foreign currency or commodity risks and not for speculative purposes;

(v)Indebtedness consisting of Guaranty Obligations of the Borrower or any of its Subsidiaries incurred in the ordinary course of business for the benefit of another Restricted Party; provided that the primary obligation being guaranteed is expressly permitted by this Agreement;

(vi)Indebtedness that may be deemed to exist pursuant to any performance bond, surety, statutory appeal or similar obligation entered into or incurred by the Borrower or any of its Subsidiaries in the ordinary course of business;

(vii)Indebtedness of the Borrower and its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence; and

(viii)other unsecured Indebtedness of the Restricted Parties not exceeding $50,000 in aggregate principal amount outstanding at any time.


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1.3Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries or any Tax Credit Party to, directly or indirectly, make, create, incur, assume or suffer to exist, any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, or agree to do any of the foregoing, other than the following (collectively, “Permitted Liens”):

(i)Liens in favor of the Administrative Agent created by or otherwise existing under or in connection with this Agreement and the other Credit Documents;

(ii)Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);

(iii)Liens (other than any Lien imposed by ERISA the creation or incurrence of which would result in an Event of Default under Section 8.1(j)) incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business;

(iv)Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);

(v)any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);

(vi)Liens on assets of the Borrower and its Subsidiaries securing the purchase money Indebtedness permitted under Section 7.2(ii); provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within 90 days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source;

(vii)customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code of banks or other financial institutions where the Parent or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business;


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(viii)Liens that arise in favor of banks under Article 4 of the Uniform Commercial Code on items in collection and the documents relating thereto and proceeds thereof;

(ix)Liens arising from the filing (for notice purposes only) of UCC-1 financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) in respect of true leases otherwise permitted hereunder;

(x)with respect to any Realty occupied by the Borrower or any of its Subsidiaries, (x) all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof, and (y) all zoning, subdivision, entitlement, conservation, land use and other environmental restrictions, laws, rules, ordinances and regulations applicable thereto; and

(xi)any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement.

1.4Asset Dispositions. The Borrower will not, and will not permit or cause any of its Subsidiaries or any Tax Credit Party to, directly or indirectly, make or agree to make any Asset Disposition except for:

(i)the sale or other disposition of inventory and Cash Equivalents in the ordinary course of business, the sale, discount or write-off of past due or impaired accounts receivable for collection purposes (but not for factoring, securitization or other financing purposes), and the termination or unwinding of Rate Management Agreements permitted hereunder;

(ii)the sale or other disposition by a Project Holding Company of the Capital Stock issued by a Project Subsidiary or Tax Credit Party so long as (A) the Net Cash Proceeds of such sale or disposition equal or exceed the aggregate Project Release Prices with respect to the Borrowing Base Projects owned or operated by such Project Subsidiary or Tax Credit Party, and (B) the Project Release Prices with respect to such Borrowing Base Projects is delivered to the Administrative Agent to be held for application to the prepayment of the Loans in accordance with the provisions of Section 2.6(f);

(iii)[reserved];

(iv)the sale, lease or other disposition of assets by the Borrower or any Project Holding Company to any other Project Holding Company, in each case so long as no Event of Default shall have occurred and be continuing or would result therefrom; and

(v)the sale, exchange or other disposition in the ordinary course of business of equipment or other capital assets that are obsolete or no longer necessary for the operations of the Borrower and its Subsidiaries.

1.5Investments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, purchase, own, invest in or otherwise acquire any Capital Stock, evidence of indebtedness or other obligation or security or any interest whatsoever in any


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other Person, or make or permit to exist any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any other Person, or purchase or otherwise acquire (whether in one or a series of related transactions) any portion of the assets, business or properties of another Person (including pursuant to an Acquisition), or create or acquire any Subsidiary, or become a partner or joint venturer in any partnership or joint venture (collectively, “Investments”), or make a commitment or otherwise agree to do any of the foregoing, other than:

(i)any Acquisition by a Restricted Party that is not a current Project Subsidiary of any Project that is a commercial-scale distributed generation or utility-scale solar photovoltaic power generation system located in the contiguous United States that has achieved commercial operation and the production of which is being or will be sold to an investment grade offtaker or other Person reasonably acceptable to the Administrative Agent pursuant to an executed and effective power purchase agreement;

(ii)any Acquisition by any Project Subsidiary of any Borrowing Base Project;

(iii)Investments by any Restricted Party that is a Credit Party in any other Restricted Party that is a Guarantor;

(iv)the Acquisition of (but not any subsequent Investment in under this clause) any Excluded Tax Credit Subsidiary by any Restricted Party that is a Credit Party;

(v)so long as no Event of Default has occurred and is continuing, Investments made in the ordinary course of business in any Excluded Tax Credit Subsidiary that are (A) applied to maintenance costs for the relevant Project of such Excluded Tax Credit Subsidiary or the purchase of Capital Stock in such Excluded Tax Credit Subsidiary from a Tax Credit investor and (B) funded by a substantially concurrent capital contribution to the Borrower from Intermediate Holdco;

(vi)Investments consisting of Cash Equivalents;

(vii)Investments consisting of the extension of trade credit, the creation of prepaid expenses, the purchase of inventory, supplies, equipment and other assets, and advances to employees, in each case by the Borrower and its Subsidiaries in the ordinary course of business;

(viii)Investments (including equity securities and debt obligations) by the Borrower and its Subsidiaries received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(ix)Investments existing as of the Closing Date and described in Schedule 7.5;

(x)Investments by the Borrower under Rate Management Agreements required pursuant to, and entered into in accordance with, Section 5.8 or under other Rate Management Agreements entered into in the ordinary course of business to manage existing or anticipated interest rate, foreign currency or commodity risks and not for speculative purposes;

(xi)Investments by the Borrower in its Subsidiaries to the extent made prior to July 11, 2016; and


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(xii)the acquisition by any Project Holding Company of the Capital Stock issued by any Tax Credit Party for any Tax Credit Project in accordance with the applicable Project Documents.

1.6Restricted Payments.

(a)The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, declare or make any dividend payment, or make any other distribution of cash, property or assets, in respect of any of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or purchase, redeem, retire or otherwise acquire for value any shares of

its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or set aside funds for any of the foregoing, except that:

(i)the Borrower and any of its Subsidiaries may declare and make dividend payments or other distributions payable solely in its common Capital Stock;

(ii)each Wholly Owned Subsidiary of the Borrower may declare and make dividend payments or other distributions to the Borrower or to a Subsidiary thereof, in each case to the extent not prohibited under applicable Requirements of Law;

(iii)the Borrower may declare and make dividend payments and other distributions to Intermediate Holdco so long as (A) both immediately before and after giving effect to any such dividend or distribution, no Default or Event of Default has occurred and is continuing or would result therefrom, (B) there are no unpaid Reimbursement Obligations, (C) an amount equal to the L/C Sublimit is available to be drawn by the Administrative Agent under a Letter of Credit that has been issued and delivered to the Administrative Agent in support of the Borrower’s Debt Service obligations, and (D) as of the most recent fiscal quarter end occurring after the Closing Date and prior to the date of such dividend or distribution for which financial statements and a Compliance Certificate have been delivered to the Administrative Agent hereunder, the Debt Service Coverage Ratio shall have been not less than 1.20 to 1.00 (it being acknowledged that in no event shall any dividend payments or other distributions be made under this clause (iii) at any time prior to the date that financial statements have been delivered to the Administrative Agent under Section 5.1(a)(i) or (b)(i) (as applicable) and a Compliance Certificate has been delivered to the Administrative Agent under Section 5.2(a), in each case for the first fiscal quarter end occurring after the Closing Date);

(iv)[reserved];

(v)the Borrower and any of its Subsidiaries may distribute to Intermediate Holdco the Capital Stock issued by a Project Subsidiary to the extent such distribution constitutes an Asset Disposition made in accordance with Section 7.4(ii); and

(vi)the Borrower and any of its Subsidiaries may distribute funds in the amount of the Net Cash Proceeds received with respect to any Borrowing Base Project to the extent that (A) one or more Asset Dispositions permitted hereby or Material Casualty Events has occurred with respect to such Borrowing Base Project and the aggregate Net Cash Proceeds thereof received by such applicable Restricted Party exceed the aggregate amounts required to be paid as mandatory prepayments or reinvested under Section 2.6(e) and Section 2.6(f), (B) no Event of Default has occurred and is continuing and (C) the applicable amounts have been applied pursuant to Section 7.4(ii).


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(b)The Borrower will not, and will not permit or cause any of its Subsidiaries to, make (or give any notice in respect of) any payment or prepayment of principal on, or interest, fees or premium (if any) with respect to, any Subordinated Indebtedness, or directly or indirectly make any redemption (including pursuant to any change of control or asset disposition provision), retirement, defeasance or other acquisition for value of any of the any Subordinated Indebtedness, or make any deposit or otherwise set aside funds for any of the foregoing purposes.

1.7Transactions with Affiliates. The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction (including any purchase, sale, lease or exchange of property or the rendering of any service) with any officer, director, stockholder or other Affiliate of the Parent or any of its Subsidiaries (other than any transactions between (x) Restricted Parties that are Credit Parties or (y) Restricted Parties that are not Credit Parties), except in the ordinary course of its business and upon fair and reasonable terms that are no less favorable to it than it would be obtained in a comparable arm’s length transaction with a Person other than an Affiliate of the Parent or any of its Subsidiaries; provided, however, that nothing contained in this Section 7.7 shall prohibit (i) transactions described on Schedule 7.7 (and any renewals or replacements thereof on terms not materially more disadvantageous to the applicable Credit Party) or otherwise expressly permitted under this Agreement, (ii) the making by any Restricted Party of any rental or other payments or distributions to any Tax Credit Party pursuant to or in accordance with any organizational documents or other Project Documents executed to utilize, monetize or maintain any Tax Credit, or (iii) the payment of a management fee to the Parent or one of its Affiliates during any month in an amount not to exceed 0.25% of the daily average gross consolidated assets of the Borrower and its Subsidiaries during the immediately preceding month, so long as both immediately before and after giving effect to any such payment (A) no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) the Borrower is in compliance with the financial covenants contained in Article VI, such compliance determined with regard to calculations made on a Pro Forma Basis for the Reference Period most recently ended for which financial statements have been delivered to the Administrative Agent under this Agreement, calculated in accordance with GAAP as if such payment had been made on the last day of such Reference Period. Without limiting the foregoing, the Borrower will not, and will not permit or cause any of its Subsidiaries to, pay any management, consulting, transaction or similar fees to any the Parent, any of its Subsidiaries or any of their respective Affiliates (other than the Restricted Parties) except as expressly permitted by clause (iii) above.

1.8Lines of Business. The Borrower will not, and will not permit or cause any of its Subsidiaries to, engage in any lines of business other than (i) the businesses engaged in by the Borrower and its Subsidiaries on the Closing Date and businesses and activities reasonably related thereto, and (ii) subject to Section 7.5, any line of business permitted under such Person’s investment mandate as set forth in any applicable Form 10-K or prospectus.

1.9Sale-Leaseback Transactions. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an operating lease or a Capital Lease, of any property (whether real, personal or mixed, and whether now owned or hereafter acquired) (i) that any Restricted Party has sold or transferred (or is to sell or transfer) to a Person that is not a Restricted Party or (ii) that any Restricted Party intends to use for substantially the same purpose as any other property that, in connection with such lease, has been sold or transferred (or is to be sold or transferred) by a Restricted Party to another Person that is not a Restricted Party, in each case except for transactions otherwise expressly permitted under this Agreement.


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1.10Certain Payments and Amendments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, (i) make any prepayment or other payment on or in respect of any Subordinated Indebtedness except for payments expressly permitted by the subordination agreement or other subordination provisions applicable thereto, or (ii) amend, modify or waive (A) any provision of any Subordinated Indebtedness, (B) any provision of its articles or certificate of incorporation or formation, bylaws, operating agreement or other applicable formation or organizational documents, as applicable, the terms of any class or series of its Capital Stock, or any agreement among the holders of its Capital Stock or any of them, in each case other than in a manner that could not reasonably be expected to adversely affect the Lenders in any material respect, or (C) any Project Document without the Administrative Agent’s written consent (provided that the Borrower shall give the Administrative Agent and the Lenders notice of any such amendment, modification or change, together with certified copies thereof).

1.11Limitation on Certain Restrictions. The Credit Parties will not, and the Borrower will not permit or cause any of the Borrower’s Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction or encumbrance on (a) the ability of the Credit Parties to perform and comply with their respective obligations under the Credit Documents or (b) the ability of any Subsidiary of the Borrower to make any dividend payment or other distribution in respect of its Capital Stock, to repay Indebtedness owed to the Borrower or any other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its assets or properties to the Borrower or any other Subsidiary, except (in the case of clause (b) above only) for such restrictions or encumbrances existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law (other than the charter, constitution, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person), (iii) customary non- assignment provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the assignment or transfer thereof or of property that is the subject thereof, (iv) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale (provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement) and (v) the terms of the Project Documents applicable to any Borrowing Base Project.

1.12No Other Negative Pledges. Intermediate Holdco and the Borrower will not, and the Borrower will not permit or cause any of the Borrower’s Subsidiaries to, enter into or suffer to exist any agreement or restriction that, directly or indirectly, prohibits or conditions the creation, incurrence or assumption of any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, or agree to do any of the foregoing, except for such agreements or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law (other than the charter, constitution, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person), (iii) any agreement or instrument creating a Permitted Lien (but only to the extent such agreement or restriction applies to the assets subject to such Permitted Lien), (iv) customary provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the granting of Liens therein or in property that is the subject thereof, (v) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Capital Stock of a Subsidiary) pending such sale; provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement, and (vi) the terms of the Project Documents applicable to any Borrowing Base Project.

1.13Ownership of Subsidiaries. The Borrower will not, and will not permit or cause any of its Subsidiaries to, have any Subsidiaries other than Subsidiaries that are Controlled by the Borrower.


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1.14Fiscal Year. Each of the Parent and the Borrower will not, and will not permit or cause any of its Subsidiaries to, change its fiscal year or its method of determining fiscal quarters.

1.15Accounting Changes. Other than as permitted pursuant to Section 1.2, each of the Parent and the Borrower will not, and will not permit or cause any of its Subsidiaries to, make or permit any material change in its accounting policies or reporting practices, except as may be required by GAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization).

1.16Sanctions. Each of the Parent and the Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).

Article VIII

EVENTS OF DEFAULT

1.1Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”:

(a)The Borrower or any other Credit Party shall fail to (i) pay when due any principal of any Loan or L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) pay when due any interest on any Loan or on any L/C Obligation, any fee payable under this Agreement or any other Credit Document, or (except as provided in clause (i) above) any other Obligation (other than any Obligation under a Rate Management Agreement or Cash Management Agreement), and (in the case of this clause (ii) only) such failure shall continue for a period of three Business Days;

(b)The Borrower or any other Credit Party shall (i) fail to observe, perform or comply with any condition, covenant or agreement contained in any of Section 2.12, 5.1, 5.2(a), 5.2(b), 5.2(c), 5.2(f)(i), 5.6, 5.8, 5.9 or 5.10 or in Article VI or VII or (ii) fail to observe, perform or comply with any condition, covenant or agreement contained in Section 5.2 (other than Sections 5.2(a), 5.2(b), 5.2(c) and 5.2(f)(i)) and (in the case of this clause (ii) only) such failure shall continue unremedied for a period of five days after the earlier of (y) the date on which a Responsible Officer of the Borrower acquires knowledge thereof and (z) the date on which written notice thereof is delivered by the Administrative Agent or any Lender to the Borrower;

(c)The Borrower or any other Credit Party shall fail to observe, perform or comply with any condition, covenant or agreement contained in this Agreement or any of the other Credit Documents other than those enumerated in Sections 8.1(a) and 8.1(b), and such failure (i) by the express terms of such Credit Document, constitutes an Event of Default, or (ii) shall continue unremedied for any grace period specifically applicable thereto or, if no grace period is specifically applicable, for a period of 30 days after the earlier of (y) the date on which a Responsible Officer of the Borrower acquires knowledge thereof and (z) the date on which written notice thereof is delivered by the Administrative Agent or any Lender to the Borrower; or any default or event of default shall occur under any Rate Management Agreement to which any Credit Party and any Rate Management Party are parties or any Cash Management Agreement to which any Credit Party and any Cash Management Bank are parties;


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(d)Any representation or warranty made or deemed made by or on behalf of the Borrower or any other Credit Party in this Agreement, any of the other Credit Documents or in any certificate, instrument, report or other document furnished at any time in connection herewith or therewith shall prove to have been incorrect, false or misleading in any material respect as of the time made, deemed made or furnished;

(e)Subject to and after giving effect to any applicable grace or cure periods or notice provisions, the Borrower or any other Credit Party shall (i) fail to pay when due (whether by scheduled maturity, acceleration or otherwise) (y) any principal of or interest on any Material Indebtedness (other than the Indebtedness incurred pursuant to this Agreement or a Rate Management Agreement) or (z) any termination or other payment under any Rate Management Agreement covering a notional amount of Indebtedness of at least $1,000,000 or (ii) fail to observe, perform or comply with any condition, covenant or agreement contained in any agreement or instrument evidencing or relating to any such Indebtedness, or any other event shall occur or condition exist in respect thereof, and the effect of such failure, event or condition is to cause, or permit the holder or holders of such Indebtedness (or a trustee or agent on its or their behalf) to cause (with or without the giving of notice, lapse of time, or both), without regard to any subordination terms with respect thereto, such Indebtedness to become due, or to be prepaid, redeemed, purchased or defeased, in full prior to its stated maturity;

(f)The Borrower or any other Credit Party shall (i) file a voluntary petition or commence a voluntary case seeking liquidation, winding-up, reorganization, dissolution, arrangement, readjustment of debts, composition or any other relief under any Debtor Relief Law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any petition or case of the type described in Section 8.1(g), (iii) apply for or consent to the appointment of or taking possession by a custodian, trustee, receiver, conservator or similar official for or of itself or all or a substantial part of its properties or assets, (iv) fail generally, or admit in writing its inability, to pay its debts generally as they become due, (v) make a general assignment for the benefit of creditors or (vi) take any corporate action to authorize or approve any of the foregoing;

(g)Any involuntary petition or case shall be filed or commenced against the Borrower or any other Credit Party seeking liquidation, winding-up, reorganization, dissolution, arrangement, readjustment of debts, the appointment of a custodian, trustee, receiver, conservator or similar official for it or all or a substantial part of its properties or any other relief under any Debtor Relief Law, and such petition or case shall continue undismissed and unstayed for a period of 90 days; or an order, judgment or decree approving or ordering any of the foregoing shall be entered in any such proceeding;

(h)Any one or more money judgments, writs or warrants of attachment, executions or similar processes involving an aggregate amount (to the extent not paid or fully bonded or covered by insurance as to which the surety or insurer, as the case may be, has the financial ability to perform and has acknowledged liability in writing) in excess of $1,000,000 shall be entered or filed against any Restricted Party or any of their respective properties and the same shall not be paid, dismissed, bonded, vacated, stayed or discharged within a period of 30 days or in any event later than five days prior to the date of any proposed sale of such property thereunder;

(i)Any Security Document to which the Borrower or any other Credit Party is now or hereafter a party shall for any reason cease to be in full force and effect or cease to be effective to give the Administrative Agent a valid and perfected security interest in and Lien upon the Collateral purported to be covered thereby, subject to no Liens other than Permitted Liens, in each case unless any such cessation occurs in accordance with the terms thereof or is due to any act or failure to act on the part of the Administrative Agent or any Lender, or the


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Borrower or any other Credit Party shall assert any of the foregoing; or the Guaranty shall for any reason cease to be in full force and effect as to any Guarantor, or any Guarantor or any Person duly authorized to act on its behalf shall deny or disaffirm such Guarantor’s obligations thereunder;

(j)Any ERISA Event or any other event or condition shall occur or exist with respect to any Plan or Multiemployer Plan that, when taken together with all other ERISA Events and other events or conditions that have occurred or are then existing, has or could reasonably be expected to have a Material Adverse Effect;

(k)Any one or more licenses, permits, accreditations or authorizations of any Restricted Party shall be suspended, limited or terminated or shall not be renewed, or any other action shall be taken, by any Governmental Authority in response to any alleged failure by any Restricted Party to be in compliance with applicable Requirements of Law, and such action, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect;

(l)Any one or more Environmental Claims shall have been asserted against any Restricted Party (or a reasonable basis shall exist therefor) or any Restricted Party shall have incurred or could reasonably be expected to incur liability, interruption of operations or other adverse effects as a result thereof; and such Environmental Claims, liability or other effect, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect;

(m)There shall occur (i) any uninsured damage to, or loss, theft or destruction of, any Collateral or other assets or properties of the Restricted Parties having an aggregate fair market value in excess of $2,500,000 or any Borrowing Base Project having an aggregate fair market value in excess of $2,500,000 or (ii) any labor dispute, act of God or other casualty that has or could reasonably be expected to have a Material Adverse Effect; or

(n)Any material default (after giving effect to any applicable grace or cure period or notice provisions) occurs under any Material Contract; or

(o)Any Change of Control shall occur.

1.2Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times:

(a)Declare the Commitments and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Commitments and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically be terminated without further act of the Administrative Agent or any Lender;

(b)Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Rate Management Agreement or Cash Management Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding


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principal amount of the Loans and all other amounts described in this Section 8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind or any further act of the Administrative Agent or any Lender, all of which are hereby knowingly and expressly waived by the Borrower;

(c)require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 105% of the aggregate outstanding amount thereof); provided that, upon the occurrence of a Bankruptcy Event, the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective without further act of the Administrative Agent, the L/C Issuer or any Lender;

(d)Appoint or direct the appointment of a receiver for the properties and assets of the Restricted Parties, both to operate and to sell such properties and assets, and the Borrower, for itself and on behalf of its Subsidiaries, hereby consents to such right and such appointment and hereby waives any objection the Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and

(e)Exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under this Agreement, the other Credit Documents and applicable law.

1.3Remedies: Setoff. Upon and at any time after the occurrence and during the continuance of any Event of Default, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, the L/C Issuer or any such Affiliate, to or for the credit or the account of the Borrower or any other Credit Party against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower or such Credit Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section 8.3 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

1.4Equity Cure. Notwithstanding anything to the contrary contained in Section 6.1, for purposes of determining whether an Event of Default has occurred under the financial covenant set forth in Section 6.1 for any fiscal quarter, any Capital Contribution made to, and


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actually received by, the Borrower after the last day of such fiscal quarter and on or prior to the day on which financial statements are required to be delivered hereunder for such fiscal quarter will, at the request of the Borrower (delivered to the Administrative Agent in the form of a Notice of Intent to Cure prior to the day on which financial statements are required to be delivered hereunder for such fiscal quarter), be included in the calculation of Operating Cash Available for Debt Service solely for the purposes of determining compliance with the financial covenant set forth in Section 6.1 at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution, a “Specified Capital Contribution”); provided that (i) no more than two Specified Capital Contributions may be made during any fiscal year and no more than four Specified Capital Contributions may be made during the term of this Agreement, (ii) Specified Capital Contributions may not be made in consecutive fiscal quarters, (iii) the amount of any Specified Capital Contribution shall not exceed the lesser of (A) the amount required to cause the Restricted Parties to be in compliance with such financial covenant for such fiscal quarter and (B) 10% of Operating Cash Available for Debt Service (without giving effect to such Specified Capital Contribution) for the Reference Period to which such Specified Capital Contribution relates, (iv) all Specified Capital Contributions will be disregarded for all other purposes under this Agreement (including, for the avoidance of doubt, any other calculation of the Debt Service Coverage Ratio hereunder) and the Credit Documents and shall not be deemed to have decreased Indebtedness for any period in which such contribution increased Operating Cash Available for Debt Service, (v) the Net Cash Proceeds of each Specified Capital Contribution shall be applied to prepay the principal balance of the Loans and (vi) upon the Administrative Agent’s receipt of a written notice from the Borrower that it intends to exercise the cure right set forth in this Section 8.4 (a “Notice of Intent to Cure”) (which Notice of Intent to Cure shall be irrevocable and must be delivered to the Administrative Agent after the last day of the fiscal quarter in respect of which such cure right is to be exercised and on or prior to the day on which financial statements are required to be delivered hereunder for such fiscal quarter), until the day on which the financial statements have been or are required to be delivered hereunder for the fiscal quarter to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Obligations and none of the Administrative Agent nor any Lender shall exercise any right to foreclose on or take possession of any Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 8.1(b) as a result of a breach of the financial covenant set forth in Section 6.1 (provided that an Event of Default shall be deemed to have occurred during such period for all other purposes of this Agreement, including Section 3.2 hereof, and the other Credit Documents unless and until cured in accordance with this Section).

Article IX

THE ADMINISTRATIVE AGENT

1.1Appointment and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Fifth Third to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as set forth in Section 9.6, the provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Credit Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” (or any other similar term) herein or in any other Credit Document with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The Administrative Agent shall also act as the “collateral agent” under the Credit Documents, and each of the


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Lenders (including in its capacities as a potential Rate Management Party and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.1(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto.

1.2Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.

1.3Exculpatory Provisions.

(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties:

(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii)shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


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(b)Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and 8.2), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent in writing by the Borrower or a Lender.

(c)Neither the Administrative Agent nor any of its Related Parties shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

1.4Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objections.

1.5Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The


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Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

1.6Resignation of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above. Regardless of whether a successor has been appointed or has accepted such appointment, such resignation shall become effective in accordance with such note on the Resignation Effective Date.

(b)With effect from the Resignation Effective Date, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for in Section 9.6(a). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article IX and Section 10.1 shall continue in effect for the benefit of such retiring Administrative Agent, its sub- agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Credit Documents, including, without limitation, (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and L/C Issuer and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

(c)Any resignation by Fifth Third as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If Fifth Third resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Loans or fund risk participations pursuant to Section 2.21. Upon the appointment by the Borrower of a


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successor L/C Issuer hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Fifth Third to effectively assume the obligations of Fifth Third with respect to such Letters of Credit.

1.7Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

1.8No Other Duties, Etc. Anything herein to the contrary notwithstanding, no Bookrunner, Arranger, Syndication Agent, Documentation Agent or other agent or title listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

1.9Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents, sub-agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.9, 2.21 and 10.1) allowed in such judicial proceeding and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents, sub-agents and counsel, and any other amounts due the Administrative Agent under Section 2.9 or 10.1.

The Lenders and the L/C Issuer hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections


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363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Credit Party is subject, and (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the holders thereof shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (f) of Section 10.5 of this Agreement, (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Capital Stock and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Lender or other holder of the Obligations or acquisition vehicle to take any further action (which assignment shall not be subject to the requirements for and limitations on assignments in Section 10.6, notwithstanding anything in Section 10.6 to the contrary), and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Lender or other holder of the Obligations or any acquisition vehicle to take any further action.

1.10Collateral and Guaranty Matters.

(a)The Administrative Agent is hereby authorized on behalf of the Lenders and the L/C Issuer, without the necessity of any notice to or further consent from the Lenders, the L/C Issuer or any other holder of the Obligations, from time to time (but without any obligation) to take any action with respect to the Collateral and the Security Documents that may be deemed by the Administrative Agent in its discretion to be necessary or advisable to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders, the L/C Issuer or any other holder of the Obligations for any failure to monitor or maintain any portion of the Collateral.

(b)Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Rate Management Party) hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Credit Document (A) upon termination of the Commitments and payment in full of all of the Obligations (other than (x) contingent


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indemnification obligations and (y) Obligations owing to any Rate Management Party or Cash Management Bank under or in connection with any Rate Management Agreement or Cash Management Agreement), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Credit Documents or (C) subject to Section 10.5, if approved, authorized or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 7.3(vi); and (iii) to release any Guarantor from its obligations under the Credit Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Credit Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Credit Documents, pursuant to this Section 9.10(b).

1.11Rate Management Agreements and Cash Management Agreements. Except as otherwise expressly set forth herein, no Rate Management Party or Cash Management Bank that obtains the benefit of the provisions of Section 2.10(e), the Guaranty or any Collateral by virtue of the provisions hereof or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Credit Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Security Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Credit Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any Cash Management Agreements and Rate Management Agreements except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Rate Management Party (other than the Administrative Agent or any Affiliate thereof), as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Cash Management Agreements and Rate Management Agreements in the case of the termination of the Commitments and payment of the Obligations in full (other than contingent indemnification obligations and Obligations arising under Cash Management Agreements and Rate Management Agreements).

1.12Lender Representations. Each Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower or any other Credit Party, that (i) such Lender is not and will not be (a) an employee benefit plan subject to Title I of ERISA, or (b) a plan or account subject to Section 4975 of the Internal Revenue Code, (ii) the assets of such Lender do not constitute “plan assets” within the meaning of Section 3(42) of ERISA, or (iii) such Lender is not a “governmental plan” within the meaning of Section 3(32) of ERISA.

Article X

MISCELLANEOUS

1.1Expenses; Indemnity; Damage Waiver.

(a)The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and


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disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent, any Lender or the L/C Issuer as a result of conduct of any Company Party or Restricted Party that violates a sanction enforced by OFAC.

(b)The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Credit Documents (including in respect of any matters addressed in Section 2.15), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by any Credit Party or any of its Subsidiaries, or any Environmental Claim related in any way to any Credit Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 10.1(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages or related liabilities or expenses arising from any non-Tax claim.

(c)To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.1(a) or 10.1(b) to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each


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Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s proportion (based on the percentages as used in determining the Required Lenders as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), against the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this Section 10.1(c) are subject to the provisions of Section 2.3(c).

(d)To the fullest extent permitted by applicable law, the Parent, the Borrower, each other Credit Party and each Related Party of any of the foregoing Persons shall not assert, and each hereby waives, any claim against the Parent, the Borrower, each other Credit Party and each Related Party or any Indemnitee, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in Section 10.1(b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems (including the Platform, Intralinks, SyndTrak or similar systems) in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

(e)All amounts due under this Section 10.1 shall be payable by the Borrower upon five Business Days after demand therefor.

(f)The agreements in this Section and the indemnity provisions of Section 10.4(e) shall survive the resignation of the Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

1.2Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process.

(a)This Agreement and the other Credit Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Credit Document (except, as to any other Credit Document, as expressly set forth therein) shall be governed by, and construed in accordance with, the law of the State of New York.

(b)The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender or any Related Party of any of the foregoing in any way relating to this Agreement or any other Credit Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other


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manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction.

(c)The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in Section 10.2(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.4. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

1.3Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

1.4Notices; Effectiveness; Electronic Communication.

(a)Except in the cases of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.4(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or e-mail transmission as follows:

(i)if to the Borrower or any other Credit Party, the Administrative Agent or the L/C Issuer, to it at the address, facsimile number or e-mail address specified for such Person on Schedule 1.1(a); and

(ii)if to any Lender, to it at its address, facsimile number or e-mail address set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in Section 10.4(b), shall be effective as provided in Section 10.4(b).


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(b)Notices and other communications to the Administrative Agent, the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication including e- mail or by posting such notices or communications on internet or intranet websites such as SyndTrak or a substantially similar electronic transmission system (the “Platform”) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communication pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or other communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c)THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” The Agent Parties do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications effected thereby. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with any such communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Credit Party, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise), arising out of any Credit Party’s or the Administrative Agent’s transmission of any notices or communications through the Platform, any other electronic platform or electronic messaging service, or through the Internet, other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Agent Party as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(d)Any party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to the other parties hereto (except that each Lender need not give notice of any such change to the other Lenders in their capacities as such). In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, fax number and e-mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e)The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Notices of Borrowing and Applications) purportedly given by or on behalf of any Credit Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Credit Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person


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on each notice purportedly given by or on behalf of a Credit Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

1.5Amendments, Waivers, etc. No amendment, modification, waiver or discharge or termination of, or consent to any departure by any Credit Party from, any provision of this Agreement or any other Credit Document shall be effective unless in a writing signed by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders), and then the same shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent shall:

(a)unless agreed to in writing by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Loan or funded Letter of Credit participation, reduce the rate of or forgive any interest thereon (provided that (y) only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates and (z) an amendment to implement a replacement index rate and related changes may be entered into in accordance with the terms of Section 2.23), or reduce or forgive any fees hereunder (other than fees payable to the Administrative Agent or the Arranger for its own account), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Loan or funded Letter of Credit participation (including any scheduled date for the mandatory reduction or termination of any Commitments, but excluding any mandatory prepayment of the Loans pursuant to Section 2.6(d) or 2.6(e) or reduction or termination of the Commitments in connection therewith), or extend the time of payment of any fees hereunder (other than fees payable to the Administrative Agent or the Arranger for its own account), or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.2 or of any Default or Event of Default or mandatory reduction in the Commitments, if agreed to by the Required Lenders or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase), or (iv) reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Administrative Agent to take, any action hereunder or under any other Credit Document (including as set forth in the definition of “Required Lenders”);

(b)unless agreed to in writing by all of the Lenders, (i) release all or substantially all of the Collateral (except as may be otherwise specifically provided in this Agreement or in any other Credit Document), (ii) release any Guarantor from its obligations under the Guaranty (other than (A) as may be otherwise specifically provided in this Agreement or in any other Credit Document or (B) in connection with the sale or other disposition of all of the Capital Stock of such Guarantor in a transaction expressly permitted under or pursuant to this Agreement), (iii) change any other provision of this Agreement or any of the other Credit Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, (iv) change or waive any provision of Section 2.13, any other provision of this Agreement or any other Credit Document requiring pro rata treatment of any Lenders in a manner that would alter the pro rata treatment required thereby, or (vi) amend this Section 10.5;

(c)[reserved];

(d)[reserved];

(e)unless agreed to in writing by the L/C Issuer or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such action, affect the


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respective rights or obligations of the L/C Issuer or the Administrative Agent, as applicable, hereunder or under any of the other Credit Documents; and

(f)unless agreed to in writing by each Rate Management Party and Cash Management Bank that would be adversely affected thereby in its capacity as such relative to the Lenders, (i) amend the definition of “Secured Obligations” in any Security Document or the definition of “Guaranteed Obligations” in the Guaranty (or any similar defined term in any other Credit Document benefiting such Rate Management Party), (ii) amend the definition of “Secured Parties” in any Security Document or “Guaranteed Parties” in the Guaranty (or any similar defined term in any other Credit Document benefiting such Rate Management Party), or (iii) amend any provision regarding priority of payments in this Agreement or any other Credit Document;

and provided further that (i) if any amendment, modification, waiver or consent would adversely affect the holders of Loans of a particular Class (the “Affected Class”) relative to holders of Loans of another Class (including by way of reducing the relative proportion of any payments, prepayments or Commitment reductions to be applied for the benefit of holders of Loans of the Affected Class under Section 2.6(d) or 2.6(e)), then such amendment, modification, waiver or consent shall require the written consent of Lenders holding at least a majority of the aggregate outstanding principal amount of all Loans (and unutilized Commitments, if any) of the Affected Class, (ii) the Fee Letter may be amended or modified, and any rights thereunder waived, in a writing signed only by the parties thereto, (iii) any Incremental Amendment need be executed only by the Borrower, the other Credit Parties, the Administrative Agent and each Person that agrees to provide an Incremental Commitment with respect to the Incremental Increase implemented thereby.

Notwithstanding the fact that the consent of all Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) no Commitment or Loan of any Defaulting Lender may be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender and (ii) if the Administrative Agent and the Borrower shall have jointly identified (each in its sole discretion) an obvious error or omission of a technical or immaterial nature, or any ambiguity, mistake, defect or inconsistency, in each case, in any provision of the Credit Documents, then the Administrative Agent and the applicable Loan Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required Lenders within five Business Days following the posting of such amendment to the Lenders.

Notwithstanding anything to the contrary in this Agreement or any other Credit Document, (a) any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender, (b) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party


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to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement, and (c) the Administrative Agent may amend or modify this Agreement and any other Credit Document to grant a new Lien for the benefit of the holders of the Obligations, extend an existing Lien over additional property for the benefit of the holders of the Obligations or join additional Persons as Credit Parties.

1.6Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Credit Document without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.6(b), (ii) by way of participation in accordance with the provisions of Section 10.6(e) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.6(e) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans (including for purposes of this Section 10.6(b), participations in Letters of Credit) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned, or (B) in any case not described in clause (A) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than (x) $5,000,000, in the case of any assignment in respect of an unexpired Commitment (which for this purpose includes Committed Loans outstanding) or (y) $1,000,000, in the case of any assignment in respect of the Converted Term Loan, in any case, treating contemporaneous assignments related Approved Funds under common management as one assignment for purposes of the minimum amounts, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

(ii)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this Section 10.6(b)(ii) shall


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not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes of Loans and/or Commitments on a non-pro rata basis;

(iii)no consent shall be required for any assignment except to the extent required by clause (B) of Section 10.6(b)(i) and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C)the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment or participation in any L/C Obligation;

(iv)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided that in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no such fee shall be required;

(v)no such assignment shall be made to (A) the Parent, the Borrower or any of their respective Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or Subsidiary thereof; and

(vi)no such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.6(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.14(a), 2.14(b), 2.15, 2.16 and 10.1 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. If requested by or on behalf of the assignee, the Borrower, at its own expense, will execute and deliver to the Administrative Agent a new Note to the order of the assignee (and, if the assigning Lender has retained any portion of its rights and obligations hereunder, to the order of the assigning Lender).


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Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.6(e).

(c)In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(d)The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain at its address for notices referred to in Schedule 1.1(a) a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Credit Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register.

(e)Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans (including such Lender’s participations in Letters of Credit) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the


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Participant, agree to any amendment, waiver or other modification described in Section 10.5(a) and clause (i) of Section 10.5(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14(a), 2.14(b), 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b); provided that such Participant (A) agrees to be subject to the provisions of Section 2.17 as if it were an assignee under Section 10.6(b) and (B) shall not be entitled to receive any greater payment under Section 2.14 or 2.15, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.17 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.3 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13(b) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other Obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)Notwithstanding anything to the contrary contained herein, if at any time Fifth Third assigns all of its Commitment and Loans pursuant to Section 10.6(b), Fifth Third may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Fifth Third as L/C Issuer. If Fifth Third resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Loans or fund risk participations therein pursuant to Section 2.21). Upon the appointment of a successor L/C Issuer, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or and (ii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Fifth Third to effectively assume the obligations of Fifth Third with respect to such Letters of Credit.

(h)The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of


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records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, New York State Electronic Signatures and Records Act, or any state laws based on the Uniform Electronic Transactions Act.

(i)Any Lender or participant may, in connection with any assignment, participation, pledge or proposed assignment, participation or pledge pursuant to this Section 10.6, disclose to the assignee, Participant or pledgee or proposed assignee, Participant or pledgee any information relating to the Company Parties furnished to it by or on behalf of any other party hereto; provided that such assignee, Participant or pledgee or proposed assignee, Participant or pledgee agrees in writing to keep such information confidential to the same extent required of the Lenders under Section 10.11 (which may be pursuant to customary “click-through” or other customary assignment or syndication processes via the Platform or otherwise).

1.7No Waiver; Enforcement. The rights and remedies of the Administrative Agent, the L/C Issuer and the Lenders expressly set forth in this Agreement and the other Credit Documents are cumulative and in addition to, and not exclusive of, all other rights and remedies available at law, in equity or otherwise. No failure or delay on the part of the Administrative Agent, the L/C Issuer or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or be construed to be a waiver of any Default or Event of Default. No course of dealing between any Credit Party, the Administrative Agent, the L/C Issuer or the Lenders or their agents or employees shall be effective to amend, modify or discharge any provision of this Agreement or any other Credit Document or to constitute a waiver of any Default or Event of Default. No notice to or demand upon any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of the Administrative Agent, the L/C Issuer or any Lender to exercise any right or remedy or take any other or further action in any circumstances without notice or demand.

Notwithstanding anything to the contrary contained herein or in any other Credit Document, the authority to enforce rights and remedies hereunder and under the other Credit Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.2 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Credit Documents, (b) the L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Credit Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.3 (subject to the terms of Section 2.13(b)), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Credit Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13(b), any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

1.8Survival. All covenants, agreements, representations and warranties made by or on behalf of the Borrower or any other Company Party in this Agreement and in the other Credit Documents and in the certificates or other instruments delivered in connection with or pursuant


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to this Agreement or any other Credit Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans or L/C Credit Extensions, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the L/C Issuer or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan, any L/C Obligation or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. In addition, notwithstanding anything herein or under applicable law to the contrary, the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of costs and expenses, including the provisions of Sections 2.14(a), 2.14(b), 2.15, 2.16 and 10.1, shall survive the payment in full of all Loans and L/C Obligations, the termination of the Commitments and all Letters of Credit, and any termination of this Agreement or any of the other Credit Documents.

1.9Severability. To the extent any provision of this Agreement or any other Credit Document is prohibited by or invalid, illegal or unenforceable under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition, invalidity, illegality or unenforceability and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction. Without limiting the foregoing provisions of this Section 10.9, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the L/C Issuer, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

1.10Construction. The headings of the various articles, sections and subsections of this Agreement and the table of contents have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. Except as otherwise expressly provided herein and in the other Credit Documents, in the event of any inconsistency or conflict between any provision of this Agreement and any provision of any of the other Credit Documents, the provision of this Agreement shall control. Any Rate Management Agreement between the Borrower and any Rate Management Party is an independent agreement governed by the writing provisions of such Rate Management Agreement, which shall remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms applicable to the Loans under this Agreement, except as otherwise expressly provided in such Rate Management Agreement, and any payoff statement from the Administrative Agent relating to this Agreement shall not apply to such Rate Management Agreement except as expressly provided therein. Any Cash Management Agreement between the Borrower and any Cash Management Bank is an independent agreement governed by the written provisions of such Cash Management Agreement, which shall remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms applicable to the Loans under this Agreement, except as otherwise expressly provided in such Cash Management Agreement, and any payoff statement from the Administrative Agent relating to this Agreement shall not apply to such Cash Management Agreement except as expressly provided therein.

1.11Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties


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(including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any Rate Management Agreement or any Cash Management Agreement or any action or proceeding relating to this Agreement or any other Credit Document or any Rate Management Agreement or any Cash Management Agreement or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 10.11 (including pursuant to any customary “click-through” or other customary assignment or syndication processes of the Administrative Agent or the Lender via the Platform or otherwise), to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in connection with the Borrower or its Subsidiaries or the facilities created hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance monitoring of CUSIP numbers with respect to the facilities created hereunder; (h) with the consent of the Borrower; or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.11 or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

For purposes of this Section 10.11, “Information” means all information received from the Company Parties relating to any Company Party or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Company Party; provided that, in the case of information received from any Company Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

1.12Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 3.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Credit Document by facsimile or in electronic format (e.g., “pdf” or “tif” file format) shall be effective as delivery of a manually executed counterpart of such signature page.

1.13Disclosure of Information. The Borrower agrees and consents to the Administrative Agent’s and the Arranger’s disclosure of information relating to this transaction to Gold Sheets and other similar bank trade publications. Such information will consist of deal terms and other information customarily found in such publications.

1.14USA Patriot Act Notice. Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and the other Credit Parties that pursuant to the requirements of the PATRIOT Act, it is required


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to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Credit Party in accordance with the PATRIOT Act. The Borrower and the other Credit Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation and information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

1.15Termination of Obligations of the Parent or Intermediate Holdco. Notwithstanding any other provisions of this Agreement or any Credit Document, provided that no Event of Default has occurred and is continuing, all obligations of the non-surviving Person in the Parent Roll Up shall automatically terminate and such non-surviving Person shall be released from its obligations under the Guaranty on the date of the Parent Roll Up. From and after such date, (i) the non- surviving Person in any Parent Roll Up shall have no further obligations as Guarantor, Credit Party, Company Party or the Parent or Intermediate Holdco, as the case may be, under this Agreement or any Credit Document, (ii) the Surviving Parent shall be obligated as a Guarantor and shall have granted to the Administrative Agent, for the benefit of the Lenders, a lien on and security interest in 100% of the outstanding Capital Stock of the Borrower and (iii) each reference herein or in any other Credit Document to the “Parent” or “Intermediate Holdco” shall be a reference to the Surviving Parent.

1.16Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other C Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

1.17Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Credit Documents, in each case, by any Specified Guarantor becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified Guarantor from time to time to honor all of its obligations under the Credit Documents


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in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Credit Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Guarantor for all purposes of the Commodity Exchange Act.

1.18Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Commitment of each Lender as of the date hereof is equal the amount set forth opposite such Lender’s name as its Commitment on Schedule 1.1(a); (b) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement, (c) the Security Documents and the Liens created thereunder in favor of Fifth Third Bank, National Association as Administrative Agent and securing the Obligations (as defined in the Existing Credit Agreement), shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed, (d) all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and (e) all references in the other Credit Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.5 of the Existing Credit Agreement and is not executed in novation of the Existing Credit Agreement. For the avoidance of doubt, it is acknowledged and agreed that $73,248,006.77 of Loans are outstanding as of the date hereof immediately before giving effect to this Agreement (“Existing Loans”).


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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

GREC ENTITY HOLDCO LLC

By: /s/ Richard C. Butt

Name: Richard C. Butt

Title: Chief Financial Officer

GREENBACKER RENEWABLE ENERGY CORPORATION

By: /s/ Richard C. Butt

Name: Richard C. Butt

Title: Chief Financial Officer

GREENBACKER RENEWABLE ENERGY COMPANY LLC

By: /s/ Richard C. Butt

Name: Richard C. Butt

Title: Chief Financial Officer

(signatures continued)

GREC ENTITY HOLDCO LLC
SECOND A&R CREDIT AGREEMENT

FIFTH THIRD BANK, NATIONAL

ASSOCIATION, as Administrative Agent and a Lender

By: /s/ Julia Vertreese

Name: Julia Vertreese

Title: Vice President

GREC ENTITY HOLDCO LLC
SECOND A&R CREDIT AGREEMENT

CITY NATIONAL BANK, as a Lender

By: /s/ Craig Rebb

Name: Craig Rebb

Title: Senior Vice President

GREC ENTITY HOLDCO LLC
SECOND A&R CREDIT AGREEMENT

UNTIED COMMUNITY BANK, as a Lender

By: /s/ Clayton Summers

Name: Clayton Summers

Title: Senior Vice President

GREC ENTITY HOLDCO LLC
SECOND A&R CREDIT AGREEMENT

NATIONAL COOPERATIVE BANK, N.A., as a Lender

By: /s/ Matthew Wright

Name: Matthew Wright

Title: Senior Vice President

GREC ENTITY HOLDCO LLC
SECOND A&R CREDIT AGREEMENT

Exhibit 21.1


Entity						Jurisdiction formed in
10 Finderne Avenue Solar, LLC						NJ
101 Carnegie Center Solar, LLC						DE
259 School Street Solar, LLC						NH
302 Carnegie Center Solar, LLC						DE
510 Carnegie Center Solar, LLC						DE
701 Carnegie Center Solar, LLC						DE
97WI 8ME, LLC						CA
AC Solar 1 Manager LLC						DE
AC Solar I, LLC						DE
Airport Solar I, LLC						DE
Alamosa Solar South CSG LLC						DE
Albany Solar, LLC						DE
Alden Solar CSG LLC						DE
Altamont Winds LLC						DE
Ameresco Danville Solar, LLC						DE
Amethyst Energy LLC						DE
Andover Weston A Solar LLC						VT
Annandale Solar, LLC						DE
Arista Drive Solar, LLC						NH
Arthur Kill Energy Storage 1, LLC						NY
Atwater Solar, LLC,						DE
Aurora Distributed Solar, LLC						DE
Aurora Solar Holdings, LLC						DE
Barnet 5 Solar LLC						VT
Bayside Solar LLC						DE
Beals Pond Solar 1, LLC						DE
Beta Solar LLC						DE
Bethel Wind Energy, LLC						IA
Black Cat Solar 1, LLC						DE
Bloomfield Solar, LLC						DE
Blue Prairie Solar, LLC						DE
Bogota Solar 1, LLC						NJ
Buffalo Climate Action, LLC						DE
Camden Dam Solar, LLC						NC
Canadian Northern Lights Corp.						ON
Capital Hill Solar LLC						DE
Celadon HoldCo LLC						DE
Celadon Manager LLC						DE
Central Solar LLC						DE
Charter Hill Solar, LLC						VT
Chebacco Road Solar LLC						DE
Cherry Valley Solar Project, LLC						DE
Chippewa Valley Solar 1, LLC						DE
Chisago Solar, LLC						DE
Citrine Solar LLC						DE
City Solar Garden, LLC						VT
Clark Solar, LLC						DE
CO Buffalo Flats, LLC						DE

Exhibit 21.1


Coles Neck Solar LLC						DE
Colorado CSG II LLC						DE
Colorado CSG LLC						DE
Conic Holdings LLC						DE
Conic Manager LLC						DE
Cortez Solar 1, LLC						DE
Cortez Solar 2, LLC						DE
Cortez Solar 3, LLC						DE
Creek Solar LLC						DE
CREST Solar 1, LLC						DE
CWS Wind Farm, LLC						DE
Danforth Shared Services LLC						DE
Day Hill Solar, LLC						OR
DCNHP4 Solar 1, LLC						DC
Deer Creek Solar 1, LLC						DE
Deer Creek Solar 2, LLC						DE
Dodge Center Distributed Solar, LLC						DE
Dogwood GB Manager, LLC						DE
Dogwood HoldCo, LLC						DE
Dunn Solar 1, LLC						DE
Dunn Solar 2, LLC						DE
Eagle Valley Clean Energy, LLC						UT
Earth Right Energy II, LLC						TN
East Greenwich Solar 1, LLC						DE
East to West Solar II LLC						DE
East to West Solar LLC						DE
Eastwood Solar, LLC						DE
ECA Brockton LLC						MA
ECA Finco I LLC						DE
ECA HoldCo I LLC						DE
ECA Main LLC						MA
ECA NEMA HOL LLC						MA
ECA NEMA WILM LLC						MA
ECA NEMA WOB LLC						MA
ECA Pledgeco I LLC						DE
ECA SEMA CAN LLC						MA
ECA SEMA LLC						MA
ECA SEMA WPS 10 LLC						MA
ECA SEMA WPS 15 LLC						MA
ECA SEMA WPS 19 LLC						MA
ECA SEMA WPS 23 LLC						MA
ECA SEMA WPS 24 LLC						MA
ECA SEMA WPS 3 LLC						MA
ECA SEMA WPS 4 LLC						MA
ECA South One LLC						MA
ECA South Two LLC						MA
El Dorado Solar, LLC						DE
Electric City Solar, LLC						DE
Elk Hawkeye Wind Holding LLC						DE
Elk Wind Energy LLC						IA

Exhibit 21.1


ER Alpine Street Solar, LLC						VT
ER Billings Road Solar, LLC						VT
ER Bison Solar LLC						VT
ER Bone Hill Solar, LLC						VT
ER Center Road Solar, LLC						VT
ER Dairy Farm Solar, LLC						VT
ER Lawrence Brook Solar, LLC						VT
ER Pleasant St. Solar, LLC						VT
ER Salvage Yard Solar, LLC						VT
ER Sand Hill Solar, LLC						VT
ER Shelburne Museum Solar, LLC						VT
ER South Street Solar, LLC						VT
ER Steamboat Solar, LLC						VT
ER Verulamium Solar, LLC						VT
ER Walker Hill Gravel Solar, LLC						VT
ESA Fleet Community Solar, LLC						FL
EVCE Holdco LLC						DE
Fairfield Wind Manager, LLC						MT
Fairfield Wind Owner, LLC						MT
Fall River Solar, LLC						UT
Fillinona Solar, LLC						DE
Floyd Road Solar Farm, LLC						NC
Foresight Solar LLC						DE
Fossil Gulch Wind Park, LLC						ID
Franklin Square Solar 1, LLC						NJ
Fredonia Solar, LLC						DE
Fresh Air Energy IV, LLC						CA
Fresh Air Energy VII, LLC						CO
Fresh Air Energy VIII, LLC						CO
GB EquipmentCo LLC						DE
GB Greenville HoldCo LLC						DE
GB IL Landco LLC						DE
GB LandCo LLC						DE
GB Laurel Holdco LLC						DE
GB Solar TE 2020 Holdings LLC						DE
GB Solar TE 2020 Manager LLC						DE
GB SWAPCo LLC						DE
GB Wind EquipmentCo LLC						DE
GB Wind Holdco LLC						DE
GB Wind IA SLB Operator LLC						DE
GB Wind SLB Lessee 2023 LLC						DE
GB Wind SLB Operator LLC						DE
GB Wind SLB Pledgor 2023 LLC						DE
Georgia Mountain Community Wind, LLC						VT
GLC Chester Community Solar, LLC						VT
Golden Horizons Solar LLC						DE
Goshen Solar, LLC						DE
Graphite Solar Holdings LLC						DE
Graphite Solar I, LLC						DE
GREC 2024 Utility Scale AcquisitionCo LLC						DE

Exhibit 21.1


GREC Administration, LLC						DE
GREC Advisors, LLC						DE
GREC Development Holdings 1 LLC						DE
GREC Energy Efficiency LLC						DE
GREC Entity Holdco LLC						DE
GREC Holdings 1 LLC						DE
GREC Warehouse Holdings 1 LLC						DE
GREC Warehouse Pledgor 1 LLC						DE
Green Maple, LLC						DE
Greenbacker Administration, LLC						DE
Greenbacker Capital Management LLC						DE
Greenbacker Development Opportunities GP I, LLC						DE
Greenbacker Equipment Acquisition Company LLC						DE
Greenbacker Exergy Acquisition Resources LLC						DE
Greenbacker Renewable Energy Corporation						MD
Greenbacker Residential Solar II LLC						DE
Greenbacker Residential Solar LLC						DE
Greenbacker Wind Holdings II LLC						DE
Greenbacker Wind, LLC						DE
Greenfield Wind Manager, LLC						MT
Greenfield Wind Owner, LLC						MT
Grizzly Bear Solar, LLC						DE
GRP II Borealis Solar LLC						DE
Gunnison Solar, LLC						UT
Hartford Solarfield, LLC						VT
Hartland GUVSWMD Solar LLC						VT
Hastings Solar, LLC						DE
Heathlands Solar LLC						DE
Hecate Energy Albany 1 LLC						DE
Hecate Energy Albany 2 LLC						DE
Hecate Energy Greene 1 LLC						DE
Hecate Energy Greene 2 LLC						DE
Hecate Energy Greene County 3 LLC						DE
Helmet Solar LLC						DE
Hill Road Solar 1, LLC						DE
Hill Road Solar 2, LLC						DE
Hogs Bay Solar 1, LLC						DE
Holiday Hill Community Wind, LLC						VT
Holiday Hill Holdings LLC						DE
Holiday Hill Manager LLC						DE
Howard Wind LLC						NY
HREF-3 Parent LLC						DE
Hudson County Solar 1, LLC						DE
IGS AKC1, LLC						DE
IGS CC, LLC						OH
IGS CMH4, LLC						DE
IGS Encinitas A&B, LLC						OH
IGS Encinitas E&F, LLC						OH
IGS FE Trenton, LLC						OH
IGS Jefferson B&C, LLC						OH

Exhibit 21.1


IGS KSBD, LLC						DE
IGS La Jolla BCD, LLC						OH
IGS La Jolla E, LLC						OH
IGS La Jolla E, LLC						OH
IGS LAS1, LLC						DE
IGS LGB9, LLC						DE
IGS Mercy A, LLC						OH
IGS Mercy B, LLC						OH
IGS OXR1, LLC						DE
IGS PCW1, LLC						DE
IGS PSP1, LLC						OH
IGS SBD1, LLC						DE
IGS SBD2, LLC						DE
IGS Valencia 2, LLC						OH
IGS Valencia 3, LLC						OH
IGS VGT1, LLC						DE
Illinois Winds LLC						ID
ITC 2020 HoldCo LLC						DE
Jackson Legler Solar 1, LLC						NJ
Jamesville Road Solar, LLC						NC
Kenilworth Solar 1, LLC						NJ
Lake City Solar, LLC						MI
Lake Emily Solar, LLC						DE
Lake Pulaski Solar, LLC						DE
Las Virgenes Solar 1, LLC						DE
Lawrence Creek Solar, LLC						DE
Ledgeview Solar LLC						DE
Lighthouse Finance, LLC						CO
Lincoln Farm I, LLC						TN
Lincoln Farm II, LLC						TN
Lincoln Farm III, LLC						TN
Lincoln Farm IV, LLC						TN
Lincoln Solar LLC						UT
Little Pond Solar, LLC						DE
Longleaf Solar Energy Holdings LLC						DE
Longleaf Solar Energy Manager LLC						DE
Magnolia Sun LLC						DE
Manchester Solar 1, LLC						DE
Maple City Solar, LLC						DE
Marengo Solar, LLC						DE
ME Athens Ridge Road Solar LLC						ME
ME Mars Hill Clark Road Solar LLC						ME
ME Richmond Lincoln Street LLC						ME
ME West Lebanon Road Solar LLC						ME
Middlesex Solar 1, LLC						NJ
Mid-River PA LLC						DE
Midway III Holdings LLC						DE

Exhibit 21.1


Midway III Manager LLC						DE
Milford Raman Solar, LLC						DE
Milford Solar 1, LLC						UT
Milford Solar, LLC						UT
Mill Pond Solar, LLC						NC
MLH Phase 2 LLC						FL
MLH Phase 3, LLC						FL
MN Wind Holdings LLC						DE
MN Wind Holdings LLC						DE
Monte Vista Solar 2 CSG LLC						DE
Montrose Solar, LLC						DE
Morey Solar, LLC						MI
MP2 - Oregon Solar One, LLC						DE
MP2 Capital - WGBH Educational Foundation LLC						DE
MP2 Capital Solar Fund II, LLC						DE
MP2 Green Valley ES, LLC						DE
MP2 Hawaii Solar I, LLC						DE
MP2 MLK, LLC						DE
MP2/IRG - Petaluma City Schools, LLC						DE
MR Realty Solar, LLC						DE
Mt. Arlington Solar 1, LLC						NJ
MTSun LLC						MT
Natick High School Solar, LLC						DE
Newington Solar, LLC						DE
Nextsun Energy Littleton, LLC						MA
Nextsun Energy North Smithfield, LLC						RI
Nextsun Energy Rutland LLC						VT
Nextsun Energy Rutland, LLC						VT
North Baker Road Solar 1, LLC						DE
North Baker Road Solar 2, LLC						DE
North Palm Springs Investments, LLC						CA
Novus Royalton Solar, LLC						VT
Oak Leaf Solar 100 LLC						CO
Oak Leaf Solar 56 LLC						CO
Oak Leaf Solar XVIII LLC						CO
Oak Leaf Solar XXI LLC						CO
Oak Leaf Solar XXII LLC						CO
Oak Leaf Solar XXIII LLC						CO
Oak Leaf Solar XXIV LLC						CO
Oak Leaf Solar XXIX LLC						CO
Oak Leaf Solar XXV LLC						CO
Oak Leaf Solar XXVI LLC						CO
Oak Leaf Solar XXVII LLC						CO
Oak Leaf Solar XXVIII LLC						CO
Oak Leaf Solar XXX LLC						CO

Exhibit 21.1


Oak Leaf Solar XXXI LLC						CO
Oak Leaf Solar XXXII LLC						CO
Oak Leaf Solar XXXIII LLC						CO
Oakdale Solar 1, LLC						DE
Oakdale Solar 2, LLC						DE
OK Solar 1, LLC						DE
OneEnergy Blue Star Solar LLC						DE
Opal Electric LLC						DE
Orchard Road Solar LLC						NH
Oregon Solar II, LLC						DE
Pacifica Storage LLC						DE
Palmer Creek Solar, LLC						OR
Paynesville Solar, LLC						DE
PCIP Solar, LLC						NC
Pemaquid HoldCo LLC						DE
Pemaquid Manager LLC						DE
Pewter HoldCo LLC						DE
Pewter Manager LLC						DE
Phelps 158 Solar Farm, LLC						NC
Phelps Holdings LLC						DE
Phelps Management LLC						DE
Pierce Pepin Solar, LLC						DE
Pine Hill Road Westport Solar 1, LLC						DE
Pine Island Distributed Solar, LLC						DE
Pittsford GLC Solar, LLC						VT
Platteville Solar CSG LLC						DE
Polk Burnett Solar, LLC						DE
Ponderosa Holdings LLC						DE
Ponderosa Manager LLC						DE
Powerhouse One, LLC						TN
PRC Nemasket LLC						DE
Price Solar WI, LLC						DE
Proctor GLC Solar LLC						VT
PSAS LLC						MA
PSVTF1, LLC						VT
Radiance Solar 4 LLC						DE
Radiance Solar 5 LLC						DE
Randolph Gifford Farm Solar LLC						VT
Renew Solar ABC Sacramento LLC						DE
Renew Solar WM Davis LLC						DE
Renew Solar WM WMAC LLC						DE
Renewable Energy Project II LLC						DE
Renewable Energy Project LLC						DE
Renewable Generation LLC						VT
Renewable Generation LLC (MA)						MA

Exhibit 21.1


Ridgecrest Solar 1, LLC						DE
Ridgewind Power Partners, LLC						MN
Ring Road Solar, LLC						MA
Rippey Wind Energy LLC						IA
Rippey Wind Holding LLC						DE
RJ Solar 1, LLC						DE
Robin MCK LLC						DE
Rochelle Solar LLC						DE
Rock Creek Solar 2 CSG LLC						DE
Rock District Solar, LLC						DE
Rockville Solar I, LLC						IN
Rockville Solar II, LLC						IN
Rockville Solar Master Tenant LLC						IN
Rodeo Energy Storage, LLC						DE
Rosewood Energy LLC						DE
RoxWind Holdings LLC						DE
RoxWind LLC						MA
Roxwind Manager LLC						DE
Royalton Post Farm Solar LLC						VT
RPCA Solar 4, LLC						CA
RPMA Wind Holding I LLC						IA
RSD7 Solar, LLC						DE
Ryland Road Solar, LLC						NC
Sacramento Vineyard Solar, LLC						DE
Scenic Hill Solar IV, LLC						AR
Scenic Hill Solar V, LLC						AR
Scenic Hill Solar X, LLC						AR
Scenic Hill Solar XIII, LLC						AR
Scenic Hill Solar XVI, LLC						AR
Sebago Road Solar, LLC						NH
Sego Lily Solar Holdings LLC						DE
Sego Lily Solar Manager LLC						DE
Shamrock Solar, LLC						DE
Sheridan Solar, LLC						UT
Shirley Shared Solar, LLC						DE
Six States Solar II LLC						DE
Six States Solar LLC						DE
Snapping Turtle Manager LLC						DE
Solar Hagerstown LLC						DE
Solar Site 1-ES LLC						DE
Solar Star CRC Mt. Poso, LLC						DE
Solaverde, LLC						VA
SOLON TV1, LLC						AZ
South Adams Solar, LLC						DE
St Johnsbury Lapierre Solar LLC						VT

Exhibit 21.1


Staten Island Energy Storage 3, LLC						NY
Strobus, LLC						DE
Stromland Solar, LLC						DE
Sun Farm V LLC						NC
Sun Farm VI LLC						NC
SunEast Friendship ANEM Solar LLC						DE
SunEast Friendship Holdings LLC						DE
SunEast Friendship Solar LLC						DE
Sunsense Clayton Lessee, LLC						NC
Sunsense Fletcher Lessee, LLC						NC
Sunsense Inman Lessee, LLC						NC
SunServe Energy LLC						DE
Surrey Road Solar, LLC						MI
Tar Heel Solar II LLC						DE
Tart Solar LLC						MI
Tayandenega Solar, LLC						DE
TE – Camas, LLC						DE
TE – Penstemon, LLC						DE
TE – Urtica, LLC						DE
Trillium Holdco LLC						DE
Trillium Manager LLC						DE
Turquoise Holdings LLC						DE
Turquoise Manager LLC						DE
Turquoise Nevada LLC						DE
Turquoise Nevada SubstationCo LLC						DE
Turtle Top Solar, LLC						IN
Upland Road Solar 1, LLC						DE
Utility Solar AcquisitionCo 2021 LLC						DE
Utility Solar AcquisitionCo 2022 LLC						DE
Vernon Solar, LLC						DE
Wagner Wind LLC						DE
Waseca Solar, LLC						DE
WE 46 Precision Drive, LLC						DE
West Fairlee Stevens Solar LLC						VT
West Faribault Solar, LLC						DE
West River Solar II, LLC						UT
West River Solar, LLC						UT
West Waconia Solar, LLC						DE
Williamstown Old Town Road Solar, LLC						VT
Windshare, LLC						MN
Windsor HWY 17 Solar, LLC						NC
WW-DC Solar 1, LLC						DC
Zephyr Wind, LLC						DE

Exhibit 23.1

KPMG LLP

345 Park Avenue

New York, NY

10154-0102

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (No. 333-276532) on Form S-3 and (No 333-276944) on Form S-8 of our report dated March 28, 2024, with respect to the consolidated balance sheets of Greenbacker Renewable Energy Company LLC and subsidiaries as of December 31, 2023 and 2022, and the related statements of operations, comprehensive income (loss), equity, and cash flows for the year ended December 31, 2023 and for the period from May 19, 2022 through December 31, 2022, and the related notes.

/s/ KPMG LLP

New York, New York

March 28, 2024

Exhibit 23.2

KPMG LLP

345 Park Avenue

New York, NY

10154-0102

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (No. 333-276532) on Form S-3 and (No. 333-276944) on Form S-8 of our report dated March 31, 2023, with respect to the consolidated statement of operations, changes in net assets, and cash flows of Greenbacker Renewable Energy Company LLC and subsidiaries for the period from January 1, 2022 to May 18, 2022, and the related notes.

/s/ KPMG LLP

New York, New York

March 28, 2024

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles Wheeler, certify that:

1.I have reviewed this Annual Report on Form 10-K of Greenbacker Renewable Energy Company LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 28, 2024


			Greenbacker Renewable Energy Company LLC
			/s/ Charles Wheeler
			Charles Wheeler Chief Executive Officer principal executive officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Landenberger, certify that:

1.I have reviewed this Annual Report on Form 10-K of Greenbacker Renewable Energy Company LLC;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 28, 2024


			Greenbacker Renewable Energy Company LLC
			/s/ Michael Landenberger
			Michael Landenberger Chief Accounting Officer principal financial and principal accounting officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE

OFFICER PURSUANT TO 18 U.S.C. SECTION

1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles Wheeler, Chief Executive Officer, and principal executive officer, in connection with the Annual Report of Greenbacker Renewable Energy Company LLC (the “Company”) on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: March 28, 2024


			Greenbacker Renewable Energy Company LLC
			/s/ Charles Wheeler
			Charles Wheeler Chief Executive Officer principal executive officer

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL

OFFICER PURSUANT TO 18 U.S.C. SECTION

1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Landenberger, Chief Accounting Officer, and principal financial officer, in connection with the Annual Report of Greenbacker Renewable Energy Company LLC (the “Company”) on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: March 28, 2024


			Greenbacker Renewable Energy Company LLC
			/s/ Michael Landenberger
			Michael Landenberger Chief Accounting Officer principal financial and principal accounting officer

v3.24.1

Cover - USD ($)
12 Months Ended

Dec. 31, 2023

Mar. 01, 2024

Jun. 30, 2023

Document Information [Line Items]

Document Type 10-K

Document Annual Report true

Document Period End Date Dec. 31, 2023

Current Fiscal Year End Date --12-31

Document Transition Report false

Entity File Number 000-55610

Entity Registrant Name GREENBACKER RENEWABLE ENERGY COMPANY LLC

Entity Incorporation, State or Country Code DE

Entity Tax Identification Number 80-0872648

Entity Address, Address Line One 230 Park Avenue

Entity Address, Address Line Two Suite 1560

Entity Address, City or Town New York

Entity Address, State or Province NY

Entity Address, Postal Zip Code 10169

City Area Code 646

Local Phone Number 720-9463

Entity Well-known Seasoned Issuer No

Entity Voluntary Filers No

Entity Current Reporting Status Yes

Entity Interactive Data Current Yes

Entity Filer Category Non-accelerated Filer

Entity Small Business true

Entity Emerging Growth Company false

ICFR Auditor Attestation Flag false

Document Financial Statement Error Correction [Flag] false

Entity Shell Company false

Entity Common Stock, Shares Outstanding 199,056,630

Entity Central Index Key 0001563922

Amendment Flag false

Document Fiscal Year Focus 2023

Document Fiscal Period Focus FY

Entity Public Float $ 0

Class A Shares of Limited Liability Company Interests

Document Information [Line Items]

Title of 12(g) Security Class A Shares of Limited Liability Company Interests

No Trading Symbol Flag true

Class C Shares of Limited Liability Company Interests

Document Information [Line Items]

Title of 12(g) Security Class C Shares of Limited Liability Company Interests

No Trading Symbol Flag true

Class I Shares of Limited Liability Company Interests

Document Information [Line Items]

Title of 12(g) Security Class I Shares of Limited Liability Company Interests

No Trading Symbol Flag true

v3.24.1

Audit Information
12 Months Ended

Dec. 31, 2023

Audit Information [Abstract]

Auditor Location New York, New York

Auditor Name KPMG LLP

Auditor Firm ID 185

v3.24.1

Cover
12 Months Ended

Dec. 31, 2023

Cover [Abstract]

Documents Incorporated by Reference
The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the year ended December 31, 2023 (the “2024 Proxy Statement”). Portions of the Registrant’s 2024 Proxy Statement to be filed pursuant to Regulation 14A are incorporated herein by reference into Part III of this Form 10-K.

v3.24.1

Consolidated Balance Sheets - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Current assets:

Cash and cash equivalents $ 96,872,000 $ 143,224,000

Restricted cash, current 85,235,000 47,474,000

Accounts receivable 23,310,000 20,440,000

Derivative assets, current 24,062,000 24,447,000

Notes receivable, current 28,491,000 59,106,000

Other current assets 33,938,000 29,624,000

Total current assets 291,908,000 324,315,000

Noncurrent assets:

Restricted cash 5,568,000 0

Property, plant and equipment, net 2,133,877,000 1,889,706,000

Intangible assets, net 453,214,000 540,621,000

Goodwill 221,314,000 221,314,000

Investments, at fair value 94,878,000 92,554,000

Derivative assets 118,106,000 171,393,000

Other noncurrent assets 140,740,000 147,339,000

Total noncurrent assets 3,167,697,000 3,062,927,000

Total assets 3,459,605,000 3,387,242,000

Current liabilities:

Accounts payable and accrued expenses 79,288,000 50,702,000

Shareholder distributions payable 7,606,000 9,670,000

Contingent consideration, current 16,546,000 25,891,000

Current portion of long-term debt 82,855,000 95,870,000

Current portion of failed sale-leaseback financing 69,436,000 0

Redemptions payable 361,000 32,198,000

Other current liabilities 7,636,000 10,862,000

Total current liabilities 263,728,000 225,193,000

Noncurrent liabilities:

Long-term debt, net of current portion 935,397,000 850,760,000

Failed sale-leaseback financing, net of current portion 169,829,000 0

Contingent consideration 42,307,000 75,700,000

Derivative liabilities 5,833,000 0

Deferred tax liabilities, net 58,696,000 85,655,000

Operating lease liabilities 108,406,000 101,281,000

Out-of-market contracts, net 194,785,000 218,112,000

Other noncurrent liabilities 47,659,000 39,826,000

Total noncurrent liabilities 1,562,912,000 1,371,334,000

Total liabilities 1,826,640,000 1,596,527,000

Commitments and contingencies (Note 15. Commitments and Contingencies)

Equity:

Preferred shares, par value, $0.001 per share, 50,000 authorized; none issued and outstanding 0 0

Common shares, par value, $0.001 per share, 350,000 authorized, 197,749 and 198,044 outstanding as of 2023 and 2022, respectively 198,000 198,000

Additional paid-in capital 1,770,060,000 1,763,061,000

Accumulated deficit (306,525,000) (114,680,000)

Accumulated other comprehensive income 45,932,000 56,094,000

Noncontrolling interests 113,875,000 84,008,000

Total equity 1,623,540,000 1,788,681,000

Total liabilities, redeemable noncontrolling interests and equity 3,459,605,000 3,387,242,000

Redeemable noncontrolling interests

Noncurrent liabilities:

Redeemable equity 2,179,000 2,034,000

Redeemable common shares

Noncurrent liabilities:

Redeemable equity 1,000 0

Redeemable common shares, additional paid-in capital

Noncurrent liabilities:

Redeemable equity $ 7,245,000 $ 0

v3.24.1

Consolidated Balance Sheets (Parenthetical) - $ / shares

Dec. 31, 2023

Dec. 31, 2022

Preferred shares, par value (in dollars per share) $ 0.001 $ 0.001

Preferred shares, shares authorized (in shares) 50,000,000 50,000,000

Preferred shares, shares issued (in shares) 0 0

Preferred shares, shares outstanding (in shares) 0 0

Common shares, par value (in dollars per share) $ 0.001 $ 0.001

Common shares, shares authorized (in shares) 350,000,000 350,000,000

Common shares, shares outstanding (in shares) 197,749,000 198,044,000

Redeemable common shares

Redeemable common shares, par value (in dollars per share) $ 0.001

Redeemable common shares, shares outstanding (in shares) 873,000 0

v3.24.1

Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
7 Months Ended 12 Months Ended

Dec. 31, 2022

Dec. 31, 2023

Revenue

Total revenue $ 100,492 $ 173,165

Operating expenses

Direct operating costs 55,889 105,586

General and administrative 45,442 60,014

Depreciation, amortization and accretion 39,149 125,743

Impairment of long-lived assets 0 59,294

Total operating expenses 140,480 350,637

Operating loss (39,988) (177,472)

Interest expense, net (15,889) (40,519)

Realized gain (loss) on interest rate swaps, net (1,322) 2,428

Unrealized gain (loss) on interest rate swaps, net (249) 17,763

Unrealized gain on investments, net 398 932

Other expense, net (108) (267)

Net loss before income taxes (57,158) (197,135)

Benefit from (provision for) income taxes (3,005) 21,548

Net loss (60,163) (175,587)

Less: Net loss attributable to noncontrolling interests (59,439) (96,935)

Less: Net income attributable to redeemable noncontrolling interests 0 819

Net loss attributable to Greenbacker Renewable Energy Company LLC $ (724) $ (79,471)

Earnings per share

Basic (in dollars per share) $ (0.00) $ (0.40)

Net loss per share- diluted (in dollars per share) $ (0.00) $ (0.40)

Weighted average shares outstanding

Basic (in shares) 201,668 199,293

Diluted (in shares) 201,668 199,293

Energy revenue

Revenue

Total revenue $ 101,596 $ 159,301

Investment Management revenue

Revenue

Total revenue 1,919 13,490

Other revenue

Revenue

Total revenue 7,506 8,434

Contract amortization, net

Revenue

Total revenue $ (10,529) $ (8,060)

v3.24.1

Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
7 Months Ended 12 Months Ended

Dec. 31, 2022

Dec. 31, 2023

Statement of Comprehensive Income [Abstract]

Net loss $ (60,163) $ (175,587)

Other comprehensive (loss) income, net of tax:

Unrealized (loss) gain on derivatives designated as cash flow hedges and changes in Other comprehensive (loss) income, net of tax 56,094 (10,162)

Total other comprehensive (loss) income, net of tax 56,094 (10,162)

Comprehensive loss (4,069) (185,749)

Less: Comprehensive loss attributable to noncontrolling interests (59,439) (96,935)

Less: Comprehensive gain attributable to redeemable noncontrolling interests 0 819

Comprehensive (loss) income attributable to Greenbacker Renewable Energy Company LLC $ 55,370 $ (89,633)

v3.24.1

Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
7 Months Ended 12 Months Ended

Dec. 31, 2022

Dec. 31, 2023

Cash Flows from Operating Activities

Net loss $ (60,163) $ (175,587)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation, amortization and accretion 49,678 133,803

Impairment of long-lived assets 0 59,294

Share-based compensation expense 6,904 11,248

Changes in fair value of contingent consideration 2,100 (603)

Amortization of financing costs and debt discounts 2,476 6,711

Amortization of interest rate swap contracts 1,709 6,750

Change in fair value of interest rate swaps 249 (17,763)

Realized (gain) loss on interest rate swaps 1,322 (2,428)

Change in fair value of investments (398) (932)

Deferred income taxes 3,005 (21,548)

Other 1,553 5,743

Changes in operating assets and liabilities:

Accounts receivable 7,641 (2,959)

Current and noncurrent derivative assets 0 56,696

Other current and noncurrent assets (5,209) (10,661)

Accounts payable and accrued expenses (2,723) 14,891

Operating lease liabilities 32 (1,290)

Other current and noncurrent liabilities 3,519 1,036

Net cash provided by operating activities 11,695 62,401

Cash Flows from Investing Activities

Purchases of property, plant and equipment (393,257) (360,650)

Deposits returned (paid) for property, plant and equipment, net (16,450) 8,138

Purchases of investments (34,801) (5,298)

Sales of investments 0 3,906

Loans made to other parties (48,238) 0

Receipts of notes receivable to other parties 17,467 30,725

Cash acquired from Acquisition and consolidation of GDEV, net 1,714 0

Proceeds from sale of investment in and deconsolidation of GDEV 5,467 0

Net cash used in investing activities (468,098) (323,179)

Cash Flows from Financing Activities

Shareholder distributions (51,525) (87,597)

Return of collateral paid for swap contract 11,827 1,735

Repurchases of common shares (17,207) (82,719)

Deferred sales commissions (1,852) (3,486)

Contributions from noncontrolling interests 104,550 144,895

Distributions to noncontrolling interests (11,151) (17,498)

Proceeds from borrowings 499,654 425,532

Payments on borrowings (81,621) (351,764)

Proceeds from failed sale-leaseback 0 240,969

Payments for loan origination costs (12,167) (11,447)

Other capital activity 1,144 (865)

Net cash provided by financing activities 441,652 257,755

Net decrease in Cash, cash equivalents and Restricted cash (14,751) (3,023)

Cash, cash equivalents and Restricted cash at beginning of period 108,062 190,698

Cash, cash equivalents and Restricted cash at end of period $ 190,698 $ 187,675

v3.24.1

Consolidated Statement of Operations
shares in Thousands, $ in Thousands
5 Months Ended

May 18, 2022

USD ($)

$ / shares

shares

Investment income from controlled, affiliated investments:

Dividend income $ 12,547

Total investment income from controlled, affiliated investments 12,547

Investment income from non-controlled, non-affiliated investments:

Interest income 1,279

Total investment income 13,826

Operating expenses:

Management fee expense 10,662

Audit and tax expense 907

Interest and financing expenses 1,314

General and administration expenses 206

Performance participation fee 384

Legal expenses 3,041

Directors fees and expenses 568

Transfer agent expense 301

Other professional fees expenses 2,532

Administrator expenses 2,155

Other expenses 957 ^[1]

Total operating expenses 23,027

Net investment loss before taxes (9,201)

(Benefit from) income taxes (4,315)

Net investment loss (4,886)

Net change in realized and unrealized gain (loss) on investments, foreign currency translation and deferred tax assets:

Net realized loss on investments (2)

Net change in unrealized appreciation (depreciation) on:

Investments 13,648

Foreign currency translation (26)

Swap contracts 35,266

(Provision for) income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (13,223)

Net increase in net assets attributed to members' equity $ 30,777

Common share per share information —basic and diluted:

Net investment income, basic (in dollars per share) | $ / shares $ (0.03)

Net investment income, diluted (in dollars per share) | $ / shares (0.03)

Net increase in net assets attributed to members' equity (in dollars per share) | $ / shares $ 0.18

Weighted average common shares outstanding, basic (in shares) | shares 174,130

Weighted average common shares outstanding, diluted (in shares) | shares 174,130

[1] For the period from January 1, 2022 through May 18, 2022, Other expenses includes $0.7 million of net realized losses on swap contracts.

v3.24.1

Consolidated Statement of Operations (Parenthetical)
$ in Millions
5 Months Ended

May 18, 2022

USD ($)

Swap

Net realized losses on swap contracts $ 0.7

v3.24.1

Consolidated Statement of Cash Flows
$ in Thousands
5 Months Ended

May 18, 2022

USD ($)

Operating activities:

Net loss $ 30,777

Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities:

Amortization of financing costs and debt discounts 520

Gross funding of new or existing investments (339,424)

Return of capital 210,520

Proceeds from principal payments and sales of investments 12,325

Sales of money market funds, net 52,101

Net realized loss on investments 2

Net change in unrealized (appreciation) on investments (13,648)

Net change in unrealized depreciation on foreign currency translation 26

Net change in unrealized (appreciation) on swap contracts (35,265)

Deferred tax expense 8,908

(Increase) decrease in other assets:

Receivable for investments sold 70

Receivable for return of capital (498)

Dividend receivable (1,320)

Other assets 821

Increase (decrease) in other liabilities:

Payable for investments purchased 324

Management fee payable (861)

Performance participation fee payable (2,975)

Accounts payable and accrued expenses 5,932

Net cash provided by operating activities (71,665)

Financing activities:

Paydowns on credit facility and term note (1,267)

Proceeds from issuance of common shares, net 105,248

Distributions paid (30,891)

Offering costs (809)

Deferred sales commission (661)

Repurchases of common shares (13,756)

Net cash provided by financing activities 57,864

Net decrease in Cash, cash equivalents and Restricted cash (13,801)

Cash, cash equivalents and Restricted cash at beginning of period 121,863

Cash, cash equivalents and Restricted cash at end of period 108,062

Reconciliation of cash, cash equivalents and restricted cash

Cash and cash equivalents 72,110

Restricted cash 35,952

Total cash, cash equivalents and restricted cash 108,062

Supplemental disclosure of cash flow information:

Cash interest paid during the period 532

Due to GCM for offering costs 28

Deferred sales commission payable $ 4,059

v3.24.1

Organization and Operations of the Company
12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Operations of the Company
Note 1. Organization and Operations of the Company
Organization
Greenbacker Renewable Energy Company LLC (the “Company”) is a Delaware limited liability company formed in December 2012. The Company is an energy transition, renewable energy and investment management company that acquires, constructs and operates renewable energy and energy efficiency projects, as well as finances the construction and/or operation of these and other sustainable development projects and businesses and provides through GCM investment management services to funds within the sustainable infrastructure and renewable energy industry. As of December 31, 2023, the Company’s fleet comprised 435 renewable energy projects with an aggregate power production capacity of approximately 3.3 GW, which includes operating capacity of approximately 1.5 GW and pre-operational capacity of approximately 1.8 GW. As of December 31, 2023, GCM serves as the registered investment adviser of four funds in the sustainable and renewable energy industry.
The Company conducts substantially all its operations through its wholly owned subsidiary, GREC. Until May 19, 2022, the Company was externally managed by GCM. As of and after May 19, 2022, the Company operates as a fully integrated and internally managed company after acquiring GCM and several other related entities, which are now wholly owned subsidiaries of GREC. The Company’s fiscal year-end is December 31.
The Company previously conducted continuous public offerings of Class A, C, and I shares of limited liability company interests, along with Class A, C, and I shares pursuant to the Company’s DRP. The public offerings were initially commenced in August 2013 and terminated March 29, 2019, raising a total of $253.4 million. The Company also privately offered Class P-A, P-I, P-D, P-T and P-S shares. These private offerings were conducted between April 2016 and March 16, 2022, raising a total of $1.4 billion. The Company currently offers the DRP pursuant to which shareholders may elect to have the full amount of cash distributions reinvested in additional shares. The Company offered the SRP pursuant to which quarterly share repurchases were conducted to allow shareholders to sell shares back to the Company. On September 23, 2023, the Company suspended the SRP (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder).
Management Internalization
On May 19, 2022, the Company completed the Acquisition pursuant to which it acquired substantially all of the business and assets, including intellectual property and personnel of its external advisor, GCM, an investment management and energy transition, renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act, Greenbacker Administration and certain other affiliated companies. All of the acquired businesses and assets were immediately thereafter contributed by the Company to GREC. As a result of the Acquisition, the Company operates as a fully integrated and internally managed company with its own dedicated executive management team and other employees to manage its business and operations. The Company now operates with the capabilities of both an actively managed owner-operator of sustainable infrastructure and renewable energy businesses and as an active third-party investment manager of other funds within the sustainable infrastructure and renewable energy industry.
Refer to Note 3. Acquisitions for further details.
Organization and Operations of the LLC
For a detailed description, refer to Note 1. Organization and Operations of the Company as included in the Notes to the Consolidated Financial Statements as included in the Non-Investment Basis section of Item 8 of this Annual Report.
Prior to May 19, 2022, the LLC was externally managed and is an energy company that acquires, constructs and operates renewable energy and energy efficiency projects as well as finances the construction and/or operation of these and other sustainable development projects and businesses. The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC. GREC is a Maryland corporation formed in November 2011, and the LLC currently holds all the outstanding shares of capital stock of GREC. GREC HoldCo, a wholly owned subsidiary of GREC, was formed in Delaware in June 2016. GREC Administration LLC and Danforth Shared Services LLC, both wholly owned subsidiaries of GREC, were formed in Delaware in January 2020 and May 2019, respectively. The consolidated financial results of the LLC have historically included the results of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, and GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to LLC and its subsidiaries. As of and prior to May 18, 2022, the use of “we”, “us”, and “our” refer, collectively to the LLC, GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC, unless otherwise expressly stated or context otherwise requires.
The LLC was externally managed and advised by GCM, a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. GCM was acquired by the LLC as part of the Acquisition on May 19, 2022.

v3.24.1

Significant Accounting Policies
12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies
Note 2. Significant Accounting Policies
Basis of Presentation
Since inception and prior to the Acquisition, the Company’s historical financial statements were prepared using the investment company basis of accounting in accordance with ASC 946. ASC 946, or Investment Basis, requires that if there is a subsequent change in the purpose and design of an entity, the entity should reevaluate its status as an investment company. As a result of the Acquisition and other steps taken by the Company to transition the focus of the Company’s business from being an investor in clean energy projects to a diversified independent power producer coupled with an investment management business, the Company no longer exhibits the fundamental characteristics of, and no longer qualifies as, an investment company. The Company discontinued applying the guidance in ASC 946 and began to account for the change in status prospectively in accordance with Non-Investment Basis as of the date of the change in status, or May 19, 2022 (the closing date of the Acquisition). In accordance with ASC 946, the fair value of an investment at the date of the change in status shall be the investment’s initial carrying amount on a Non-Investment Basis.
The Company's Consolidated Financial Statements for the periods beginning on May 19, 2022 are prepared on a consolidated, Non-Investment Basis to include the financial position, results of operations, and cash flows of the Company and its consolidated subsidiaries rather than on an Investment Basis. This change in status and the accompanying accounting policies affect the comparability of the Consolidated Financial Statements as of and for the historical periods as presented in this Annual Report.
As such, this Annual Report includes the following:
Non-Investment Basis
•Consolidated Balance Sheets as of December 31, 2023 and 2022
•Consolidated Statements of Operations for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022
•Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022
•Consolidated Statements of Equity for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022
•Consolidated Statements of Cash Flows for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022
•Notes to the Consolidated Financial Statements
Investment Basis
•Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022
•Consolidated Statement of Changes in Net Assets for the period from January 1, 2022 through May 18, 2022
•Consolidated Statement of Cash Flows for the period from January 1, 2022 through May 18, 2022
•Notes to the Consolidated Financial Statements
The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, cross foot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on prior periods’ results.
Change in Presentation due to Change in Status
Effective May 19, 2022, the date of the change in status, the Company prospectively discontinued its application of ASC 946 and, as a result, changed the presentation of the Company's Consolidated Financial Statements. The most significant changes are:
•The Consolidated Statement of Assets and Liabilities has been changed to a Consolidated Balance Sheet;
•The Consolidated Statement of Operations is no longer presented in the format required under ASC 946. The Company will present the Consolidated Statement of Operations as required under Non-Investment Basis U.S. GAAP. A Consolidated Statement of Other Comprehensive Income (Loss) will be presented, if and when applicable;
•The Consolidated Schedule of Investments has been removed;
•The Consolidated Statement of Cash Flows has been changed, including now containing a section for investing activities;
•Certain footnotes have been changed or removed to reflect conformity with applicable U.S. GAAP under a Non-Investment Basis; and
•The Company re-evaluated its interests in all entities to determine whether they are variable interests, and re-evaluated its investments, including its investments in partially owned entities, to determine if they are VIEs, as required under ASC Topic 810, Consolidation (“ASC 810”). The Company also re-evaluated consolidation considerations for all of its investments in VIEs and partially owned entities as required under ASC 810. Applicable disclosures related to VIEs and other partially owned entities have been included in these Notes to the Consolidated Financial Statements.
Prior to the May 19, 2022 change in status, the Company recorded its investments in the renewable energy projects at fair value and recorded the changes in fair value as an unrealized gain or loss. In accordance with ASC 946, the fair value of an investment at the date of the change in status shall be the investment's initial carrying amount on a Non-Investment Basis. Upon the change in status, this fair value accounting is no longer applicable, and the Company now presents the underlying assets and liabilities of its subsidiaries on a consolidated basis in accordance with the applicable U.S. GAAP. The following is a summary of the allocation of the net assets of the Company as of the date of the change in status, May 19, 2022:
(in thousands)
May 19, 2022
Total members’ equity (net assets)
$ 1,543,740
Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests 74,814
Total net assets of the Company $ 1,618,554
Assets
Cash, cash equivalents and Restricted cash $ 205,449
Other current assets 103,875
Total current assets 309,324
Property, plant and equipment 1,522,995
Intangible assets 465,375
Investments, at fair value 90,425
Derivative assets 118,548
Other noncurrent assets 36,361
Total noncurrent assets 2,233,704
Total assets 2,543,028
Liabilities
Accounts payable and accrued expenses $ 59,522
Other current liabilities 67,618
Total current liabilities 127,140
Long-term debt, net 501,200
Out-of-market contracts 229,576
Other noncurrent liabilities 66,558
Total noncurrent liabilities 797,334
Total liabilities 924,474
Total members’ equity, redeemable noncontrolling interests and noncontrolling interests
$ 1,618,554
The Company recognizes and measures its RNCI, Derivative assets (current and noncurrent) and Investments, at fair value. Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests, Note 12. Derivative Instruments and Note 6. Fair Value Measurements and Investments for further information surrounding fair value approach and inputs used.
As discussed below, the Company adopted ASC 842 as of January 1, 2022. On May 19, 2022, the Company also recognized operating lease, or ROU, assets of $95.1 million, operating lease liabilities, current of $1.2 million and operating lease liabilities, noncurrent of $93.5 million of its subsidiaries that were formerly part of the Company’s investments. The ROU asset and lease liability balances in the May 19, 2022 allocation are not included in the table above. See Note 10. Leases for further details on the ROU assets and lease liabilities recognized at May 19, 2022.
Basis of Consolidation
The Consolidated Financial Statements and related notes have been presented on the Non-Investment Basis of accounting in accordance with U.S. GAAP and in conformity with the rules and regulations of the SEC applicable to financial information. The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and those of its subsidiaries in which it has a controlling financial and/or voting interest. All intercompany balances and transactions have been eliminated in consolidation. The Company determines whether it has a controlling interest in an entity by first evaluating whether the entity is a VIE under U.S. GAAP as discussed further below.
In connection with the Acquisition, the Company consolidated the results of operations and financial position of GDEV during the period from May 19, 2022 through November 17, 2022. Management determined that GDEV is an investment company under ASC 946 for the purposes of financial reporting. In accordance with ASC 946, when an investment company’s results of operations are consolidated with and into the financial statements of a company that does not follow ASC 946, the results of operations and statement of financial position of the investment company shall continue to be presented in accordance with ASC 946. As such, in the preparation of the Consolidated Financial Statements during the period May 19, 2022 through November 17, 2022, GDEV was presented in the Consolidated Financial Statements of the Company utilizing ASC 946 accounting requirements. ASC 946 requires investments of an investment company to be recorded at the estimated fair value in the Consolidated Balance Sheets and the unrealized gains and/or losses in an investment’s fair value to be recognized on a current basis in the Consolidated Statements of Operations. On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party for total purchase consideration of $5.7 million. The Company realized a gain on sale of this investment in the amount of $0.3 million, which is included in Other expense, net on the Consolidated Statements of Operations. The Company has determined as a result of the sale of GREC’s investment in GDEV that it is no longer the primary beneficiary of GDEV. As a result, as of November 18, 2022, GDEV is no longer considered a consolidated subsidiary of the Company, and therefore its financial position is not included on the Consolidated Balance Sheets as of December 31, 2022. Further, the revenue, expenses and income of GDEV are only included within the Company’s Consolidated Statements of Operations for the period May 19, 2022 through November 17, 2022, the date of the deconsolidation. Additionally, the results of operations and financial position of GDEV GP, which GREC has a controlling voting interest in and whose operations are exclusively related to its role as the general partner of GDEV, are no longer eliminated in consolidation beginning with the deconsolidation on November 18, 2022.
The following table summarizes the impact of the sale and deconsolidation of GDEV as of November 18, 2022 on the Consolidated Financial Statements:
(in thousands)
Balances Prior to Deconsolidation Impact of Sale and Deconsolidation November 18, 2022
Assets
Current assets:
Cash and cash equivalents $ 191 $ 5,467 $ 5,658
Other current assets 84 164 248
Total current assets $ 275 $ 5,631 $ 5,906
Noncurrent assets:
Investments, at fair value $ 73,632 $ (71,658) $ 1,974
Total noncurrent assets 73,632 (71,658) 1,974
Total assets $ 73,907 $ (66,027) $ 7,880
Liabilities, Redeemable Noncontrolling Interests and Equity
Current liabilities:
Other current liabilities 120 (120) —
Total current liabilities 120 (120) —
Total liabilities $ 120 $ (120) $ —
Equity:
Greenbacker Renewable Energy Company LLC controlling interest $ 7,594 $ — $ 7,594
Accumulated deficit (22) 308 286
Noncontrolling interests 66,215 (66,215) —
Total equity $ 73,787 $ (65,907) $ 7,880
Total liabilities, redeemable noncontrolling interests and equity $ 73,907 $ (66,027) $ 7,880
Variable Interest Entities
The Company assesses entities for consolidation in accordance with ASC 810. The Company first considers whether an entity is considered a VIE and therefore whether to apply the VIE model. Entities that do not qualify as VIEs are evaluated for consolidation as voting interest entities (“VOE”) under the voting interest model. The Company consolidates all VIEs in which it holds a controlling financial interest, and all VOE that it controls through a majority voting interest or through other means. The Company evaluates whether an entity is a VIE upon acquisition of ownership interest or when reconsideration events occur as outlined per ASC 810.
The consolidation guidance requires an analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company’s has a controlling financial interest. An entity is a VIE if any one of the following conditions exists: (i) the legal entity does not have sufficient equity investment at risk, (ii) the equity investors at risk, as a group, lack the characteristics of a controlling financial interest, or (iii) the legal entity is structured with disproportionate voting rights.
A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIEs economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Refer to Note 5. Variable Interest Entities for further details.
Equity Method Investments
When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting. The Company has elected the fair value option for each of its equity method investments. The Company reflects changes in the fair value of its equity method investments in Unrealized gain on investments, net on the Consolidated Statements of Operations. Dividend income is recorded in Other revenue on the Consolidated Statements of Operations as of the date that dividends are declared by the investee. The value of the Company's equity method investments is recorded to Investments, at fair value on the Consolidated Balance Sheets. On the Consolidated Statements of Cash Flows, the Company classifies distributions received from its investees using the “nature-of-the-distribution” approach. Quarterly operating distributions are classified as cash provided from operating activities, while distributions representing proceeds from the sale of property, plant, or equipment or membership interests in subsidiaries of the investees are classified as cash provided from investing activities.
Refer to Note 5. Variable Interest Entities and Note 6. Fair Value Measurements and Investments for further details.
Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value
NCI represents the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that is not allocable to the Company as they represent third-party interests in the net assets of the respective entity and are based on the contractual allocations within the respective operating agreement or allocated to NCI attributable to the limited partner investors.
For certain NCI when the preferences on profit sharing on liquidation rights and priorities differ from the ownership percentages, the Company considers ASC Topic 970, Real Estate - General, and applies the HLBV method of reporting. Under the HLBV method, the amounts of income and loss attributed to the NCI reflect the changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third-party noncontrolling interests in the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss), if applicable, are determined based on the difference in the carrying amounts of NCI on the Consolidated Balance Sheets between reporting dates, adjusted for any capital transactions between the Company and third-party investors that occurred during the respective period.
The Company accounts for the portion of net assets in the consolidated entities attributable to the noncontrolling investors as RNCI or NCI in its Consolidated Financial Statements. NCI is measured using the HLBV method and RNCI is measured using the greater of the estimated redemption value or HLBV method. NCI in subsidiaries that are redeemable at the option of the NCI holder are classified as RNCI on the Consolidated Balance Sheets.
Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests for further details.
Use of Estimates
The preparation of the Company’s Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include investments in highly liquid money market instruments with an original maturity of three months or less.
Restricted Cash
Restricted cash consists of cash accounts used as collateral for letters of credit and requirements for financial institutional loans and purchase and sale agreements that are restricted for use on certain of the Company’s renewable energy projects.
Supplemental Cash Flow Information
The following table provides a reconciliation of cash and cash equivalents and restricted cash as of December 31, 2023 and 2022:
(in thousands)
December 31, 2023 December 31, 2022
Cash and cash equivalents $ 96,872 $ 143,224
Restricted cash, current 85,235 47,474
Restricted cash 5,568 —
Total cash and cash equivalents and restricted cash
$ 187,675 $ 190,698
The following table presents information regarding the Company’s non-cash investing and financing activities as well as the cash paid for interest for the year ended December 31, 2023 and for the period from May 19, 2022 through December 31, 2022:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Non-cash investing and financing activities
Deferred sales commission payable $ 10,270 $ 10,973
Redemptions payable 361 32,198
Distribution payable to shareholders 7,606 7,703
Capital expenditures incurred but not paid 38,009 24,284
Non-cash distributions to noncontrolling interests 2,293 2,794
Cash paid for
Interest paid, net of amounts capitalized $ 23,608 $ 12,988
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. Accounts receivable also include unbilled accounts receivable, which is comprised of the monthly power generated under PPAs not yet invoiced. The Company reviews its accounts receivable for collectability and records an allowance for doubtful accounts for estimated uncollectible accounts receivable as deemed necessary. Accounts receivable are written off when they are no longer deemed collectible. The allowance is based on the Company’s assessment of known delinquent accounts, historical experience and other currently available evidence of the collectability and the aging of accounts receivable. The underlying assumptions, estimates and assessments the Company uses to provide for losses are updated to reflect the Company’s view of current conditions. Changes in such estimates could significantly affect the allowance for losses. It is possible the Company will experience credit losses that are different from the Company’s current estimates. Based on the Company’s assessment performed as of December 31, 2023 and 2022, the allowance for doubtful accounts recorded was not material.
Fair Value Measurements
ASC Topic 820, Fair Value Measurements (“ASC 820”), prioritizes the use of market-based inputs over entity-specific inputs and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows:
Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2: Other significant observable inputs that are sourced either directly or indirectly from publications or pricing services, including dealer or broker markets, for identical or comparable assets or liabilities. Generally, these inputs should be widely accepted and public, non-proprietary, and sourced from an independent third party.
Level 3: Inputs derived from a significant amount of unobservable market data and derived primarily through the use of internal valuation methodologies.
Refer to Note 6. Fair Value Measurements and Investments for further details.
Property, Plant and Equipment, net
Property, plant and equipment is stated at historical cost net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated remaining useful lives of individual assets or classes of assets noted in the table below or, when the asset is on property subject to a lease or other site control contract, the remaining lease or other contractual periods and renewals that are deemed to be reasonably certain at the date the assets are purchased, if less than the estimated remaining useful life. Additions and improvements extending asset lives beyond their remaining estimated useful lives are capitalized, while repairs and maintenance, including planned major maintenance, are charged to expense as incurred.
Asset Class Useful Lives (Years)
Solar energy systems 35 years
Wind energy systems 30 years
Battery storage systems 10 years
All costs directly related to the acquisition, development, and construction of long-lived assets are capitalized, including taxes and insurance incurred during the construction phase. A portion of interest costs, including amortization of debt issuance and financing costs associated with the generation facilities’ financing arrangements, are capitalized during construction. Development costs include the project development costs, which are expensed until it is probable that commercial success will be achieved. Once the assets are placed into service, all of the capitalized costs are depreciated over the estimated useful lives of the assets.
Refer to Note 8. Property, Plant and Equipment for further details.
Goodwill
Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized and is tested for impairment at least on an annual basis during the fourth quarter or more frequently if facts or circumstances indicate that the goodwill might be impaired. In assessing goodwill for impairment, the Company may elect to use a qualitative assessment to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of goodwill is less than its carrying amount. If the Company determines it is not more likely than not that the fair value of goodwill is less than its carrying amount, the Company will not be required to perform any additional tests in assessing goodwill for impairment. If the Company concludes otherwise, or elects not to perform the qualitative assessment, then the Company will be required to perform the quantitative impairment test. If the estimated fair value of the reporting unit is less than its carrying value, the Company performs additional quantitative analysis to determine if the reporting unit’s goodwill has been impaired. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential.
Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details.
Amortizable and Other Intangible Assets and Out-of-market Contracts
Contract-based intangible assets, including intangible assets and liabilities (out-of-market contracts) associated with PPA and REC agreements, represent the value of rights that arise from contractual arrangements. When the Company acquires a project with an existing PPA or REC agreement in an asset acquisition or business combination, and the terms of the contract are favorable or unfavorable relative to market terms, the Company recognizes intangible assets or liabilities in its accounting for the acquisition. In addition, in the Company’s accounting for the transition from the Investment Basis to the Non-Investment Basis, the Company identified and recorded contract-based intangible assets and liabilities associated with its existing PPA and REC agreements, as applicable. The Company amortizes identifiable intangible assets consisting of channel partner relationships, out-of-market PPAs, out-of-market REC contracts and trademarks because these assets have finite lives. The Company’s amortizable intangible assets with finite lives are amortized on a straight-line basis over the estimated useful lives. The basis of amortization approximates the pattern in which the assets are utilized over their estimated useful lives.
The contract-based intangible assets and liabilities (out-of-market contracts) associated with PPA and REC agreements for which the fair value has been determined to be less (more) than market are amortized to revenue over the term of each underlying contract on a straight-line basis.
The Company capitalizes implementation costs related to cloud computing (i.e., hosting) arrangements that are accounted for as a service contract that meets the accounting requirement for capitalization as such implementation costs were incurred to develop or utilize internal-use software hosted by a third-party vendor. The capitalized implementation costs are recorded as part of Other noncurrent assets on the Consolidated Balance Sheets and is amortized over the length of the service contract within Direct operating costs on the Consolidated Statements of Operations.
Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details.
Impairment of Long-Lived Assets
In accordance with ASC Topic 360, Property, Plant, and Equipment, long-lived assets and intangible assets with determinable useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and would be charged to earnings. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell.
For the year ended December 31, 2023, the Company recognized impairment of long-lived assets of $59.3 million associated with a certain renewable energy asset of which $7.3 million was associated with the plant and equipment asset, and the remainder of which was associated with the favorable PPA contract. Refer to Note 8. Property, Plant and Equipment and Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details. The Company did not recognize any impairment charges on long-lived assets for the period from May 19, 2022 through December 31, 2022.
Notes Receivable
The Company’s notes receivable consists of loans made by the Company, who serves as the debt holder, to different entities serving as borrowers, as a way to finance the development and construction of renewable energy projects. The Company accounts for its notes receivable in accordance with ASC Topic 310, Receivables (“ASC 310”).
In accordance with ASC 310, notes receivable held for investment are reported on the balance sheet at their amortized cost basis. The amortized cost basis is the amount at which a financing receivable or investment is originated or acquired, adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, or other adjustments. The Company's notes receivable were all issued at their respective principal amounts. Interest income will be recognized based on the contractual rate in the loan agreement and any premium or discount will be amortized to interest income using the effective interest rate method. Further, for loans where paid-in-kind interest at the election of the borrower is present and for loans where the rate of interest changes over the life of the loan, such interest rate features will be considered and included in the effective interest rate calculation and recognition of interest income.
The Company classifies its loans on a current (due within 12 months of reporting date) and long term (due in excess of 12 months from reporting date) basis in accordance with stated maturity dates.
Interest income from the notes receivable represents operating income from ordinary business activities and is presented as Other revenue on the Consolidated Statements of Operations.
Refer to Note 7. Notes Receivable and Note 4. Revenue for further details.
Allowance for Credit Losses
The Company establishes a notes receivable loss reserve when available information indicates that it is probable a loss has occurred based on the carrying value of each note receivable within the portfolio and the amount of the loss can be reasonably estimated. Significant judgment is required in determining the notes receivable loss reserve, including estimates of the likelihood of default and the estimated fair value of the collateral, if any. For the year ended December 31, 2023, the Company recorded notes receivable loss reserves of $2.0 million. The Company did not record a loss reserve for the year ended December 31, 2022.
Debt Issuance, Deferred Financing Costs and Debt Discount
Deferred financing costs are amortized over the term of the Company’s financing arrangements using the effective interest method as a component of interest expense. Unamortized deferred financing costs are reflected as an offset to the scheduled principal payments and are presented as a reduction of Long-term debt, net of current portion, on the Consolidated Balance Sheets. Unamortized deferred financing costs related to unfunded commitments are recorded within Other noncurrent assets on the Consolidated Balance Sheets.
As a result of the change in status from the Investment Basis to the Non-Investment Basis, the Company recorded a debt discount given that the fair value of the majority of its debt facilities was lower than the outstanding principal balance. The total debt discount recorded on May 19, 2022, the date of the change in status, was $29.6 million. Unamortized debt discounts are reflected as an offset to the scheduled principal payments and are presented as a reduction to Long-term debt, net of current portion on the Consolidated Balance Sheets.
Refer to Note 11. Debt for further details.
Acquisitions
For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on the fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair value of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, implied rate of return and weighted average cost of capital, asset lives and market multiples, among other items. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred.
Asset acquisitions are measured based on the cost to the Company, including transaction costs. Asset acquisition costs, or the consideration transferred by the Company, are assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash paid to the seller, as well as transaction costs incurred. The cost of an asset acquisition is allocated to the assets acquired based on their relative estimated fair values. Goodwill is not recognized in an asset acquisition.
The Company records contingent consideration related to its asset acquisitions when it is both probable that the Company will be required to pay such amounts and the amount is estimable. These contingencies generally relate to payments due upon the acquired projects reaching milestones as specified in the acquisition agreements.
Refer to Note 3. Acquisitions for further details.
Segment Information
ASC Topic 280, Segment Reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise where discrete financial information is available and evaluated regularly by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company manages its business as two operating segments and two reportable segments. Segment information is consistent with how the CODM reviews the business, makes resource allocation decisions, and assesses performance. Refer to Note 21. Segment Reporting for further details.
Distribution Policy
Distributions to members, if any, will be authorized and declared quarterly by the board of directors of the Company (the “Board of Directors”) in advance and paid monthly in the form of cash or shares. From time to time, the Company may also pay interim special distributions in the form of cash or shares, with the approval of the Board of Directors. Distributions will be made on all classes of shares at the same time. The cash or share distributions paid to the shareholder with respect to the Class C, P-S and P-T shares will be lower than the cash or share distributions with respect to the Company’s other share classes because of the distribution fee associated with the Class C, P-S and P-T shares, which is allocated specifically to such classes. Amounts distributed to each class are allocated amongst the holders of the shares in such class in proportion to their shares.
Refer to Note 18. Equity for further details.
Earnings per Share
In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common members by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the year, adjusted for the effect of potentially dilutive securities. The Company’s potentially dilutive securities consist of unvested share-based compensation awards calculated using the treasury stock method, unless the effect is anti-dilutive.
Refer to Note 3. Acquisitions and Note 20. Earnings Per Share for further details.
Revenue Recognition
The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which provides a five-step model for recognizing revenue as follows:
1.Identify the contract
2.Identify performance obligations
3.Determine the transaction price
4.Allocate the transaction price
5.Recognize revenue
The Company has elected as a practical expedient the accounting policy under which it excludes from the transaction price, sales taxes it collects from its customers assessed by governmental authorities. The Company, therefore, reports revenue net of any sales taxes.
Energy Sales
The Company’s revenue is primarily derived from the sale of power under long-term PPAs. The Company’s PPAs generally have a term between 10-30 years. Customers consist of commercial property owners, corporate entities, municipal entities, and utility companies located within the continental United States and Canada. The Company operates solar, wind, biomass, and battery systems.
Certain of these PPAs are accounted for as leases with variable lease payments. ASC Topic 842, Leases (“ASC 842”), requires variable lease payments to be recorded in the period when the changes in facts and circumstances on which the variable lease payments are based occur. See further detail regarding the Company’s PPAs accounted for as leases in Note 10. Leases.
The Company has identified the sale of renewable energy and capacity, and when bundled into the PPA, RECs, as the performance obligations within its PPAs. The Company transfers control of the electricity and capacity over time, and the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. The RECs bundled into PPAs are generated upon generation of renewable power from our renewable energy-generating assets. Accordingly, the Company has concluded that the sale of electricity, capacity, and when included in the contract, RECs, represent series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Each distinct transfer of electricity in kWh that the Company promises to transfer to the customer meets the criteria to be a performance obligation satisfied over time. The Company recognizes revenue based on the amount metered and invoiced on the basis of the contract prices multiplied by kWh delivered. The Company applies the invoicing practical expedient in circumstances where the amount of revenue recognized is determined based on the output produced.
Renewable Energy Credits Sales and Other Incentives
The Company has concluded the sale of RECs performance obligation that are not required to be generated by a specific renewable energy-generating asset is satisfied at the point in time in which control is transferred to the customer, which may be upon delivery of the attributes or delivery of the related renewable energy, dependent on whether the contract number of RECs is a fixed amount or based upon the amount of power generated. This represents the point in time where the Company has a present right to payment and the customer has significant risks and rewards related to ownership of the RECs.
In a bundled contract to sell energy and RECs, all performance obligations are deemed to be delivered at the same time. In such cases, the Company does not allocate the transaction price to multiple performance obligations.
Contract Amortization
Intangible assets and out-of-market contracts recognized from PPAs and RECs assumed through acquisitions related to the sale of energy in future periods for which the fair value has been determined to be less (more) than market are amortized to revenue over the term of each underlying contract on a straight-line basis.
Investment Management Revenue
The Company also performs investment management and other administrative services for other funds in the sustainable infrastructure renewable energy industry. Such services comprise many activities which constitute a series of distinct services satisfied over time. These activities include capital raising and capital deployment, marketing and other investor relations functions as well as technical asset management, finance and accounting, legal and other administrative services. The performance obligation is satisfied over time because the customer simultaneously receives and consumes the benefits provided by the entity’s performance as the Company performs. The Company utilizes an output method based on time elapsed to measure progress towards satisfaction of the performance obligation.
Interest Revenue
Interest revenue relates to the Company's secured loans to developers within the renewable energy industry. To the extent the Company expects to collect such amounts, interest revenue is recorded on an accrual basis. If there is reason to doubt an ability to collect such interest, interest receivable on loans is not accrued for accounting purposes. Original issuance discounts, market discounts or market premiums are accreted or amortized using the effective interest method as interest revenue. Prepayment premiums on loans are recorded as interest revenue when received. Any application, origination or other fees earned by the Company in arranging or issuing debt are amortized over the expected term of the loan.
Loans are placed on non-accrual status when there is a reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as revenue or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are generally restored to accrual status when past due principal and interest are paid and, in management’s judgment, are likely to remain current.
Refer to Note 4. Revenue for further details.
Asset Retirement Obligations
Asset retirement obligations (“AROs”), are accounted in accordance with ASC Topic 410-20, Asset Retirement Obligations (“ASC 410-20”). AROs associated with long-lived assets included within the scope of ASC 410-20 are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. ASC 410-20 requires an entity to recognize the fair value of a liability for an ARO in the period in which it is incurred and a reasonable estimate of fair value can be made.
Upon initial recognition of a liability for an ARO, the asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. The Company's AROs are primarily related to the future dismantlement of solar or wind equipment placed on leased property at the end of the contractual term. As part of the Company’s change in status as discussed previously, the Company determined the fair value of the AROs as of May 19, 2022.
Refer to Note 13. Asset Retirement Obligations for further details.
Deferred Sales Commissions
The Company defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of such shares are recorded as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of: (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the Company; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of: (1) the date which approximates an expected liquidity event for the Company; or (2) the expected holding period of the investment. The upfront liability is calculated at the time of sale, using the 85 basis points per annum fee multiplied by the expected holding period of such share. Deferred sales commissions for Class C, P-T and P-S shares are paid monthly, in the form of a reduction to shareholder distributions, to the third-party dealer manager at a rate equal to 1/12th of the 85 basis points per annum fee. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained.
As of December 31, 2023 and 2022, the Company recorded a liability for deferred sales commissions in the amount of $10.3 million and $11.0 million, respectively, of which $3.5 million and $3.7 million, respectively, are included in Other current liabilities and the remaining $6.8 million and $7.3 million, respectively, are included in Other noncurrent liabilities on the Consolidated Balance Sheets.
Share-based Compensation
The Company grants certain share-based compensation awards under the Greenbacker Renewable Energy Company LLC 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The grant date fair value for restricted share units granted under the 2023 Equity Incentive Plan is determined based on the MSV of the Company’s Class P-I shares on the business day prior to the grant, reduced by the present value of the expected dividends during the vesting period. Additionally, in connection with the Acquisition, certain of the Earnout Shares that were issued to Group LLC as part of the consideration were subsequently issued by Group LLC to certain employees of the Company in exchange for their employment services post-Acquisition. The Company accounts for these awards in accordance with ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). Share-based compensation costs are primarily recognized over the applicable requisite service period of the award, generally using the straight-line method. Forfeitures are recorded as incurred.
Refer to Note 3. Acquisitions and Note 19. Share-based Compensation for further details.
Derivative Instruments
ASC Topic 815, Derivatives and Hedging (“ASC 815”), requires companies to recognize all of its derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated under hedge accounting and qualifies as part of a hedging relationship and on the type of hedging relationship. For derivative instruments that are designated and qualify as hedging instruments, an entity must designate the hedging instrument based upon the exposure being hedged. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the Consolidated Statements of Operations during the current period. The Company only uses derivative financial instruments to the extent necessary to hedge identified business risks and does not hold or issue derivative financial instruments for trading purposes. When there is a master netting agreement with a financial institution, any gain or loss on interest rate swaps with the same financial institution are netted for financial statement presentation.
The Company entered into certain interest rate swaps to manage its interest rate risk and accounts for these as derivative instruments under ASC 815. The Company designates qualifying interest rate derivatives as a hedge of a forecasted transaction of the variability of cash flows to be paid related to a recognized liability under a cash flow hedge. Under a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings and is recorded to the same income statement line item as the hedged item. The changes in the fair value of derivatives that do not qualify for hedge accounting or are not designated as hedging instruments are recognized immediately in current earnings. Cash flows on hedges are classified in the Consolidated Statements of Cash Flows the same as cash flows of the items being hedged.
The Company documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions, at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific forecasted transactions. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair values or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable of occurring, or a treatment of the derivative as a hedge is no longer appropriate or intended. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods during which the hedged transactions will affect earnings.
Refer to Note 12. Derivative Instruments for further details.
Income Taxes
The Company intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that the Company will not meet the qualifying income exception and will not qualify to be treated as a partnership. If the Company does not meet the qualifying income exception, the members would then be treated as stockholders in a corporation, and the Company would become taxable as a corporation for U.S. federal income tax purposes under the Internal Revenue Code. The Company would be required to pay income tax at corporate rates on its net taxable income. To the extent of the Company’s earnings and profits, the payment of the distributions would not be deductible by the Company, and distributions to members from the Company would constitute dividend income taxable to such members.
The Company conducts substantially all its operations through its wholly owned subsidiary, GREC, which is a corporation that is subject to federal, state, provincial, local and foreign income taxes based on income. Accordingly, most of its operations will be subject to federal, state, provincial, local and foreign income taxes in the jurisdictions in which it operates. As of December 31, 2023 and 2022, including territories and provinces, the Company operates in 36 jurisdictions.
Income taxes are accounted for under the assets and liabilities method. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between items that are recognized in the Consolidated Financial Statements and tax returns in different years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
PTCs are recognized as wind energy from qualified projects is generated and sold based on a per kWh rate prescribed in applicable federal and state statutes. The tax benefits of PTCs are recognized as either reductions to current income taxes payable, unless limited by tax law, in which instance they are deferred tax assets with a carry forward period of 20 years. The Company recognizes ITCs as a reduction to income tax expense when the related energy property is placed into service.
For income tax benefits to be recognized, including uncertain tax benefits, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of the benefit that is more likely than not to be realized upon ultimate settlement. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties associated with income taxes, if any, will be recognized in general and administrative expense.
The Company follows the authoritative guidance on accounting for uncertainty in income taxes and has concluded it has no material uncertain tax positions to be recognized at this time.
Leases
In February 2016 and as subsequently modified, the FASB issued ASU No. 2016-02, Leases, or ASC 842, with the objective to increase transparency and comparability among organizations related to their leasing arrangements. This comprehensive new standard amends and supersedes existing lease accounting guidance and is intended to increase transparency and comparability among organizations by recognizing ROU lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. Lease expense continues to be recognized in a manner similar to legacy U.S. GAAP. As of December 31, 2022, the Company was no longer considered an “emerging growth company” pursuant to the provisions of the JOBS Act, enacted on April 5, 2012. For as long as the Company was an “emerging growth company,” we were permitted to take advantage of certain exemptions from various reporting requirements or extended transition periods for complying with new or revised accounting standards, including adoption of this ASU for fiscal years beginning after December 15, 2021. The Company adopted ASC 842 effective January 1, 2022 using the modified retrospective approach.
Under ASC 842, a lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (i.e., an identified asset) for a period of time in exchange for consideration. The Company’s contracts determined to be or to contain a lease include explicitly or implicitly identified assets where the lessee has the right to control the use of the assets during the lease term.
To reduce the burden of adoption and ongoing compliance with ASC 842, a number of practical expedients and policy elections are available under the new guidance. The Company elected the “package of practical expedients” permitted under the transition guidance, which allowed the Company to not reassess whether contracts entered into prior to adoption are or contain leases and also allowed the Company to carryforward the historical lease classification for existing leases. The Company also elected the hindsight practical expedient and therefore reassessed the lease term for existing leases.
The Company made an accounting policy election under ASC 842 not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease.
Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index). Certain leases require variable lease payments based on the amount of energy generation of the related assets which are recorded in variable lease expense or revenue depending upon whether the Company is the lessee or lessor in the arrangement. Subsequent changes based on an index and other periodic market-rate adjustments to base rent are recorded in Direct operating costs on the Consolidated Statements of Operations in the period incurred.
The Company’s leases may include non-lease components representing additional services transferred to the Company, such as common area maintenance for real estate. The Company made an accounting policy election for each class of underlying asset not to separate non-lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. Non-lease components that are variable in nature are recorded in Direct operating costs in the period incurred.
The Company uses its incremental borrowing rate to determine the present value of lease payments as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment.
Upon adoption, the Company recognized ROU assets and lease liabilities for operating leases in the amount of $0.2 million and $0.2 million, respectively, related to office leases where the Company was the lessee as of January 1, 2022. The remainder of the Company’s leases as of December 31, 2023 were acquired in the Acquisition, recognized as part of the transition to a Non-Investment Basis, or entered into subsequent to May 19, 2022. The cumulative effect adjustment recorded to the opening balance of retained earnings upon adoption was not material to the Consolidated Balance Sheet.
Refer to Note 10. Leases for further details.
Risks and Uncertainties
The Company’s business and the success of its strategies are affected by global and national economic, political and market conditions generally and also by the local economic conditions where its assets are located. Certain external events such as public health crises (such as COVID-19), natural disasters and geopolitical events, including the ongoing conflict between Russia, Belarus and Ukraine, and the more recent conflict between Israel and Hamas, have recently led to increased financial and credit market volatility and disruptions, leading to record inflationary pressure, rising interest rates, supply chain issues, labor shortages and recessionary concerns. In response to inflationary pressure, the Federal Reserve and other global central banks raised interest rates in 2022 and 2023. The full impact of such external events on the financial and credit markets and consequently on the Company’s future financial conditions and results of operations is uncertain and cannot be fully predicted. The Company will continue to monitor these events and will adjust its operations as necessary.
Concentration of Risk
The Company’s derivative financial instruments and PPAs potentially subject the Company to concentrations of credit risk. The maximum exposure to loss due to credit risk of counterparties to either, (i) the Company’s derivative financial instruments or (ii) the Company’s PPAs, would generally equal (a) the fair value of derivative financial instruments presented in the Company’s Consolidated Balance Sheets or (b) the revenue otherwise expected to be earned under the terms of the PPAs had the relevant offtakers performed their obligations. The Company manages this credit risk by maintaining a diversified portfolio of creditworthy counterparties.
The Company determines which customers, if any, comprise over ten percent of either revenue or accounts receivable. The Company had no customers from which revenue was over ten percent of total revenue for the year ended December 31, 2023. The Company had one customer from which revenue was 11.8% of total revenue for the period from May 19, 2022 through December 31, 2022. As of December 31, 2023, the Company had one customer from which the receivable balance was 24.4% of total accounts receivable. No one customer receivable balance represented ten percent or more of accounts receivable as of December 31, 2022.
Refer to Note 12. Derivative Instruments and Note 4. Revenue for further details.
Recently Issued Accounting Pronouncements
Effective January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, which provides financial statement users with more useful information about the current expected credit losses and changes how entities measure credit losses on financial instruments and the timing of when such losses are recognized by utilizing a lifetime expected credit loss measurement. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
Effective January 1, 2023, the Company adopted ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of Reference Rate Reform on Financial Reporting,” which provides companies with optional financial reporting alternatives to reduce the cost and complexity associated with the accounting for contracts and hedging relationships affected by reference rate reform. The amendments apply to contracts and hedging relationships that reference the LIBOR or another reference rate to be discontinued because of reference rate reform. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” that would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its CODM uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is still evaluating the impact of this ASU and the impact on its Condensed Consolidated Financial Statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. For public business entities, the amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. The Company is still evaluating the impact of this ASU and the impact on its Consolidated Financial Statements and related disclosures.
Changes to U.S. GAAP are established by the FASB in the form of ASUs to the FASB Accounting Standards Codification. ASUs issued which are not specifically listed above were assessed and have already been adopted in a prior period or determined to be either not applicable or are not expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
Significant Accounting Policies
Basis of Presentation
The LLC’s Consolidated Financial Statements are prepared in accordance with U.S. GAAP, which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Actual results could differ from those estimates, assumptions and judgments. Significant items subject to such estimates will include determining the fair value of investments, revenue recognition, income tax uncertainties and other contingencies. As of and prior to May 18, 2022, the Consolidated Financial Statements of the LLC include the accounts of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to the LLC. All intercompany accounts and transactions have been eliminated.
Since inception and through May 18, 2022, the LLC’s Consolidated Financial Statements were prepared using the specialized accounting principles of ASC 946. In accordance with this specialized accounting guidance, also referred to as the Investment Basis, the LLC recognized and carried all its investments, including investments in the underlying operating entities, at fair value with changes in fair value recognized in earnings. Additionally, the LLC did not apply the equity method of accounting to its investments. The LLC carried its liabilities at amounts payable, net of unamortized premiums or discounts. The LLC did not elect to carry its non-investment liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities.
The financial information associated with the Consolidated Financial Statements under the Investment Basis has been prepared by management and, in the opinion of management, contains all adjustments and eliminations necessary for a fair presentation in accordance with U.S. GAAP.
The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding.
Basis of Consolidation
As provided under Regulation S-X and ASC 946, the LLC would generally not consolidate its investment in a company other than a wholly owned investment company or controlled operating company whose business consists of providing services to the LLC. Accordingly, the LLC consolidated in its Consolidated Financial Statements the accounts of certain wholly owned subsidiaries that meet the criteria. All significant intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
Cash consists of demand deposits at a financial institution. Such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits. The LLC has not experienced any losses in any such accounts.
Restricted Cash
Restricted cash consists of cash accounts or letters of credit that are restricted for use on specific investments.
Foreign Currency Translation
The accounting records of the LLC are maintained in U.S. Dollars. The fair value of investments and other assets and liabilities denominated in non-U.S. currencies are translated into U.S. Dollars using the exchange rate at the end of each reporting period. Amounts related to the purchases and sales of investments, investment income and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions.
Net unrealized currency gains and losses arising from valuing foreign currency-denominated assets and liabilities at the current exchange rate are reflected as part of Net change in unrealized appreciation (depreciation) on Foreign currency translation in the Consolidated Statement of Operations.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
Valuation of Investments at Fair Value
ASC Topic 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value. The LLC recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transaction costs that may be incurred upon disposition of the investments.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability.
GCM has established procedures to estimate the fair value of its investments that the LLC’s Board of Directors has reviewed and approved. To the extent that such market data is available, the LLC will use observable market data to estimate the fair value of investments. In the absence of quoted market prices in active markets, or quoted market prices for similar assets in markets that are not active, the LLC will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances. These methodologies incorporate the LLC’s assumptions about the factors that a market participant would use to value the asset.
The LLC considers investments in money market funds to be short-term investments. Short-term investments are stated at cost, which approximates fair value.
For investments for which quoted market prices are not available, which comprise most of our investment portfolio, fair value is estimated by using the cost, income or market approach. The income approach assumes that value is created by the expectation of future benefits, discounted by a risk premium, to calculate a current cash value. This estimate is the fair value: the amount an investor would be willing to pay to receive those future benefits. The market approach compares either recent comparable transactions to the investment or an offer to purchase an investment based upon a qualified bid: a signed term sheet and/or a signed purchase agreement. Adjustments to proposed prices are made to account for the probability of the deal closing, changes between proposed and executed terms, and any dissimilarity between the comparable transactions and their underlying investments. If multiple bids are qualified in the same valuation period, a blended market approach will be calculated.
Prior to the second quarter of 2020, fair value for pre-operational assets was approximated using the cost approach. Beginning in the second quarter of 2020, GCM expanded the criteria whereby certain pre-operational assets are identified and qualified for the income approach, rather than the cost approach, for approximating fair value. GCM considers all owned assets that are fully construction-ready with no impediments to begin construction and where the costs to complete such projects are well understood for the income approach. The fair value of such eligible projects is determined based upon a discounted cash flow methodology. If the portfolio has any significant portion of value that remains subject to negotiation or contract or if other significant risks to complete the project exist, the investment may be held at cost, as an approximation of fair value. These valuation methodologies involve a significant degree of judgment by GCM.
In determining the appropriate fair value of an investment using these approaches, the most significant information and assumptions include, as applicable: available current market data, including relevant and applicable comparable market transactions, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the investment’s ability to make payments, its earnings and discounted cash flows, the markets in which the project does business, comparisons of financial ratios of peer companies that are public, comparable mergers and acquisitions, the principal market and enterprise values and environmental factors, among other factors.
The estimated fair values will not necessarily represent the amounts that may be ultimately realized due to the occurrence or non-occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of the valuation of the investments, the estimate of fair values may differ significantly from the value that would have been used had a broader market for the investments existed.
The authoritative accounting guidance prioritizes the use of market-based inputs over entity-specific inputs and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows:
Level 1:    Unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2:    Other significant observable inputs that are sourced either directly or indirectly from publications or pricing services, including dealer or broker markets, for identical or comparable assets or liabilities. Generally, these inputs should be widely accepted and public, non-proprietary and sourced from an independent third party.
Level 3:    Inputs derived from a significant amount of unobservable market data and derived primarily through the use of internal valuation methodologies.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls will be determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of an input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.
Calculation of Net Asset Value
NAV by share class is calculated by subtracting total liabilities for each class from the total carrying amount of all assets for that class, which includes the fair value of investments. NAV per share is calculated by dividing net asset value for each class by the total number of outstanding common shares for that class on the reporting date. For purposes of calculating our NAV, the LLC carries all liabilities at cost.
Earnings per Share
In accordance with the provisions of ASC Topic 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common members by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.
The following information sets forth the computation of the weighted average basic and diluted net increase in net assets attributed to common members per share and net investment loss per share for the period from January 1, 2022 through May 18, 2022.
(in thousands, except per share data) For the period from January 1, 2022 through May 18, 2022
Basic and diluted
Net investment loss $ (4,886)
Net increase in net assets attributed to common members $ 30,777
Net investment loss per share $ (0.03)
Net increase in net assets attributed to common members per share $ 0.18
Weighted average common shares outstanding 174,130
Revenue Recognition
To the extent the LLC expects to collect such amounts, interest income is recorded on an accrual basis. If there is reason to doubt an ability to collect such interest, interest receivable on loans is not accrued for accounting purposes. Original issue discounts, market discounts or market premiums are accreted or amortized using the effective interest method as interest income. Prepayment premiums on loans are recorded as interest income when received. Any application, origination or other fees earned by the LLC in arranging or issuing debt are amortized over the expected term of the loan.
Loans are placed on non-accrual status when principal and interest are 90 days or more past due, or when there is a reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are generally restored to accrual status when past due and principal and interest is paid and, in management’s judgment, is likely to remain current.
Dividend income is recorded when dividends are declared and determined that collection is probable. The timing and amount of dividend income is determined on at least a quarterly basis and, in certain cases, can only be determined quarterly based on the underlying project company agreements. This process includes an analysis at the individual project company level based on cash available from operations and working capital needed for the project company operations. Dividend income from the LLC's privately held, equity investments is recognized when approved.
Dividend income as reported on the Consolidated Statement of Operations reflects dividend income from project companies less any expenses incurred by the LLC or GREC for the services provided by Greenbacker Administration directly relating to the ongoing operation of the project companies.
Administrator Expenses
Greenbacker Administration served as the LLC’s administrator from commencement of operations through May 18, 2022. Under the terms of the Administration Agreement between the LLC, GREC and the Administrator, certain asset management, construction management, compliance and oversight services, as well as asset accounting and administrative services, were performed by the Administrator. The Administration Agreement was terminated in connection with the Acquisition. The fees incurred for these services are recorded as a reduction to Dividend income in the Consolidated Statement of Operations to the extent that there is sufficient dividend income from the individual project entities. Administrator expenses in excess of dividend income are recorded with Operating expenses on the Consolidated Statement of Operations.
For the period from January 1, 2022 through May 18, 2022, the LLC incurred expenses from the Administrator in excess of the dividend income from the project companies due to the structure of certain of the project company agreements that only allow for distributions to be determined quarterly. The Administrator expense in excess of dividend income was $2.2 million and was recorded as Administrator expenses on the Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments
Without regard to unrealized appreciation or depreciation previously recognized, realized gains or losses will be measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset. Net change in unrealized appreciation or depreciation will reflect the change in investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
Payment-in-Kind
For loans with contractual payment-in-kind interest, if the fair value of the investment indicates that such interest is collectible, any interest will be added to the principal balance of such investments and be recorded as income.
Distribution Policy
Distributions to members, if any, will be authorized and declared by the LLC's Board of Directors quarterly in advance and paid monthly. From time to time, we may also pay interim special distributions in the form of cash or shares, with the approval of our Board of Directors. Distributions will be made on all classes of shares at the same time. The cash distributions paid to the shareholder with respect to the Class C, P-S and P-T shares will be lower than the cash distributions with respect to the LLC’s other share classes because of the distribution fee associated with the Class C, P-S and P-T shares, which is allocated specifically to these classes' net assets. Amounts distributed to each class are allocated amongst the holders of the shares in such class in proportion to their shares. Distributions declared by our Board of Directors are recognized as distribution liabilities on the ex-dividend date.
Organization and Offering Costs
O&O costs other than sales commissions and the dealer manager fee, were initially paid by GCM and/or dealer manager on behalf of the LLC in connection with its formation and the offering of its shares pursuant to now-terminated Registration Statements on Form S-1 (File No. 333-178786-01 and File No. 333-211571, respectively).
Prior to the Acquisition, the LLC was obligated to reimburse GCM for O&O costs that it incurred on behalf of the LLC, in accordance with the Advisory Agreement. However, with respect to the LLC’s public offerings, the aggregate of selling commissions, dealer manager fees and other O&O costs borne by the LLC was not to exceed 15.00% of gross offering proceeds.
Offering costs incurred by GCM in conjunction with the offering of shares of Class P-A, P-S, P-T and P-D under our private placement memoranda were subject to the reimbursement by the LLC up to 0.50% (50 basis points) of gross offering proceeds for each such class of shares. The costs incurred by GCM prior to the Acquisition and costs incurred by our dealer manager were recognized as a liability of the LLC to the extent that the LLC was obligated to reimburse GCM and/or dealer manager. When recognized by the LLC, organizational costs are expensed and offering costs, excluding selling commissions and dealer manager fees, were recognized as a reduction of the proceeds from the offering. In connection with the Acquisition, all O&O costs due to GCM were paid concurrently with the closing of the Acquisition on May 19, 2022. Following the Acquisition, the LLC is no longer obligated to reimburse GCM for O&O costs.
Financing Costs
Financing costs incurred by the LLC for the issuance of debt liabilities are deferred and amortized using the straight-line method over the life of the debt liability. Financing costs related to debt liabilities incurred by the LLC are presented as a direct deduction from the carrying amount of that debt liability.
Return of Capital Receivable
For operational assets, if the project company has inadequate cash to fund day-to-day expenses, the LLC will loan funds to that project company through an investment. Once the project company has adequate cash, they will repay the loan by sending a return of capital distribution.
Performance Participation Fee
Under the Fourth Operating Agreement, the incentive fee payable by the LLC was simplified to be structured with two components: the “Performance Participation Fee” and the “Liquidation Performance Participation Fee” (each as defined in Note 4. Related Party Agreements and Transaction Agreements). Prior to the Acquisition, the Performance Participation Fee was based on the LLC's total return amount during the relevant calculation period. The calculation of the Performance Participation Fee is further detailed in Note 4. Related Party Agreements and Transaction Agreements. The Performance Participation Fee was accounted for and classified as an operating expense and reflected as the Performance participation fee on the Consolidated Statement of Operations. The Performance participation fee recorded on the Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022 is $0.4 million.
Deferred Sales Commissions
The LLC defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of the Class C shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the LLC; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) the date which approximates an expected liquidity event for the LLC; or (2) the expected holding period of the investment. The upfront liability is calculated at the time of sale, using the 85 basis points per annum fee, multiplied by the expected holding period of such share. Deferred sales commissions for Class C, P-T and P-S are paid monthly, in the form of a reduction to shareholder distributions, to the third-party dealer manager at a rate equal to 1/12th of 85 basis points. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained.
Reclassifications
Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications had no impact on prior periods’ results.
Derivative Instruments
The LLC may utilize interest rate swaps to modify interest rate characteristics of existing debt obligations to manage interest rate exposure. These are recorded at fair value either as assets or liabilities with changes in the fair value of interest rate swaps during the period recognized as either an unrealized appreciation or depreciation in the accompanying Consolidated Statements of Operations. On the expiration, termination or settlement of a derivatives contract, the LLC generally records a gain or loss. When there is a master netting agreement with a financial institution, any gain or loss on interest rate swaps with the same financial institution are netted for financial statement presentation.
The effect of derivative instruments on the Consolidated Statement of Operations
(in thousands)
Risk Exposure Change in net unrealized appreciation on derivative transactions for the period from January 1, 2022 through May 18, 2022
Swaps
Interest Rate Risk $ 35,266
$ 35,266

(in thousands)
Risk Exposure Other expenses for the period from January 1, 2022 through May 18, 2022
Swaps
Interest Rate Risk $ 651
$ 651
By using derivative instruments, the LLC is exposed to the counterparty’s credit risk — the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The LLC’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the Consolidated Financial Statements. As appropriate, the LLC minimizes counterparty credit risk through credit monitoring procedures and managing margin and collateral requirements.
During December 2021, the LLC entered into an agreement for the purpose of hedging our investment in a pre-operating solar facility that the LLC has contracted to acquire. The derivative instrument has a trade date of December 15, 2021, an effective date of March 31, 2024 and an initial notional amount of $284.7 million. The fixed rate is 1.60%. Per the terms of the agreement, the swap is contingent on the transaction closing. While the transaction has not yet closed, in order to lock in the terms, the LLC made a payment for the amount of $5.0 million to be maintained as cash collateral.
Income Taxes
The LLC intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that the LLC will not meet the qualifying income exception and will not qualify to be treated as a partnership. If the LLC does not meet the qualifying income exception, the members would then be treated as stockholders in a corporation, and the LLC would become taxable as a corporation for U.S. federal income tax purposes under the Internal Revenue Code, the LLC would be required to pay income tax at corporate rates on its net taxable income. To the extent of the LLC’s earnings and profits, and the payment of the distributions would not be deductible by the LLC, distributions to members from the LLC would constitute dividend income taxable to such members.
The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC, which is a corporation that is subject to federal, state, provincial, local and foreign income taxes based on income. Accordingly, most of its operations will be subject to U.S. federal, state, provincial, local and foreign income taxes in the jurisdictions in which it resides. As of May 18, 2022, including territories and provinces, the portfolio resides in 36 jurisdictions.
Income taxes are accounted for under the assets and liabilities method. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between items that are recognized in the Consolidated Financial Statements and tax returns in different years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
For income tax benefits to be recognized, including uncertain tax benefits, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of the benefit that is more likely than not to be realized upon ultimate settlement. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties associated with income taxes, if any, will be recognized in general and administrative expense.
The LLC does not consolidate its investments for financial statements; rather, it accounts for its investments at fair value under the specialized accounting of ASC 946. The tax attributes of the individual investments will be considered and incorporated in the LLC’s fair value estimates for those investments. The amounts recognized in the Consolidated Financial Statements for unrealized appreciation and depreciation will result in a difference between the Consolidated Financial Statements and the cost basis of the assets for tax purposes. These differences will be recognized as deferred tax assets and liabilities. Generally, the entities that hold the LLC’s investments will be included in the consolidated tax return of GREC and the differences between the amounts recognized for financial statement purposes and the tax return will be recognized as additional deferred tax assets and liabilities.
The LLC follows the authoritative guidance on accounting for uncertainty in income taxes and has concluded it has no material uncertain tax positions to be recognized at this time.
The LLC assessed its tax positions for all open tax years as of May 18, 2022 for all U.S. federal and state tax jurisdictions for the years 2014 through 2021. The results of this assessment are included in the LLC’s tax provision and deferred tax assets as of May 18, 2022.
The effective tax rate for the period from January 1, 2022 through May 18, 2022 is 22.5%. For the period from January 1, 2022 through May 18, 2022, the primary items giving rise to the difference between the 21.0% statutory rate for corporations and the 22.5% effective tax rate are state taxes, federal tax credits, and other permanent differences primarily related to expenses recorded at the partnership level which are not taxable.

v3.24.1

Acquisitions
12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions
Note 3. Acquisitions
2023 Transactions
For acquisitions in which the Company acquires assets, including intangible assets, and assumes liabilities that do not constitute a business, the amount of the purchase consideration is equal to the fair value of the net assets acquired. The purchase consideration, including transaction costs, is allocated to the individual assets and liabilities assumed based on their relative fair values.
During the year ended December 31, 2023, the Company acquired membership interests in 18 renewable energy projects, all of which were either in development or under construction, for a total consideration of $41.4 million. The purchase price of the assets acquired during the year ended December 31, 2023 was allocated on a relative fair value basis to the assets acquired. For the year ended December 31, 2023, $37.1 million and $4.3 million were allocated to Property, plant and equipment, net and Intangible assets, net, respectively, on the Consolidated Balance Sheets. Intangible assets acquired were favorable PPA assets with a weighted-average amortization period of 21.6 years.
2022 Transactions
Management Internalization
On May 19, 2022, the Company completed a management internalization transaction pursuant to which it acquired substantially all of the business and assets including intellectual property and personnel of its external advisor, GCM, Greenbacker Administration and GDEV GP (collectively, the “Acquired Entities”). All of the acquired business and assets were immediately thereafter contributed by the Company to GREC. Additionally, as a result of the Acquisition, the Company acquired a controlling interest in GDEV and, as such, in connection with the Acquisition, consolidated the results of operations and financial position of GDEV. Refer to Note 2. Significant Accounting Policies and Note 5. Variable Interest Entities for additional discussion, including the subsequent deconsolidation of GDEV.
The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM’s former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements.
In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13.1 million of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share. The number of Class P-I shares issued in the transaction was based on $8.798 per Class P-I share, the last reported net asset value published by the Company on March 31, 2022 (or an aggregate value of $214.4 million, net of seller related deal fees and expenses paid by the Company). In accordance with ASC 805, the Company is required to determine the fair value of consideration transferred as of the Acquisition close date of May 19, 2022, which value was determined to be $8.81 per Class P-I share (or an aggregate value of $214.7 million, net of seller related deal fees and expenses paid by the Company). In December 2022, the consideration was finalized, and 27.9 thousand additional Class P-I shares (or an aggregate value of $0.2 million, net of seller related deal fees and expenses paid by the Company) were issued to Group LLC.
The Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares.” The Earnout Shares comprised 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares (consisting of 0.4 million Class A Tranche 3 Earnout Shares and 4.0 million Class B Tranche 3 Earnout Shares). All of the Earnout Shares except for the Class B Tranche 3 Earnout Shares were considered purchase consideration in the Acquisition (see below under “Share-based compensation” for further discussion of the Class B Tranche 3 Earnout Shares). Each separate series of Earnout Shares initially do not have the right to participate in any distributions payable by the Company. However, upon the achievement of separate benchmark quarter-end run-rate revenue targets applicable to each series, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become “Participating Earnout Shares.” The run-rate revenue of the Company or GREC (the “Run Rate Revenue”) upon which the benchmark targets are based is determined primarily by the calculation of third-party management fee revenue during each quarter and additional capital raised from the closing of the Acquisition through December 31, 2025 (as may be extended to December 31, 2026 upon the achievement of certain Run Rate Revenue targets).
The Earnout Shares may become Participating Earnout Shares as follows: (i) if the Run Rate Revenue during any calendar quarter exceeds $8.3 million but is less than $12.5 million, 2.9 million of the Tranche 1 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Tranche 1 Earnout Shares becoming Participating Earnout Shares ratably up to $12.5 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $12.5 million, 100% of the Tranche 1 Earnout shares will automatically achieve the status of Participating Earnout Shares; (ii) if the Run Rate Revenue during any calendar quarter exceeds $16.7 million but is less than $25.0 million, 2.9 million of the Tranche 2 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Tranche 2 Earnout Shares becoming Participating Earnout Shares ratably up to $25.0 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $25.0 million, 100% of the Tranche 2 Earnout shares will automatically achieve the status of Participating Earnout Shares; and (iii) if the Run Rate Revenue during any calendar quarter exceeds $25.0 million but is less than $37.5 million, the Class A Tranche 3 Earnout Shares and 2.5 million of the Class B Tranche 3 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Class B Tranche 3 Earnout Shares becoming Participating Earnout Shares ratably up to $37.5 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $37.5 million, 100% of the Tranche 3 Earnout shares will automatically achieve the status of Participating Earnout Shares.
Upon achieving Participating Earnout Share status, such Earnout Shares will become entitled to priority allocations of profits and increases in value from the Company, and will (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares, subject to, with respect to (i) and (iv), the allocation of sufficient amounts to the Earnout Shares. At its election, a holder may convert its Participating Earnout Shares into Class P-I shares after the holder’s Earnout Shares have been allocated sufficient profits or increases of value from the Company. Refer to Note 18. Equity for additional details.
The aggregate purchase consideration transferred from the Company to Group LLC in exchange for the equity interests in the Acquired Entities totaled $335.0 million assuming the then share price of $8.798 per share, the last reported net asset value published by the Company on March 31, 2022. In accordance with ASC 805, the Company is required to determine the fair value of consideration transferred as of the Acquisition close date of May 19, 2022. The aggregate purchase consideration is valued at $294.1 million, which was paid in the form of the Class P-I shares (“Equity consideration” in the table below) and all of the Earnout Shares, except for the Class B Tranche 3 Earnout Shares (“Contingent consideration” in the table below) as described above. As of the Acquisition close date, the fair value of the Class P-I shares was determined to be $8.81 per Class P-I share. As of the Acquisition close date, the fair value of the contingent consideration was estimated to be $73.6 million, which is included in Contingent consideration on the Consolidated Balance Sheets. The Earnout Shares included in purchase consideration were classified as contingent consideration liabilities and are subject to recurring fair value measurements. As of December 31, 2023 and 2022, the fair value of the contingent consideration was $42.3 million and $75.7 million, respectively. The $33.4 million total change of the contingent consideration consists of a $0.6 million decrease in fair value and a $32.8 million change due to 3.7 million shares becoming participating in 2023. The total change in fair value of contingent consideration is included in General and administrative expenses on the Consolidated Statements of Operations. The following is a summary of the purchase consideration, as well as the fair value of the NCI in GDEV GP and GDEV at the acquisition date:
(in thousands)
May 19, 2022 Adjustments May 19, 2022 as Adjusted
Fair value of consideration transferred:
Equity consideration $ 214,927 $ — $ 214,927
Contingent consideration 73,600 — 73,600
Assumed expenses of Group LLC 6,227 — 6,227
Assumed debt (paid at closing)
1,500 — 1,500
Extinguishment of liabilities (2,171) — (2,171)
Total purchase consideration $ 294,083 $ — $ 294,083
Fair value of the Company’s investment in GDEV (held before the Acquisition) 3,768 — 3,768
Fair value of the NCI in GDEV GP 533 (192) 341
Fair value of the NCI in GDEV 45,446 491 45,937
Total amount to allocate to net assets acquired and consolidated $ 343,830 $ 299 $ 344,129
As a result of the Company obtaining control over GDEV, the Company’s previously held interest in GDEV was remeasured to fair value. The Company’s interest in GDEV had previously been measured at fair value under ASC 946 and therefore the remeasurement did not result in an adjustment or gain or loss recognized.
The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired, and liabilities assumed, based upon their estimated fair values as of the acquisition date. In conjunction with the application of the acquisition method of accounting, the Company recognized the NCI in GDEV GP and GDEV at fair value as of the acquisition date. The fair value of the NCI, a Level 3 fair value measurement, was determined based upon a discounted cash flow methodology.
The excess of the purchase price over the tangible and intangible assets acquired, and liabilities assumed, has been recorded as Goodwill on the Consolidated Balance Sheets. The Acquisition resulted in recorded goodwill of $221.3 million as a result of a higher consideration multiple paid driven by quality of the operations, including the workforce, and how the Company expects to leverage and scale the business to create additional value for its shareholders.
The Company evaluates this goodwill for impairment on an annual basis and does not amortize the acquired goodwill balance for financial statement purposes. Goodwill is not expected to be deductible for income tax purposes. As part of the purchase price allocation, the goodwill was allocated $200.3 million to the IPP segment and $21.0 million to the IM segment. Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further discussion on the goodwill recorded as a result of the Acquisition.
During 2022, the Company made certain adjustments to the estimated fair value of the assets and liabilities assumed at the date of the Acquisition and the resulting consolidation of GDEV GP and GDEV. During the three months ended December 31, 2022, the Company finalized the purchase accounting for the Acquisition. The adjusted purchase price allocation is reflected in the accompanying Consolidated Balance Sheets as of December 31, 2023 and 2022. The following table details the purchase price allocation as of May 19, 2022 before adjustment, the adjustments made during the three months ended December 31, 2022 and the adjusted purchase price allocation as of May 19, 2022. No adjustments were made during the year ended December 31, 2023.
(in thousands)
May 19, 2022 2022 Adjustments May 19, 2022 as Adjusted
Net working capital (including cash) $ 8,819 $ — $ 8,819
Property, plant and equipment 75 — 75
Investments, at fair value and other noncurrent assets 42,356 — 42,356
Trademarks 2,800 — 2,800
Channel partner relationships 95,100 (400) 94,700
Carried interest 279 (279) —
Other liabilities (760) — (760)
Deferred tax liability (25,779) 604 (25,175)
Goodwill 220,940 374 221,314
Sum of acquired and consolidated net assets $ 343,830 $ 299 $ 344,129
The fair values of the acquired trade accounts receivables, prepaid and other current assets, accounts payable and accrued expenses, and other current liabilities approximate their carrying values due to the short-term nature of the expected timeframe to collect the amounts due, realize the balances, or settle the amounts payable, accrued expenses. The related cash inflows or outflows are not expected to materially vary from the contractual amounts.
As part of the purchase price allocation, the Company also determined the identifiable intangible assets were: (i) channel partner relationships, and (ii) trademarks. The fair values of the intangible assets were estimated using the income approach, specifically the multi-period excess earnings method. The discounted cash flows used in the fair value determination of these intangible assets were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. These non-recurring fair value measurements are primarily determined using these unobservable inputs. Accordingly, these fair value measurements are classified within Level 3 of the fair value hierarchy.
The following table summarizes the acquired goodwill and identifiable intangible assets, updated acquisition date fair value, and weighted-average amortization period:
(dollars in thousands)
Identified intangible asset Acquisition date fair value Weighted-average amortization period (years)
Trademarks $ 2,800 12
Channel partner relationships 94,700 11
Goodwill 221,314 —
In conjunction with the Acquisition, the Company incurred $3.4 million of buyer transaction costs during the year ended December 31, 2022, of which $2.6 million was recognized in Operating expenses in the Consolidated Statement of Operations under the Investment Basis during the period from January 1, 2022 through May 18, 2022. The residual $0.8 million of buyer transaction costs was recognized in General and administrative expenses in the Consolidated Statements of Operations for the period from May 19, 2022 through December 31, 2022.
The results of operations from the Acquired Entities are included in the Consolidated Financial Statements of the Company from the date of Acquisition. No pro forma information has been included in these Consolidated Financial Statements for the period that the Acquired Entities were not part of the consolidated results as they are not material.
Share-based compensation
In connection with the Acquisition, the Earnout Shares were issued to Group LLC. Group LLC then distributed to its members the Class P-I shares and a majority of the Earnout Shares (including Tranche 1 Earnout Shares, Tranche 2 Earnout Shares and Class A of Tranche 3 Earnout Shares). Class B of the Tranche 3 Earnout Shares, however, were distributed by Group LLC to GB EO Holder LLC (“EO Holder”), an entity formed by Group LLC with the sole purpose of holding the Class B Tranche 3 Earnout Shares and distributing its equity to employees of the Company. As such, the Class B Tranche 3 Earnout Shares are classified as share-based compensation as a result of the issuance of the EO Holder equity to employees of the Company by Group LLC in exchange for their employment services post-Acquisition as a vesting condition. Accordingly, the Class B Tranche 3 Earnout Shares are not part of the consideration transferred, and the Company accounts for the issuance of these shares to employees in accordance with ASC 718.
EO Holder had 4.0 million equity awards authorized to be issued, and in connection with the above described issuances to employees of the Company, issued 3.2 million in awards as of December 31, 2023, all to employees of the Company. The EO Holder equity awards issued (“EO Awards”) are equity classified, and compensation expense is based on the grant-date fair value of the GB EO Holder equity awards, $10.96 per share, which was based on the grant-date fair value of the Class B Tranche 3 Earnout Shares held by EO Holder. EO Awards shall vest in one, two or three tranches over a service period ranging from one, two, three years or longer, depending on whether and when certain run rate revenue levels are achieved as described above for the Class B Tranche 3 Earnout Shares. Compensation expense is currently amortized using the graded vesting approach over estimated vesting periods determined by the performance outcome considered probable to achieve as of December 31, 2023. Refer to Note 16. Related Parties and Note 19. Share-based Compensation for additional details
In addition, prior to the Acquisition, GDEV GP had issued carried interest to GREC as the initial investor in GDEV and to certain employees of GCM that provided services to GDEV GP. The carried interest units held by GREC were sold to a third party investor as part of the sale of GREC’s interest in GDEV on November 18, 2022. Holders of carried interest receive distributions based on carried interest received by GDEV GP from GDEV once the management fee shortfall has been reduced to zero. Vesting among employees is based on either the continued service of the participant or on the achievement of performance goals set out in the applicable award agreement. There was no change to the carried interest holdings as a result of the Acquisition. The Company accounts for the carried interests issued to employees in accordance with ASC Topic 710, Compensation—General (“ASC 710”).
Other Acquisitions
During the period from May 19, 2022 through December 31, 2022, the Company acquired membership interests in 30 renewable energy projects, all of which were either in development or under construction, for total consideration of $76.3 million. The purchase price of the assets acquired during the year ended December 31, 2022 has been allocated on a relative fair value basis as follows:
(in thousands)
Land $ 5,111
Property, plant and equipment 71,156
Intangible assets 1,193
ROU asset 2,923
Less: Liabilities assumed (4,111)
Total $ 76,272
The following table summarizes the acquired identifiable intangible assets, acquisition date estimated fair value, and weighted average amortization period for intangible assets acquired as a result of the asset acquisitions completed during the year ended December 31, 2022:
(dollars in thousands)
Identified intangible asset Acquisition data fair value Weighted-average amortization period (years)
PPA contracts - out-of-market $ (889) 20
REC contracts - favorable $ 1,193 20
Contingent Consideration
The Company records contingent consideration related to its asset acquisitions when it is both probable that the Company will be required to pay such amounts and the amount is estimable. These contingencies generally relate to payments due upon the acquired projects reaching milestones as specified in the acquisition agreements. As of December 31, 2023 and 2022, the Company has recorded a liability of $16.5 million and $25.9 million, respectively, within Contingent consideration, current on the Consolidated Balance Sheets related to these agreements.

Acquisitions
Note 3. Acquisitions
2023 Transactions
For acquisitions in which the Company acquires assets, including intangible assets, and assumes liabilities that do not constitute a business, the amount of the purchase consideration is equal to the fair value of the net assets acquired. The purchase consideration, including transaction costs, is allocated to the individual assets and liabilities assumed based on their relative fair values.
During the year ended December 31, 2023, the Company acquired membership interests in 18 renewable energy projects, all of which were either in development or under construction, for a total consideration of $41.4 million. The purchase price of the assets acquired during the year ended December 31, 2023 was allocated on a relative fair value basis to the assets acquired. For the year ended December 31, 2023, $37.1 million and $4.3 million were allocated to Property, plant and equipment, net and Intangible assets, net, respectively, on the Consolidated Balance Sheets. Intangible assets acquired were favorable PPA assets with a weighted-average amortization period of 21.6 years.
2022 Transactions
Management Internalization
On May 19, 2022, the Company completed a management internalization transaction pursuant to which it acquired substantially all of the business and assets including intellectual property and personnel of its external advisor, GCM, Greenbacker Administration and GDEV GP (collectively, the “Acquired Entities”). All of the acquired business and assets were immediately thereafter contributed by the Company to GREC. Additionally, as a result of the Acquisition, the Company acquired a controlling interest in GDEV and, as such, in connection with the Acquisition, consolidated the results of operations and financial position of GDEV. Refer to Note 2. Significant Accounting Policies and Note 5. Variable Interest Entities for additional discussion, including the subsequent deconsolidation of GDEV.
The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM’s former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements.
In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13.1 million of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share. The number of Class P-I shares issued in the transaction was based on $8.798 per Class P-I share, the last reported net asset value published by the Company on March 31, 2022 (or an aggregate value of $214.4 million, net of seller related deal fees and expenses paid by the Company). In accordance with ASC 805, the Company is required to determine the fair value of consideration transferred as of the Acquisition close date of May 19, 2022, which value was determined to be $8.81 per Class P-I share (or an aggregate value of $214.7 million, net of seller related deal fees and expenses paid by the Company). In December 2022, the consideration was finalized, and 27.9 thousand additional Class P-I shares (or an aggregate value of $0.2 million, net of seller related deal fees and expenses paid by the Company) were issued to Group LLC.
The Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares.” The Earnout Shares comprised 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares (consisting of 0.4 million Class A Tranche 3 Earnout Shares and 4.0 million Class B Tranche 3 Earnout Shares). All of the Earnout Shares except for the Class B Tranche 3 Earnout Shares were considered purchase consideration in the Acquisition (see below under “Share-based compensation” for further discussion of the Class B Tranche 3 Earnout Shares). Each separate series of Earnout Shares initially do not have the right to participate in any distributions payable by the Company. However, upon the achievement of separate benchmark quarter-end run-rate revenue targets applicable to each series, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become “Participating Earnout Shares.” The run-rate revenue of the Company or GREC (the “Run Rate Revenue”) upon which the benchmark targets are based is determined primarily by the calculation of third-party management fee revenue during each quarter and additional capital raised from the closing of the Acquisition through December 31, 2025 (as may be extended to December 31, 2026 upon the achievement of certain Run Rate Revenue targets).
The Earnout Shares may become Participating Earnout Shares as follows: (i) if the Run Rate Revenue during any calendar quarter exceeds $8.3 million but is less than $12.5 million, 2.9 million of the Tranche 1 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Tranche 1 Earnout Shares becoming Participating Earnout Shares ratably up to $12.5 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $12.5 million, 100% of the Tranche 1 Earnout shares will automatically achieve the status of Participating Earnout Shares; (ii) if the Run Rate Revenue during any calendar quarter exceeds $16.7 million but is less than $25.0 million, 2.9 million of the Tranche 2 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Tranche 2 Earnout Shares becoming Participating Earnout Shares ratably up to $25.0 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $25.0 million, 100% of the Tranche 2 Earnout shares will automatically achieve the status of Participating Earnout Shares; and (iii) if the Run Rate Revenue during any calendar quarter exceeds $25.0 million but is less than $37.5 million, the Class A Tranche 3 Earnout Shares and 2.5 million of the Class B Tranche 3 Earnout Shares will automatically achieve the status of Participating Earnout Shares, with the balance of such Class B Tranche 3 Earnout Shares becoming Participating Earnout Shares ratably up to $37.5 million of Run Rate Revenue, and if the Run Rate Revenue during any calendar quarter equals or exceeds $37.5 million, 100% of the Tranche 3 Earnout shares will automatically achieve the status of Participating Earnout Shares.
Upon achieving Participating Earnout Share status, such Earnout Shares will become entitled to priority allocations of profits and increases in value from the Company, and will (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares, subject to, with respect to (i) and (iv), the allocation of sufficient amounts to the Earnout Shares. At its election, a holder may convert its Participating Earnout Shares into Class P-I shares after the holder’s Earnout Shares have been allocated sufficient profits or increases of value from the Company. Refer to Note 18. Equity for additional details.
The aggregate purchase consideration transferred from the Company to Group LLC in exchange for the equity interests in the Acquired Entities totaled $335.0 million assuming the then share price of $8.798 per share, the last reported net asset value published by the Company on March 31, 2022. In accordance with ASC 805, the Company is required to determine the fair value of consideration transferred as of the Acquisition close date of May 19, 2022. The aggregate purchase consideration is valued at $294.1 million, which was paid in the form of the Class P-I shares (“Equity consideration” in the table below) and all of the Earnout Shares, except for the Class B Tranche 3 Earnout Shares (“Contingent consideration” in the table below) as described above. As of the Acquisition close date, the fair value of the Class P-I shares was determined to be $8.81 per Class P-I share. As of the Acquisition close date, the fair value of the contingent consideration was estimated to be $73.6 million, which is included in Contingent consideration on the Consolidated Balance Sheets. The Earnout Shares included in purchase consideration were classified as contingent consideration liabilities and are subject to recurring fair value measurements. As of December 31, 2023 and 2022, the fair value of the contingent consideration was $42.3 million and $75.7 million, respectively. The $33.4 million total change of the contingent consideration consists of a $0.6 million decrease in fair value and a $32.8 million change due to 3.7 million shares becoming participating in 2023. The total change in fair value of contingent consideration is included in General and administrative expenses on the Consolidated Statements of Operations. The following is a summary of the purchase consideration, as well as the fair value of the NCI in GDEV GP and GDEV at the acquisition date:
(in thousands)
May 19, 2022 Adjustments May 19, 2022 as Adjusted
Fair value of consideration transferred:
Equity consideration $ 214,927 $ — $ 214,927
Contingent consideration 73,600 — 73,600
Assumed expenses of Group LLC 6,227 — 6,227
Assumed debt (paid at closing)
1,500 — 1,500
Extinguishment of liabilities (2,171) — (2,171)
Total purchase consideration $ 294,083 $ — $ 294,083
Fair value of the Company’s investment in GDEV (held before the Acquisition) 3,768 — 3,768
Fair value of the NCI in GDEV GP 533 (192) 341
Fair value of the NCI in GDEV 45,446 491 45,937
Total amount to allocate to net assets acquired and consolidated $ 343,830 $ 299 $ 344,129
As a result of the Company obtaining control over GDEV, the Company’s previously held interest in GDEV was remeasured to fair value. The Company’s interest in GDEV had previously been measured at fair value under ASC 946 and therefore the remeasurement did not result in an adjustment or gain or loss recognized.
The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired, and liabilities assumed, based upon their estimated fair values as of the acquisition date. In conjunction with the application of the acquisition method of accounting, the Company recognized the NCI in GDEV GP and GDEV at fair value as of the acquisition date. The fair value of the NCI, a Level 3 fair value measurement, was determined based upon a discounted cash flow methodology.
The excess of the purchase price over the tangible and intangible assets acquired, and liabilities assumed, has been recorded as Goodwill on the Consolidated Balance Sheets. The Acquisition resulted in recorded goodwill of $221.3 million as a result of a higher consideration multiple paid driven by quality of the operations, including the workforce, and how the Company expects to leverage and scale the business to create additional value for its shareholders.
The Company evaluates this goodwill for impairment on an annual basis and does not amortize the acquired goodwill balance for financial statement purposes. Goodwill is not expected to be deductible for income tax purposes. As part of the purchase price allocation, the goodwill was allocated $200.3 million to the IPP segment and $21.0 million to the IM segment. Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further discussion on the goodwill recorded as a result of the Acquisition.
During 2022, the Company made certain adjustments to the estimated fair value of the assets and liabilities assumed at the date of the Acquisition and the resulting consolidation of GDEV GP and GDEV. During the three months ended December 31, 2022, the Company finalized the purchase accounting for the Acquisition. The adjusted purchase price allocation is reflected in the accompanying Consolidated Balance Sheets as of December 31, 2023 and 2022. The following table details the purchase price allocation as of May 19, 2022 before adjustment, the adjustments made during the three months ended December 31, 2022 and the adjusted purchase price allocation as of May 19, 2022. No adjustments were made during the year ended December 31, 2023.
(in thousands)
May 19, 2022 2022 Adjustments May 19, 2022 as Adjusted
Net working capital (including cash) $ 8,819 $ — $ 8,819
Property, plant and equipment 75 — 75
Investments, at fair value and other noncurrent assets 42,356 — 42,356
Trademarks 2,800 — 2,800
Channel partner relationships 95,100 (400) 94,700
Carried interest 279 (279) —
Other liabilities (760) — (760)
Deferred tax liability (25,779) 604 (25,175)
Goodwill 220,940 374 221,314
Sum of acquired and consolidated net assets $ 343,830 $ 299 $ 344,129
The fair values of the acquired trade accounts receivables, prepaid and other current assets, accounts payable and accrued expenses, and other current liabilities approximate their carrying values due to the short-term nature of the expected timeframe to collect the amounts due, realize the balances, or settle the amounts payable, accrued expenses. The related cash inflows or outflows are not expected to materially vary from the contractual amounts.
As part of the purchase price allocation, the Company also determined the identifiable intangible assets were: (i) channel partner relationships, and (ii) trademarks. The fair values of the intangible assets were estimated using the income approach, specifically the multi-period excess earnings method. The discounted cash flows used in the fair value determination of these intangible assets were based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital. These non-recurring fair value measurements are primarily determined using these unobservable inputs. Accordingly, these fair value measurements are classified within Level 3 of the fair value hierarchy.
The following table summarizes the acquired goodwill and identifiable intangible assets, updated acquisition date fair value, and weighted-average amortization period:
(dollars in thousands)
Identified intangible asset Acquisition date fair value Weighted-average amortization period (years)
Trademarks $ 2,800 12
Channel partner relationships 94,700 11
Goodwill 221,314 —
In conjunction with the Acquisition, the Company incurred $3.4 million of buyer transaction costs during the year ended December 31, 2022, of which $2.6 million was recognized in Operating expenses in the Consolidated Statement of Operations under the Investment Basis during the period from January 1, 2022 through May 18, 2022. The residual $0.8 million of buyer transaction costs was recognized in General and administrative expenses in the Consolidated Statements of Operations for the period from May 19, 2022 through December 31, 2022.
The results of operations from the Acquired Entities are included in the Consolidated Financial Statements of the Company from the date of Acquisition. No pro forma information has been included in these Consolidated Financial Statements for the period that the Acquired Entities were not part of the consolidated results as they are not material.
Share-based compensation
In connection with the Acquisition, the Earnout Shares were issued to Group LLC. Group LLC then distributed to its members the Class P-I shares and a majority of the Earnout Shares (including Tranche 1 Earnout Shares, Tranche 2 Earnout Shares and Class A of Tranche 3 Earnout Shares). Class B of the Tranche 3 Earnout Shares, however, were distributed by Group LLC to GB EO Holder LLC (“EO Holder”), an entity formed by Group LLC with the sole purpose of holding the Class B Tranche 3 Earnout Shares and distributing its equity to employees of the Company. As such, the Class B Tranche 3 Earnout Shares are classified as share-based compensation as a result of the issuance of the EO Holder equity to employees of the Company by Group LLC in exchange for their employment services post-Acquisition as a vesting condition. Accordingly, the Class B Tranche 3 Earnout Shares are not part of the consideration transferred, and the Company accounts for the issuance of these shares to employees in accordance with ASC 718.
EO Holder had 4.0 million equity awards authorized to be issued, and in connection with the above described issuances to employees of the Company, issued 3.2 million in awards as of December 31, 2023, all to employees of the Company. The EO Holder equity awards issued (“EO Awards”) are equity classified, and compensation expense is based on the grant-date fair value of the GB EO Holder equity awards, $10.96 per share, which was based on the grant-date fair value of the Class B Tranche 3 Earnout Shares held by EO Holder. EO Awards shall vest in one, two or three tranches over a service period ranging from one, two, three years or longer, depending on whether and when certain run rate revenue levels are achieved as described above for the Class B Tranche 3 Earnout Shares. Compensation expense is currently amortized using the graded vesting approach over estimated vesting periods determined by the performance outcome considered probable to achieve as of December 31, 2023. Refer to Note 16. Related Parties and Note 19. Share-based Compensation for additional details
In addition, prior to the Acquisition, GDEV GP had issued carried interest to GREC as the initial investor in GDEV and to certain employees of GCM that provided services to GDEV GP. The carried interest units held by GREC were sold to a third party investor as part of the sale of GREC’s interest in GDEV on November 18, 2022. Holders of carried interest receive distributions based on carried interest received by GDEV GP from GDEV once the management fee shortfall has been reduced to zero. Vesting among employees is based on either the continued service of the participant or on the achievement of performance goals set out in the applicable award agreement. There was no change to the carried interest holdings as a result of the Acquisition. The Company accounts for the carried interests issued to employees in accordance with ASC Topic 710, Compensation—General (“ASC 710”).
Other Acquisitions
During the period from May 19, 2022 through December 31, 2022, the Company acquired membership interests in 30 renewable energy projects, all of which were either in development or under construction, for total consideration of $76.3 million. The purchase price of the assets acquired during the year ended December 31, 2022 has been allocated on a relative fair value basis as follows:
(in thousands)
Land $ 5,111
Property, plant and equipment 71,156
Intangible assets 1,193
ROU asset 2,923
Less: Liabilities assumed (4,111)
Total $ 76,272
The following table summarizes the acquired identifiable intangible assets, acquisition date estimated fair value, and weighted average amortization period for intangible assets acquired as a result of the asset acquisitions completed during the year ended December 31, 2022:
(dollars in thousands)
Identified intangible asset Acquisition data fair value Weighted-average amortization period (years)
PPA contracts - out-of-market $ (889) 20
REC contracts - favorable $ 1,193 20
Contingent Consideration
The Company records contingent consideration related to its asset acquisitions when it is both probable that the Company will be required to pay such amounts and the amount is estimable. These contingencies generally relate to payments due upon the acquired projects reaching milestones as specified in the acquisition agreements. As of December 31, 2023 and 2022, the Company has recorded a liability of $16.5 million and $25.9 million, respectively, within Contingent consideration, current on the Consolidated Balance Sheets related to these agreements.

v3.24.1

Revenue
12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue
Note 4. Revenue
Disaggregation of Revenue
The following table provides information on the disaggregation of revenue as reported in the Consolidated Statements of Operations:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Energy sales $ 138,530 $ 86,187
RECs and other incentives 20,771 15,409
Investment Management revenue 13,490 1,919
Other revenue 8,434 7,506
Contract amortization, net (8,060) (10,529)
Total revenue 173,165 100,492
Less: Contract amortization, net 8,060 10,529
Less: Lease revenue (10,147) (6,026)
Less: Investment, dividend and interest income (7,760) (7,512)
Total revenue from contracts with customers $ 163,318 $ 97,483
Contract Amortization, net
Intangible assets and out-of-market contracts recognized from PPA and REC contracts assumed through acquisitions related to the sale of energy in future periods for which the fair value has been determined to be less (more) than market are amortized to revenue over the term of each underlying contract on a straight-line basis.
Contract Balances
Company billing practices are dictated by the contract terms and are typically done in arrears based upon the amount of power delivered in the prior period.
The Company did not record any contract assets as of December 31, 2023 and 2022, as none of its rights to payment were subject to a particular event other than passage of time. Included within Accounts receivable on the Consolidated Balance Sheets are balances of $19.9 million and $19.0 million related to contracts with customers as of December 31, 2023 and 2022, respectively. The Company had a receivable balance of $25.1 million as of May 19, 2022.
The Company has contract liabilities related to amounts received in advance from certain PPA customers upon the related solar projects reaching COD. As of December 31, 2023, the Company recorded $3.6 million of contract liabilities in Other noncurrent liabilities in the Consolidated Balance Sheets. As of December 31, 2022, the Company recorded $0.7 million of contract liabilities in Other current liabilities in the Consolidated Balance Sheets. The Company’s amortization due to contract liabilities were not material for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022.
Costs to Obtain a Contract
The Company’s incremental costs of obtaining a contract (i.e., commissions) are recognized as an asset if the entity expects to recover them. These costs are amortized over the expected period of benefit of the related contracts. The Company has capitalized $3.9 million and $1.6 million of costs to obtain a contract as of December 31, 2023 and 2022, respectively. The Company’s amortization related to costs to obtain a contract were not material for the year ended December 31, 2023, and the period from May 19, 2022 through December 31, 2022.
Remaining Performance Obligations
Remaining performance obligations represent fixed contracted revenue related to the Company's commitment to deliver a certain number of RECs in the future that has not been recognized, which includes amounts that will be billed and recognized as revenue in future periods. As of December 31, 2023, the Company had $12.2 million of remaining performance obligations. The following table includes the approximate amounts expected to be recognized related to remaining performance obligations as of December 31:
(in thousands)
Amount
2024 $ 4,993
2025 1,987
2026 1,855
2027 788
2028 788
Thereafter 1,816
Total $ 12,227

v3.24.1

Variable Interest Entities
12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Variable Interest Entities
Note 5. Variable Interest Entities
Consolidated Variable Interest Entities
The Company assesses entities for consolidation in accordance with ASC 810 and consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. The Company did not recognize any gain or loss on the initial consolidation of any of its VIEs.
The Company through various wholly owned subsidiaries, is the managing member in 15 tax equity partnerships where the other members are Tax Equity Investors under tax equity financing facilities. Tax Equity Investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies and utility affiliates that use these investments to reduce future tax liabilities. Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests for further discussion. These entities generate income through renewable energy and sustainable development projects primarily within North America. The entities represent a diversified portfolio of income-producing renewable energy power facilities that sell long-term electricity contracts to offtakers with high credit quality, such as utilities, municipalities, and corporations. The Company has determined that these tax equity partnerships are VIEs. Additionally, through its role as managing member of these VIEs, the Company has the power to direct the activities that most significantly impact the economic performance of these VIEs. In addition, the Company has the obligation to absorb losses or the right to receive benefits that could potentially be more than insignificant to the VIEs.
As of December 31, 2023 and 2022, the Company consolidated each tax equity partnership for which it is the managing member and considered the primary beneficiary. As of December 31, 2023, the assets and liabilities of the consolidated tax equity partnerships totaled approximately $1.5 billion and $283.4 million, respectively. As of December 31, 2022, the assets and liabilities of the consolidated tax equity partnerships totaled approximately $1.3 billion and $215.3 million, respectively. The assets largely consisted of property, plant and equipment, and the liabilities primarily consisted of out-of-market contracts.
Unconsolidated Variable Interest Entities
Prior to the sale of GREC’s interest in GDEV on November 18, 2022, GDEV was a consolidated subsidiary of the Company. In October 2020, GDEV was launched to make private equity and development capital investments in the sustainable infrastructure industry. Prior to the Acquisition, GREC made a direct equity investment in GDEV. As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV’s general partner. The amended and restated limited partnership agreement of GDEV provide for a 20.00% carried interest over an 8.00% hurdle, subject to side letter agreements. On May 19, 2022, in conjunction with the Acquisition and specifically the acquisition of a 75.00% equity interest stake in GDEV GP, the Company assumed GDEV GP's additional commitment to GDEV and gained control over GDEV GP under the voting interest model. Additionally, the Company, through GDEV GP’s role as general partner of the GDEV partnership, assumed operational control over GDEV. As a result, the Company has determined that GDEV is a VIE. Prior to the transaction, GREC had an equity interest of approximately 7.37% in GDEV (fair value of approximately $3.8 million as of May 19, 2022). As a result of the acquisition of 75.00% of the equity interests in GDEV GP, the Company acquired an additional 2.80% equity interest in GDEV (fair value of approximately $1.4 million as of May 19, 2022). Additionally, certain officers and other members of management of the Company had prior to the Acquisition and still have an aggregate equity interest of less than 1.00% in GDEV, and an employee of the Company holds the remaining 25.00% of the equity interest in GDEV GP. As a result of GDEV GP’s control over GDEV, in combination with the resulting equity interest the Company and its officers and management had in GDEV, the Company previously determined that it was the primary beneficiary of GDEV. As a result, the results of operations of GDEV were consolidated.
As previously discussed in Note 2. Significant Accounting Policies, GDEV presents its stand-alone financial statements in accordance with ASC 946. In accordance with ASC 946, when a company that follows ASC 946 is consolidated into financial statements of a company that does not follow ASC 946, the results of operations and statement of position of the investment company shall continue to be presented in accordance with ASC 946. As such, the results of operations and statement of position of GDEV were presented in accordance with ASC 946.
On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party. As of December 31, 2023, GDEV GP held 2.80% of the interests in GDEV. The Company has determined that it is no longer the primary beneficiary of GDEV. Therefore, the Company no longer consolidates GDEV. See Note 2. Significant Accounting Policies for additional information on the deconsolidation. After the deconsolidation, management has determined that the Company can still exert significant influence over operating and financial policies because of its ownership of GDEV GP. Accordingly, the Company accounts for its investment in GDEV as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as a result of its involvement with GDEV is equal to $3.3 million, which is the sum of the Company’s existing investment in GDEV and the remaining commitments to GDEV, less the portion attributable to the noncontrolling interest in GDEV GP.
On November 15, 2022, the Company, through its majority-owned subsidiary GDEV GP II, made an investment in GDEV II totaling $0.7 million. The Company has determined that GDEV II is a VIE but that it is not the primary beneficiary. Therefore, the Company does not consolidate GDEV II. The Company can exert significant influence over operating and financial policies because of its ownership of GDEV GP II, GDEV II’s general partner. Accordingly, GDEV GP II, which is a consolidated subsidiary of the Company, accounted for its investment in GDEV II as an equity method investment and elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as a result of its involvement with GDEV II is $2.7 million, which is GDEV GP II’s total capital commitment to GDEV II, less the portion of the capital commitment attributable to the noncontrolling interest in GDEV GP II.
During February 2016, Aurora Solar was formed to develop, construct, own, finance, and operate a portfolio of 19 solar projects. As of December 31, 2023, the Company’s investment represented approximately 49.00% of Aurora Solar’s issued and outstanding common shares. The Company determined that Aurora Solar is a VIE but that it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact Aurora Solar. The Company can exert significant influence over operating and financial policies because of its ownership interest in Aurora Solar. Accordingly, the Company accounts for its investment in the common shares of Aurora Solar as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss is equal to the value of its investment in Aurora Solar.
During September 2021, OYA, previously OYA Solar, was formed. As of December 31, 2023, the Company’s investment represented 50.00% of OYA’s issued and outstanding equity shares. The Company determined that OYA is a VIE but that it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact OYA. The Company can exert significant influence over operating and financial policies because of its ownership interest in OYA. Accordingly, the Company accounts for its investment in the preferred shares of OYA as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as of December 31, 2023, includes the current value of its investment in OYA and the guaranteed amounts discussed in the following paragraphs. Pursuant to the amended and restated limited liability company agreement of OYA, the other 50.00% member has indemnified the Company against any draws or demands under these guarantees. The Company is not able to quantify its exposure to loss as a result of certain of these guarantees as noted below. Since the Company has elected the fair value option to account for its investment in the preferred shares of OYA, the Company is also required to measure all of its other financial interests in OYA at fair value, including these guarantees. As of December 31, 2023 and 2022, the fair value of the guarantees is included within the fair value of the investment.
On October 26, 2023, OYA, an unconsolidated investment of the Company, sold the membership interests in nine of its underlying projects. The Company received proceeds of $3.7 million as a result of this sale pursuant to a sale proceeds sharing agreement between the Company, OYA’s parent company, and other financing parties. The impact of this sale was taken into consideration in determining the fair value of the Company’s investment in OYA as of December 31, 2023.
Four subsidiaries of OYA have entered into tax equity partnerships with investor members. The Company, along with the parent company of the other 50.00% member of OYA, provided guarantees to the tax equity investor members in three of these partnerships for the payment and performance of all obligations of these subsidiaries under the partnership documents as well as affiliate contracts. In October 2023, in association with the sale of certain projects, two of these arrangements were terminated prior to the tax equity investor’s making any capital contributions, resulting in the termination of the associated guarantees. Under the third guarantee, the maximum potential amount of future payments (undiscounted) that the Company could be required to make under the guarantee is $18.8 million, with certain exceptions in which case the limit would not apply. The guarantee will remain in full force and effect until: (1) the termination of the limited liability company agreement of the tax equity partnership, (2) the transfer of the tax equity investor members’ membership interests, and/or (3) the obligations under the guarantee are performed in full, depending on the specific terms of the guarantee.
In addition, certain subsidiaries of OYA have entered into two separate financing agreements with certain financial institutions. The Company has provided guarantees of certain obligations under the loan agreements upon the occurrence and continuance of a trigger event. The parent company of the other 50.00% member of OYA has also provided a guarantee to the financial institutions, and the Company is only obligated to perform in the event that the parent company of the other 50.00% member fails to perform under its guarantees. The guarantees do not have maximum liability amounts, and therefore, the Company is not able to quantify the maximum potential amount of future payments (undiscounted) that the Company could be required to make under these guarantees. The subsidiaries of OYA currently have outstanding loans with a principal amount of $33.4 million as of December 31, 2023. The guarantees are expected to terminate on the maturity dates of the loans in 2028 and 2029.
On August 22, 2023, the Company provided an additional guarantee to one of the financial institutions in which the Company agreed to fund remaining construction costs for certain underlying projects in the maximum amount of $18.2 million as well as excess construction loans upon term conversion in the maximum amount of $1.2 million. On October 4, 2023, the Company funded $1.2 million of construction costs pursuant to a call under this guarantee. The Company recovered $1.0 million of this amount through the sale of nine of the projects previously owned by OYA on October 26, 2023. The inflows and outflows associated with this guarantee are incorporated in the valuation of the investment. In association with the sale, this guarantee was terminated.

v3.24.1

Fair Value Measurements and Investments
12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements and Investments
Note 6. Fair Value Measurements and Investments
Authoritative guidance on fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between marketplace participants. This guidance also establishes a framework for classifying the inputs used to determine fair value into three levels within a hierarchy.
The following table presents the fair values of the Company's financial assets and liabilities as of December 31, 2023 and the basis for determining their fair values:
Fair Value as of December 31, 2023
(in thousands)
Level 1 Level 2 Level 3 Total
Derivative assets $ — $ 142,168 $ — $ 142,168
Derivative liabilities — (5,833) — (5,833)
Equity method investments — — 94,878 94,878
Contingent consideration — — (42,307) (42,307)
Total $ — $ 136,335 $ 52,571 $ 188,906
The following table presents the fair values of the Company's financial assets and liabilities as of December 31, 2022 and the basis for determining their fair values:
Fair Value as of December 31, 2022
(in thousands)
Level 1 Level 2 Level 3 Total
Derivative assets $ — $ 195,840 $ — $ 195,840
Equity method investments — — 92,554 92,554
Contingent consideration — — (75,700) (75,700)
Total $ — $ 195,840 $ 16,854 $ 212,694
The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the Consolidated Financial Statements as of December 31, 2023 using significant unobservable inputs:
(in thousands)
Equity method investments
Contingent consideration
Total
Balance as of December 31, 2022 $ 92,554 $ (75,700) $ 16,854
Purchases 5,298 — 5,298
Return of capital (3,906) — (3,906)
Unrealized gain on investments, net 932 — 932
Change in contingent consideration — 603 603
Reclassification of participating Earnout Shares — 32,790 32,790
Balance as of December 31, 2023 $ 94,878 $ (42,307) $ 52,571
The Company does not have any non-financial assets or liabilities measured at fair value as of December 31, 2023. There were no transfers between Levels 1, 2, or 3 for the year ended December 31, 2023.
Derivative assets and liabilities
The Company estimates the fair value of its interest rate derivatives using a discounted cash flow valuation technique based on the net amount of estimated future cash flows related to the agreements. The primary inputs used in the fair value measurement include the contractual terms of the derivative agreements, current interest rates, and credit spreads. The significant inputs for the resulting fair value measurement are market-observable inputs, and thus the swaps are classified as Level 2 in the fair value hierarchy.
Equity method investments
In the table above, certain equity method investments may be valued at the purchase price for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction. In the absence of quoted prices in active markets, the Company uses a variety of techniques to measure the fair value of its investments. The methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the investment. The various unobservable inputs used to determine the Level 3 valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements.
The following table quantifies the significant unobservable inputs used in determining the fair value of equity method investments as of December 31, 2023. The weighted averages are calculated based on the relative fair value of each investment as of December 31, 2023:
Unobservable Input Input/Range
Discount rate
7.8%-11.0% (weighted average 8.3%)
kWh production
0.5%-0.6% annual degradation in production (weighted average 0.5%)
Potential leverage and estimated remaining useful life
29.0-34.2 years (weighted average 30.0 years)
Prior to the deconsolidation of GDEV as discussed in Note 2. Significant Accounting Policies, the Company’s investments included the results of consolidating the financial position and results of operations of GDEV. The Company, through its majority-owned subsidiary GDEV GP, continues to hold an investment in GDEV as of December 31, 2023 and 2022. The Company accounts for this investment as an equity method investment.
As discussed in Note 5. Variable Interest Entities, the Company through its majority-owned subsidiary GDEV GP II made an investment in GDEV II on November 15, 2022. The Company accounts for this investment as an equity method investment.
As of December 31, 2023, the Company has unfunded commitments to GDEV I and GDEV II of $0.3 million and $1.3 million, respectively. The investments in GDEV I and GDEV II represent investments in a partnership in which no partner is permitted to make a withdrawal of any of its capital contributions. GDEV GP and GDEV GP II are required to cause the respective partnerships to distribute, as distributions, amounts available to the partners within 90 days of the receipt of amounts available for distribution in the sole discretion of the GDEV GP and GDEV GP II, respectively.
As of December 31, 2023, the value of the Company's investments in OYA, Aurora Solar, GDEV I and GDEV II, its equity method investments, were $16.2 million, $73.0 million, $4.1 million and $1.6 million, respectively. As of December 31, 2022, the value of the Company's investments in OYA, Aurora Solar, GDEV I and GDEV II, its equity method investments, were $18.6 million, $71.3 million, $2.3 million and $0.3 million, respectively. Equity method investments are recorded to Investments, at fair value on the Consolidated Balance Sheets. During the year ended December 31, 2023, the Company recorded an unrealized gain of $0.9 million due to an unrealized gain of $1.6 million on Aurora Solar and $1.1 million on GDEV I, offset by an unrealized loss of $1.8 million on OYA. During the period from May 19, 2022 through December 31, 2022, the Company recorded an unrealized gain of $0.4 million due to unrealized gains of $1.9 million related to GDEV from May 19, 2022 to November 17, 2022, prior to deconsolidation, and an immaterial gain related to GDEV GP’s investment in GDEV from November 18, 2022 to December 31, 2022, offset by an unrealized loss of $1.7 million on Aurora Solar. Unrealized gains and losses are recorded in Unrealized gain on investments, net on the Consolidated Statements of Operations.
Contingent consideration
The Company estimates the fair value of its contingent consideration associated with the Acquisition based on the likelihood of payment related to the contingent clause and the date when payment is expected to occur. The contingent consideration is reflected in Contingent consideration included in noncurrent liabilities on the Consolidated Balance Sheets.
For the year ended December 31, 2023, the Company recorded a decrease in fair value of contingent consideration of $0.6 million as a decrease in General and administrative expenses on the Consolidated Statements of Operations. As of December 31, 2023, $32.8 million of contingent consideration was settled with the participation of a certain amount of Earnout Shares, which were issued in connection with the Acquisition. The amount was reclassified from Contingent consideration to Common shares, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. Refer to Note 18. Equity for further detail.
For the period from May 19, 2022 through December 31, 2022, the Company recorded an increase in fair value of contingent consideration of $2.1 million as an increase in General and administrative expenses on the Consolidated Statements of Operations.
The fair value of the contingent consideration is measured based on significant unobservable inputs, including the contractual payment amount due upon reaching the designated thresholds, the discount rate, and the date when payment is expected and is classified as Level 3 in the fair value hierarchy. The various unobservable inputs used to determine the Level 3 valuation may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements.
The following quantifies the significant unobservable inputs used to determine the fair value of contingent consideration as of December 31, 2023:
Unobservable Input Input/Range
Risk-Free Rate Over Earnout Term 4.0%
Revenue Discount Rate 9.5%
Annualized Revenue Volatility 40.0%
Annualized Share Price Volatility 30.0%
Quarterly Revenue / Share Price Correlation 40.0%

v3.24.1

Notes Receivable
12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Notes Receivable
Note 7. Notes Receivable
The Company’s notes receivable consists of the following as of December 31, 2023 and 2022:
(dollars in thousands)
As of December 31, 2023 As of December 31, 2022 Year of origination Interest rate Maturity date
Notes receivable, current
Cider $ 25,749 $ 41,864 2022 8.00%
6/30/2024(1)
OYA — 8,491 2022 9.00%
2/17/2023(2)
Shepherds Run 2,742 8,751 2020 8.00%
3/31/2024(1)
Total notes receivable, current $ 28,491 $ 59,106
Notes receivable, noncurrent
New Market $ 5,008 $ 5,008 2019 9.00%
9/30/2022(3)
SE Solar 5,010 5,010 2019 9.00%
5/31/2023(4)
Kane Warehouse 166 276 2015 10.25%
2/24/2025
Total notes receivable, noncurrent $ 10,184 $ 10,294
Loan reserve(5)
(2,000) —
Total notes receivable $ 36,675 $ 69,400
(1)The note receivable agreements were amended with an extension to the agreements on February 6, 2024.
(2)The note receivable was paid in full on February 17, 2023.
(3)Option for purchase agreement exercised on September 30, 2022. The parties involved are working in good faith to enter into a purchase agreement.
(4)The parties involved are working in good faith on an extension to the agreement.
(5)As of December 31, 2023, SE Solar and New Market have not been repaid. As such, the Company has recorded a reserve representing an allowance for credit losses for the estimated uncollectible portion of these notes in the amount of $2.0 million for the year ended December 31, 2023 and is recorded within Direct operating costs on the Consolidated Statements of Operations.
The notes receivable, current are recorded within Notes receivable, current on the Consolidated Balance Sheets. The notes receivable, noncurrent are recorded within Other noncurrent assets on the Consolidated Balance Sheets. Notes receivable are recorded at amortized cost and exclude interest receivable. As of December 31, 2023, interest receivables of $6.3 million and $3.9 million, were recorded within Other current assets and Other noncurrent assets, respectively, on the Consolidated Balance Sheets. As of December 31, 2022, interest receivables of $2.4 million and $3.0 million were recorded within Other current assets and Other noncurrent assets, respectively, on the Consolidated Balance Sheets.

v3.24.1

Property, Plant and Equipment
12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment
Note 8. Property, Plant and Equipment
Property, plant and equipment, net consists of the following:
(in thousands)
December 31, 2023 December 31, 2022
Land $ 23,473 $ 16,321
Plant and equipment 2,169,573 1,874,201
Asset retirement obligation 34,003 30,483
Finance right-of-use asset 65 —
Other 262 320
Total property, plant and equipment $ 2,227,376 $ 1,921,325
Accumulated depreciation (93,499) (31,619)
Property, plant and equipment, net $ 2,133,877 $ 1,889,706
As of December 31, 2023, Property, plant and equipment, net, includes construction-in-progress of $439.4 million, and construction-in-progress includes $106.3 million of development costs. As of December 31, 2022, Property, plant and equipment, net, includes construction-in-progress of $569.4 million, and construction-in-progress includes $116.6 million of development costs.
Depreciation expense was $113.9 million and $31.6 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. Depreciation expense is recorded within Depreciation, amortization and accretion on the Consolidated Statements of Operations. The Company engaged in three wind repower projects where the existing assets were retrofitted with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity. Depreciation of fixed assets replaced is accelerated between the mobilization milestone date in the related EPC contract and the date of de-electrification of the project site. Accelerated depreciation related to the three projects resulted in $51.9 million of additional depreciation during the year ended December 31, 2023.
During the year ended December 31, 2023, the Company recognized impairment of long-lived assets of $59.3 million associated with a certain renewable energy asset of which $7.3 million was associated with the plant and equipment asset, and the remainder of which was associated with the related favorable PPA contracts. The impairment analysis reviews certain qualitative factors as well as the results of long-term operating expectations and the project’s carrying value to determine if impairment indicators are present. The impairment analysis indicated that the projected future cash flows for the certain project no longer supported the recoverability of the carrying value of the related long-lived assets. The fair value of the asset was determined using an income approach by applying a discounted cash flow methodology to the updated long-term budget for the asset. The income approach included key inputs such as forecasted merchant power prices, operations and maintenance expense, and discount rates. The resulting fair value is a Level 3 fair value measurement. This charge was recorded to the Company’s IPP segment. The Company did not recognize any impairment charges on long-lived assets for the period from May 19, 2022 through December 31, 2022.

v3.24.1

Goodwill, Other Intangible Assets and Out-of-market Contracts
12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill, Other Intangible Assets and Out-of-market Contracts
Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts
Goodwill
As of December 31, 2023 and 2022, goodwill totaled $221.3 million and $221.3 million, respectively. The Company did not recognize any impairment charges on goodwill for the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022.
Other Intangible Assets and Out-of-market Contracts
Other intangible assets as of December 31, 2023 consisted of the following:
(in thousands)
Gross carrying amount Accumulated amortization Net intangible assets as of December 31, 2023
PPA contracts $ 374,356 $ (47,741) $ 326,615
REC contracts 46,235 (3,441) 42,794
Trademarks 2,800 (389) 2,411
Channel partner relationships 94,700 (15,497) 79,203
Other intangible assets 2,191 — 2,191
Total intangible assets, net $ 520,282 $ (67,068) $ 453,214
Amortization expense related to intangible assets reported on the Consolidated Balance Sheets was $40.8 million for the year ended December 31, 2023, which included $31.6 million of Contract amortization, net that was recorded as a reduction to revenue for favorable PPA and REC contracts in the Consolidated Statements of Operations.
Other intangible assets as of December 31, 2022 consisted of the following:
(in thousands)
Gross carrying amount Accumulated amortization Net intangible assets as of December 31, 2022
PPA contracts $ 422,176 $ (18,460) $ 403,716
REC contracts 46,235 (1,165) 45,070
Trademarks 2,800 (467) 2,333
Channel partner relationships 94,700 (6,198) 88,502
Other intangible assets 1,000 — 1,000
Total intangible assets, net $ 566,911 $ (26,290) $ 540,621
Amortization expense related to intangible assets recorded as assets on the Consolidated Balance Sheets $26.3 million for the period from May 19, 2022 through December 31, 2022, which includes $19.6 million of Contract amortization, net that was recorded as a reduction to revenue for favorable PPA and REC contracts in the Consolidated Statements of Operations.
The Company also has PPA and REC contracts that are held in an unfavorable position (out-of-market contracts), which consists of the following as of December 31, 2023:
(in thousands)
Gross carrying amount Accumulated amortization Net out-of-market contracts as of December 31, 2023
PPA contracts $ (198,629) $ 13,203 $ (185,426)
REC contracts (19,763) 10,404 (9,359)
Total out-of-market contracts, net $ (218,392) $ 23,607 $ (194,785)
The amounts recorded to out-of-market contracts are amortized to Contract amortization, net similar to favorable PPA and REC contracts. The Company recorded $23.5 million of contract amortization contra-expense as an increase to revenue related to out-of-market contracts during the year ended December 31, 2023. This included $9.0 million in out-of-market contract retirements and $14.5 million of contract amortization. Of the $9.0 million in out-of-market contract retirements, $5.4 million is attributable to an unfavorable PPA contract associated with a project for which the construction is no longer probable, and $3.6 million is attributable to the termination of an unfavorable REC contract.
PPA and REC contracts that are held in an unfavorable position (out-of-market contracts) consists of the following as of December 31, 2022:
(in thousands)
Gross carrying amount Accumulated amortization Net out-of-market contracts as of December 31, 2022
PPA contracts $ (198,446) $ 4,882 $ (193,564)
PPA contracts - signed MIPA assets(1)
(5,402) — (5,402)
REC contracts (19,763) 4,214 (15,549)
REC contracts - signed MIPA assets(1)
(3,597) — (3,597)
Total out-of-market contracts, net $ (227,208) $ 9,096 $ (218,112)
(1)Signed MIPA assets are defined as assets that have an executed contractual MIPA or Purchase and Sale Agreement but have not yet closed.
The amounts recorded to out-of-market contracts are amortized to Contract amortization, net similar to favorable PPA and REC contracts. The Company recorded $9.1 million of contract amortization contra-expense as an increase to revenue related to out-of-market contracts during the period from May 19, 2022 through December 31, 2022.
Contract amortization on PPA and REC contract intangible assets and out-of-market contracts is recorded within Contract amortization, net on the Consolidated Statements of Operations. Amortization expense on channel partner relationships and trademark intangible assets is recorded within Depreciation, amortization and accretion on the Consolidated Statements of Operations.
Amortization expense related to the Company's finite-lived intangible assets and liabilities (out-of-market contracts) was $17.3 million for the year ended December 31, 2023. This includes $8.1 million of net contract amortization on PPA and REC contract intangible assets and out-of-market contracts, and $9.2 million of amortization expense on channel partner relationships and trademark intangible assets.
Amortization expense related to the Company’s finite-lived intangible assets and liabilities (out-of-market contracts) was $17.2 million for the period from May 19, 2022 through December 31, 2022, respectively. This includes $10.5 million of net contract amortization on PPA and REC contract intangible assets and out-of-market contracts and $6.7 million of amortization expense on channel partner relationships and trademark intangible assets.
As discussed in Note 8. Property, Plant and Equipment, the Company determined that there was an impairment of an intangible asset contract and, as such, recorded a charge of $59.3 million associated with a certain renewable energy asset, of which $7.3 million was associated with the plant and equipment asset, and the remainder of which was associated with the related favorable PPA contracts.
Estimated future amortization expense, net for the above amortizable intangible assets and out-of-market contracts for the remaining periods through December 31, 2023 as follows:
(in thousands)
Amortization Expense
2024 $ 23,202
2025 27,215
2026 26,666
2027 26,167
2028 25,791
Thereafter 129,388
Total $ 258,429

v3.24.1

Leases
12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases
Note 10. Leases
Lessee Arrangements
The Company has site lease agreements with various entities for the properties where renewable energy facilities have been constructed which provide the right to own and operate the projects on land and rooftops. The Company’s most significant lease liabilities relate to real estate leases that have initial contract lease terms ranging from one to 50 years. Certain leases include renewal and termination options. The Company considered a number of factors when evaluating whether the options in its lease contracts were reasonably certain of exercise, such as importance of the lease to overall operations, costs to negotiate a new lease, and costs of equipment constructed on the land. Management included the impact of any renewal options that the Company deemed to be reasonably certain of being exercised in its measurement and classification of its leases.
Leases are classified as either operating or financing. For operating leases, the Company has recognized a lease liability equal to the present value of the remaining lease payments, and a ROU asset equal to the lease liability, subject to certain adjustments, such as for prepaid rents. The Company used its incremental borrowing rate to determine the present value of the lease payments. Operating leases result in a straight-line lease expense, while finance leases result in a front-loaded expense pattern.
There were no impairment indicators identified during the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022 that required an impairment test for the Company’s ROU assets in accordance with ASC 360.
The components of lease expense and supplemental cash flow information related to leases for the periods indicated are as follows:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Lease cost
Finance lease cost
Amortization of right-of-use assets $ 39 $ —
Interest on lease liabilities 11 —
Total finance lease cost 50 —
Operating lease cost 9,916 6,110
Short-term lease cost 339 131
Variable lease cost 1,525 644
Total lease cost $ 11,830 $ 6,885
The following table presents supplemental cash flow and other information related to our leases:
(dollars in thousands)
December 31, 2023 December 31, 2022
Other information
Cash paid for amounts included in the measurement of lease liabilities(1)
$ 7,975 $ 3,676
Operating cash flows from finance leases(1)
$ (11) $ —
Operating cash flows from operating leases(1)
$ (7,908) $ (3,676)
Financing cash flows from finance leases(1)
$ (56) $ —
ROU assets obtained in exchange for new finance lease liabilities $ 88 $ —
ROU assets obtained in exchange for new operating lease liabilities $ 10,091 $ 110,412
Weighted average remaining lease term – finance leases 3.2 years N/A
Weighted average remaining lease term – operating leases 28.3 years 28.0 years
Weighted average discount rate – finance leases 5.69% — %
Weighted average discount rate – operating leases 6.61% 6.73 %
(1) Supplemental cash flow information presented for the year ended December 31, 2022 is attributable to the prorated period from May 19, 2022 (the date of the Acquisition) through December 31, 2022.
For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost included $0.7 million and $0.4 million, respectively, associated with leases embedded in PPAs for which no or de minimis payments are made. The Company estimates the fair value of the lease payments and grosses up both revenue and expense by this amount. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost also included $0.8 million and $0.7 million, respectively, of lease cost capitalized to the cost of projects during development and construction.
The supplemental balance sheet information related to leases for the periods indicated are as follows:
(in thousands)
December 31, 2023 December 31, 2022
Operating leases
Operating lease assets $ 108,606 $ 102,595
Operating lease liabilities, current (2,262) (2,193)
Operating lease liabilities, noncurrent (108,406) (101,281)
Total operating lease liabilities $ (110,668) $ (103,474)
Finance leases
Property, plant and equipment, at cost $ 65 $ —
Accumulated depreciation (13) —
Property, plant and equipment, net 52 —
Other current liabilities (16) —
Other long-term liabilities (37) —
Total finance lease liabilities $ (53) $ —
Operating lease assets and operating lease liabilities, current, are recorded in Other noncurrent assets and Other current liabilities, respectively, on the Consolidated Balance Sheets. Finance lease assets and liabilities current and noncurrent are recorded in Property, plant and equipment, net, Other current liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets.
Maturities of the Company’s lease liabilities are as follows:
(in thousands)
Year Ending Operating Leases Finance Leases
2024 $ 8,806 $ 18
2025 9,105 18
2026 9,098 18
2027 9,097 4
2028 9,092 —
Thereafter 212,740 —
Total lease payments 257,938 58
Less: Imputed interest (147,270) (5)
Present value of lease liabilities $ 110,668 $ 53
Lessor Arrangements
A portion of the Company’s operating revenues are generated from delivering electricity and related products from owned solar and wind renewable energy facilities under PPAs in which the Company is the lessor. In addition, the Company has certain energy optimization service agreements that involve the use of a battery in which the Company is the lessor.
For these PPAs, revenue is recognized when electricity is delivered and is accounted for as rental income under the lease standard. The adoption of ASC 842 did not have an impact on the accounting policy for rental income from the Company’s PPAs in which it is the lessor. The Company elected the package of practical expedients available under ASC 842, which did not require the Company to reassess its lease classification from ASC Topic 840, Other Assets and Deferred Costs. Additionally, the Company elected the practical expedient to not separate lease and non-lease components for lessors. This election allows energy (lease component) and RECs (non-lease components) under bundled PPAs to be accounted for as a singular lease unit of account under ASC 842. The Company’s PPAs do not contain any residual value guarantees or material restrictive covenants.
Certain of the Company’s PPAs related to its solar or wind generating plants qualify as operating leases with remaining terms through 2047. Certain agreements include renewal, termination or purchase options. Property subject to operating leases where the Company or one of its subsidiaries is the lessor is included in Property, plant and equipment, net on the Consolidated Balance Sheets, and rental income from these leases is included in Energy revenue on the Consolidated Statements of Operations. Lease income is based on energy generation, and therefore all rental income is variable under these leases. The variable lease income related to these agreements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was $10.1 million and $6.0 million, respectively. Variable lease income is included in Energy revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company’s solar and wind generating plants subject to these leases had a total carrying value of $61.7 million and $67.4 million, respectively.
Certain of the Company’s energy optimization service agreements qualify as operating leases with remaining terms through 2031. Lease income under these agreements is generally fixed and recognized on a straight-line basis over the term of the lease. The lease income related to these agreements for the year ended December 31, 2023 was not material and is not expected to be material for the ensuing five years.

Leases
Note 10. Leases
Lessee Arrangements
The Company has site lease agreements with various entities for the properties where renewable energy facilities have been constructed which provide the right to own and operate the projects on land and rooftops. The Company’s most significant lease liabilities relate to real estate leases that have initial contract lease terms ranging from one to 50 years. Certain leases include renewal and termination options. The Company considered a number of factors when evaluating whether the options in its lease contracts were reasonably certain of exercise, such as importance of the lease to overall operations, costs to negotiate a new lease, and costs of equipment constructed on the land. Management included the impact of any renewal options that the Company deemed to be reasonably certain of being exercised in its measurement and classification of its leases.
Leases are classified as either operating or financing. For operating leases, the Company has recognized a lease liability equal to the present value of the remaining lease payments, and a ROU asset equal to the lease liability, subject to certain adjustments, such as for prepaid rents. The Company used its incremental borrowing rate to determine the present value of the lease payments. Operating leases result in a straight-line lease expense, while finance leases result in a front-loaded expense pattern.
There were no impairment indicators identified during the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022 that required an impairment test for the Company’s ROU assets in accordance with ASC 360.
The components of lease expense and supplemental cash flow information related to leases for the periods indicated are as follows:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Lease cost
Finance lease cost
Amortization of right-of-use assets $ 39 $ —
Interest on lease liabilities 11 —
Total finance lease cost 50 —
Operating lease cost 9,916 6,110
Short-term lease cost 339 131
Variable lease cost 1,525 644
Total lease cost $ 11,830 $ 6,885
The following table presents supplemental cash flow and other information related to our leases:
(dollars in thousands)
December 31, 2023 December 31, 2022
Other information
Cash paid for amounts included in the measurement of lease liabilities(1)
$ 7,975 $ 3,676
Operating cash flows from finance leases(1)
$ (11) $ —
Operating cash flows from operating leases(1)
$ (7,908) $ (3,676)
Financing cash flows from finance leases(1)
$ (56) $ —
ROU assets obtained in exchange for new finance lease liabilities $ 88 $ —
ROU assets obtained in exchange for new operating lease liabilities $ 10,091 $ 110,412
Weighted average remaining lease term – finance leases 3.2 years N/A
Weighted average remaining lease term – operating leases 28.3 years 28.0 years
Weighted average discount rate – finance leases 5.69% — %
Weighted average discount rate – operating leases 6.61% 6.73 %
(1) Supplemental cash flow information presented for the year ended December 31, 2022 is attributable to the prorated period from May 19, 2022 (the date of the Acquisition) through December 31, 2022.
For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost included $0.7 million and $0.4 million, respectively, associated with leases embedded in PPAs for which no or de minimis payments are made. The Company estimates the fair value of the lease payments and grosses up both revenue and expense by this amount. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost also included $0.8 million and $0.7 million, respectively, of lease cost capitalized to the cost of projects during development and construction.
The supplemental balance sheet information related to leases for the periods indicated are as follows:
(in thousands)
December 31, 2023 December 31, 2022
Operating leases
Operating lease assets $ 108,606 $ 102,595
Operating lease liabilities, current (2,262) (2,193)
Operating lease liabilities, noncurrent (108,406) (101,281)
Total operating lease liabilities $ (110,668) $ (103,474)
Finance leases
Property, plant and equipment, at cost $ 65 $ —
Accumulated depreciation (13) —
Property, plant and equipment, net 52 —
Other current liabilities (16) —
Other long-term liabilities (37) —
Total finance lease liabilities $ (53) $ —
Operating lease assets and operating lease liabilities, current, are recorded in Other noncurrent assets and Other current liabilities, respectively, on the Consolidated Balance Sheets. Finance lease assets and liabilities current and noncurrent are recorded in Property, plant and equipment, net, Other current liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets.
Maturities of the Company’s lease liabilities are as follows:
(in thousands)
Year Ending Operating Leases Finance Leases
2024 $ 8,806 $ 18
2025 9,105 18
2026 9,098 18
2027 9,097 4
2028 9,092 —
Thereafter 212,740 —
Total lease payments 257,938 58
Less: Imputed interest (147,270) (5)
Present value of lease liabilities $ 110,668 $ 53
Lessor Arrangements
A portion of the Company’s operating revenues are generated from delivering electricity and related products from owned solar and wind renewable energy facilities under PPAs in which the Company is the lessor. In addition, the Company has certain energy optimization service agreements that involve the use of a battery in which the Company is the lessor.
For these PPAs, revenue is recognized when electricity is delivered and is accounted for as rental income under the lease standard. The adoption of ASC 842 did not have an impact on the accounting policy for rental income from the Company’s PPAs in which it is the lessor. The Company elected the package of practical expedients available under ASC 842, which did not require the Company to reassess its lease classification from ASC Topic 840, Other Assets and Deferred Costs. Additionally, the Company elected the practical expedient to not separate lease and non-lease components for lessors. This election allows energy (lease component) and RECs (non-lease components) under bundled PPAs to be accounted for as a singular lease unit of account under ASC 842. The Company’s PPAs do not contain any residual value guarantees or material restrictive covenants.
Certain of the Company’s PPAs related to its solar or wind generating plants qualify as operating leases with remaining terms through 2047. Certain agreements include renewal, termination or purchase options. Property subject to operating leases where the Company or one of its subsidiaries is the lessor is included in Property, plant and equipment, net on the Consolidated Balance Sheets, and rental income from these leases is included in Energy revenue on the Consolidated Statements of Operations. Lease income is based on energy generation, and therefore all rental income is variable under these leases. The variable lease income related to these agreements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was $10.1 million and $6.0 million, respectively. Variable lease income is included in Energy revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company’s solar and wind generating plants subject to these leases had a total carrying value of $61.7 million and $67.4 million, respectively.
Certain of the Company’s energy optimization service agreements qualify as operating leases with remaining terms through 2031. Lease income under these agreements is generally fixed and recognized on a straight-line basis over the term of the lease. The lease income related to these agreements for the year ended December 31, 2023 was not material and is not expected to be material for the ensuing five years.

Leases
Note 10. Leases
Lessee Arrangements
The Company has site lease agreements with various entities for the properties where renewable energy facilities have been constructed which provide the right to own and operate the projects on land and rooftops. The Company’s most significant lease liabilities relate to real estate leases that have initial contract lease terms ranging from one to 50 years. Certain leases include renewal and termination options. The Company considered a number of factors when evaluating whether the options in its lease contracts were reasonably certain of exercise, such as importance of the lease to overall operations, costs to negotiate a new lease, and costs of equipment constructed on the land. Management included the impact of any renewal options that the Company deemed to be reasonably certain of being exercised in its measurement and classification of its leases.
Leases are classified as either operating or financing. For operating leases, the Company has recognized a lease liability equal to the present value of the remaining lease payments, and a ROU asset equal to the lease liability, subject to certain adjustments, such as for prepaid rents. The Company used its incremental borrowing rate to determine the present value of the lease payments. Operating leases result in a straight-line lease expense, while finance leases result in a front-loaded expense pattern.
There were no impairment indicators identified during the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022 that required an impairment test for the Company’s ROU assets in accordance with ASC 360.
The components of lease expense and supplemental cash flow information related to leases for the periods indicated are as follows:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Lease cost
Finance lease cost
Amortization of right-of-use assets $ 39 $ —
Interest on lease liabilities 11 —
Total finance lease cost 50 —
Operating lease cost 9,916 6,110
Short-term lease cost 339 131
Variable lease cost 1,525 644
Total lease cost $ 11,830 $ 6,885
The following table presents supplemental cash flow and other information related to our leases:
(dollars in thousands)
December 31, 2023 December 31, 2022
Other information
Cash paid for amounts included in the measurement of lease liabilities(1)
$ 7,975 $ 3,676
Operating cash flows from finance leases(1)
$ (11) $ —
Operating cash flows from operating leases(1)
$ (7,908) $ (3,676)
Financing cash flows from finance leases(1)
$ (56) $ —
ROU assets obtained in exchange for new finance lease liabilities $ 88 $ —
ROU assets obtained in exchange for new operating lease liabilities $ 10,091 $ 110,412
Weighted average remaining lease term – finance leases 3.2 years N/A
Weighted average remaining lease term – operating leases 28.3 years 28.0 years
Weighted average discount rate – finance leases 5.69% — %
Weighted average discount rate – operating leases 6.61% 6.73 %
(1) Supplemental cash flow information presented for the year ended December 31, 2022 is attributable to the prorated period from May 19, 2022 (the date of the Acquisition) through December 31, 2022.
For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost included $0.7 million and $0.4 million, respectively, associated with leases embedded in PPAs for which no or de minimis payments are made. The Company estimates the fair value of the lease payments and grosses up both revenue and expense by this amount. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, operating lease cost also included $0.8 million and $0.7 million, respectively, of lease cost capitalized to the cost of projects during development and construction.
The supplemental balance sheet information related to leases for the periods indicated are as follows:
(in thousands)
December 31, 2023 December 31, 2022
Operating leases
Operating lease assets $ 108,606 $ 102,595
Operating lease liabilities, current (2,262) (2,193)
Operating lease liabilities, noncurrent (108,406) (101,281)
Total operating lease liabilities $ (110,668) $ (103,474)
Finance leases
Property, plant and equipment, at cost $ 65 $ —
Accumulated depreciation (13) —
Property, plant and equipment, net 52 —
Other current liabilities (16) —
Other long-term liabilities (37) —
Total finance lease liabilities $ (53) $ —
Operating lease assets and operating lease liabilities, current, are recorded in Other noncurrent assets and Other current liabilities, respectively, on the Consolidated Balance Sheets. Finance lease assets and liabilities current and noncurrent are recorded in Property, plant and equipment, net, Other current liabilities and Other noncurrent liabilities, respectively, on the Consolidated Balance Sheets.
Maturities of the Company’s lease liabilities are as follows:
(in thousands)
Year Ending Operating Leases Finance Leases
2024 $ 8,806 $ 18
2025 9,105 18
2026 9,098 18
2027 9,097 4
2028 9,092 —
Thereafter 212,740 —
Total lease payments 257,938 58
Less: Imputed interest (147,270) (5)
Present value of lease liabilities $ 110,668 $ 53
Lessor Arrangements
A portion of the Company’s operating revenues are generated from delivering electricity and related products from owned solar and wind renewable energy facilities under PPAs in which the Company is the lessor. In addition, the Company has certain energy optimization service agreements that involve the use of a battery in which the Company is the lessor.
For these PPAs, revenue is recognized when electricity is delivered and is accounted for as rental income under the lease standard. The adoption of ASC 842 did not have an impact on the accounting policy for rental income from the Company’s PPAs in which it is the lessor. The Company elected the package of practical expedients available under ASC 842, which did not require the Company to reassess its lease classification from ASC Topic 840, Other Assets and Deferred Costs. Additionally, the Company elected the practical expedient to not separate lease and non-lease components for lessors. This election allows energy (lease component) and RECs (non-lease components) under bundled PPAs to be accounted for as a singular lease unit of account under ASC 842. The Company’s PPAs do not contain any residual value guarantees or material restrictive covenants.
Certain of the Company’s PPAs related to its solar or wind generating plants qualify as operating leases with remaining terms through 2047. Certain agreements include renewal, termination or purchase options. Property subject to operating leases where the Company or one of its subsidiaries is the lessor is included in Property, plant and equipment, net on the Consolidated Balance Sheets, and rental income from these leases is included in Energy revenue on the Consolidated Statements of Operations. Lease income is based on energy generation, and therefore all rental income is variable under these leases. The variable lease income related to these agreements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was $10.1 million and $6.0 million, respectively. Variable lease income is included in Energy revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company’s solar and wind generating plants subject to these leases had a total carrying value of $61.7 million and $67.4 million, respectively.
Certain of the Company’s energy optimization service agreements qualify as operating leases with remaining terms through 2031. Lease income under these agreements is generally fixed and recognized on a straight-line basis over the term of the lease. The lease income related to these agreements for the year ended December 31, 2023 was not material and is not expected to be material for the ensuing five years.

v3.24.1

Debt
12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt
Note 11. Debt
The Company has entered into credit facilities and loan agreements through its subsidiaries, as described below.
(dollars in thousands)
Outstanding as of December 31, 2023 Outstanding as of December 31, 2022 Interest rate Maturity date
GREC Entity HoldCo(1)
$ 65,951 $ 74,197
Daily SOFR + 1.85%
June 20, 2025
Midway III Manager LLC 13,932 14,610
3 mo. SOFR + 1.73%
September 28, 2025
Trillium Manager LLC 68,785 72,737
Daily SOFR + 1.98%
June 9, 2027
GB Wind Holdco LLC(2)
50,408 122,684
3 mo. SOFR + 1.38%
Various(3)
Greenbacker Wind Holdings II LLC 70,628 72,477
3 mo. SOFR + 1.98%
December 31, 2026
Conic Manager LLC 23,363 24,356
3 mo. SOFR + 1.75%
August 8, 2026
Turquoise Manager LLC 30,994 31,687
3 mo. SOFR + 1.35%
December 23, 2027
Eagle Valley Clean Energy LLC
35,389 35,112
Various(4)
January 2, 2057
Eagle Valley Clean Energy LLC (Premium financing agreement) — 1,064
6.99%
November 30, 2023(5)
Greenbacker Equipment Acquisition Company LLC
— 6,500
Prime + 1.00%
December 31, 2023(6)
ECA Finco I, LLC 18,563 19,757
3 mo. SOFR + 2.60%
February 25, 2028
GB Solar TE 2020 Manager LLC 18,506 19,182
3 mo. SOFR + 1.88%
October 30, 2026
Sego Lily Solar Manager LLC 133,898 137,445
3 mo. SOFR + 1.53%
June 30, 2028
Celadon Manager LLC 72,853 61,925
Daily SOFR + 1.60%
February 18, 2029
GRP II Borealis Solar LLC
40,646 41,788
3 mo. SOFR + 2.00%
June 30, 2027
Ponderosa Manager LLC 88,594 147,080
3 mo. SOFR + 1.40%
October 4, 2029(7)
PRC Nemasket LLC 41,806 44,488
Daily SOFR + 1.25%
November 1, 2029
GREC Holdings 1 LLC 74,594 60,000
1 mo. SOFR + Applicable Margin(8)
November 29, 2027
Dogwood GB Manager LLC 57,463 —
1 mo. SOFR + 1.63%
March 29, 2030
GREC Warehouse Holdings I LLC 155,558 —
3 mo. SOFR + 2.03%
August 11, 2026
Total debt $ 1,061,931 $ 987,089
Less: Total unamortized discount and deferred financing fees (43,679) (40,459)
Less: Current portion of long-term debt(9)
(82,855) (95,870)
Total long-term debt, net $ 935,397 $ 850,760
(1)See the description of the credit agreement below for a discussion of GREC Entity HoldCo’s non-compliance with the debt service coverage ratio (as defined in the credit agreement) as of and for the fiscal quarter ended December 31, 2023.
(2)The GB Wind Holdco LLC tax equity bridge loans totaling $69.5 million were paid in full, and $63.1 million was paid on the term loan facility with proceeds from the Company’s failed sale-leaseback arrangements in November and December 2023. In addition, in the year ended December 31, 2023, there were additional borrowings of $69.5 million offset by $9.2 million of repayments in the ordinary course of business.
(3)The GB Wind Holdco LLC tax equity bridge loan and repower term loans mature on March 31, 2024 and December 31, 2027, respectively.
(4)Eagle Valley Clean Energy LLC’s loan includes a term loan that bears interest at a fixed rate of 1.69% and a loan governed by a debt settlement agreement that bears interest at a fixed rate of 1.91%.
(5)The loan was paid in full in October 2023.
(6)On October 23, 2023, the maturity date was amended to December 31, 2023 in the Fourth Amendment to the Loan and Security Agreement. The loan was paid in full in December 2023.
(7)The Ponderosa Manager LLC tax equity bridge loan of $34.5 million was paid in full in October 2023.
(8)GREC Holdings 1 LLC’s loan includes interest on the outstanding principal at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%).
(9)Adjusted for $6.1 million of unamortized debt discount and deferred financing fees pertaining to current portion of long-term debt of $88.9 million.
During the years ended December 31, 2023 and 2022, the Company entered into new or modified existing debt facilities as noted below:
GREC Holdings 1 LLC
On November 29, 2022, GREC Holdings 1 LLC entered into a credit agreement with a syndicate of lenders for an aggregate revolving credit facility commitment of $150.0 million with the allowance for increases of credit of no more than $50.0 million. On March 21, 2023, the facility was amended to increase the aggregate commitment to $200.0 million. Advances under the revolving credit facility, through the maturity date of November 29, 2027, will bear interest at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%), and base rate loans will bear interest of the base rate plus applicable margin (base rate being greatest of prime rate, index floor, or federal funds rate plus 0.50%; applicable margin ranging between 0.75% and 1.00%).
Dogwood GB Manager LLC
On March 29, 2023, Dogwood GB Manager LLC entered into a loan agreement with a syndicate of lenders to provide a term loan in an aggregate principal amount of up to $47.1 million. On May 30, 2023, the loan agreement was amended to increase the aggregate principal amount up to $90.6 million. The loan is secured by a first-priority security interest in all assets of Dogwood GB Manager LLC, including a pledge of (a) Dogwood GB Manager LLC's interest in Dogwood Holdings LLC, and (b) GREC Holdings 1 LLC's ownership interests in Dogwood GB Manager LLC. The interest rate on the loan is one-month SOFR plus an applicable margin, which is 1.63% per annum through the fourth anniversary of the closing date and 1.75% per annum after the fourth anniversary of the closing date. Thereafter, the interest rate will increase by 0.12% for each fourth anniversary. The borrower is only required to pay interest in quarterly installments through the fifth anniversary of the closing date, and thereafter is required to pay quarterly installments of principal and interest through the maturity date, March 29, 2030.
GREC Warehouse Holdings I LLC
On August 11, 2023, GREC Warehouse Holdings 1 LLC entered into a credit agreement with a syndicate of lenders for an aggregate revolving credit facility commitment of $75.0 million with the allowance for increases of credit of no more than $175.0 million. On October 16, 2023, the credit agreement was amended to increase the commitment to $225.0 million with the allowance for increases of credit of no more than $25.0 million. The revolving credit facility will bear interest at the three-month SOFR plus an applicable margin, which is 2.03% through the second anniversary of the closing date and 2.28% per annum after the second anniversary of the closing date through the maturity date, August 11, 2026. Borrowings under the credit facility are secured by certain equity interests in the borrower and its wholly owned subsidiaries held by indirect wholly owned subsidiaries of the Company.
GB Wind Holdco LLC
On September 15, 2023 and November 14, 2023, the GB Wind Holdco LLC loan agreement was amended and restated to provide financing in connection with the repower of certain wind facilities. The loan bears interest at the three-month SOFR rate plus an applicable margin, which is 1.38% per annum through the fourth anniversary of the closing date and 1.50% per annum after the fourth anniversary of the closing date through the applicable maturity date. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of December 31, 2027, at which point all unpaid principal, interest, fees, cost, and all other obligations with respect to the term loan shall be due and payable. The tax equity bridge loans bear interest at the three-month SOFR rate plus an applicable margin, which is 1.3% per annum. Principal and interest payments for the tax equity bridge loans shall be made on the applicable maturity dates for the applicable repowering projects, currently only applicable to one of the repower projects through the scheduled maturity date of March 31, 2024.
Sego Lily Solar Manager LLC
On January 28, 2022, Utility Solar AcquisitionCo 2021 LLC, as a co-borrower with Sego Lily Solar Manager LLC, entered into a financing agreement to provide a construction loan facility, an ITC bridge loan facility, and a term loan facility in connection with the construction and operations of renewable energy facilities. The financing agreement was subsequently amended on June 9, 2022 to add commitments to provide term loans for two wind energy projects. The loan is secured by a first-priority security interest in all assets of Sego Lily Solar Manager LLC, including a pledge of (a) Sego Lily Solar Manager LLC 's interest in Sego Lily Solar Holdings LLC and Graphite Solar Holdings LLC, and (b) GREC's ownership interests in Sego Lily Solar Manager LLC. On August 17, 2022, the loan converted to a term loan. The term loans bear interest at the one-month SOFR plus an applicable margin, which is 1.53% per annum until the fourth anniversary of the term conversion and 1.50% from and including the fourth anniversary and increasing by 0.13% for each fourth anniversary thereafter. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of June 30, 2028.
Celadon Manager LLC
On February 18, 2022, Celadon Manager LLC entered into a loan agreement syndicated with various lenders in an amount not to exceed $71.0 million. The loan is secured by a first-priority security interest in all assets of Celadon Manager LLC, including a pledge of (a) Celadon Manager LLC's interest in Celadon Holdings LLC, and (b) GREC's ownership interests in Celadon Manager LLC. The loan bears interest at the one-month SOFR plus an applicable margin, which is 1.60% through the fifth anniversary of the closing date, 1.63% per annum after the fifth anniversary of the closing date and increasing by 0.13% for each fifth anniversary thereafter. The loan requires quarterly payments of interest only through the fifth anniversary of the closing date, after which it requires quarterly payments of principal and interest through the maturity date, February 18, 2029.
Ponderosa Manager LLC
On July 26, 2022, Ponderosa Manager LLC and Utility Solar AcquisitionCo 2022 LLC jointly entered into a financing agreement syndicated with various lenders who agreed to provide certain construction, ITC bridge and aggregation loan facilities in an amount not to exceed $173.4 million. The construction and aggregation loan facilities reached the end of their availability periods in 2023. On October 4, 2023, the Company repaid the ITC bridge loan and the construction aggregation loans were converted into a term loan. The term loan bears interest at SOFR plus 1.4% through the maturity date of October 4, 2029.
PRC Nemasket LLC
On November 1, 2022, PRC Nemasket LLC entered into a financing agreement. The lenders agreed to provide a term loan not to exceed $45.0 million in aggregate. The principal of the term loan shall be due and payable in quarterly principal installments, with final payment due on the maturity date, November 1, 2029. The banks also agreed to extend letters of credit to the borrower not to exceed $2.5 million in aggregate. The letters of credit have an expiration date agreed to at the time of issuance, with an expiration date of no more than twelve months after the date of the of letter issuance. All loans bear interest at SOFR with an applicable margin of 1.25%, increasing to 1.38% after the fourth anniversary of the closing date.
GREC Entity HoldCo

On November 25, 2021, GREC Entity HoldCo converted its loan to a term loan with a maturity on June 20, 2025. The loan bears interest at a rate equal to the daily SOFR rate plus 1.85%. The loan is secured by, among other customary interests, a pledge of all of the issued and outstanding equity interests of GREC Entity HoldCo as a collateral for this credit agreement. The credit agreement was amended to eliminate any guarantee from either GREC LLC or GREC in November 2022. As of and for the fiscal quarter ended December 31, 2023, GREC Entity HoldCo was not in compliance with the debt service coverage ratio (as defined in the credit agreement) for this credit agreement, which resulted in the Company’s classification of the debt to the current liability as of December 31, 2023. A default under the credit agreement permits the administrative agent, among other things, to declare all or any part of the outstanding principal amount of the loans under the credit agreement and related interest immediately due and payable. The Company is working in good faith with the lender to secure a waiver of default. While the Company expects to receive a waiver of default, there is no guarantee that the company will receive such waiver. Further, there are no cross-defaults associated with this technical default.
The Company has entered into interest rate swap contracts to manage the interest rate risk associated with its outstanding borrowings. Refer to Note 12. Derivative Instruments for further discussion.
The following table shows the components of interest expense related to the Company’s borrowings for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Loan interest(1)
$ 54,615 $ 16,093
Commitment / letter of credit fees
2,986 2,013
Amortization of deferred financing fees and discount 6,690 1,533
Interest capitalized (23,378) (4,614)
Total $ 40,913 $ 15,025
(1) Includes interest rate swap settlements in the amount of $26.7 million as a reduction of loan interest.
Interest expense disclosed in the table above is included within Interest expense, net on the Consolidated Statements of Operations.
The principal payments due on borrowings for each of the next five years ending December 31, 2023 and thereafter, are as follows:
(in thousands)
Period ending December 31,
Principal Payments
2024 $ 88,917
2025 39,546
2026 277,490
2027 255,582
2028 133,462
Thereafter 266,934
$ 1,061,931
Other Financing Arrangements
In November and December 2023, the Company entered into sale-leaseback arrangements related to certain wind assets with an initial lease term of 9.3 and 20.0 years, respectively, for total cash proceeds of $240.9 million. The Company utilized the proceeds to pay down $132.6 million of existing debt and $1.0 million in transaction costs. Under the lease agreements, the Company is required to make total lease payments of $158.6 million over the respective lease terms. In addition, in accordance with the lease agreements, the Company has an early buyout option in December 2029. The early buyout option is defined as the fair market value of the project at the buyout date or an amount set forth in the lease agreement, whichever is greater. As part of the arrangement, the Company will still operate and earn revenues from the facilities throughout the lease term while the lessor will be entitled to all available tax credits. As part of the sale-leaseback transaction, the Company entered into a tax indemnity agreement. As part of the agreement, with respect to the leased assets, the lessor holds indemnification rights related to a disallowance or reduction of assumed tax deductions and tax credits. Subject to certain requirements set forth within the tax indemnity agreement, the Company would be required to pay the lessor for all reduced or disallowed tax deductions and credits.
The sale-leaseback arrangements did not meet the criteria of a sale for accounting purposes. As such, the Company accounted for these transactions as a failed sale-leaseback and financing arrangements. As of December 31, 2023, the Company recorded $69.4 million and $169.8 million of financing obligations within Current portion of failed sale-leaseback financing and Failed sale-leaseback financing, net of current portion, respectively, on the Consolidated Balance Sheets. In connection with the transaction, the Company recorded origination costs as an offset to the failed sale-leaseback financing liability. As of December 31, 2023, the Company recorded $0.3 million and $1.4 million of origination costs which are recorded as a reduction to Current portion of failed sale-leaseback financing and Failed sale-leaseback financing, net of current portion, respectively, on the Consolidated Balance Sheets.
The future payments on failed sale-leaseback financing arrangements for each of the next five years ending December 31, 2023 and thereafter, are as follows:
(in thousands)
Period ending December 31,
Future Payments
2024 $ 69,722
2025 9,685
2026 9,900
2027 10,046
2028 10,028
Thereafter 49,201
Total lease payments $ 158,582
Borrowings
On January 5, 2018, the LLC, through GREC HoldCo, entered into a credit facility agreement (the “Credit Facility”). The Credit Facility consisted of a loan of up to the lesser of $60.0 million or a borrowing base amount based on various solar projects that act as collateral for the Credit Facility, of which approximately $25.7 million was drawn down at closing. The Credit Facility allowed for additional drawdowns through December 31, 2018 and converted to a term loan with a maturity on January 5, 2024.
On June 20, 2019, the LLC, through GREC HoldCo, entered into an amended and restated credit agreement (the “New Credit Facility”). The New Credit Facility consists of a loan of up to the lesser of $110.0 million or a borrowing base amount based on various solar projects that act as collateral for the credit facility, of which approximately $58.3 million was drawn down at closing. In November 2020, the LLC, through GREC HoldCo, entered into the Second Amended and Restated Credit Agreement, which amends the New Credit Facility to make available a non-revolving line of credit facility that will convert into a term loan facility and a letter of credit facility. The commitments of the lenders aggregate to $97.8 million between existing term loans, future committed loans and letters of credit, of which approximately $90.7 million was drawn at closing. The New Credit Facility allows for additional drawdowns through November 25, 2021, at which point the outstanding loans shall convert to an additional term loan that matures on June 20, 2025.
The LLC used the net proceeds of borrowings under the New Credit Facility for investment in additional alternative energy power generation assets that are anticipated to become projects and for other general corporate purposes. Loans made under the New Credit Facility bear interest at 1.75% in excess of the three-month LIBOR. Prior to the New Credit Facility converting to a term loan, quarterly commitment fees on the average daily unused portion of the Credit Facility were payable at a rate per annum of 0.50%.
Borrowings under the New Credit Facility are back-leveraged and secured by all of the assets of GREC HoldCo and the equity interests of each direct and indirect subsidiary of the LLC. The LLC, GREC and each direct and indirect subsidiary of the LLC are guarantors of the LLC’s obligations under the New Credit Facility. GREC has pledged all of the equity interests of GREC HoldCo as collateral for the New Credit Facility.
Regarding the Credit Facility, the LLC has entered into five separate interest rate swap agreements as economic hedges. The first swap, with a trade date of June 15, 2017, an effective date of June 30, 2018 and an initial notional amount of $20.9 million was used to swap the floating-rate interest payments on an additional principal amount of the Credit Facility, for a corresponding fixed payment. The fixed swap rate is 2.26%. The second swap, with a trade date of January 11, 2018, an effective date of December 31, 2018 and an initial notional amount of $29.6 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.65%. The third swap, with a trade date of February 7, 2018, an effective date of December 31, 2018 and an initial notional amount of $4.2 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.97%. The fourth swap, with a trade date of January 2, 2019, an effective date of September 30, 2019 and an initial notional amount of $38.2 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.69%. The fifth swap, with a trade date of February 19, 2021, an effective date of February 26, 2021 and an initial notional amount of $7.1 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 1.64%.
If an event of default shall occur and be continuing under the New Credit Facility, the commitments under the New Credit Facility may be terminated and the principal amount outstanding under the New Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
On December 6, 2019, GREC entered into a $15.0 million revolving letter of credit facility (“LC Facility”) agreement. On January 30, 2020, the LC Facility was amended to include an equipment loan, and the amount of $5.6 million was drawn down under the equipment facility loan. On March 18, 2020, a repayment of $1.9 million was made, reducing the outstanding balance of the equipment facility loan. On June 9, 2020, a repayment of the remaining outstanding balance occurred. In October 2020, the LC Facility agreement was amended to increase the aggregate principal amount to $22.5 million. On April 1, 2021, the LC Facility agreement was amended to maintain cash collateral in an amount equal to 100.00% of the outstanding obligation and the letter of credit fee was reduced from 2.25% to 0.75%. On June 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2021. On September 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2022. On September 28, 2021, the LC Facility agreement was amended to increase the aggregate principal amount to $32.5 million. On February 2, 2022, the LC Facility agreement was amended to increase the aggregate principal amount to $40.0 million.
The following table shows the components of interest expense related to the LLC's borrowings for the period from January 1, 2022 through May 18, 2022:
(dollars in thousands)
For the period from January 1, 2022 through May 18, 2022
Credit Facility commitment fee $ 136
Credit Facility loan interest 658
Amortization of deferred financing costs 520
Total $ 1,314
Weighted average interest rate on Credit Facility 2.0 %
Weighted average outstanding balance of Credit Facility $ 81,708

v3.24.1

Derivative Instruments
12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments
Note 12. Derivative Instruments
The Company manages interest rate risk primarily through the use of derivative financial instruments.
Cash Flow Hedges of Interest Rate Risk
The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company, through its wholly owned subsidiaries, has entered into interest rate swaps as part of its interest rate risk management strategy. Certain of these interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed interest rate payments at fixed rates. These fixed rates, for all interest rate swaps regardless of designation, range between 0.41% and 4.37%.
The following tables reflect the location and estimated fair value positions of derivative contracts at:
(in thousands)
December 31, 2023
Balance sheet location Outstanding notional amount Fair Value - Assets Fair Value - (Liabilities)
Derivatives Designated as Hedging Instruments
Interest rate swap contracts Derivative assets, current / Derivative assets / (Derivative liabilities) $ 861,322 $ 98,669 $ (489)
Derivatives Not Designated as Hedging Instruments
Interest rate swap contracts Derivative assets, current / Derivative assets / (Derivative liabilities) 463,063 43,499 (5,344)
Total $ 1,324,385 $ 142,168 $ (5,833)
As of December 31, 2023, the notional amount for derivatives designated as hedging instruments includes $751.2 million associated with currently effective swaps and $110.1 million associated with forward starting swaps. The notional amount for derivatives not designated as hedging instruments includes $112.6 million associated with swaps currently in effect, $65.7 million associated with forward starting swaps, and $284.7 million associated with a deal contingent swap. The interest rate swaps have maturities between 2025 and 2050.
(in thousands)
December 31, 2022
Derivatives Designated as Hedging Instruments Balance sheet location Outstanding notional amount Fair Value - Assets Fair Value - (Liabilities)
Interest rate swap contracts Derivative assets / (Other liabilities) $ 1,527,814 $ 195,840 $ —
As of December 31, 2022, the notional amount includes $700.8 million associated with currently effective swaps, $542.3 million associated with forward starting swaps, and $284.7 million associated with deal contingent swaps. All swaps were designated as hedging instruments as of December 31, 2022.
The following table provides information on the fair value of derivative contracts as recorded in the Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations:
Year ended December 31, 2023
(in thousands)
Derivatives Designated as Hedging Instruments Derivatives Not Designated as Hedging Instruments
Consolidated Other Comprehensive (Loss) Income
Loss recognized in other comprehensive income $ (20,545) $ —
Amortization of off-market derivatives 6,974 (224)
Less: Taxes on total net loss recognized in other comprehensive income 3,633 —
Consolidated Statements of Operations
Change in unrealized gain of interest rate swaps, net 6,546 11,217
Realized gain on interest rate swaps, net 2,428 —
For the period from May 19, 2022 through December 31, 2022
(in thousands)
Derivatives Designated as Hedging Instruments Derivatives Not Designated as Hedging Instruments
Consolidated Other Comprehensive (Loss) Income
Gain recognized in other comprehensive income $ 74,086 $ —
Amortization of off-market derivatives 2,056 —
Less: Taxes on total net gain recognized in other comprehensive income (20,048) —
Consolidated Statements of Operations
Change in unrealized loss of interest rate swaps, net (249) —
Realized loss on interest rate swaps, net (1,322) —
For derivatives designated as cash flow hedges, the changes in the fair value of the derivative are initially reported in other comprehensive income (outside of earnings) and are subsequently reclassified to earnings when the hedged transaction affects earnings. The Company assesses the effectiveness of each hedging relationship by utilizing a statistical regression analysis. For derivatives not designated in a hedging relationship, the changes in fair value of the derivative are reported immediately in earnings.
Amounts reported in accumulated other comprehensive income related to designated derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate liabilities. During the next twelve months, the Company estimates that existing gains of $22.8 million currently reflected in Accumulated other comprehensive income will be reclassified to earnings as a decrease in interest expense as interest payments are made.
From time to time, the Company designates interest rate swaps when they have a non-zero fair value. In particular, on the date that the Company transitioned from Investment Basis to Non-Investment Basis, the Company designated all of its then existing interest rate swaps as cash flow hedges. The non-zero fair value of these cash flow hedges on the designation date is recognized into income under a systematic and rational method over the life of the hedging instrument and is presented in the same line item on the Consolidated Statements of Operations as the earnings effect of the hedged item, with the offset recorded to Other comprehensive income (loss). In addition, the Company periodically dedesignates interest rate swaps as hedging instruments voluntarily or in association with the termination of the swaps. When the Company dedesignates a swap as a hedging instrument, the Company evaluates whether the forecasted transactions previously hedged by the interest rate swap are not probable of occurring and, if so, reclassifies the amount recorded in Accumulated other comprehensive income to Unrealized gain (loss) on interest rate swaps, net in the Consolidated Statements of Operations. When the Company determines that the forecasted transactions previously hedged by the interest rate swap are not probable of not occurring, the Company recognizes the amounts within Accumulated other comprehensive income related to the dedesignated interest rate swap into interest expense as the originally forecasted transactions affect earnings.
The non-zero designation date value of cash flow hedges and dedesignated cash flow hedges for which the originally forecasted transactions are not probable of not occurring are amortized and reclassified from other comprehensive income to interest expense. For swaps not designated as cash flow hedges, the designation date value will still be amortized and reclassified from other comprehensive income to Interest expense, net in the Consolidated Statements of Operations.
As of December 31, 2023, the Company expects $36.1 million to be reclassified from Accumulated other comprehensive income to earnings as an increase to interest expense through 2050; the life of the hedge forecasted transactions. During the next twelve months, the Company estimates that $5.6 million will be reclassified from Accumulated other comprehensive income to earnings as an increase to interest expense associated with the amortization of these non-zero fair value and dedesignated cash flow hedges.
On November 12, 2023 and December 29, 2023, the Company amended two existing interest rate swap agreements to reduce the existing notional amount of the swaps, which were designated in an effective hedging relationship. As the hedged forecasted transaction was probable of not occurring, the Company reclassified a $2.4 million gain from Accumulated other comprehensive income to Unrealized gain (loss) on interest rate swaps, net in the Consolidated Statements of Operations.
During the year ended December 31, 2023, the Company received $59.6 million in cash and recorded a receivable of $2.5 million as a result of the full or partial termination of interest rate swaps. The Company collected the outstanding receivable of $2.5 million on January 5, 2024. The cash proceeds received are included in Net cash provided by operating activities in the Consolidated Statements of Cash Flows.
Additionally, from time to time, the Company utilizes derivative instruments for the purposes of managing interest rate risk on future term debt instruments. Since the debt agreements have not yet closed, in order to lock in the terms, the Company may make payments to be maintained as cash collateral. As of December 31, 2023 and 2022, the Company recorded nil and $1.7 million, respectively, of cash collateral in Other current assets in the Consolidated Balance Sheets.

v3.24.1

Asset Retirement Obligations
12 Months Ended

Dec. 31, 2023

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations
Note 13. Asset Retirement Obligations
The following table represents the balance of AROs as of December 31, 2023, as well as the additions, settlements and accretion related to the Company's AROs for the year ended December 31, 2023:
(in thousands)
Balance as of December 31, 2022 $ 31,413
Adjustments in estimates for current obligations (217)
Asset retirement obligation settled during current period (337)
Asset retirement obligation incurred during current period 1,425
Accretion expense 2,622
Balance as of December 31, 2023 $ 34,906

v3.24.1

Income Taxes
12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes
Note 14. Income Taxes
The Company conducts most of its operations through GREC, its taxable wholly owned subsidiary. The Company’s consolidated income tax (benefit) provision consists of the following:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Federal $ (19,269) $ 985
State (2,290) 2,019
Foreign 11 1
Deferred (benefit) provision for income taxes $ (21,548) $ 3,005
The principal differences between the Company’s effective tax rate of 10.9% and (5.2)% on operations and the U.S. federal statutory income tax rate as of December 31, 2023 and 2022, respectively, are as follows:
(in thousands) For the year ended December 31, 2023 Percentage For the period from May 19, 2022 through December 31, 2022 Percentage
Tax (benefit) at statutory U.S. federal income tax rate $ (41,398) 21.0 % $ (12,002) 21.0 %
State income taxes, net of federal benefit (7,050) 3.6 % 937 (1.6) %
Noncontrolling interest 20,184 (10.2) % 12,482 (21.8) %
Share-based compensation 1,816 (0.9) % 1,441 (2.5) %
Federal tax credits (1,293) 0.6 % (2,100) 3.7 %
Change in valuation allowance 4,330 (2.2) % 658 (1.2) %
Permanent differences (GREC LLC and other - net) 1,863 (1.0) % 1,589 (2.8) %
Actual provision for income taxes $ (21,548) 10.9 % $ 3,005 (5.2) %
Deferred tax assets (liabilities) reported on the accompanying Consolidated Balance Sheets as of December 31, 2023 and 2022 are as follows:
(in thousands) December 31, 2023 December 31, 2022
Net operating losses $ 99,469 $ 98,911
Long-term debt and failed sale-leaseback financing 58,519 —
Federal tax credits 17,671 16,252
Operating lease liabilities 13,825 14,282
Asset retirement obligations 5,035 5,287
Disallowed interest — 5,028
Other 3,678 3,571
Total deferred tax assets 198,197 143,331
Less: Valuation allowance (6,500) (2,170)
Deferred tax assets, net of valuation allowance $ 191,697 $ 141,161
Property, plant, and equipment $ (77,752) $ (48,090)
Investments in flow-through entities taxed as partnerships (68,245) (41,667)
Intangibles (54,823) (64,834)
Derivative assets (35,900) (51,569)
Operating lease assets (13,555) (14,070)
Long-term debt — (4,658)
Total deferred tax liabilities (250,275) (224,888)
Deferred tax liabilities, net $ 58,578 $ 83,727
As of December 31, 2023, the Company’s net deferred tax liability of $58.6 million consists of a deferred tax liability of $58.7 million, offset by a deferred tax asset of $0.1 million, which are recorded to Deferred tax liabilities, net and Other noncurrent assets, respectively, on the Consolidated Balance Sheets.
As of December 31, 2022, the Company’s net deferred tax liability of $83.7 million consists of a deferred tax liability of $85.7 million, offset by a deferred tax asset of $1.9 million, which are recorded to Deferred tax liabilities, net and Other noncurrent assets, respectively, on the Consolidated Balance Sheets.
As of December 31, 2023, the Company has federal net operating loss carry-forwards of approximately $368.7 million. Approximately $329.2 million of the carry-forward is indefinite-lived with the remaining $39.5 million expiring in 2036 and 2037. Federal tax credit carryforwards are approximately $17.7 million and will expire between 2035 and 2043.
As of December 31, 2023, state net operating loss and carryforwards total approximately $412.2 million. Approximately $66.4 million of the net operating loss carry-forward is indefinite-lived with the remaining $345.8 million expiring between 2024 and 2043 with earlier years expirations reserved by a valuation allowance.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2023, management has applied a partial valuation allowance of $6.5 million against the deferred tax assets resulting from certain state net operating loss carryforwards where it is more likely than not that they will not be utilized during their carryforward period.
Federal and state statutes of limitations are generally open for all years in which the Company has generated net operating losses, the earliest of which is the year ended December 31, 2014.
The Company assessed its tax positions for all open tax years as of December 31, 2023 for all U.S. federal and state, and foreign tax jurisdictions for the years 2014 through 2023. The results of this assessment are included in the Company’s tax provision and deferred tax assets as of December 31, 2023.
The Company is under audit by federal tax authorities at one of its tax equity partnerships for the fiscal year 2021. There have not been any proposed adjustments at this stage of the examination. The examination is expected to be finalized in the fiscal year 2025.

v3.24.1

Commitments and Contingencies
12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies
Note 15. Commitments and Contingencies
Legal Proceedings
The Company may become involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. Individuals and interest groups may sue to challenge the issuance of a permit for a renewable energy project or seek to enjoin construction of a wind energy project. In addition, the Company may be subject to legal proceedings or claims contesting the construction or operation of its renewable energy projects. In defending itself in these proceedings, the Company may incur significant expenses in legal fees and other related expenses regardless of the outcome of such proceedings. Unfavorable outcomes or developments relating to these proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on the Company's business, financial condition and results of operations. In addition, settlement of claims could adversely affect the Company's financial condition and results of operations. As of December 31, 2023, the Company is not aware of any legal proceedings that might have a significant adverse impact on the Company.
Letters of Credit
The Company is required to provide security under the terms of several of its power purchase agreements, permits, lease agreements and other project documents as well as many of its loan agreements. As of December 31, 2023, the Company has provided the requisite security for these agreements in the form of a standby letter of credit of $169.7 million. As of December 31, 2023, the Company had no unused letters of credit.
Pledge of Collateral and Unsecured Guarantee of Loans to Subsidiaries
Pursuant to various project loan agreements between the Company's subsidiaries and various lenders, the Company has pledged solar and wind operating assets as well as the membership interests in various subsidiaries as collateral for the term loans with maturity dates ranging from June 2025 through January 2057.
Investment in To-Be-Constructed Assets and Membership Interest Purchase Commitments
Pursuant to various engineering, procurement and construction contracts and membership interest purchase agreements to which certain of the Company's subsidiaries are individually a party, the subsidiaries, and indirectly the Company, have committed an outstanding balance of approximately $1.2 billion to complete construction of the facilities and the closing of the purchase of membership interest pursuant to all conditions being met under such agreements. Based upon current construction and closing schedules, the expectation is that these commitments will be fulfilled between 2024 and 2027. The Company plans to use debt and tax equity financing as well as cash on hand to fund such commitments.
Power Purchase Agreements
The Company has long-term PPAs with its offtake customers. Under the PPAs, the Company is required to deliver agreed-upon quantities based on the agreements for successive periods, typically between one to five year rolling periods, over the terms of the PPAs. As of December 31, 2023, the Company was in compliance with all agreed-upon delivery quantities.
Renewable Energy Credit Commitments
The Company enters into two different types of forward sales agreements. The first type of forward sales agreement is to sell 100% of the RECs produced by certain renewable energy systems. Total REC sales will depend on total production at each renewable energy system. The second type of forward sales agreement is to sell a specified number of RECs at fixed prices during specific periods between 2024 and 2041. As of December 31, 2023, the Company's commitments with third parties under REC sales contracts are as follows:
(in thousands)
Number of RECs
2024 176
2025 59
2026 55
2027 28
2028 28
Thereafter 174
Total 520
Leases
Lease agreements are evaluated at inception to determine whether they represent finance or operating leases. The Company has determined its site leases represent operating leases, and accordingly, minimum rental expense is recognized on a straight-line basis over the lease term beginning with the lease commencement date. For finance leases, the minimum rental expense is recognized in a front-loaded expense pattern. Refer to Note 10. Leases for further discussion of the Company’s future minimum commitments under all non-cancellable leases.
Pledge of Parent Company Guarantees
Pursuant to various tax equity structures, which are governed by various agreements to which certain of the Company’s subsidiaries are individually a party to, the Company has provided unsecured guarantees to support the commitments and obligations of these underlying tax equity agreements in an amount of $842.7 million as of December 31, 2023. As of December 31, 2023, the Company is not aware of any events that could trigger the Company’s obligations under these guarantees.
Refer to Note 1. Organization and Operations of the Company, Note 5. Variable Interest Entities, Note 10. Leases, and Note 16. Related Parties for an additional discussion of the Company’s commitments and contingencies.

v3.24.1

Related Parties
12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Related Parties
Note 16. Related Parties
The related party disclosures as included herein reflect such matters as of May 19, 2022 and prospectively. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 4. Related Party Agreements and Transaction Agreements as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis.
Immediately prior to the closing of the Acquisition on May 19, 2022, GCM owned 23.6 thousand Class A shares and 2.8 thousand Class P-D shares. In connection with the Acquisition, all Class A shares and Class P-D shares held by GCM were forfeited, retired and cancelled. The forfeiture, retirement, and cancellation of the shares held by GCM for $0.2 million was recorded to Other capital activity on the Consolidated Statements of Equity.
Modified Special Unit
In accordance with the terms of the Fourth Operating Agreement, the Special Unitholder was the holder of the Special Unit, which, prior to the completion of the Acquisition, entitled the Special Unitholder to receive the Performance Participation Fee and Liquidation Performance Participation Fee, each as described in detail in Note 4. Related Party Agreements and Transaction Agreements as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis.
Prior to the Acquisition, under the Fourth Operating Agreement, the “Liquidation Performance Participation Fee” payable to the Special Unitholder was equal to 20.0% of the net proceeds from a liquidation of the Company in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital was defined as the Company's NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involved a listing of the Company's shares, or a transaction in which the Company’s members received shares of a company that was listed, on a national securities exchange, the Liquidation Performance Participation Fee would have been equal to 20.0% of the amount, if any, by which the Company's listing value following such liquidity event exceeded the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee would be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.
Following the Acquisition, under the Fifth Operating Agreement, the “Liquidation Performance Participation Distribution” is payable to the LPU Holder upon the same terms described above with the exception that amounts that may be earned upon the occurrence of a listing of the Company’s shares (or a transaction in which the Company’s members receive shares of a company that is listed) on a national securities exchange are no longer payable in cash, but only in additional Class P-I shares, which will be valued for such purpose at their then fair market value as determined in accordance with the terms of the Fifth Operating Agreement at the time of such listing. In the case of a liquidation of the Company, amounts payable may be paid in additional shares of the Company, other securities and/or cash. Refer to Note 18. Equity for additional details on the Liquidation Performance Unit.
Transition Services Agreement
In connection with the Acquisition, Group LLC and certain other parties (together, the “Service Recipients”) entered into a transition services agreement with Greenbacker Administration (the “Transition Services Agreement”). In November 2023, Group LLC and the Service Recipients entered into an amended transition services agreement (the “Amended Transition Services Agreement”), pursuant to which Greenbacker Administration is providing certain financial and corporate recordkeeping services to the Service Recipients until the earlier of: (i) December 31, 2025; (ii) such time as the parties terminate the services arrangement; or (iii) one month after such Service Recipient has been liquidated and dissolved. The Service Recipients shall be required to pay a fee of $200 per hour per person performing the services it receives under both the Transition Services Agreement and Amended Transition Services Agreement. The impact of the Transition Services Agreement and Amended Transition Services Agreement, as applicable, to the Consolidated Financial Statements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was not material.
Registration Rights Agreement
In connection with the Acquisition, the Company, GREC, Group LLC and the LPU Holder entered into a customary registration rights agreement, pursuant to which GREC has agreed to use commercially reasonable efforts to prepare and file with the SEC not later than 12 months from the beginning of the first full calendar month following completion of an initial public offering by GREC a shelf registration statement relating to the resale of shares of common stock of GREC that may in the future be held by Group LLC, the LPU Holder and/or their respective members to the extent their shares of the Company are repurchased, redeemed, exchanged or converted into shares of common stock of GREC. GREC has agreed to pay customary registration expenses and to provide customary indemnification in connection with the foregoing registration rights.
Executive Protection Plan
In connection with the closing of the Acquisition, each of Mr. Charles Wheeler and Mr. David Sher terminated their employment agreements with Group LLC, and such employment agreement was superseded by offer letters from GREC and participation in the GREC Executive Protection Plan.
GCM Managed Funds
Prior to the Acquisition, GCM served as the external advisor of four investment entities: the Company, GROZ, GDEV I and GREC II. The Advisory Agreement between GCM and the Company was terminated in connection with the Acquisition. However, the Company continues to provide through GCM investment management services to GROZ, GDEV I and GREC II as a result of the acquisition of GCM. As a result, the Company began to record Investment Management revenue on the Consolidated Statements of Operations, as applicable, and more fully described below. In addition, the Company entered into an advisory agreement with GDEV II on November 11, 2022.
Base management fees under GCM’s advisory fee agreement with GROZ are calculated at a monthly rate of 0.125% (1.50% annually) of the average gross invested capital for GROZ. During the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the Company earned $0.3 million and $0.2 million, respectively, in management fees from GROZ. Management fees from GROZ are included in Investment Management revenue on the Consolidated Statements of Operations. The management fees earned are payable monthly, in arrears. As of December 31, 2023 and 2022, the Company was owed $0.2 million and $0.1 million, respectively, in management fees from GROZ, which is included in Accounts receivable on the Consolidated Balance Sheets.
The Company is also eligible to receive certain performance-based incentive fee distributions from GROZ, including upon liquidation of GROZ, subject to certain distribution thresholds as defined in the amended and restated limited liability company operating agreement of GROZ. The Company did not recognize any revenue related to GROZ incentive fee distributions for the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022.
Base management fees under GCM’s advisory fee agreements with GDEV and GDEV B, dated March 3, 2022, are calculated as described herein. For the period from March 3, 2022 through the date on which the commitment period ends (as defined in the GDEV and GDEV B amended and restated limited partnership agreements), the management fee is calculated at an annual rate of 1.75% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV and GDEV B. Beginning on the date following the date on which the commitment period terminates, the management fee is calculated at an annual rate of 1.75% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV and GDEV B. The management fees earned are payable quarterly in advance. As a result of the Company consolidating GDEV during the period from May 19, 2022 through November 17, 2022, $0.9 million of management fee revenue earned under the advisory agreement with GDEV was considered intercompany revenue and was therefore eliminated in consolidation. As a result of the deconsolidation of GDEV on November 18, 2022, management fee revenue is no longer eliminated in consolidation and is recorded on the Consolidated Statements of Operations. During the period from November 18, 2022 through December 31, 2022, the Company earned $0.2 million in management fees from GDEV, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2022, the Company was not owed any management fees from GDEV. Management fee revenue earned under the advisory agreement with GDEV B is not considered intercompany revenue, and therefore is not eliminated in consolidation. During the period from May 19, 2022 through December 31, 2022, the Company earned $0.4 million in management fees from GDEV B, which is included in Investment Management revenue on the Consolidated Statements of Operations. During the year ended December 31, 2023, the Company earned $2.4 million in management fees from GDEV I, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was not owed any management fees from GDEV I. As of December 31, 2023 and 2022, GDEV I prepaid the Company management fees of nil and $0.6 million, respectively, which is included in Other current liabilities on the Consolidated Balance Sheets.
The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV I, including upon liquidation of GDEV I, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV I. The Company did not recognize any revenue related to GDEV I incentive fee distributions for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022.
Base management fees under GCM’s advisory agreement with GDEV II, dated November 11, 2022, are calculated as described herein. For the period from November 11, 2022 through the date on which the commitment period ends (as defined in the GDEV II amended and restated limited partnership agreement), the management fee is calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV II. Beginning on the date following the date on which the commitment period terminates, the management fee will be calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV II. The management fees earned are payable quarterly in advance. During the year ended December 31, 2023 and the period from November 11, 2022 through December 31, 2022, the Company earned $2.0 million and $0.2 million, respectively, in management fees from GDEV II, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was owed $0.8 million and $0.2 million, respectively, in management fees from GDEV II, which is included in Accounts receivable on the Consolidated Balance Sheets.
The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV II, including upon liquidation of GDEV II, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV II. The Company did not recognize any revenue related to GDEV II incentive fee distributions for the year ended December 31, 2023 or the period from November 11, 2022 through December 31, 2022.
Base management fees under GCM’s advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate NAV of the net assets attributable to Class F shares of GREC II plus an annual percentage of the aggregate NAV of the net assets attributable to Class I, Class D, Class T, and Class S shares in accordance with the following schedule:
Aggregate NAV
(Class I, Class D, Class T, and Class S shares) Management Fee
On NAV up to and including $1,500,000,000
1.75% (0.15% monthly)
On NAV in excess of $1,500,000,000
1.50% (0.13% monthly)
During the year ended December 31, 2023, the Company earned $3.9 million in management fees from GREC II, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023, the Company was owed $2.3 million in management fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets. For the period from May 19, 2022 through December 31, 2022, the Company did not earn any management fees under the advisory agreement due to GREC II’s early stage of development.
The Company is also eligible to receive certain performance-based incentive fees from GREC II, including upon liquidation of GREC II, subject to certain distribution thresholds as defined in the advisory agreement between GCM and GREC II. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the Company recognized $1.7 million and $0.9 million, respectively, related to GREC II performance-based incentive fees, which are included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was owed $0.5 million and $0.9 million, respectively, in performance-based incentive fees, respectively, which are included in Accounts receivable on the Consolidated Balance Sheets.
In addition, the Company earns administrative fee revenue for certain technical, financial, legal, accounting, tax and operational asset management services performed by Greenbacker Administration. Pursuant to the administration agreement between GREC II and Greenbacker Administration, GREC II will reimburse Greenbacker Administration for the costs and expenses incurred by Greenbacker Administration and any sub-administrators in performing their obligations and providing personnel and facilities to GREC II. During the year ended December 31, 2023, the Company earned $3.5 million in administrative fee revenue, which is included in Investment Management revenue on the Consolidated Statements of Operations. The Company did not recognize any administrative fee revenue for the period from May 19, 2022 through December 31, 2022. As of December 31, 2023, the Company was owed $2.4 million in administrative fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets.
During the year ended December 31, 2023, the Company guaranteed $34.9 million of costs to complete ongoing construction of certain facilities currently owned or to be acquired by GREC II pursuant to the terms and conditions of various construction related contracts. As of December 31, 2023, the Company was not aware of any events that could trigger the Company’s obligations under these guarantees. During March 2024, the Company assigned $18.1 million of guarantees to GREC II and intends to assign the remaining guarantees.
Other Related Party Transactions
The Company entered into secured loans to finance the purchase and installation of energy-efficient lighting with AEC Companies. Certain of the loans with LED Funding LLC, an AEC Company, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties as the members of these entities own a direct, noncontrolling ownership interest in the Company. The loans between the AEC Companies and the Company, and the subsequent leases, were negotiated at arm’s length and contain standard terms and conditions that would be included in third-party lending agreements, including required security and collateral, interest rates based upon risk of the specific loan, and term of the loan. As of December 31, 2023 and 2022, the Company was owed $0.1 million and $0.1 million, respectively, in lease payments from AEC Companies, which is included in Accounts receivable on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the principal balance of the loan receivable was $0.2 million and $0.3 million, respectively, which is included in Other noncurrent assets on the Consolidated Balance Sheets. The interest receivable as of December 31, 2023 and 2022 was not material. The Company received payments of $0.1 million and $0.1 million on the operating leases and the loan receivable, respectively, during both the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022.
On September 1, 2023, GREC (together with the Company) and Mehul Mehta entered into a separation agreement where Mr. Mehta’s role as Chief Investment Officer with the Company terminated on September 1, 2023, and the Company engaged Mr. Mehta as a consultant. Pursuant to the separation agreement, Mr. Mehta will receive cash severance of $1.3 million and a grant of 0.1 million cash-settled restricted share units, of which a certain portion vested on February 17, 2024, with the remainder vesting on February 17, 2025. Mr. Mehta’s previous grant of 0.1 million restricted share units were forfeited. A certain number of Mr. Mehta’s Earnout Shares will vest on an accelerated basis on May 19, 2024. Mr. Mehta will also have the ability to have Class P-I shares repurchased depending on whether the Company’s current SRP has been terminated or suspended. Refer to Note 19. Share-based Compensation for additional information on Mr. Mehta’s forfeited restricted share units and granted cash-settled restricted share units. All participating Earnout Shares and Class P-I shares were reclassified as temporary equity and recorded within Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets.
In addition, the Company entered into a consulting agreement with Mr. Mehta to provide certain consulting, transition and other services. The term of the consulting agreement is from September 1, 2023 through January 2, 2024, with total consideration of $0.2 million paid in accordance with the Company’s normal payroll schedule. The consulting agreement expired in accordance with its terms on January 2, 2024.
Related Party Agreements and Transaction Agreements
The related party disclosures as included herein reflects such matters as of May 18, 2022 and prior to such date. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 16. Related Parties as included in the Notes to the Consolidated Financial Statements as prepared under the Non-Investment Basis.
Prior to the Acquisition, the LLC had executed advisory and administration agreements with GCM and Greenbacker Administration, which entitled GCM, and certain affiliates of GCM, to specified fees upon the provision of certain services with regard to the ongoing management of the LLC as well as reimbursement of O&O costs incurred by GCM on behalf of the LLC (as discussed in Note 2. Significant Accounting Policies) and certain other operating costs incurred by GCM on behalf of the LLC. As the LLC’s previous public offering was terminated on March 29, 2019, its former dealer manager will no longer receive any selling commissions or dealer manager fees. However, our former dealer manager will continue to receive distribution fees on Class C shares until the maximum amount of commissions and dealer manager fees permitted by applicable regulation is reached.
With respect to Class C shares only, the LLC pays the former dealer manager a distribution fee that accrues daily in an amount equal to 1/365th of 0.80% of the amount of the net asset value for the Class C shares for such day on a continuous basis from year to year. The LLC will stop paying distribution fees at the earlier of 1) a listing of the Class C shares on a national securities exchange; 2) total underwriting compensation in the offering equals 10.0% of the gross proceeds from the primary offering of Class C shares, following the completion of such offering; or 3) Class C shares are no longer outstanding. The dealer manager may re-allow all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers. The LLC estimated the amount of distribution fees expected to be paid and recorded that liability at the time of sale of such shares. The LLC continues to assess the value of the liability on a regular basis.
The LLC also reimbursed GCM for the O&O costs (other than selling commissions and dealer manager fees) it had incurred on the LLC’s behalf related to the now terminated Registration Statements, only to the extent that the reimbursement would not cause the selling commissions, dealer manager fee and the other O&O costs borne by the LLC to exceed 15.00% of the gross offering proceeds as the amount of proceeds increases.
Offering costs incurred by GCM in conjunction with the offering of shares of Class P-A, P-S, P-T and P-D under our current private placement memoranda were subject to the reimbursement by the LLC up to 0.50% (50 basis points) of gross offering proceeds for each such class of shares.
Prior to May 19, 2022, the term “Special Unitholder” referred to GREC Advisors, LLC, a Delaware limited liability company, which was a subsidiary of GCM and “special unit”, referred to the special unit of limited liability company interest in the LLC. This entitled the Special Unitholder to receive a Performance Participation Fee.
Prior to the Acquisition, the fees and reimbursement obligations related to the operation of the LLC were as follows:
Type of Compensation and Recipient Determination of Amount
Base Management Fees — GCM
Prior to July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of our gross assets (including amounts borrowed up to $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and 0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in arrears, or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined by GCM in its sole discretion.
On July 1, 2021, the LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of the net assets until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion.
Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM.
Performance Participation Fees
Prior to the Acquisition, under the Fourth Operating Agreement, the “Performance Participation Fee” which the Special Unitholder was entitled to was calculated and payable in arrears, for an amount equal to 12.5% of the total return generated by the LLC during the most recently completed fiscal quarter, subject to a hurdle amount of 1.50% (or 6% annualized) (the “Hurdle Amount”), a loss carryforward amount and a fee carryforward amount. The “Total Return Amount” is defined for each quarterly calculation period, as an amount equal to the sum of:

•The aggregate amount of all cash distributions accrued or paid (without duplication) during such quarter on the shares outstanding at the end of such quarter, plus

•The amount of the change in aggregate NAV of such shares since the beginning of such quarter, before giving effect to (x) changes in the aggregate NAV of such shares during such quarter resulting solely from the net proceeds of issuances and/or repurchase of shares by the LLC, and (y) the amount of any accrual of the Performance Participation Fee during such quarter.
Type of Compensation and Recipient Determination of Amount
The calculation of the Total Return Amount for each period included any appreciation or depreciation in the NAV of the shares issued during such period but exclude the proceeds from the initial issuance of such shares. The total NAV of the shares outstanding as of the last business day of a calendar quarter was the amount against which changes in the total NAV of the shares outstanding during the subsequent calendar quarter was measured. Furthermore, the “Loss Carryforward Amount” was initially equal to zero and cumulatively increased in any calendar quarter by the absolute value of any negative total return for such quarter and cumulatively decreased in any calendar quarter by the amount of any positive total return. The “Fee Carryforward Amount” was also initially equal to zero, and cumulatively increased in any calendar quarter by (i) the amount, if any, by which the Hurdle Amount (noted above) for such quarter exceeded any positive Total Return Amount for such quarter; and (ii) the amount, if any, by which the catch-up amount for such quarter exceeded excess profits for such quarter. The fee carryforward amount was cumulatively decreased in any calendar quarter by the amount, if any, of the Fee Carryforward Amount paid to the Special Unitholder for such quarter. Neither the Loss Carryforward Amount nor the Fee Carryforward Amount were permitted to less than zero at any given time.
The Special Unitholder shall receive the Performance Participation Fee as follows:

●    if the Total Return Amount for the applicable period exceeded the sum of (x) the Hurdle Amount for such period and (y) the Loss Carryforward Amount for such Period (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount paid to the Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for such period and (y) any amount paid to the Special Unitholder pursuant to this clause (the “Catch-Up Amount”);

●    to the extent there were remaining Excess Profits after payment of the Catch-Up Amount, 100% of such remaining Excess Profits until such amount paid to the Special Unitholder equaled the amount of the Fee Carryforward Amount for such period; and

●    to the extent there are remaining Excess Profits after payment of the Catch-Up Amount and the Fee Carryforward Amount (as defined above), 12.5% of such remaining Excess Profits.
The Liquidation Performance Participation Fee payable to the Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the LLC in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean the LLC NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involves a listing of the LLC's shares, or a transaction in which the LLC's members receive shares of a company that is listed, on a national securities exchange, the Liquidation Performance Participation Fee will equal 20.0% of the amount, if any, by which the LLC's listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.
For the period from January 1, 2022 through May 18, 2022, GCM earned $10.7 million in management fees.
The Performance participation fee recorded on the Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022 is $0.4 million.
As of May 18, 2022, GCM owned 23.6 thousand Class A shares and 2.8 thousand Class P-D shares.
The LLC entered into secured loans to finance the purchase and installation of energy-efficient lighting with LED Funding LLC and AEC Companies. Certain of the loans with LED Funding LLC, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties, as the members of these entities own an indirect, noncontrolling ownership interest in GCM. The loans outstanding between the AEC Companies and the LLC, and the subsequent leases, were negotiated at arm’s length and contain standard terms and conditions that would be included in third-party lending agreements, including required security and collateral, interest rates based upon risk of the specific loan, and term of the loan. As of May 18, 2022, all loans and leases are considered current per their terms.
On October 9, 2020, GREC made a $5.0 million LP commitment to GDEV, which was increased to $6.1 million in the fourth quarter of 2020. In April 2021, the commitment to GDEV increased to $7.5 million. As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV's general partner. GDEV is an affiliate of GREC as GDEV shares the same investment advisor as the LLC. As of May 18, 2022, $2.9 million of the commitment was funded.

v3.24.1

Noncontrolling Interests and Redeemable Noncontrolling Interests
12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

Noncontrolling Interests and Redeemable Noncontrolling Interests
Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests
NCI represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to the Company. For accounting purposes, the holders of NCI of consolidated subsidiaries of the Company include Tax Equity Investors under the tax equity financing facilities as well as the NCI in GDEV GP and GDEV GP II, which are held by an employee of the Company, and GDEV, which NCI was held by other limited partners of the partnership prior to the deconsolidation event on November 18, 2022.
Tax Equity Investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies and utility affiliates that use these investments to reduce future tax liabilities. Depending on the arrangement, until the Tax Equity Investors achieve their agreed-upon rate of return, they are entitled to a portion of the applicable project’s operating cash flow as well as substantially all of the project’s investment tax credits, accelerated depreciation and taxable income or loss. Typically, tax equity financing transactions are structured so that the Tax Equity Investors reach their target return between five and 10 years after the applicable project achieves commercial operation. The Company has determined that the contractual arrangements with Tax Equity Investors represent substantive profit-sharing arrangements and that income or loss should be attributed to these NCIs in each period using a balance sheet approach referred to as the HLBV method. As of December 31, 2023, RNCI attributable to Tax Equity Investors after adjusting the carrying amount to the redemption value was $2.2 million, and nonredeemable NCI attributable to Tax Equity Investors was $113.7 million. As of December 31, 2022, RNCI attributable to Tax Equity Investors after adjusting the carrying amount to the redemption value was $2.0 million, and nonredeemable NCI attributable to Tax Equity Investors was $83.3 million. Net loss attributable to noncontrolling interests for Tax Equity Investors was $95.7 million and $60.7 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. For the year ended December 31, 2023, contributions from Tax Equity Investors, net of syndication costs of $7.1 million, totaled $144.7 million, all of which was received in the period, and distributions to Tax Equity Investors totaled $17.0 million, of which $14.7 million was paid in the period. For the period from May 19, 2022 through December 31, 2022, contributions from Tax Equity Investors net of syndication costs totaled $82.7 million, all of which were received in the period, and distributions to Tax Equity Investors totaled $11.4 million, of which $8.6 million was paid in the period.
The Company allocates income and loss to the NCI in GDEV GP based on the contractual allocations within the GDEV GP operating agreement. As of December 31, 2023 and 2022, the NCI attributable to the GDEV GP was not material and $0.5 million, respectively. Net income (loss) attributable to noncontrolling interests at GDEV GP for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was not material.
The Company allocates income and loss to the NCI in GDEV GP II based on the contractual allocations within the GDEV GP II operating agreement. As of December 31, 2023 and 2022, the NCI attributable to the GDEV GP II was not material. Net income (loss) attributable to noncontrolling interests at GDEV GP II for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was not material.
The noncontrolling interests in GDEV represented the component of equity held by limited partners, excluding the equity held by the Company, prior to the deconsolidation of GDEV on November 18, 2022 as discussed in Note 5. Variable Interest Entities. The portion of the net investment gains (losses) of GDEV attributable to the limited partner investors was allocated to noncontrolling interests prior to the deconsolidation. Net income attributable to noncontrolling interests at GDEV was $1.2 million for the period from May 19, 2022 through November 17, 2022. For the period from May 19, 2022 through November 17, 2022, contributions from the GDEV limited partners totaled $22.2 million, of which $22.2 million was received in the respective period. For the period from May 19, 2022 through November 17, 2022, distributions to the limited partners totaled $2.6 million, all of which were paid in the respective period. As a result of the deconsolidation event on November 18, 2022, there was no NCI attributable to GDEV investors as of December 31, 2023 or 2022.
As of December 31, 2023 and 2022, NCI attributable to other noncontrolling interest was $0.2 million and $0.2 million, respectively.

v3.24.1

Equity
12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Equity
Note 18. Equity
General
Pursuant to the terms of the Fifth Operating Agreement, the Company may issue up to 400.0 million shares, 350.0 million of which shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T, P-I shares and Earnout Shares (collectively, common shares), and 50.0 million are designated as preferred shares. Except as described below, each class of common shares will have the same voting rights and rights to participate in distributions payable by the Company.
In connection with the Acquisition, the Company issued 13.1 million newly designated Earnout Shares to Group LLC pursuant to a certificate of share designation of Class EO common shares of the Company (the “Certificate of Designation”).The Certificate of Designation was subsequently amended and restated in February 2024 (the “Amended and Restated Certificate of Designation”). The Amended and Restated Certificate of Designation amended the provision providing for the allocation of net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Company.. Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares,” and are comprised of 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares. Each separate series of Earnout Shares initially do not have the right to participate in any distributions paid by the Company. However, upon the achievement of separate benchmark targets applicable to each series in accordance with the terms of the Amended and Restated Certificate of Designation, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become Participating Earnout Shares and will become entitled to priority allocations of profits and increases in value from the Company, and will (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares for all purposes set forth in the Fifth Operating Agreement. Prior to the satisfaction of these targets as per the terms and conditions of the Amended and Restated Certificate of Designation, Earnout Shares will not be entitled to (x) vote with other shares on matters submitted to the holders of shares generally or (y) receive any distributions made to any other holders of shares (and will not be entitled to any accrual of distributions prior to achieving the targets described in the Amended and Restated Certificate of Designation). As of December 31, 2023, certain Earnout Shares have earned participating status as discussed in Earnout Shares below.
In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I shares and 13.1 million Earnout Shares. Holders of the Class P-I shares or Earnout Shares issued pursuant to the Contribution Agreement will not be permitted to sell or transfer the Class P-I shares or Earnout Shares for twelve months after the closing date of the Acquisition.
The Fifth Operating Agreement authorizes the Company’s Board of Directors, without approval of any of the members, to increase the number of shares the Company is authorized to issue and to classify and reclassify any authorized but unissued class or series of shares into any other class or series of shares having such designations, preferences, right, power and duties as may be specified by the Company's Board of Directors. The Fifth Operating Agreement also authorizes the Company's Board of Directors, without approval of any of the members, to issue additional shares of any class or series for the consideration and on the terms and conditions established by the Company's Board of Directors. In addition, the Company may also issue additional limited liability company interests that have designations, preferences, right, powers and duties that are different from, and may be senior to, those applicable to the common shares.
Distribution Reinvestment Plan
The Company adopted a DRP through which the Company’s Class A, C and I shareholders could elect to purchase additional shares with distributions from the Company rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the Company's prior public and private offerings. As of April 17, 2023, pursuant to the Company’s Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-251021), the Company was offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the Third Amended and Restated DRP. As of January 17, 2024, the Company ceased offering the shares under the previously effective registration statement, and pursuant to the Company’s new registration statement on Form S-3 (File No. 333-276532), the Company is offering up to $20.0 million in Class A, C and I shares to its existing Class A, C and I shareholders pursuant to the Third Amended and Restated DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares (as discussed in Note 2. Significant Accounting Policies). At its discretion, the Board of Directors may amend, suspend or terminate the DRP as well as modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the Company. A participant may terminate the election to participate in the DRP by written notice to the plan administrator received by the plan administrator at least 10 days prior to the distribution payment date.
As of December 31, 2023, the Company issued 3.3 million Class A shares, 0.6 million Class C shares, 1.6 million Class I shares, 0.1 million Class P-A shares, 2.8 million Class P-I shares, 3.7 thousand Class P-D shares, 1.6 million Class P-S shares, and 14.4 thousand Class P-T shares for a total of 10.0 million aggregate shares issued under the DRP. As of December 31, 2022, the Company issued 2.9 million Class A shares, 0.5 million Class C shares, 1.4 million Class I shares, 48.9 thousand Class P-A shares, 1.6 million Class P-I shares, 2.4 thousand Class P-D shares, 0.9 million Class P-S shares, and 8.2 thousand Class P-T shares for a total of 7.3 million aggregate shares issued under the DRP.
Share Repurchase Program
The Company, through approval by its Board of Directors, adopted the SRP, pursuant to which the Company would conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the Company at a price equal to the then current monthly share value for that class of shares.
The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the Company may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings or other external financing sources and cash from liquidation of investments to repurchase shares.
A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a shareholder must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the Company. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase.
The quarterly share repurchases limits for the SRP are set forth below.
Quarter Ending Share Repurchase Limit(s)
September 30, 2021, and each quarter thereafter
During any 12-month period, 20.00% of the weighted average number of outstanding shares
During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters
The Company may repurchase fewer shares than have been requested in any particular quarter to be repurchased under the SRP, or none at all, in its discretion at any time. Further, the Board of Directors may modify, suspend or terminate the SRP if it deems such action to be in the best interest of the Company and its shareholders or in response to regulatory changes or changes in law.
On September 23, 2023, the Board of Directors approved the suspension of the SRP effective immediately, except for repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder. As a result of the suspension of the SRP, the Company will not accept or otherwise process any additional repurchase requests (except as noted above) until such time, if any, as the Board of Directors affirmatively authorizes the recommencement of the SRP. However, the Company can make no assurances as to whether this will happen or the timing or terms of any recommencement.
The Company delayed the payment with respect to the shares repurchased by the Company for the second quarter and distributed related proceeds in the fourth quarter of 2023. The Company also paid an additional supplemental payment to these redeeming shareholders based on the amount of distributions that the redeeming shareholders would have received from July 1, 2023 through the final date on which the shares are paid, had the Company not repurchased the shares. During the year ended December 31, 2023, the Company recorded and paid $0.7 million related to this supplemental payment to Interest expense, net on the Consolidated Statements of Operations.
The Company has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act.
Liquidation Performance Unit
In connection with the Acquisition, the Company issued a new Liquidation Performance Unit (the “LPU”) to the LPU Holder to replace the Special Unit previously issued to GCM. The Special Unit was contributed in connection with and immediately prior to the Acquisition from Group LLC, and therefore, was cancelled and terminated. The LPU Holder was formed on May 19, 2022 with the sole purpose of holding the LPU and is a wholly owned subsidiary of Group LLC. As per the terms of the agreement, upon an initial public offering of GREC (the “Listing”) or the liquidation of the Company, the LPU Holder shall be entitled to the Liquidation Performance Participation Distribution, the value and character of which is determined as follows:
a.if the Liquidation Performance Participation Distribution is payable as a result of a liquidation, the Liquidation Performance Participation Distribution will equal 20.00% of the net proceeds from the liquidation remaining after the other members of the Company have received their share of net proceeds; or
b.if the Liquidation Performance Participation Distribution is payable as a result of a Listing, the Liquidation Performance Participation Distribution will equal 20.00% of any premium the Company receives from the Listing. Additionally, the Liquidation Performance Participation Distribution shall be payable by converting the LPU into a number of newly issued Class P-I shares equal to the Liquidation Performance Participation Distribution divided by the Class P-I share value as of the first month end following the 30th trading day following such an IPO.
Since none of the events that would trigger the Liquidation Performance Participation Distribution was considered probable to occur, no liability was recognized related to the LPU as of December 31, 2023.
Additionally, certain employees of the Company received profits interest units from the LPU Holder in exchange for employment services. Since the LPU Holder does not have any other operations or assets, the distribution an employee grantee shall receive from these profits interest units is the equivalent of the Liquidation Performance Participation Distribution the Company shall make to the LPU Holder. The Company has determined that the profits interest units do not represent a substantive class of the Company’s equity, and therefore, shall account for the potential distribution to employees as a payable in accordance with ASC Topic 710, Compensation—General. Since none of the events that would trigger the distribution was considered probable to occur, no liability was recognized as of December 31, 2023, and no compensation expense was recognized for the year ended December 31, 2023.
Earnout Shares
As discussed in Note 3. Acquisitions, on May 19, 2022, the Company completed a management internalization transaction pursuant to which it acquired substantially all of the business and assets including intellectual property and personnel of its external advisor, GCM, Greenbacker Administration and GDEV GP (collectively, the “Acquired Entities”).
The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM's former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements.
In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13.1 million of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share.
The Earnout Shares included in purchase consideration are classified as contingent consideration liabilities and are subject to recurring fair value measurements until they reach the status of Participating Earnout Shares. As of December 31, 2023, the Run Rate Revenue exceeded $8.3 million but was less than $12.5 million. Accordingly, a total of 3.7 million Tranche 1 Earnout Shares with a fair value of $32.8 million achieved the status of Participating Earnout Shares for the year ended December 31, 2023, which was reclassified from Contingent consideration to Common stock, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the fair value of the Earnout Shares that had not yet achieved the status of Participating Earnout Shares was $42.3 million and $75.7 million, respectively. The change in fair value of the contingent consideration related to Participating Earnout Shares is reclassified from Contingent consideration to Common shares, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. The change in fair value of the contingent consideration, excluding the reclassification associated with Earnout Shares that achieved the status of Participating Earnout Shares, is included in General and administrative expense on the Consolidated Statements of Operations.
As of December 31, 2023, none of the Company’s preferred shares were issued and outstanding.
The following table is a summary of the shares issued, participating and repurchased during the period and outstanding as of December 31, 2023:
(in thousands)
Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T
Class EO(1)
Total
Shares outstanding as of May 19, 2022 16,627 2,767 6,445 794 103,334 199 47,048 241 — 177,455
Shares issued to complete the acquisition — — — — 24,393 — — — — 24,393
Shares issued through reinvestment of distributions 278 61 158 22 810 1 456 4 — 1,790
Shares repurchased (741) (155) (199) (1) (3,505) (6) (1,008) — — (5,615)
Shares transferred — — — — 236 — (234) — — 2
Other capital activity (24) — — — 46 (3) — — — 19
Shares outstanding as of December 31, 2022 16,140 2,673 6,404 815 125,314 191 46,262 245 — 198,044
Shares issued through reinvestment of distributions 411 93 238 35 1,180 1 671 7 — 2,636
Shares repurchased (742) (60) (109) — (2,741) — (2,156) (3) — (5,811)
Shares transferred — — — — 264 — (263) — — 1
Other capital activity — — — — 22 — — — 3,730 3,752
Shares outstanding as of December 31, 2023 15,809 2,706 6,533 850 124,039 192 44,514 249 3,730 198,622
(1)Class EO Other capital activity relates to shares that achieved participating Earnout Share status as discussed in Earnout Shares above.
Distributions
On the last business day of each month, with the authorization of its Board of Directors, the Company declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T, P-S shares and Earnout Shares. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share.
Class of Share
Distribution Period A C I P-A P-I P-D P-T P-S EO
1-Nov-15 31-Jan-16 $ 0.00165 $ 0.00165 $ 0.00165 $ — $ — $ — $ — $ — $ —
1-Feb-16 30-Apr-16 $ 0.00166 $ 0.00166 $ 0.00166 $ — $ — $ — $ — $ — $ —
1-May-16 31-Jul-16 $ 0.00166 $ 0.00166 $ 0.00166 $ 0.00158 $ 0.00158 $ — $ — $ — $ —
1-Aug-16 31-Oct-16 $ 0.00168 $ 0.00168 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ —
1-Nov-16 31-Jan-17 $ 0.00169 $ 0.00164 $ 0.00169 $ 0.00160 $ 0.00160 $ — $ — $ — $ —
1-Feb-17 30-Apr-17 $ 0.00168 $ 0.00164 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ —
1-May-17 31-Jul-17 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00160 $ 0.00158 $ — $ — $ — $ —
1-Aug-17 31-Oct-17 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00159 $ — $ — $ — $ —
1-Nov-17 31-Oct-18 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00158 $ — $ — $ — $ —
1-Nov-18 30-Apr-20 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00165 $ 0.00158 $ — $ — $ — $ —
1-May-20 30-Nov-20 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00153 $ 0.00158 $ — $ — $ — $ —
1-Dec-20 30-Jun-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ —
1-Jul-23 31-Dec-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158
The following table reflects the distributions declared during the year ended December 31, 2023:
(in thousands)
Pay Date Paid in Cash Value of Shares Issued under DRP Total
February 1, 2023 $ 7,386 $ 1,975 $ 9,361
March 1, 2023 6,679 1,777 8,456
March 31, 2023 7,420 1,942 9,362
May 1, 2023 7,114 1,888 9,002
June 1, 2023 7,373 1,934 9,307
July 3, 2023 7,145 1,871 9,016
August 1, 2023 7,232 1,926 9,158
September 1, 2023 7,226 1,935 9,161
October 2, 2023 7,003 1,872 8,875
November 2, 2023 7,352 1,841 9,193
December 1, 2023 7,964 1,746 9,710
January 2, 2024 7,606 1,786 9,392
Total $ 87,500 $ 22,493 $ 109,993
The following table reflects the distributions declared during the period from May 19, 2022 through December 31, 2022:
(in thousands)
Pay Date Paid in cash Value of Shares Issued under DRP Total
June 1, 2022 $ 6,954 $ 2,020 $ 8,974
July 1, 2022 7,345 1,890 9,235
August 1, 2022 7,570 1,955 9,525
September 1, 2022 7,565 1,973 9,538
October 3, 2022 7,313 1,923 9,236
November 1, 2022 7,507 1,987 9,494
December 1, 2022 7,271 1,930 9,201
January 3, 2023 7,703 1,968 9,671
Total $ 59,228 $ 15,646 $ 74,874
All distributions paid for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 are expected to be reported as a return of capital to members for tax reporting purposes.
Cash distributions for the year ended December 31, 2023 were funded from cash on hand and other external financing sources. The Company expects to continue to fund distributions from a combination of cash on hand, cash from operations as well as other external financing sources. Due to the Company’s acquisition strategy to own pre-operational assets that are not yet generating cash from operations as well as the Company’s strategy of engaging in initiatives that include repowering projects where the existing assets are being retrofit with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity, a significant amount of distributions will continue to be funded from other external financing sources until such projects become operational. Management fee and incentive fee revenue from our IM segment is also utilized as a source of capital to fund distributions as this portion of our business grows.
Beginning July 1, 2023, the Company authorized and declared distributions for Earnout Shares in cash.
Members’ Equity
General
Pursuant to the terms of the Operating Agreement, the LLC may issue up to 400.0 million shares, of which 350.0 million shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T and P-I shares (collectively, common shares), and 50.0 million are designated as preferred shares and one special unit. Each class of common shares has the same voting rights.
Class P-A shares were not offered for sale from March 29, 2019 through October 17, 2020, but were reinstated as of October 18, 2020, along with the commencement of three new share classes: P-D, P-T and P-S.
The following table is a summary of the shares issued and repurchased during the period and outstanding as of May 18, 2022:
(in thousands)
Shares Outstanding as of December 31,
2021 Shares
Sold
During the Period Shares
Issued
through
Reinvestment of
Distributions
During
the Period Shares
Repurchased
During
the Period Shares Outstanding as of May 18,
2022
Class A shares 16,580 — 138 (91) 16,627
Class C shares 2,742 — 31 (6) 2,767
Class I shares 6,449 — 78 (82) 6,445
Class P-A shares 783 — 11 — 794
Class P-I shares 92,068 11,212 371 (317) 103,334
Class P-D shares 198 — 1 — 199
Class P-S shares 46,325 713 233 (223) 47,048
Class P-T shares 239 — 2 — 241
Total 165,384 11,925 865 (719) 177,455
The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the period from January 1, 2022 through May 18, 2022 were as follows:
(in thousands)
Class A
shares Class C
shares Class I
shares Class P-A
shares Class P-I
shares Class P-D
shares Class P-S
shares Class P-T
shares Total
For the period from January 1, 2022 through May 18, 2022:
Proceeds from Shares Sold $ — $ — $ — $ — $ 98,651 $ — $ 6,301 $ — $ 104,952
Proceeds from Shares Issued through Reinvestment of Distributions $ 1,148 $ 252 $ 646 $ 91 $ 3,263 $ 4 $ 2,066 $ 16 $ 7,486
Distribution Reinvestment Plan
The LLC adopted a DRP through which the LLC’s Class A, C and I shareholders may elect to have the full amount of cash distributions reinvested in additional shares rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the LLC’s prior public and current private offerings. As of November 30, 2020, pursuant to the LLC’s Registration Statement on Form S-3D (File No. 333-251021), the LLC was offering up to $20.0 million in Class A, C and I shares to our existing shareholders pursuant to the DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares. At its discretion, the Board of Directors may amend, suspend or terminate the DRP. The Board of Directors may also modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the LLC. A participant may terminate participation in the DRP by written notice to the plan administrator, received by the plan administrator at least 10 days prior to the distribution payment date.
As of May 18, 2022, the LLC issued 2.6 million Class A shares, 0.4 million Class C shares, 1.2 million Class I shares, 27.0 thousand Class P-A shares, 0.8 million Class P-I shares, 1.5 thousand Class P-D shares, 0.5 million Class P-S shares and 4.3 thousand Class P-T shares for a total of 5.5 million aggregate shares issued under the DRP.
Share Repurchase Program
The LLC offers the SRP pursuant to which quarterly share repurchases will be conducted to allow members to sell shares back to the LLC at a price equal to the then current offering price less the selling commissions and dealer manager fees associated with that class of shares.
The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the LLC may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings and cash from liquidation of investments to repurchase shares.
A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a member must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the LLC. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase.
Through September 30, 2020, quarterly share repurchases were conducted to allow up to approximately 5.00% of the weighted average number of outstanding shares in any 12-month period to be repurchased by the LLC. Effective September 1, 2020, the LLC, through approval by its Board of Directors, adopted an amended SRP, pursuant to which the LLC will conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the LLC. The quarterly share repurchase limits for the LLC's new SRP are set forth below.
Quarter Ending Share Repurchase Limit(s)
December 31, 2020
During such fiscal quarter, 1.88% of the weighted average number of shares outstanding in the prior four fiscal quarters
March 31, 2021
During such fiscal quarter, 2.50% of the weighted average number of shares outstanding in the prior four fiscal quarters
June 30, 2021
During such fiscal quarter, 3.75% of the weighted average number of shares outstanding in the prior four fiscal quarters
September 30, 2021, and each quarter thereafter
During any 12-month period, 20.00% of the weighted average number of outstanding shares

During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters
The LLC has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act.

v3.24.1

Share-based Compensation
12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-based Compensation
Note 19. Share-based Compensation
In May 2023, the Company’s Board of Directors adopted the 2023 Equity Incentive Plan, which authorized an aggregate of 5% of the common shares that are issued and outstanding as Class P-I shares for issuance to employees and non-employee directors. The maximum number of common shares authorized will be automatically increased by 1% on each anniversary of the effective date of the 2023 Equity Incentive Plan, until the total aggregate amount of issuable shares is 10% of the common shares issued and outstanding. The 2023 Equity Incentive Plan allows for the issuance of certain share awards. The Company’s Board of Directors determines the period over which share-based awards become exercisable and awards generally vest over a one to four-year period. As of December 31, 2023, there were 8.5 million shares available for future grants under the 2023 Equity Incentive Plan.
Share-based compensation expense is recognized within Direct operating costs and General and administrative expense on the Consolidated Statements of Operations. The Company accounts for forfeitures as they occur. The following table summarizes share-based compensation expense recognized during the year ended December 31, 2023:
(in thousands)
For the year ended December 31, 2023
Restricted share units
$ 370
Cash-settled restricted share units
678
Performance restricted share units
441
Director’s fees
195
GDEV I incentive fees(1)
919
GDEV II special profits interest
164
EO Awards(2)
8,481
Total
$ 11,248
(1) The GDEV I incentive fees are carried interest that were issued by GDEV GP to certain employees of GCM that provided services to GDEV GP. Refer to Note 3. Acquisitions for additional information.
(2) The Earnout Shares were granted in connection with the Acquisition. Refer to Note 3. Acquisitions for additional information.
Restricted Share Units
The Company grants service-based restricted share units to employees and non-employee directors under the 2023 Equity Incentive Plan. Compensation expense for these service-based restricted share units is based on the MSV of the Company’s Class P-I shares on the business day prior to grant and is recognized ratably over the service period. There were 0.4 million of restricted share units granted during the year ended December 31, 2023 with a weighted average fair value of $8.03 per share. Unrecognized compensation expense related to restricted share units as of December 31, 2023 was $1.7 million, which the Company expects to recognize over a weighted average period of 1.56 years.
The following table provides a summary of the restricted share unit activity during the year ended December 31, 2023:
(in thousands, except for per share data)
Restricted Share Units
Weighted Average Fair Value
Unvested balance as of December 31, 2022
— $ —
Granted
352 $ 8.03
Forfeited
(85) $ 8.83
Unvested balance as of December 31, 2023
267 $ 7.78
Forfeited units during the year ended December 31, 2023 were re-granted as cash-settled restricted share units.
Cash-Settled Restricted Share Units
As discussed in Note 16. Related Parties, in September 2023, 0.1 million previously issued restricted share units were forfeited and the Company simultaneously awarded 0.1 million new cash-settled restricted share units to a former employee of the Company. Of these cash-settled restricted share units, 67% will vest on February 17, 2024, and 33% will vest on February 17, 2025 if the employee does not violate the terms of a restrictive covenant set forth in such former employee’s separation agreement with the Company. The awards were fully vested on the grant date because the restrictive covenant does not create a substantive service condition. The fair value of these cash-settled restricted share units was $0.7 million on the grant date. The cash-settled restricted share units are measured at fair value each quarter until settled. The change in the fair value of the cash-settled restricted share units from the grant date through December 31, 2023 was not material.
Performance Restricted Share Units
In August 2023, the Company granted performance restricted share units of up to 1.1 million shares of the Company’s Class P-I shares to certain employees. The awards had a grant date fair value of approximately $4.7 million using a Black-Scholes-Merton model. The performance restricted share units are both a market and service-based award in accordance with ASC 718. Shares under this award will be earned based on total shareholder return between May 23, 2023 and May 23, 2026. Shares earned will vest on August 9, 2027. The Company will recognize the entire $4.7 million of compensation expense for this award, regardless of whether such conditions are met, over the requisite service period unless units are forfeited during the period.
The following table summarizes the assumptions and related information used to determine the grant-date fair value of performance restricted share units awarded for the August 2023 performance restricted share unit grant:
Inputs
Performance Restricted Share Units
Weighted average grant-date fair value per Class P-I share $ 8.76
Performance period (in years) 3.0
Expected share volatility 32.2 %
Dividend yield — %
Daily distribution rate $ 0.00158
Risk-free interest rate 4.5 %
The following table provides a summary of performance restricted share unit activity during the year ended December 31, 2023:
(in thousands, except per share data)
Performance Restricted Share Units
Weighted Average Fair Value
Unvested balance as of December 31, 2022
— $ —
Granted
1,067 $ 4.40
Unvested balance as of December 31, 2023
1,067 $ 4.40
EO Awards
The Company recognized share-based compensation expenses of $8.5 million and $6.9 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively, related to the EO Awards, which are included in General and administrative expenses in the Consolidated Statements of Operations. As of December 31, 2023, unrecognized share-based compensation expense associated with the EO Awards is $15.2 million, which is expected to be amortized over a weighted average period of 2.0 years. The Company recognized total forfeitures of $2.2 million and $0.1 million during the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. Refer to Note 3. Acquisitions for additional details.
GDEV I Incentive Fees
The GDEV I incentive fees were carried interest issued by GDEV GP to certain employees of GCM that provided services to GDEV GP. The Company accounts for the carried interests issued to employees in accordance with ASC 710. The carried interests issued to employees are liability classified, and compensation expense for the carried interests is based on the change in the fair value of the carried interests. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the compensation expense recognized on the carried interests was $0.9 million and $0.4 million, respectively, which are included in General and administrative expenses in the Consolidated Statements of Operations. Refer to Note 3. Acquisitions for additional details.

v3.24.1

Earnings Per Share
12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share
Note 20. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated:
(in thousands, except per share data)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Basic and diluted:
Net loss attributable to Greenbacker Renewable Energy Company LLC $ (79,471) $ (724)
Weighted average common shares outstanding used in computing net loss per share—basic 199,293 201,668
Weighted average common shares outstanding used in computing net loss per share—diluted 199,293 201,668
Net loss attributable to Greenbacker Renewable Energy Company LLC
Net loss per share—basic $ (0.40) $ 0.00
Net loss per share—diluted $ (0.40) $ 0.00
Securities that could potentially be dilutive are excluded from the computation of diluted loss per share when a loss from continuing operations exists because their inclusion would result in an anti-dilutive effect on per share amounts. The effect of 1.4 million shares related to the Company’s share-based compensation awards for the year ended December 31, 2023 were excluded from the calculation of diluted earnings per share as effect of such shares would have been anti-dilutive. The Company did not have any potentially dilutive shares for the period from May 19, 2022 through December 31, 2022.

v3.24.1

Segment Reporting
12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Reporting
Note 21. Segment Reporting
The Company determines its operating segments and reports segment information in accordance with how the Company’s CODM allocates resources and assesses performance. The Company’s CODM is its Chief Executive Officer. The Company’s operating segments are aggregated into two reportable segments, described below:
•IPP – The IPP business represents the active management and operations of the Company's fleet of renewable energy projects, including those in late-stage development and under construction. The Company's renewable energy projects generally earn revenue through the sale of generated electricity as well as frequently through the sale of other commodities such as RECs. In certain cases, the Company also serves as a minority member in renewable energy projects where it does not actively manage and operate the project but receives periodic dividends. The Company also provides loans to developers for the construction of renewable energy and energy efficiency projects as an incremental revenue stream for IPP.
The IPP business includes the direct costs to operate the Company's fleet, including costs such as operations and maintenance, repairs, and other costs incurred at the project / site level. Additionally, the Company employs a dedicated team of technical asset managers as well as a construction team to oversee the development and operations of our fleet. Such costs are recorded as Direct operating costs for IPP.
The IPP business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IPP.
•IM – The IM business represents GCM’s investment management platform, which is a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. The IM business also includes administrative services provided by Greenbacker Administration for managed funds in the renewable energy industry as an additional revenue stream.
The Company's IM business includes the direct costs incurred for the investment management services for managed funds and other marketing and investor relation services. This includes the costs to raise and deploy capital for such funds. Such costs are recorded as Direct operating costs for IM.
The IM business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IM.
The following table presents the Company’s reportable segment financial results:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Energy revenue $ 159,301 $ 101,596
Other revenue 8,434 7,506
Contract amortization, net (8,060) (10,529)
Total IPP revenue $ 159,675 $ 98,573
Investment Management revenue $ 13,490 $ 1,919
The Company's CODM evaluates the financial performance of each segment using Segment Adjusted EBITDA, which excludes: (i) unallocated corporate expenses; (ii) interest expense; (iii) income taxes; (iv) depreciation expense; (v) amortization expense (including contract amortization); (vi) accretion; (vii) impairment of long-lived assets; (viii) share-based compensation; (ix) other non-recurring costs that are unrelated to the continuing operations of the Company’s segments; and (x) amounts attributable to our redeemable and non-redeemable controlling interests. Additionally, the Company does not allocate foreign currency gains and losses, other income and losses, change in fair value of contingent consideration (if any), and unrealized gains and losses to our operating segments. See “Results of Operations - Non-Investment Basis” Item 2 for additional discussion on Segment Adjusted EBITDA and segment results.
The following table reconciles total Segment Adjusted EBITDA to Net loss attributable to Greenbacker Renewable Energy Company LLC:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Segment Adjusted EBITDA:
IPP Adjusted EBITDA $ 62,180 $ 53,627
IM Adjusted EBITDA (2,674) (8,480)
Total Segment Adjusted EBITDA $ 59,506 $ 45,147
Reconciliation:
Total Segment Adjusted EBITDA $ 59,506 $ 45,147
Unallocated corporate expenses (27,754) (18,767)
Total Adjusted EBITDA 31,752 26,380
Less:
Share-based compensation expense 11,248 6,903
Change in fair value of contingent consideration (603) 2,100
Non-recurring professional services and legal fees 3,388 7,593
Non-recurring salaries and personnel related expenses 1,250 —
Depreciation, amortization and accretion(1)
134,647 49,772
Impairment of long-lived assets 59,294 —
Operating loss $ (177,472) $ (39,988)
Interest expense, net (40,519) (15,889)
Realized gain (loss) on interest rate swaps, net 2,428 (1,322)
Unrealized gain (loss) on interest rate swaps, net 17,763 (249)
Unrealized gain on investments, net 932 398
Other expense, net (267) (108)
Net loss before income taxes $ (197,135) $ (57,158)
Benefit from (provision for) income taxes 21,548 (3,005)
Net loss $ (175,587) $ (60,163)
Less: Net loss attributable to noncontrolling interests (96,935) (59,439)
Less: Net income attributable to redeemable noncontrolling interests 819 —
Net loss attributable to Greenbacker Renewable Energy Company LLC $ (79,471) $ (724)
(1)Includes contract amortization, net in the amount of $8.1 million, and $10.5 million for the year ended December 31, 2023, and the period from May 19, 2022 through December 31, 2022, respectively, which are included in Contract amortization, net on the Consolidated Statements of Operations.
Assets are not allocated to the Company’s segments for internal reporting purposes.

v3.24.1

Subsequent Events
12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events
Note 22. Subsequent Events
The Company has evaluated events that have occurred after the balance sheet date but before the financial statements are issued and has determined that there were no subsequent events requiring adjustment or disclosure in the Consolidated Financial Statements, except as described below:
On January 17, 2024, the Company filed a registration statement on Form S-3 (File No. 333-276532) offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the Third Amended and Restated DRP, which allows existing holders of shares to elect to have the full amount of their cash distributions from the Company reinvested in additional shares of the same share class rather than receive the cash distributions. Subsequently, on February 26, 2024, the Company filed Post-Effective Amendment No. 2 to Form S-3 on Form S-1 (File No. 333-251021) deregistering its previously effective registration statement offering shares pursuant to the Third Amended and Restated DRP. The Company ceased offering the shares under the previously effective registration statement on January 17, 2024, which is the effective date of the Company’s new registration statement on Form S-3. The Company accepted aggregate gross proceeds of $19.6 million under the previously effective registration statement and deregistered the remaining $0.4 million from the offering.
On January 22, 2024, the Company borrowed $13.6 million under its GREC Warehouse Holdings I LLC revolving credit facility.
On January 23, 2024, the Company amended the Dogwood GB Manager LLC loan agreement to decrease the maximum commitment amount from $90.6 million to $58.7 million.
On February 8, 2024, the Company filed a registration statement on Form S-8 (File No. 333-276944), registering 8,469,497 Class P-I shares to be offered to participants pursuant to the 2023 Equity Incentive Plan.
On February 9, 2024, the Company terminated one deal contingent swap and received consideration of $47.2 million.
On February 29, 2024, the Company entered into a sale-leaseback arrangement related to a wind asset with an initial lease term of 20 years for total cash proceeds of $111.5 million. The Company utilized the proceeds to pay down $32.9 million of existing debt for GB Wind Holdco LLC. In accordance with the lease agreements, the Company has two early buyout options in 2029 and 2033. As part of the arrangement, the Company will still operate and earn revenues from the facilities throughout the lease term while the lessor will be entitled to all available tax credits. As part of the sale-leaseback transaction, the Company entered into a tax indemnity agreement.
On March 8, 2024, the Company received tax equity funding of $5.7 million.

v3.24.1

Organization and Operations of the LLC
12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Operations of the LLC
Note 1. Organization and Operations of the Company
Organization
Greenbacker Renewable Energy Company LLC (the “Company”) is a Delaware limited liability company formed in December 2012. The Company is an energy transition, renewable energy and investment management company that acquires, constructs and operates renewable energy and energy efficiency projects, as well as finances the construction and/or operation of these and other sustainable development projects and businesses and provides through GCM investment management services to funds within the sustainable infrastructure and renewable energy industry. As of December 31, 2023, the Company’s fleet comprised 435 renewable energy projects with an aggregate power production capacity of approximately 3.3 GW, which includes operating capacity of approximately 1.5 GW and pre-operational capacity of approximately 1.8 GW. As of December 31, 2023, GCM serves as the registered investment adviser of four funds in the sustainable and renewable energy industry.
The Company conducts substantially all its operations through its wholly owned subsidiary, GREC. Until May 19, 2022, the Company was externally managed by GCM. As of and after May 19, 2022, the Company operates as a fully integrated and internally managed company after acquiring GCM and several other related entities, which are now wholly owned subsidiaries of GREC. The Company’s fiscal year-end is December 31.
The Company previously conducted continuous public offerings of Class A, C, and I shares of limited liability company interests, along with Class A, C, and I shares pursuant to the Company’s DRP. The public offerings were initially commenced in August 2013 and terminated March 29, 2019, raising a total of $253.4 million. The Company also privately offered Class P-A, P-I, P-D, P-T and P-S shares. These private offerings were conducted between April 2016 and March 16, 2022, raising a total of $1.4 billion. The Company currently offers the DRP pursuant to which shareholders may elect to have the full amount of cash distributions reinvested in additional shares. The Company offered the SRP pursuant to which quarterly share repurchases were conducted to allow shareholders to sell shares back to the Company. On September 23, 2023, the Company suspended the SRP (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder).
Management Internalization
On May 19, 2022, the Company completed the Acquisition pursuant to which it acquired substantially all of the business and assets, including intellectual property and personnel of its external advisor, GCM, an investment management and energy transition, renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act, Greenbacker Administration and certain other affiliated companies. All of the acquired businesses and assets were immediately thereafter contributed by the Company to GREC. As a result of the Acquisition, the Company operates as a fully integrated and internally managed company with its own dedicated executive management team and other employees to manage its business and operations. The Company now operates with the capabilities of both an actively managed owner-operator of sustainable infrastructure and renewable energy businesses and as an active third-party investment manager of other funds within the sustainable infrastructure and renewable energy industry.
Refer to Note 3. Acquisitions for further details.
Organization and Operations of the LLC
For a detailed description, refer to Note 1. Organization and Operations of the Company as included in the Notes to the Consolidated Financial Statements as included in the Non-Investment Basis section of Item 8 of this Annual Report.
Prior to May 19, 2022, the LLC was externally managed and is an energy company that acquires, constructs and operates renewable energy and energy efficiency projects as well as finances the construction and/or operation of these and other sustainable development projects and businesses. The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC. GREC is a Maryland corporation formed in November 2011, and the LLC currently holds all the outstanding shares of capital stock of GREC. GREC HoldCo, a wholly owned subsidiary of GREC, was formed in Delaware in June 2016. GREC Administration LLC and Danforth Shared Services LLC, both wholly owned subsidiaries of GREC, were formed in Delaware in January 2020 and May 2019, respectively. The consolidated financial results of the LLC have historically included the results of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, and GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to LLC and its subsidiaries. As of and prior to May 18, 2022, the use of “we”, “us”, and “our” refer, collectively to the LLC, GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC, unless otherwise expressly stated or context otherwise requires.
The LLC was externally managed and advised by GCM, a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. GCM was acquired by the LLC as part of the Acquisition on May 19, 2022.

v3.24.1

Valuation of Investments at Fair Value
12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Valuation of Investments at Fair Value Valuation of Investments at Fair Value
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the period ended May 18, 2022:
(in thousands)
Balance as of December 31,
2021 Net
change in
unrealized
appreciation
on investments Translation
of assets
and
liabilities
denominated
in foreign
currencies Purchases
Cost
adjustments(1)
Sales and
repayments of
investments(2)
Net
realized
loss on
investments Balance as of May 18,
2022
Limited Liability Company Member Interests $ 1,332,933 $ 13,652 $ — $ 322,060 $ (210,520) $ — $ (2) $ 1,458,123
Capital Stock 1,750 (4) (26) — — — — 1,720
Energy Efficiency - Secured Loans 381 — — — — (55) — 326
Secured Loans - Other 33,286 — — 17,365 — (12,270) — 38,381
Total $ 1,368,350 $ 13,648 $ (26) $ 339,425 $ (210,520) $ (12,325) $ (2) $ 1,498,550
(1)Includes paid-in-kind interest, return of capital and additional investments in existing investments, if any.
(2)Includes principal repayments on loans.
The total change in unrealized appreciation included in the Consolidated Statement of Operations within Net change in unrealized appreciation (depreciation) on Investments and Foreign currency translation for the period from January 1, 2022 through May 18, 2022 attributable to Level 3 investments still held was $13.6 million. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of Level 3 as of the beginning of the period in which the reclassifications occur. There were no reclassifications attributable to Level 3 investments during the period from January 1, 2022 through May 18, 2022.

v3.24.1

Related Party Agreements and Transaction Agreements
12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Related Party Agreements and Transaction Agreements
Note 16. Related Parties
The related party disclosures as included herein reflect such matters as of May 19, 2022 and prospectively. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 4. Related Party Agreements and Transaction Agreements as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis.
Immediately prior to the closing of the Acquisition on May 19, 2022, GCM owned 23.6 thousand Class A shares and 2.8 thousand Class P-D shares. In connection with the Acquisition, all Class A shares and Class P-D shares held by GCM were forfeited, retired and cancelled. The forfeiture, retirement, and cancellation of the shares held by GCM for $0.2 million was recorded to Other capital activity on the Consolidated Statements of Equity.
Modified Special Unit
In accordance with the terms of the Fourth Operating Agreement, the Special Unitholder was the holder of the Special Unit, which, prior to the completion of the Acquisition, entitled the Special Unitholder to receive the Performance Participation Fee and Liquidation Performance Participation Fee, each as described in detail in Note 4. Related Party Agreements and Transaction Agreements as included in the Notes to the Consolidated Financial Statements as prepared under the Investment Basis.
Prior to the Acquisition, under the Fourth Operating Agreement, the “Liquidation Performance Participation Fee” payable to the Special Unitholder was equal to 20.0% of the net proceeds from a liquidation of the Company in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital was defined as the Company's NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involved a listing of the Company's shares, or a transaction in which the Company’s members received shares of a company that was listed, on a national securities exchange, the Liquidation Performance Participation Fee would have been equal to 20.0% of the amount, if any, by which the Company's listing value following such liquidity event exceeded the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee would be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.
Following the Acquisition, under the Fifth Operating Agreement, the “Liquidation Performance Participation Distribution” is payable to the LPU Holder upon the same terms described above with the exception that amounts that may be earned upon the occurrence of a listing of the Company’s shares (or a transaction in which the Company’s members receive shares of a company that is listed) on a national securities exchange are no longer payable in cash, but only in additional Class P-I shares, which will be valued for such purpose at their then fair market value as determined in accordance with the terms of the Fifth Operating Agreement at the time of such listing. In the case of a liquidation of the Company, amounts payable may be paid in additional shares of the Company, other securities and/or cash. Refer to Note 18. Equity for additional details on the Liquidation Performance Unit.
Transition Services Agreement
In connection with the Acquisition, Group LLC and certain other parties (together, the “Service Recipients”) entered into a transition services agreement with Greenbacker Administration (the “Transition Services Agreement”). In November 2023, Group LLC and the Service Recipients entered into an amended transition services agreement (the “Amended Transition Services Agreement”), pursuant to which Greenbacker Administration is providing certain financial and corporate recordkeeping services to the Service Recipients until the earlier of: (i) December 31, 2025; (ii) such time as the parties terminate the services arrangement; or (iii) one month after such Service Recipient has been liquidated and dissolved. The Service Recipients shall be required to pay a fee of $200 per hour per person performing the services it receives under both the Transition Services Agreement and Amended Transition Services Agreement. The impact of the Transition Services Agreement and Amended Transition Services Agreement, as applicable, to the Consolidated Financial Statements for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was not material.
Registration Rights Agreement
In connection with the Acquisition, the Company, GREC, Group LLC and the LPU Holder entered into a customary registration rights agreement, pursuant to which GREC has agreed to use commercially reasonable efforts to prepare and file with the SEC not later than 12 months from the beginning of the first full calendar month following completion of an initial public offering by GREC a shelf registration statement relating to the resale of shares of common stock of GREC that may in the future be held by Group LLC, the LPU Holder and/or their respective members to the extent their shares of the Company are repurchased, redeemed, exchanged or converted into shares of common stock of GREC. GREC has agreed to pay customary registration expenses and to provide customary indemnification in connection with the foregoing registration rights.
Executive Protection Plan
In connection with the closing of the Acquisition, each of Mr. Charles Wheeler and Mr. David Sher terminated their employment agreements with Group LLC, and such employment agreement was superseded by offer letters from GREC and participation in the GREC Executive Protection Plan.
GCM Managed Funds
Prior to the Acquisition, GCM served as the external advisor of four investment entities: the Company, GROZ, GDEV I and GREC II. The Advisory Agreement between GCM and the Company was terminated in connection with the Acquisition. However, the Company continues to provide through GCM investment management services to GROZ, GDEV I and GREC II as a result of the acquisition of GCM. As a result, the Company began to record Investment Management revenue on the Consolidated Statements of Operations, as applicable, and more fully described below. In addition, the Company entered into an advisory agreement with GDEV II on November 11, 2022.
Base management fees under GCM’s advisory fee agreement with GROZ are calculated at a monthly rate of 0.125% (1.50% annually) of the average gross invested capital for GROZ. During the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the Company earned $0.3 million and $0.2 million, respectively, in management fees from GROZ. Management fees from GROZ are included in Investment Management revenue on the Consolidated Statements of Operations. The management fees earned are payable monthly, in arrears. As of December 31, 2023 and 2022, the Company was owed $0.2 million and $0.1 million, respectively, in management fees from GROZ, which is included in Accounts receivable on the Consolidated Balance Sheets.
The Company is also eligible to receive certain performance-based incentive fee distributions from GROZ, including upon liquidation of GROZ, subject to certain distribution thresholds as defined in the amended and restated limited liability company operating agreement of GROZ. The Company did not recognize any revenue related to GROZ incentive fee distributions for the year ended December 31, 2023 or the period from May 19, 2022 through December 31, 2022.
Base management fees under GCM’s advisory fee agreements with GDEV and GDEV B, dated March 3, 2022, are calculated as described herein. For the period from March 3, 2022 through the date on which the commitment period ends (as defined in the GDEV and GDEV B amended and restated limited partnership agreements), the management fee is calculated at an annual rate of 1.75% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV and GDEV B. Beginning on the date following the date on which the commitment period terminates, the management fee is calculated at an annual rate of 1.75% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV and GDEV B. The management fees earned are payable quarterly in advance. As a result of the Company consolidating GDEV during the period from May 19, 2022 through November 17, 2022, $0.9 million of management fee revenue earned under the advisory agreement with GDEV was considered intercompany revenue and was therefore eliminated in consolidation. As a result of the deconsolidation of GDEV on November 18, 2022, management fee revenue is no longer eliminated in consolidation and is recorded on the Consolidated Statements of Operations. During the period from November 18, 2022 through December 31, 2022, the Company earned $0.2 million in management fees from GDEV, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2022, the Company was not owed any management fees from GDEV. Management fee revenue earned under the advisory agreement with GDEV B is not considered intercompany revenue, and therefore is not eliminated in consolidation. During the period from May 19, 2022 through December 31, 2022, the Company earned $0.4 million in management fees from GDEV B, which is included in Investment Management revenue on the Consolidated Statements of Operations. During the year ended December 31, 2023, the Company earned $2.4 million in management fees from GDEV I, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was not owed any management fees from GDEV I. As of December 31, 2023 and 2022, GDEV I prepaid the Company management fees of nil and $0.6 million, respectively, which is included in Other current liabilities on the Consolidated Balance Sheets.
The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV I, including upon liquidation of GDEV I, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV I. The Company did not recognize any revenue related to GDEV I incentive fee distributions for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022.
Base management fees under GCM’s advisory agreement with GDEV II, dated November 11, 2022, are calculated as described herein. For the period from November 11, 2022 through the date on which the commitment period ends (as defined in the GDEV II amended and restated limited partnership agreement), the management fee is calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate capital commitments to GDEV II. Beginning on the date following the date on which the commitment period terminates, the management fee will be calculated at an annual rate of 1.50% to 2.00%, depending on the limited partner, of the aggregate cost basis of all portfolio securities of GDEV II. The management fees earned are payable quarterly in advance. During the year ended December 31, 2023 and the period from November 11, 2022 through December 31, 2022, the Company earned $2.0 million and $0.2 million, respectively, in management fees from GDEV II, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was owed $0.8 million and $0.2 million, respectively, in management fees from GDEV II, which is included in Accounts receivable on the Consolidated Balance Sheets.
The Company is also eligible to receive certain performance-based incentive fee distributions from GDEV II, including upon liquidation of GDEV II, subject to certain distribution thresholds as defined in the amended and restated limited liability partnership agreements of GDEV II. The Company did not recognize any revenue related to GDEV II incentive fee distributions for the year ended December 31, 2023 or the period from November 11, 2022 through December 31, 2022.
Base management fees under GCM’s advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate NAV of the net assets attributable to Class F shares of GREC II plus an annual percentage of the aggregate NAV of the net assets attributable to Class I, Class D, Class T, and Class S shares in accordance with the following schedule:
Aggregate NAV
(Class I, Class D, Class T, and Class S shares) Management Fee
On NAV up to and including $1,500,000,000
1.75% (0.15% monthly)
On NAV in excess of $1,500,000,000
1.50% (0.13% monthly)
During the year ended December 31, 2023, the Company earned $3.9 million in management fees from GREC II, which is included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023, the Company was owed $2.3 million in management fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets. For the period from May 19, 2022 through December 31, 2022, the Company did not earn any management fees under the advisory agreement due to GREC II’s early stage of development.
The Company is also eligible to receive certain performance-based incentive fees from GREC II, including upon liquidation of GREC II, subject to certain distribution thresholds as defined in the advisory agreement between GCM and GREC II. For the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, the Company recognized $1.7 million and $0.9 million, respectively, related to GREC II performance-based incentive fees, which are included in Investment Management revenue on the Consolidated Statements of Operations. As of December 31, 2023 and 2022, the Company was owed $0.5 million and $0.9 million, respectively, in performance-based incentive fees, respectively, which are included in Accounts receivable on the Consolidated Balance Sheets.
In addition, the Company earns administrative fee revenue for certain technical, financial, legal, accounting, tax and operational asset management services performed by Greenbacker Administration. Pursuant to the administration agreement between GREC II and Greenbacker Administration, GREC II will reimburse Greenbacker Administration for the costs and expenses incurred by Greenbacker Administration and any sub-administrators in performing their obligations and providing personnel and facilities to GREC II. During the year ended December 31, 2023, the Company earned $3.5 million in administrative fee revenue, which is included in Investment Management revenue on the Consolidated Statements of Operations. The Company did not recognize any administrative fee revenue for the period from May 19, 2022 through December 31, 2022. As of December 31, 2023, the Company was owed $2.4 million in administrative fees from GREC II, which is included in Accounts receivable on the Consolidated Balance Sheets.
During the year ended December 31, 2023, the Company guaranteed $34.9 million of costs to complete ongoing construction of certain facilities currently owned or to be acquired by GREC II pursuant to the terms and conditions of various construction related contracts. As of December 31, 2023, the Company was not aware of any events that could trigger the Company’s obligations under these guarantees. During March 2024, the Company assigned $18.1 million of guarantees to GREC II and intends to assign the remaining guarantees.
Other Related Party Transactions
The Company entered into secured loans to finance the purchase and installation of energy-efficient lighting with AEC Companies. Certain of the loans with LED Funding LLC, an AEC Company, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties as the members of these entities own a direct, noncontrolling ownership interest in the Company. The loans between the AEC Companies and the Company, and the subsequent leases, were negotiated at arm’s length and contain standard terms and conditions that would be included in third-party lending agreements, including required security and collateral, interest rates based upon risk of the specific loan, and term of the loan. As of December 31, 2023 and 2022, the Company was owed $0.1 million and $0.1 million, respectively, in lease payments from AEC Companies, which is included in Accounts receivable on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the principal balance of the loan receivable was $0.2 million and $0.3 million, respectively, which is included in Other noncurrent assets on the Consolidated Balance Sheets. The interest receivable as of December 31, 2023 and 2022 was not material. The Company received payments of $0.1 million and $0.1 million on the operating leases and the loan receivable, respectively, during both the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022.
On September 1, 2023, GREC (together with the Company) and Mehul Mehta entered into a separation agreement where Mr. Mehta’s role as Chief Investment Officer with the Company terminated on September 1, 2023, and the Company engaged Mr. Mehta as a consultant. Pursuant to the separation agreement, Mr. Mehta will receive cash severance of $1.3 million and a grant of 0.1 million cash-settled restricted share units, of which a certain portion vested on February 17, 2024, with the remainder vesting on February 17, 2025. Mr. Mehta’s previous grant of 0.1 million restricted share units were forfeited. A certain number of Mr. Mehta’s Earnout Shares will vest on an accelerated basis on May 19, 2024. Mr. Mehta will also have the ability to have Class P-I shares repurchased depending on whether the Company’s current SRP has been terminated or suspended. Refer to Note 19. Share-based Compensation for additional information on Mr. Mehta’s forfeited restricted share units and granted cash-settled restricted share units. All participating Earnout Shares and Class P-I shares were reclassified as temporary equity and recorded within Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets.
In addition, the Company entered into a consulting agreement with Mr. Mehta to provide certain consulting, transition and other services. The term of the consulting agreement is from September 1, 2023 through January 2, 2024, with total consideration of $0.2 million paid in accordance with the Company’s normal payroll schedule. The consulting agreement expired in accordance with its terms on January 2, 2024.
Related Party Agreements and Transaction Agreements
The related party disclosures as included herein reflects such matters as of May 18, 2022 and prior to such date. Certain of the related party agreements and transactions were impacted by the Acquisition and are detailed in Note 16. Related Parties as included in the Notes to the Consolidated Financial Statements as prepared under the Non-Investment Basis.
Prior to the Acquisition, the LLC had executed advisory and administration agreements with GCM and Greenbacker Administration, which entitled GCM, and certain affiliates of GCM, to specified fees upon the provision of certain services with regard to the ongoing management of the LLC as well as reimbursement of O&O costs incurred by GCM on behalf of the LLC (as discussed in Note 2. Significant Accounting Policies) and certain other operating costs incurred by GCM on behalf of the LLC. As the LLC’s previous public offering was terminated on March 29, 2019, its former dealer manager will no longer receive any selling commissions or dealer manager fees. However, our former dealer manager will continue to receive distribution fees on Class C shares until the maximum amount of commissions and dealer manager fees permitted by applicable regulation is reached.
With respect to Class C shares only, the LLC pays the former dealer manager a distribution fee that accrues daily in an amount equal to 1/365th of 0.80% of the amount of the net asset value for the Class C shares for such day on a continuous basis from year to year. The LLC will stop paying distribution fees at the earlier of 1) a listing of the Class C shares on a national securities exchange; 2) total underwriting compensation in the offering equals 10.0% of the gross proceeds from the primary offering of Class C shares, following the completion of such offering; or 3) Class C shares are no longer outstanding. The dealer manager may re-allow all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers. The LLC estimated the amount of distribution fees expected to be paid and recorded that liability at the time of sale of such shares. The LLC continues to assess the value of the liability on a regular basis.
The LLC also reimbursed GCM for the O&O costs (other than selling commissions and dealer manager fees) it had incurred on the LLC’s behalf related to the now terminated Registration Statements, only to the extent that the reimbursement would not cause the selling commissions, dealer manager fee and the other O&O costs borne by the LLC to exceed 15.00% of the gross offering proceeds as the amount of proceeds increases.
Offering costs incurred by GCM in conjunction with the offering of shares of Class P-A, P-S, P-T and P-D under our current private placement memoranda were subject to the reimbursement by the LLC up to 0.50% (50 basis points) of gross offering proceeds for each such class of shares.
Prior to May 19, 2022, the term “Special Unitholder” referred to GREC Advisors, LLC, a Delaware limited liability company, which was a subsidiary of GCM and “special unit”, referred to the special unit of limited liability company interest in the LLC. This entitled the Special Unitholder to receive a Performance Participation Fee.
Prior to the Acquisition, the fees and reimbursement obligations related to the operation of the LLC were as follows:
Type of Compensation and Recipient Determination of Amount
Base Management Fees — GCM
Prior to July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of our gross assets (including amounts borrowed up to $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and 0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in arrears, or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined by GCM in its sole discretion.
On July 1, 2021, the LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of the net assets until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion.
Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM.
Performance Participation Fees
Prior to the Acquisition, under the Fourth Operating Agreement, the “Performance Participation Fee” which the Special Unitholder was entitled to was calculated and payable in arrears, for an amount equal to 12.5% of the total return generated by the LLC during the most recently completed fiscal quarter, subject to a hurdle amount of 1.50% (or 6% annualized) (the “Hurdle Amount”), a loss carryforward amount and a fee carryforward amount. The “Total Return Amount” is defined for each quarterly calculation period, as an amount equal to the sum of:

•The aggregate amount of all cash distributions accrued or paid (without duplication) during such quarter on the shares outstanding at the end of such quarter, plus

•The amount of the change in aggregate NAV of such shares since the beginning of such quarter, before giving effect to (x) changes in the aggregate NAV of such shares during such quarter resulting solely from the net proceeds of issuances and/or repurchase of shares by the LLC, and (y) the amount of any accrual of the Performance Participation Fee during such quarter.
Type of Compensation and Recipient Determination of Amount
The calculation of the Total Return Amount for each period included any appreciation or depreciation in the NAV of the shares issued during such period but exclude the proceeds from the initial issuance of such shares. The total NAV of the shares outstanding as of the last business day of a calendar quarter was the amount against which changes in the total NAV of the shares outstanding during the subsequent calendar quarter was measured. Furthermore, the “Loss Carryforward Amount” was initially equal to zero and cumulatively increased in any calendar quarter by the absolute value of any negative total return for such quarter and cumulatively decreased in any calendar quarter by the amount of any positive total return. The “Fee Carryforward Amount” was also initially equal to zero, and cumulatively increased in any calendar quarter by (i) the amount, if any, by which the Hurdle Amount (noted above) for such quarter exceeded any positive Total Return Amount for such quarter; and (ii) the amount, if any, by which the catch-up amount for such quarter exceeded excess profits for such quarter. The fee carryforward amount was cumulatively decreased in any calendar quarter by the amount, if any, of the Fee Carryforward Amount paid to the Special Unitholder for such quarter. Neither the Loss Carryforward Amount nor the Fee Carryforward Amount were permitted to less than zero at any given time.
The Special Unitholder shall receive the Performance Participation Fee as follows:

●    if the Total Return Amount for the applicable period exceeded the sum of (x) the Hurdle Amount for such period and (y) the Loss Carryforward Amount for such Period (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount paid to the Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for such period and (y) any amount paid to the Special Unitholder pursuant to this clause (the “Catch-Up Amount”);

●    to the extent there were remaining Excess Profits after payment of the Catch-Up Amount, 100% of such remaining Excess Profits until such amount paid to the Special Unitholder equaled the amount of the Fee Carryforward Amount for such period; and

●    to the extent there are remaining Excess Profits after payment of the Catch-Up Amount and the Fee Carryforward Amount (as defined above), 12.5% of such remaining Excess Profits.
The Liquidation Performance Participation Fee payable to the Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the LLC in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean the LLC NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involves a listing of the LLC's shares, or a transaction in which the LLC's members receive shares of a company that is listed, on a national securities exchange, the Liquidation Performance Participation Fee will equal 20.0% of the amount, if any, by which the LLC's listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.
For the period from January 1, 2022 through May 18, 2022, GCM earned $10.7 million in management fees.
The Performance participation fee recorded on the Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022 is $0.4 million.
As of May 18, 2022, GCM owned 23.6 thousand Class A shares and 2.8 thousand Class P-D shares.
The LLC entered into secured loans to finance the purchase and installation of energy-efficient lighting with LED Funding LLC and AEC Companies. Certain of the loans with LED Funding LLC, converted to a lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties, as the members of these entities own an indirect, noncontrolling ownership interest in GCM. The loans outstanding between the AEC Companies and the LLC, and the subsequent leases, were negotiated at arm’s length and contain standard terms and conditions that would be included in third-party lending agreements, including required security and collateral, interest rates based upon risk of the specific loan, and term of the loan. As of May 18, 2022, all loans and leases are considered current per their terms.
On October 9, 2020, GREC made a $5.0 million LP commitment to GDEV, which was increased to $6.1 million in the fourth quarter of 2020. In April 2021, the commitment to GDEV increased to $7.5 million. As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV's general partner. GDEV is an affiliate of GREC as GDEV shares the same investment advisor as the LLC. As of May 18, 2022, $2.9 million of the commitment was funded.

v3.24.1

Borrowings
12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Borrowings
Note 11. Debt
The Company has entered into credit facilities and loan agreements through its subsidiaries, as described below.
(dollars in thousands)
Outstanding as of December 31, 2023 Outstanding as of December 31, 2022 Interest rate Maturity date
GREC Entity HoldCo(1)
$ 65,951 $ 74,197
Daily SOFR + 1.85%
June 20, 2025
Midway III Manager LLC 13,932 14,610
3 mo. SOFR + 1.73%
September 28, 2025
Trillium Manager LLC 68,785 72,737
Daily SOFR + 1.98%
June 9, 2027
GB Wind Holdco LLC(2)
50,408 122,684
3 mo. SOFR + 1.38%
Various(3)
Greenbacker Wind Holdings II LLC 70,628 72,477
3 mo. SOFR + 1.98%
December 31, 2026
Conic Manager LLC 23,363 24,356
3 mo. SOFR + 1.75%
August 8, 2026
Turquoise Manager LLC 30,994 31,687
3 mo. SOFR + 1.35%
December 23, 2027
Eagle Valley Clean Energy LLC
35,389 35,112
Various(4)
January 2, 2057
Eagle Valley Clean Energy LLC (Premium financing agreement) — 1,064
6.99%
November 30, 2023(5)
Greenbacker Equipment Acquisition Company LLC
— 6,500
Prime + 1.00%
December 31, 2023(6)
ECA Finco I, LLC 18,563 19,757
3 mo. SOFR + 2.60%
February 25, 2028
GB Solar TE 2020 Manager LLC 18,506 19,182
3 mo. SOFR + 1.88%
October 30, 2026
Sego Lily Solar Manager LLC 133,898 137,445
3 mo. SOFR + 1.53%
June 30, 2028
Celadon Manager LLC 72,853 61,925
Daily SOFR + 1.60%
February 18, 2029
GRP II Borealis Solar LLC
40,646 41,788
3 mo. SOFR + 2.00%
June 30, 2027
Ponderosa Manager LLC 88,594 147,080
3 mo. SOFR + 1.40%
October 4, 2029(7)
PRC Nemasket LLC 41,806 44,488
Daily SOFR + 1.25%
November 1, 2029
GREC Holdings 1 LLC 74,594 60,000
1 mo. SOFR + Applicable Margin(8)
November 29, 2027
Dogwood GB Manager LLC 57,463 —
1 mo. SOFR + 1.63%
March 29, 2030
GREC Warehouse Holdings I LLC 155,558 —
3 mo. SOFR + 2.03%
August 11, 2026
Total debt $ 1,061,931 $ 987,089
Less: Total unamortized discount and deferred financing fees (43,679) (40,459)
Less: Current portion of long-term debt(9)
(82,855) (95,870)
Total long-term debt, net $ 935,397 $ 850,760
(1)See the description of the credit agreement below for a discussion of GREC Entity HoldCo’s non-compliance with the debt service coverage ratio (as defined in the credit agreement) as of and for the fiscal quarter ended December 31, 2023.
(2)The GB Wind Holdco LLC tax equity bridge loans totaling $69.5 million were paid in full, and $63.1 million was paid on the term loan facility with proceeds from the Company’s failed sale-leaseback arrangements in November and December 2023. In addition, in the year ended December 31, 2023, there were additional borrowings of $69.5 million offset by $9.2 million of repayments in the ordinary course of business.
(3)The GB Wind Holdco LLC tax equity bridge loan and repower term loans mature on March 31, 2024 and December 31, 2027, respectively.
(4)Eagle Valley Clean Energy LLC’s loan includes a term loan that bears interest at a fixed rate of 1.69% and a loan governed by a debt settlement agreement that bears interest at a fixed rate of 1.91%.
(5)The loan was paid in full in October 2023.
(6)On October 23, 2023, the maturity date was amended to December 31, 2023 in the Fourth Amendment to the Loan and Security Agreement. The loan was paid in full in December 2023.
(7)The Ponderosa Manager LLC tax equity bridge loan of $34.5 million was paid in full in October 2023.
(8)GREC Holdings 1 LLC’s loan includes interest on the outstanding principal at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%).
(9)Adjusted for $6.1 million of unamortized debt discount and deferred financing fees pertaining to current portion of long-term debt of $88.9 million.
During the years ended December 31, 2023 and 2022, the Company entered into new or modified existing debt facilities as noted below:
GREC Holdings 1 LLC
On November 29, 2022, GREC Holdings 1 LLC entered into a credit agreement with a syndicate of lenders for an aggregate revolving credit facility commitment of $150.0 million with the allowance for increases of credit of no more than $50.0 million. On March 21, 2023, the facility was amended to increase the aggregate commitment to $200.0 million. Advances under the revolving credit facility, through the maturity date of November 29, 2027, will bear interest at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%), and base rate loans will bear interest of the base rate plus applicable margin (base rate being greatest of prime rate, index floor, or federal funds rate plus 0.50%; applicable margin ranging between 0.75% and 1.00%).
Dogwood GB Manager LLC
On March 29, 2023, Dogwood GB Manager LLC entered into a loan agreement with a syndicate of lenders to provide a term loan in an aggregate principal amount of up to $47.1 million. On May 30, 2023, the loan agreement was amended to increase the aggregate principal amount up to $90.6 million. The loan is secured by a first-priority security interest in all assets of Dogwood GB Manager LLC, including a pledge of (a) Dogwood GB Manager LLC's interest in Dogwood Holdings LLC, and (b) GREC Holdings 1 LLC's ownership interests in Dogwood GB Manager LLC. The interest rate on the loan is one-month SOFR plus an applicable margin, which is 1.63% per annum through the fourth anniversary of the closing date and 1.75% per annum after the fourth anniversary of the closing date. Thereafter, the interest rate will increase by 0.12% for each fourth anniversary. The borrower is only required to pay interest in quarterly installments through the fifth anniversary of the closing date, and thereafter is required to pay quarterly installments of principal and interest through the maturity date, March 29, 2030.
GREC Warehouse Holdings I LLC
On August 11, 2023, GREC Warehouse Holdings 1 LLC entered into a credit agreement with a syndicate of lenders for an aggregate revolving credit facility commitment of $75.0 million with the allowance for increases of credit of no more than $175.0 million. On October 16, 2023, the credit agreement was amended to increase the commitment to $225.0 million with the allowance for increases of credit of no more than $25.0 million. The revolving credit facility will bear interest at the three-month SOFR plus an applicable margin, which is 2.03% through the second anniversary of the closing date and 2.28% per annum after the second anniversary of the closing date through the maturity date, August 11, 2026. Borrowings under the credit facility are secured by certain equity interests in the borrower and its wholly owned subsidiaries held by indirect wholly owned subsidiaries of the Company.
GB Wind Holdco LLC
On September 15, 2023 and November 14, 2023, the GB Wind Holdco LLC loan agreement was amended and restated to provide financing in connection with the repower of certain wind facilities. The loan bears interest at the three-month SOFR rate plus an applicable margin, which is 1.38% per annum through the fourth anniversary of the closing date and 1.50% per annum after the fourth anniversary of the closing date through the applicable maturity date. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of December 31, 2027, at which point all unpaid principal, interest, fees, cost, and all other obligations with respect to the term loan shall be due and payable. The tax equity bridge loans bear interest at the three-month SOFR rate plus an applicable margin, which is 1.3% per annum. Principal and interest payments for the tax equity bridge loans shall be made on the applicable maturity dates for the applicable repowering projects, currently only applicable to one of the repower projects through the scheduled maturity date of March 31, 2024.
Sego Lily Solar Manager LLC
On January 28, 2022, Utility Solar AcquisitionCo 2021 LLC, as a co-borrower with Sego Lily Solar Manager LLC, entered into a financing agreement to provide a construction loan facility, an ITC bridge loan facility, and a term loan facility in connection with the construction and operations of renewable energy facilities. The financing agreement was subsequently amended on June 9, 2022 to add commitments to provide term loans for two wind energy projects. The loan is secured by a first-priority security interest in all assets of Sego Lily Solar Manager LLC, including a pledge of (a) Sego Lily Solar Manager LLC 's interest in Sego Lily Solar Holdings LLC and Graphite Solar Holdings LLC, and (b) GREC's ownership interests in Sego Lily Solar Manager LLC. On August 17, 2022, the loan converted to a term loan. The term loans bear interest at the one-month SOFR plus an applicable margin, which is 1.53% per annum until the fourth anniversary of the term conversion and 1.50% from and including the fourth anniversary and increasing by 0.13% for each fourth anniversary thereafter. Principal and interest payments are made on the last day of each three-month period through the scheduled maturity date of June 30, 2028.
Celadon Manager LLC
On February 18, 2022, Celadon Manager LLC entered into a loan agreement syndicated with various lenders in an amount not to exceed $71.0 million. The loan is secured by a first-priority security interest in all assets of Celadon Manager LLC, including a pledge of (a) Celadon Manager LLC's interest in Celadon Holdings LLC, and (b) GREC's ownership interests in Celadon Manager LLC. The loan bears interest at the one-month SOFR plus an applicable margin, which is 1.60% through the fifth anniversary of the closing date, 1.63% per annum after the fifth anniversary of the closing date and increasing by 0.13% for each fifth anniversary thereafter. The loan requires quarterly payments of interest only through the fifth anniversary of the closing date, after which it requires quarterly payments of principal and interest through the maturity date, February 18, 2029.
Ponderosa Manager LLC
On July 26, 2022, Ponderosa Manager LLC and Utility Solar AcquisitionCo 2022 LLC jointly entered into a financing agreement syndicated with various lenders who agreed to provide certain construction, ITC bridge and aggregation loan facilities in an amount not to exceed $173.4 million. The construction and aggregation loan facilities reached the end of their availability periods in 2023. On October 4, 2023, the Company repaid the ITC bridge loan and the construction aggregation loans were converted into a term loan. The term loan bears interest at SOFR plus 1.4% through the maturity date of October 4, 2029.
PRC Nemasket LLC
On November 1, 2022, PRC Nemasket LLC entered into a financing agreement. The lenders agreed to provide a term loan not to exceed $45.0 million in aggregate. The principal of the term loan shall be due and payable in quarterly principal installments, with final payment due on the maturity date, November 1, 2029. The banks also agreed to extend letters of credit to the borrower not to exceed $2.5 million in aggregate. The letters of credit have an expiration date agreed to at the time of issuance, with an expiration date of no more than twelve months after the date of the of letter issuance. All loans bear interest at SOFR with an applicable margin of 1.25%, increasing to 1.38% after the fourth anniversary of the closing date.
GREC Entity HoldCo

On November 25, 2021, GREC Entity HoldCo converted its loan to a term loan with a maturity on June 20, 2025. The loan bears interest at a rate equal to the daily SOFR rate plus 1.85%. The loan is secured by, among other customary interests, a pledge of all of the issued and outstanding equity interests of GREC Entity HoldCo as a collateral for this credit agreement. The credit agreement was amended to eliminate any guarantee from either GREC LLC or GREC in November 2022. As of and for the fiscal quarter ended December 31, 2023, GREC Entity HoldCo was not in compliance with the debt service coverage ratio (as defined in the credit agreement) for this credit agreement, which resulted in the Company’s classification of the debt to the current liability as of December 31, 2023. A default under the credit agreement permits the administrative agent, among other things, to declare all or any part of the outstanding principal amount of the loans under the credit agreement and related interest immediately due and payable. The Company is working in good faith with the lender to secure a waiver of default. While the Company expects to receive a waiver of default, there is no guarantee that the company will receive such waiver. Further, there are no cross-defaults associated with this technical default.
The Company has entered into interest rate swap contracts to manage the interest rate risk associated with its outstanding borrowings. Refer to Note 12. Derivative Instruments for further discussion.
The following table shows the components of interest expense related to the Company’s borrowings for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Loan interest(1)
$ 54,615 $ 16,093
Commitment / letter of credit fees
2,986 2,013
Amortization of deferred financing fees and discount 6,690 1,533
Interest capitalized (23,378) (4,614)
Total $ 40,913 $ 15,025
(1) Includes interest rate swap settlements in the amount of $26.7 million as a reduction of loan interest.
Interest expense disclosed in the table above is included within Interest expense, net on the Consolidated Statements of Operations.
The principal payments due on borrowings for each of the next five years ending December 31, 2023 and thereafter, are as follows:
(in thousands)
Period ending December 31,
Principal Payments
2024 $ 88,917
2025 39,546
2026 277,490
2027 255,582
2028 133,462
Thereafter 266,934
$ 1,061,931
Other Financing Arrangements
In November and December 2023, the Company entered into sale-leaseback arrangements related to certain wind assets with an initial lease term of 9.3 and 20.0 years, respectively, for total cash proceeds of $240.9 million. The Company utilized the proceeds to pay down $132.6 million of existing debt and $1.0 million in transaction costs. Under the lease agreements, the Company is required to make total lease payments of $158.6 million over the respective lease terms. In addition, in accordance with the lease agreements, the Company has an early buyout option in December 2029. The early buyout option is defined as the fair market value of the project at the buyout date or an amount set forth in the lease agreement, whichever is greater. As part of the arrangement, the Company will still operate and earn revenues from the facilities throughout the lease term while the lessor will be entitled to all available tax credits. As part of the sale-leaseback transaction, the Company entered into a tax indemnity agreement. As part of the agreement, with respect to the leased assets, the lessor holds indemnification rights related to a disallowance or reduction of assumed tax deductions and tax credits. Subject to certain requirements set forth within the tax indemnity agreement, the Company would be required to pay the lessor for all reduced or disallowed tax deductions and credits.
The sale-leaseback arrangements did not meet the criteria of a sale for accounting purposes. As such, the Company accounted for these transactions as a failed sale-leaseback and financing arrangements. As of December 31, 2023, the Company recorded $69.4 million and $169.8 million of financing obligations within Current portion of failed sale-leaseback financing and Failed sale-leaseback financing, net of current portion, respectively, on the Consolidated Balance Sheets. In connection with the transaction, the Company recorded origination costs as an offset to the failed sale-leaseback financing liability. As of December 31, 2023, the Company recorded $0.3 million and $1.4 million of origination costs which are recorded as a reduction to Current portion of failed sale-leaseback financing and Failed sale-leaseback financing, net of current portion, respectively, on the Consolidated Balance Sheets.
The future payments on failed sale-leaseback financing arrangements for each of the next five years ending December 31, 2023 and thereafter, are as follows:
(in thousands)
Period ending December 31,
Future Payments
2024 $ 69,722
2025 9,685
2026 9,900
2027 10,046
2028 10,028
Thereafter 49,201
Total lease payments $ 158,582
Borrowings
On January 5, 2018, the LLC, through GREC HoldCo, entered into a credit facility agreement (the “Credit Facility”). The Credit Facility consisted of a loan of up to the lesser of $60.0 million or a borrowing base amount based on various solar projects that act as collateral for the Credit Facility, of which approximately $25.7 million was drawn down at closing. The Credit Facility allowed for additional drawdowns through December 31, 2018 and converted to a term loan with a maturity on January 5, 2024.
On June 20, 2019, the LLC, through GREC HoldCo, entered into an amended and restated credit agreement (the “New Credit Facility”). The New Credit Facility consists of a loan of up to the lesser of $110.0 million or a borrowing base amount based on various solar projects that act as collateral for the credit facility, of which approximately $58.3 million was drawn down at closing. In November 2020, the LLC, through GREC HoldCo, entered into the Second Amended and Restated Credit Agreement, which amends the New Credit Facility to make available a non-revolving line of credit facility that will convert into a term loan facility and a letter of credit facility. The commitments of the lenders aggregate to $97.8 million between existing term loans, future committed loans and letters of credit, of which approximately $90.7 million was drawn at closing. The New Credit Facility allows for additional drawdowns through November 25, 2021, at which point the outstanding loans shall convert to an additional term loan that matures on June 20, 2025.
The LLC used the net proceeds of borrowings under the New Credit Facility for investment in additional alternative energy power generation assets that are anticipated to become projects and for other general corporate purposes. Loans made under the New Credit Facility bear interest at 1.75% in excess of the three-month LIBOR. Prior to the New Credit Facility converting to a term loan, quarterly commitment fees on the average daily unused portion of the Credit Facility were payable at a rate per annum of 0.50%.
Borrowings under the New Credit Facility are back-leveraged and secured by all of the assets of GREC HoldCo and the equity interests of each direct and indirect subsidiary of the LLC. The LLC, GREC and each direct and indirect subsidiary of the LLC are guarantors of the LLC’s obligations under the New Credit Facility. GREC has pledged all of the equity interests of GREC HoldCo as collateral for the New Credit Facility.
Regarding the Credit Facility, the LLC has entered into five separate interest rate swap agreements as economic hedges. The first swap, with a trade date of June 15, 2017, an effective date of June 30, 2018 and an initial notional amount of $20.9 million was used to swap the floating-rate interest payments on an additional principal amount of the Credit Facility, for a corresponding fixed payment. The fixed swap rate is 2.26%. The second swap, with a trade date of January 11, 2018, an effective date of December 31, 2018 and an initial notional amount of $29.6 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.65%. The third swap, with a trade date of February 7, 2018, an effective date of December 31, 2018 and an initial notional amount of $4.2 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.97%. The fourth swap, with a trade date of January 2, 2019, an effective date of September 30, 2019 and an initial notional amount of $38.2 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 2.69%. The fifth swap, with a trade date of February 19, 2021, an effective date of February 26, 2021 and an initial notional amount of $7.1 million was used to swap the floating-rate interest payments on the remaining unhedged portion of the Credit Facility, as well as the estimated additional drawdowns, for a corresponding fixed payment. The fixed swap rate is 1.64%.
If an event of default shall occur and be continuing under the New Credit Facility, the commitments under the New Credit Facility may be terminated and the principal amount outstanding under the New Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
On December 6, 2019, GREC entered into a $15.0 million revolving letter of credit facility (“LC Facility”) agreement. On January 30, 2020, the LC Facility was amended to include an equipment loan, and the amount of $5.6 million was drawn down under the equipment facility loan. On March 18, 2020, a repayment of $1.9 million was made, reducing the outstanding balance of the equipment facility loan. On June 9, 2020, a repayment of the remaining outstanding balance occurred. In October 2020, the LC Facility agreement was amended to increase the aggregate principal amount to $22.5 million. On April 1, 2021, the LC Facility agreement was amended to maintain cash collateral in an amount equal to 100.00% of the outstanding obligation and the letter of credit fee was reduced from 2.25% to 0.75%. On June 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2021. On September 3, 2021, the LC Facility agreement was amended to extend the maturity date to September 4, 2022. On September 28, 2021, the LC Facility agreement was amended to increase the aggregate principal amount to $32.5 million. On February 2, 2022, the LC Facility agreement was amended to increase the aggregate principal amount to $40.0 million.
The following table shows the components of interest expense related to the LLC's borrowings for the period from January 1, 2022 through May 18, 2022:
(dollars in thousands)
For the period from January 1, 2022 through May 18, 2022
Credit Facility commitment fee $ 136
Credit Facility loan interest 658
Amortization of deferred financing costs 520
Total $ 1,314
Weighted average interest rate on Credit Facility 2.0 %
Weighted average outstanding balance of Credit Facility $ 81,708

v3.24.1

Members' Equity
12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Members' Equity
Note 18. Equity
General
Pursuant to the terms of the Fifth Operating Agreement, the Company may issue up to 400.0 million shares, 350.0 million of which shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T, P-I shares and Earnout Shares (collectively, common shares), and 50.0 million are designated as preferred shares. Except as described below, each class of common shares will have the same voting rights and rights to participate in distributions payable by the Company.
In connection with the Acquisition, the Company issued 13.1 million newly designated Earnout Shares to Group LLC pursuant to a certificate of share designation of Class EO common shares of the Company (the “Certificate of Designation”).The Certificate of Designation was subsequently amended and restated in February 2024 (the “Amended and Restated Certificate of Designation”). The Amended and Restated Certificate of Designation amended the provision providing for the allocation of net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Company.. Earnout Shares are divided into three separate series, designated as “Tranche 1 Earnout Shares,” “Tranche 2 Earnout Shares,” and “Tranche 3 Earnout Shares,” and are comprised of 4.4 million Tranche 1 Earnout Shares, 4.4 million Tranche 2 Earnout Shares, and 4.4 million Tranche 3 Earnout Shares. Each separate series of Earnout Shares initially do not have the right to participate in any distributions paid by the Company. However, upon the achievement of separate benchmark targets applicable to each series in accordance with the terms of the Amended and Restated Certificate of Designation, or upon the occurrence of certain liquidity events, each series of Earnout Shares can become Participating Earnout Shares and will become entitled to priority allocations of profits and increases in value from the Company, and will (i) have equivalent economic and other rights as the Class P-I shares of the Company, (ii) vote together as a single class with the Class P-I shares on all matters submitted to holders of Class P-I shares generally, (iii) not have separate voting rights on any matters (other than amendments to the terms of the Participating Earnout Shares that affect such Participating Earnout Shares adversely and in a manner that is different from the terms of the Class P-I shares), and (iv) have the right to participate in all distributions payable by the Company, as if they were, and on a pari passu basis with, the Class P-I shares for all purposes set forth in the Fifth Operating Agreement. Prior to the satisfaction of these targets as per the terms and conditions of the Amended and Restated Certificate of Designation, Earnout Shares will not be entitled to (x) vote with other shares on matters submitted to the holders of shares generally or (y) receive any distributions made to any other holders of shares (and will not be entitled to any accrual of distributions prior to achieving the targets described in the Amended and Restated Certificate of Designation). As of December 31, 2023, certain Earnout Shares have earned participating status as discussed in Earnout Shares below.
In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I shares and 13.1 million Earnout Shares. Holders of the Class P-I shares or Earnout Shares issued pursuant to the Contribution Agreement will not be permitted to sell or transfer the Class P-I shares or Earnout Shares for twelve months after the closing date of the Acquisition.
The Fifth Operating Agreement authorizes the Company’s Board of Directors, without approval of any of the members, to increase the number of shares the Company is authorized to issue and to classify and reclassify any authorized but unissued class or series of shares into any other class or series of shares having such designations, preferences, right, power and duties as may be specified by the Company's Board of Directors. The Fifth Operating Agreement also authorizes the Company's Board of Directors, without approval of any of the members, to issue additional shares of any class or series for the consideration and on the terms and conditions established by the Company's Board of Directors. In addition, the Company may also issue additional limited liability company interests that have designations, preferences, right, powers and duties that are different from, and may be senior to, those applicable to the common shares.
Distribution Reinvestment Plan
The Company adopted a DRP through which the Company’s Class A, C and I shareholders could elect to purchase additional shares with distributions from the Company rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the Company's prior public and private offerings. As of April 17, 2023, pursuant to the Company’s Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-251021), the Company was offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the Third Amended and Restated DRP. As of January 17, 2024, the Company ceased offering the shares under the previously effective registration statement, and pursuant to the Company’s new registration statement on Form S-3 (File No. 333-276532), the Company is offering up to $20.0 million in Class A, C and I shares to its existing Class A, C and I shareholders pursuant to the Third Amended and Restated DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares (as discussed in Note 2. Significant Accounting Policies). At its discretion, the Board of Directors may amend, suspend or terminate the DRP as well as modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the Company. A participant may terminate the election to participate in the DRP by written notice to the plan administrator received by the plan administrator at least 10 days prior to the distribution payment date.
As of December 31, 2023, the Company issued 3.3 million Class A shares, 0.6 million Class C shares, 1.6 million Class I shares, 0.1 million Class P-A shares, 2.8 million Class P-I shares, 3.7 thousand Class P-D shares, 1.6 million Class P-S shares, and 14.4 thousand Class P-T shares for a total of 10.0 million aggregate shares issued under the DRP. As of December 31, 2022, the Company issued 2.9 million Class A shares, 0.5 million Class C shares, 1.4 million Class I shares, 48.9 thousand Class P-A shares, 1.6 million Class P-I shares, 2.4 thousand Class P-D shares, 0.9 million Class P-S shares, and 8.2 thousand Class P-T shares for a total of 7.3 million aggregate shares issued under the DRP.
Share Repurchase Program
The Company, through approval by its Board of Directors, adopted the SRP, pursuant to which the Company would conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the Company at a price equal to the then current monthly share value for that class of shares.
The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the Company may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings or other external financing sources and cash from liquidation of investments to repurchase shares.
A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a shareholder must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the Company. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase.
The quarterly share repurchases limits for the SRP are set forth below.
Quarter Ending Share Repurchase Limit(s)
September 30, 2021, and each quarter thereafter
During any 12-month period, 20.00% of the weighted average number of outstanding shares
During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters
The Company may repurchase fewer shares than have been requested in any particular quarter to be repurchased under the SRP, or none at all, in its discretion at any time. Further, the Board of Directors may modify, suspend or terminate the SRP if it deems such action to be in the best interest of the Company and its shareholders or in response to regulatory changes or changes in law.
On September 23, 2023, the Board of Directors approved the suspension of the SRP effective immediately, except for repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder. As a result of the suspension of the SRP, the Company will not accept or otherwise process any additional repurchase requests (except as noted above) until such time, if any, as the Board of Directors affirmatively authorizes the recommencement of the SRP. However, the Company can make no assurances as to whether this will happen or the timing or terms of any recommencement.
The Company delayed the payment with respect to the shares repurchased by the Company for the second quarter and distributed related proceeds in the fourth quarter of 2023. The Company also paid an additional supplemental payment to these redeeming shareholders based on the amount of distributions that the redeeming shareholders would have received from July 1, 2023 through the final date on which the shares are paid, had the Company not repurchased the shares. During the year ended December 31, 2023, the Company recorded and paid $0.7 million related to this supplemental payment to Interest expense, net on the Consolidated Statements of Operations.
The Company has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act.
Liquidation Performance Unit
In connection with the Acquisition, the Company issued a new Liquidation Performance Unit (the “LPU”) to the LPU Holder to replace the Special Unit previously issued to GCM. The Special Unit was contributed in connection with and immediately prior to the Acquisition from Group LLC, and therefore, was cancelled and terminated. The LPU Holder was formed on May 19, 2022 with the sole purpose of holding the LPU and is a wholly owned subsidiary of Group LLC. As per the terms of the agreement, upon an initial public offering of GREC (the “Listing”) or the liquidation of the Company, the LPU Holder shall be entitled to the Liquidation Performance Participation Distribution, the value and character of which is determined as follows:
a.if the Liquidation Performance Participation Distribution is payable as a result of a liquidation, the Liquidation Performance Participation Distribution will equal 20.00% of the net proceeds from the liquidation remaining after the other members of the Company have received their share of net proceeds; or
b.if the Liquidation Performance Participation Distribution is payable as a result of a Listing, the Liquidation Performance Participation Distribution will equal 20.00% of any premium the Company receives from the Listing. Additionally, the Liquidation Performance Participation Distribution shall be payable by converting the LPU into a number of newly issued Class P-I shares equal to the Liquidation Performance Participation Distribution divided by the Class P-I share value as of the first month end following the 30th trading day following such an IPO.
Since none of the events that would trigger the Liquidation Performance Participation Distribution was considered probable to occur, no liability was recognized related to the LPU as of December 31, 2023.
Additionally, certain employees of the Company received profits interest units from the LPU Holder in exchange for employment services. Since the LPU Holder does not have any other operations or assets, the distribution an employee grantee shall receive from these profits interest units is the equivalent of the Liquidation Performance Participation Distribution the Company shall make to the LPU Holder. The Company has determined that the profits interest units do not represent a substantive class of the Company’s equity, and therefore, shall account for the potential distribution to employees as a payable in accordance with ASC Topic 710, Compensation—General. Since none of the events that would trigger the distribution was considered probable to occur, no liability was recognized as of December 31, 2023, and no compensation expense was recognized for the year ended December 31, 2023.
Earnout Shares
As discussed in Note 3. Acquisitions, on May 19, 2022, the Company completed a management internalization transaction pursuant to which it acquired substantially all of the business and assets including intellectual property and personnel of its external advisor, GCM, Greenbacker Administration and GDEV GP (collectively, the “Acquired Entities”).
The Acquisition was implemented under the terms of the Contribution Agreement, dated as of May 19, 2022, by and between the Company and GCM's former parent, Group LLC, a subsequent contribution agreement between the Company and GREC pursuant to which all the acquired businesses and assets were immediately contributed by the Company to GREC, and certain related agreements.
In connection with the Acquisition, Group LLC received consideration of 24.4 million Class P-I common shares, par value $0.001 per share (the “Class P-I shares”) and 13.1 million of a newly created class of common shares of the Company designated as the Earnout Shares, par value $0.001 per share.
The Earnout Shares included in purchase consideration are classified as contingent consideration liabilities and are subject to recurring fair value measurements until they reach the status of Participating Earnout Shares. As of December 31, 2023, the Run Rate Revenue exceeded $8.3 million but was less than $12.5 million. Accordingly, a total of 3.7 million Tranche 1 Earnout Shares with a fair value of $32.8 million achieved the status of Participating Earnout Shares for the year ended December 31, 2023, which was reclassified from Contingent consideration to Common stock, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the fair value of the Earnout Shares that had not yet achieved the status of Participating Earnout Shares was $42.3 million and $75.7 million, respectively. The change in fair value of the contingent consideration related to Participating Earnout Shares is reclassified from Contingent consideration to Common shares, par value, and Additional paid-in capital, as well as Redeemable common shares, par value and Redeemable common shares, additional paid-in capital on the Consolidated Balance Sheets. The change in fair value of the contingent consideration, excluding the reclassification associated with Earnout Shares that achieved the status of Participating Earnout Shares, is included in General and administrative expense on the Consolidated Statements of Operations.
As of December 31, 2023, none of the Company’s preferred shares were issued and outstanding.
The following table is a summary of the shares issued, participating and repurchased during the period and outstanding as of December 31, 2023:
(in thousands)
Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T
Class EO(1)
Total
Shares outstanding as of May 19, 2022 16,627 2,767 6,445 794 103,334 199 47,048 241 — 177,455
Shares issued to complete the acquisition — — — — 24,393 — — — — 24,393
Shares issued through reinvestment of distributions 278 61 158 22 810 1 456 4 — 1,790
Shares repurchased (741) (155) (199) (1) (3,505) (6) (1,008) — — (5,615)
Shares transferred — — — — 236 — (234) — — 2
Other capital activity (24) — — — 46 (3) — — — 19
Shares outstanding as of December 31, 2022 16,140 2,673 6,404 815 125,314 191 46,262 245 — 198,044
Shares issued through reinvestment of distributions 411 93 238 35 1,180 1 671 7 — 2,636
Shares repurchased (742) (60) (109) — (2,741) — (2,156) (3) — (5,811)
Shares transferred — — — — 264 — (263) — — 1
Other capital activity — — — — 22 — — — 3,730 3,752
Shares outstanding as of December 31, 2023 15,809 2,706 6,533 850 124,039 192 44,514 249 3,730 198,622
(1)Class EO Other capital activity relates to shares that achieved participating Earnout Share status as discussed in Earnout Shares above.
Distributions
On the last business day of each month, with the authorization of its Board of Directors, the Company declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T, P-S shares and Earnout Shares. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share.
Class of Share
Distribution Period A C I P-A P-I P-D P-T P-S EO
1-Nov-15 31-Jan-16 $ 0.00165 $ 0.00165 $ 0.00165 $ — $ — $ — $ — $ — $ —
1-Feb-16 30-Apr-16 $ 0.00166 $ 0.00166 $ 0.00166 $ — $ — $ — $ — $ — $ —
1-May-16 31-Jul-16 $ 0.00166 $ 0.00166 $ 0.00166 $ 0.00158 $ 0.00158 $ — $ — $ — $ —
1-Aug-16 31-Oct-16 $ 0.00168 $ 0.00168 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ —
1-Nov-16 31-Jan-17 $ 0.00169 $ 0.00164 $ 0.00169 $ 0.00160 $ 0.00160 $ — $ — $ — $ —
1-Feb-17 30-Apr-17 $ 0.00168 $ 0.00164 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ —
1-May-17 31-Jul-17 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00160 $ 0.00158 $ — $ — $ — $ —
1-Aug-17 31-Oct-17 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00159 $ — $ — $ — $ —
1-Nov-17 31-Oct-18 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00158 $ — $ — $ — $ —
1-Nov-18 30-Apr-20 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00165 $ 0.00158 $ — $ — $ — $ —
1-May-20 30-Nov-20 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00153 $ 0.00158 $ — $ — $ — $ —
1-Dec-20 30-Jun-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ —
1-Jul-23 31-Dec-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158
The following table reflects the distributions declared during the year ended December 31, 2023:
(in thousands)
Pay Date Paid in Cash Value of Shares Issued under DRP Total
February 1, 2023 $ 7,386 $ 1,975 $ 9,361
March 1, 2023 6,679 1,777 8,456
March 31, 2023 7,420 1,942 9,362
May 1, 2023 7,114 1,888 9,002
June 1, 2023 7,373 1,934 9,307
July 3, 2023 7,145 1,871 9,016
August 1, 2023 7,232 1,926 9,158
September 1, 2023 7,226 1,935 9,161
October 2, 2023 7,003 1,872 8,875
November 2, 2023 7,352 1,841 9,193
December 1, 2023 7,964 1,746 9,710
January 2, 2024 7,606 1,786 9,392
Total $ 87,500 $ 22,493 $ 109,993
The following table reflects the distributions declared during the period from May 19, 2022 through December 31, 2022:
(in thousands)
Pay Date Paid in cash Value of Shares Issued under DRP Total
June 1, 2022 $ 6,954 $ 2,020 $ 8,974
July 1, 2022 7,345 1,890 9,235
August 1, 2022 7,570 1,955 9,525
September 1, 2022 7,565 1,973 9,538
October 3, 2022 7,313 1,923 9,236
November 1, 2022 7,507 1,987 9,494
December 1, 2022 7,271 1,930 9,201
January 3, 2023 7,703 1,968 9,671
Total $ 59,228 $ 15,646 $ 74,874
All distributions paid for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 are expected to be reported as a return of capital to members for tax reporting purposes.
Cash distributions for the year ended December 31, 2023 were funded from cash on hand and other external financing sources. The Company expects to continue to fund distributions from a combination of cash on hand, cash from operations as well as other external financing sources. Due to the Company’s acquisition strategy to own pre-operational assets that are not yet generating cash from operations as well as the Company’s strategy of engaging in initiatives that include repowering projects where the existing assets are being retrofit with new and/or refurbished technology, including erecting taller, more efficient wind turbines to increase productivity, a significant amount of distributions will continue to be funded from other external financing sources until such projects become operational. Management fee and incentive fee revenue from our IM segment is also utilized as a source of capital to fund distributions as this portion of our business grows.
Beginning July 1, 2023, the Company authorized and declared distributions for Earnout Shares in cash.
Members’ Equity
General
Pursuant to the terms of the Operating Agreement, the LLC may issue up to 400.0 million shares, of which 350.0 million shares are currently designated as Class A, C, I, P-A, P-D, P-S, P-T and P-I shares (collectively, common shares), and 50.0 million are designated as preferred shares and one special unit. Each class of common shares has the same voting rights.
Class P-A shares were not offered for sale from March 29, 2019 through October 17, 2020, but were reinstated as of October 18, 2020, along with the commencement of three new share classes: P-D, P-T and P-S.
The following table is a summary of the shares issued and repurchased during the period and outstanding as of May 18, 2022:
(in thousands)
Shares Outstanding as of December 31,
2021 Shares
Sold
During the Period Shares
Issued
through
Reinvestment of
Distributions
During
the Period Shares
Repurchased
During
the Period Shares Outstanding as of May 18,
2022
Class A shares 16,580 — 138 (91) 16,627
Class C shares 2,742 — 31 (6) 2,767
Class I shares 6,449 — 78 (82) 6,445
Class P-A shares 783 — 11 — 794
Class P-I shares 92,068 11,212 371 (317) 103,334
Class P-D shares 198 — 1 — 199
Class P-S shares 46,325 713 233 (223) 47,048
Class P-T shares 239 — 2 — 241
Total 165,384 11,925 865 (719) 177,455
The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the period from January 1, 2022 through May 18, 2022 were as follows:
(in thousands)
Class A
shares Class C
shares Class I
shares Class P-A
shares Class P-I
shares Class P-D
shares Class P-S
shares Class P-T
shares Total
For the period from January 1, 2022 through May 18, 2022:
Proceeds from Shares Sold $ — $ — $ — $ — $ 98,651 $ — $ 6,301 $ — $ 104,952
Proceeds from Shares Issued through Reinvestment of Distributions $ 1,148 $ 252 $ 646 $ 91 $ 3,263 $ 4 $ 2,066 $ 16 $ 7,486
Distribution Reinvestment Plan
The LLC adopted a DRP through which the LLC’s Class A, C and I shareholders may elect to have the full amount of cash distributions reinvested in additional shares rather than receiving the cash distributions. The DRP was amended as of February 1, 2021 to include all share classes. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the LLC’s prior public and current private offerings. As of November 30, 2020, pursuant to the LLC’s Registration Statement on Form S-3D (File No. 333-251021), the LLC was offering up to $20.0 million in Class A, C and I shares to our existing shareholders pursuant to the DRP. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares issued pursuant to the DRP except for distribution fees on Class C, P-S and P-T shares. At its discretion, the Board of Directors may amend, suspend or terminate the DRP. The Board of Directors may also modify or waive the terms of the DRP with respect to certain or all shareholders, in its discretion, to be in the best interests of the LLC. A participant may terminate participation in the DRP by written notice to the plan administrator, received by the plan administrator at least 10 days prior to the distribution payment date.
As of May 18, 2022, the LLC issued 2.6 million Class A shares, 0.4 million Class C shares, 1.2 million Class I shares, 27.0 thousand Class P-A shares, 0.8 million Class P-I shares, 1.5 thousand Class P-D shares, 0.5 million Class P-S shares and 4.3 thousand Class P-T shares for a total of 5.5 million aggregate shares issued under the DRP.
Share Repurchase Program
The LLC offers the SRP pursuant to which quarterly share repurchases will be conducted to allow members to sell shares back to the LLC at a price equal to the then current offering price less the selling commissions and dealer manager fees associated with that class of shares.
The SRP includes numerous restrictions that will limit a shareholder’s ability to sell shares. At the sole discretion of the Board of Directors, the LLC may also use cash on hand (including the proceeds from the issuance of new shares), cash available from borrowings and cash from liquidation of investments to repurchase shares.
A shareholders’ right to purchase is subject to the availability of funds and the other provisions of the SRP. Additionally, a member must hold his or her shares for a minimum of one year before he or she can participate in the SRP, subject to any of the following special circumstances: (i) the written request of the estate, heir or beneficiary or a deceased shareholder; (ii) a qualifying disability of the shareholder for a non-temporary period of time provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder; (iii) a determination of incompetence of the shareholder by a state or federal court located in the United States; or (iv) as determined by the Board of Directors, in their discretion, to be in the interests of the LLC. If a member has made more than one purchase of shares, the one-year holding period will be calculated separately with respect to each purchase.
Through September 30, 2020, quarterly share repurchases were conducted to allow up to approximately 5.00% of the weighted average number of outstanding shares in any 12-month period to be repurchased by the LLC. Effective September 1, 2020, the LLC, through approval by its Board of Directors, adopted an amended SRP, pursuant to which the LLC will conduct quarterly share repurchases to allow members to sell all or a portion of their shares (of any class) back to the LLC. The quarterly share repurchase limits for the LLC's new SRP are set forth below.
Quarter Ending Share Repurchase Limit(s)
December 31, 2020
During such fiscal quarter, 1.88% of the weighted average number of shares outstanding in the prior four fiscal quarters
March 31, 2021
During such fiscal quarter, 2.50% of the weighted average number of shares outstanding in the prior four fiscal quarters
June 30, 2021
During such fiscal quarter, 3.75% of the weighted average number of shares outstanding in the prior four fiscal quarters
September 30, 2021, and each quarter thereafter
During any 12-month period, 20.00% of the weighted average number of outstanding shares

During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters
The LLC has received an order for the SRP from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, the SRP is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act.

v3.24.1

Distributions
12 Months Ended

Dec. 31, 2023

Distributions Made to Members or Limited Partners [Abstract]

Distributions Distributions
On the last business day of each month, with the authorization of the LLC’s Board of Directors, the LLC declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T and P-S shares. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share.
Class of Share
Distribution Period A C I P-A P-I P-D P-T P-S
1-Nov-15 31-Jan-16 $ 0.00165 $ 0.00165 $ 0.00165 $ — $ — $ — $ — $ —
1-Feb-16 30-Apr-16 $ 0.00166 $ 0.00166 $ 0.00166 $ — $ — $ — $ — $ —
1-May-16 31-Jul-16 $ 0.00166 $ 0.00166 $ 0.00166 $ 0.00158 $ 0.00158 $ — $ — $ —
1-Aug-16 31-Oct-16 $ 0.00168 $ 0.00168 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ —
1-Nov-16 31-Jan-17 $ 0.00169 $ 0.00164 $ 0.00169 $ 0.00160 $ 0.00160 $ — $ — $ —
1-Feb-17 30-Apr-17 $ 0.00168 $ 0.00164 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ —
1-May-17 31-Jul-17 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00160 $ 0.00158 $ — $ — $ —
1-Aug-17 31-Oct-17 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00159 $ — $ — $ —
1-Nov-17 31-Oct-18 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00158 $ — $ — $ —
1-Nov-18 30-Apr-20 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00165 $ 0.00158 $ — $ — $ —
1-May-20 30-Nov-20 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00153 $ 0.00158 $ — $ — $ —
1-Dec-20 30-Sept-22 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158
The following table reflects the distributions declared during the period from January 1, 2022 through May 18, 2022:
(in thousands)
Pay Date Paid in
Cash Value of
Shares
Issued under DRP Total
February 1, 2022 $ 6,216 $ 1,856 $ 8,072
March 1, 2022 5,712 1,720 7,432
April 1, 2022 6,497 1,975 8,472
May 2, 2022 6,291 1,935 8,226
Total $ 24,716 $ 7,486 $ 32,202
All distributions paid for the period from January 1, 2022 through May 18, 2022 are expected to be reported as a return of capital to members for tax reporting purposes.
Cash distributions paid during the periods presented were funded from the following sources noted below:
(in thousands)
For the period from January 1, 2022 through May 18, 2022
Cash from operations $ —
Offering proceeds 30,891
Total cash distributions $ 30,891
The LLC expects to continue to fund distributions from a combination of cash from operations as well as other external financing sources. Due to the LLC’s change in acquisition strategy to include a greater number of pre-operational assets, a significant amount of distributions will continue to be funded from other external financing sources.

v3.24.1

Financial Highlights
12 Months Ended

Dec. 31, 2023

Financial Highlights [Abstract]

Financial Highlights Financial Highlights
The following is a schedule of the financial highlights of the LLC attributed to Class A, C, I, P-A, P-I, P-D, P-S and P-T shares for the period from January 1, 2022 through May 18, 2022.
For the period from January 1, 2022 through May 18, 2022
(in thousands, except per share data and percentages)
Class A
shares Class C
shares Class I
shares Class P-A
shares Class P-I
shares Class P-D
shares Class P-S
shares Class P-T
shares
Per share data attributed to common shares (1)
Net Asset Value at beginning of period $ 8.32 $ 8.13 $ 8.32 $ 8.58 $ 8.80 $ 8.80 $ 8.74 $ 8.52
Net investment loss (0.03) (0.03) (0.03) (0.03) (0.03) (0.03) (0.03) (0.03)
Net realized and unrealized gain on investments and swap contracts 0.28 0.28 0.28 0.28 0.28 0.28 0.28 0.28
Change in translation of assets and liabilities denominated in foreign currencies (2)
— — — — — — — —
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (0.07) (0.07) (0.07) (0.07) (0.07) (0.07) (0.07) (0.07)
Net increase in net assets attributed to common members 0.18 0.18 0.18 0.18 0.18 0.18 0.18 0.18
Shareholder distributions:
Distributions from net investment income — — — — — — — —
Distributions from offering proceeds (0.18) (0.18) (0.18) (0.18) (0.19) (0.19) (0.19) (0.19)
Other (3)
(0.02) — (0.02) (0.01) — — (0.01) 0.01
Net decrease in members’ equity attributed to common shares (0.20) (0.18) (0.20) (0.19) (0.19) (0.19) (0.20) (0.18)
Net asset value for common shares at end of period $ 8.30 $ 8.13 $ 8.30 $ 8.57 $ 8.79 $ 8.79 $ 8.72 $ 8.52
Common members’ equity at end of period $ 138,069 $ 22,503 $ 53,501 $ 6,803 $ 908,568 $ 1,748 $ 410,490 $ 2,057
Common shares outstanding at end of period 16,627 2,767 6,445 794 103,334 199 47,048 241
Ratio/Supplemental data for common shares (annualized):
Total return attributed to common shares based on net asset value 1.93 % 2.24 % 1.97 % 2.07 % 2.10 % 2.06 % 2.00 % 2.31 %
Ratio of net investment income to average net assets (2.58 %) (2.64 %) (2.59 %) (2.50 %) (2.43 %) (2.44) % (2.46) % (2.52) %
Ratio of operating expenses to average net assets 12.18 % 12.44 % 12.19 % 11.79 % 11.46 % 11.52 % 11.60 % 11.87 %
Portfolio turnover rate 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 %
(1)The per share data for Class A, C, I, P-A, P-I, P-D, P-S and P-T shares were derived by using the weighted average shares outstanding during the period from January 1, 2022 through May 18, 2022, which were 16.6 million, 2.8 million, 6.5 million, 0.8 million, 100.0 million, 0.2 million, 47.0 million and 0.2 million, respectively.
(2)Amount is less than $0.01 per share.
(3)Represents the impact of different share amounts used in calculating certain per share data based on weighted average shares outstanding during the period and the impact of shares at a price other than the net asset value.

v3.24.1

Significant Accounting Policies (Policies)
12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation
Basis of Presentation
Since inception and prior to the Acquisition, the Company’s historical financial statements were prepared using the investment company basis of accounting in accordance with ASC 946. ASC 946, or Investment Basis, requires that if there is a subsequent change in the purpose and design of an entity, the entity should reevaluate its status as an investment company. As a result of the Acquisition and other steps taken by the Company to transition the focus of the Company’s business from being an investor in clean energy projects to a diversified independent power producer coupled with an investment management business, the Company no longer exhibits the fundamental characteristics of, and no longer qualifies as, an investment company. The Company discontinued applying the guidance in ASC 946 and began to account for the change in status prospectively in accordance with Non-Investment Basis as of the date of the change in status, or May 19, 2022 (the closing date of the Acquisition). In accordance with ASC 946, the fair value of an investment at the date of the change in status shall be the investment’s initial carrying amount on a Non-Investment Basis.
The Company's Consolidated Financial Statements for the periods beginning on May 19, 2022 are prepared on a consolidated, Non-Investment Basis to include the financial position, results of operations, and cash flows of the Company and its consolidated subsidiaries rather than on an Investment Basis. This change in status and the accompanying accounting policies affect the comparability of the Consolidated Financial Statements as of and for the historical periods as presented in this Annual Report.
As such, this Annual Report includes the following:
Non-Investment Basis
•Consolidated Balance Sheets as of December 31, 2023 and 2022
•Consolidated Statements of Operations for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022
•Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022
•Consolidated Statements of Equity for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022
•Consolidated Statements of Cash Flows for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022
•Notes to the Consolidated Financial Statements
Investment Basis
•Consolidated Statement of Operations for the period from January 1, 2022 through May 18, 2022
•Consolidated Statement of Changes in Net Assets for the period from January 1, 2022 through May 18, 2022
•Consolidated Statement of Cash Flows for the period from January 1, 2022 through May 18, 2022
•Notes to the Consolidated Financial Statements
The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, cross foot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding.
Basis of Presentation
The LLC’s Consolidated Financial Statements are prepared in accordance with U.S. GAAP, which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Actual results could differ from those estimates, assumptions and judgments. Significant items subject to such estimates will include determining the fair value of investments, revenue recognition, income tax uncertainties and other contingencies. As of and prior to May 18, 2022, the Consolidated Financial Statements of the LLC include the accounts of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to the LLC. All intercompany accounts and transactions have been eliminated.
Since inception and through May 18, 2022, the LLC’s Consolidated Financial Statements were prepared using the specialized accounting principles of ASC 946. In accordance with this specialized accounting guidance, also referred to as the Investment Basis, the LLC recognized and carried all its investments, including investments in the underlying operating entities, at fair value with changes in fair value recognized in earnings. Additionally, the LLC did not apply the equity method of accounting to its investments. The LLC carried its liabilities at amounts payable, net of unamortized premiums or discounts. The LLC did not elect to carry its non-investment liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities.
The financial information associated with the Consolidated Financial Statements under the Investment Basis has been prepared by management and, in the opinion of management, contains all adjustments and eliminations necessary for a fair presentation in accordance with U.S. GAAP.
The Company presents amounts in the Consolidated Financial Statements in thousands within tables and millions within text (unless otherwise specified), and calculates all percentages and per-share data from underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding. Prior period amounts have been updated to be presented in thousands and differences to prior filings are due to rounding.

Reclassifications and Change in Presentation due to Change in Status
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on prior periods’ results.
Change in Presentation due to Change in Status
Effective May 19, 2022, the date of the change in status, the Company prospectively discontinued its application of ASC 946 and, as a result, changed the presentation of the Company's Consolidated Financial Statements. The most significant changes are:
•The Consolidated Statement of Assets and Liabilities has been changed to a Consolidated Balance Sheet;
•The Consolidated Statement of Operations is no longer presented in the format required under ASC 946. The Company will present the Consolidated Statement of Operations as required under Non-Investment Basis U.S. GAAP. A Consolidated Statement of Other Comprehensive Income (Loss) will be presented, if and when applicable;
•The Consolidated Schedule of Investments has been removed;
•The Consolidated Statement of Cash Flows has been changed, including now containing a section for investing activities;
•Certain footnotes have been changed or removed to reflect conformity with applicable U.S. GAAP under a Non-Investment Basis; and
•The Company re-evaluated its interests in all entities to determine whether they are variable interests, and re-evaluated its investments, including its investments in partially owned entities, to determine if they are VIEs, as required under ASC Topic 810, Consolidation (“ASC 810”). The Company also re-evaluated consolidation considerations for all of its investments in VIEs and partially owned entities as required under ASC 810. Applicable disclosures related to VIEs and other partially owned entities have been included in these Notes to the Consolidated Financial Statements.
Reclassifications
Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications had no impact on prior periods’ results.

Basis of Consolidation
Basis of Consolidation
The Consolidated Financial Statements and related notes have been presented on the Non-Investment Basis of accounting in accordance with U.S. GAAP and in conformity with the rules and regulations of the SEC applicable to financial information. The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and those of its subsidiaries in which it has a controlling financial and/or voting interest. All intercompany balances and transactions have been eliminated in consolidation. The Company determines whether it has a controlling interest in an entity by first evaluating whether the entity is a VIE under U.S. GAAP as discussed further below.
In connection with the Acquisition, the Company consolidated the results of operations and financial position of GDEV during the period from May 19, 2022 through November 17, 2022. Management determined that GDEV is an investment company under ASC 946 for the purposes of financial reporting. In accordance with ASC 946, when an investment company’s results of operations are consolidated with and into the financial statements of a company that does not follow ASC 946, the results of operations and statement of financial position of the investment company shall continue to be presented in accordance with ASC 946. As such, in the preparation of the Consolidated Financial Statements during the period May 19, 2022 through November 17, 2022, GDEV was presented in the Consolidated Financial Statements of the Company utilizing ASC 946 accounting requirements. ASC 946 requires investments of an investment company to be recorded at the estimated fair value in the Consolidated Balance Sheets and the unrealized gains and/or losses in an investment’s fair value to be recognized on a current basis in the Consolidated Statements of Operations. On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party for total purchase consideration of $5.7 million. The Company realized a gain on sale of this investment in the amount of $0.3 million, which is included in Other expense, net on the Consolidated Statements of Operations. The Company has determined as a result of the sale of GREC’s investment in GDEV that it is no longer the primary beneficiary of GDEV. As a result, as of November 18, 2022, GDEV is no longer considered a consolidated subsidiary of the Company, and therefore its financial position is not included on the Consolidated Balance Sheets as of December 31, 2022. Further, the revenue, expenses and income of GDEV are only included within the Company’s Consolidated Statements of Operations for the period May 19, 2022 through November 17, 2022, the date of the deconsolidation. Additionally, the results of operations and financial position of GDEV GP, which GREC has a controlling voting interest in and whose operations are exclusively related to its role as the general partner of GDEV, are no longer eliminated in consolidation beginning with the deconsolidation on November 18, 2022.
Basis of Consolidation
As provided under Regulation S-X and ASC 946, the LLC would generally not consolidate its investment in a company other than a wholly owned investment company or controlled operating company whose business consists of providing services to the LLC. Accordingly, the LLC consolidated in its Consolidated Financial Statements the accounts of certain wholly owned subsidiaries that meet the criteria. All significant intercompany balances and transactions have been eliminated in consolidation.

Variable Interest Entities
Variable Interest Entities
The Company assesses entities for consolidation in accordance with ASC 810. The Company first considers whether an entity is considered a VIE and therefore whether to apply the VIE model. Entities that do not qualify as VIEs are evaluated for consolidation as voting interest entities (“VOE”) under the voting interest model. The Company consolidates all VIEs in which it holds a controlling financial interest, and all VOE that it controls through a majority voting interest or through other means. The Company evaluates whether an entity is a VIE upon acquisition of ownership interest or when reconsideration events occur as outlined per ASC 810.
The consolidation guidance requires an analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company’s has a controlling financial interest. An entity is a VIE if any one of the following conditions exists: (i) the legal entity does not have sufficient equity investment at risk, (ii) the equity investors at risk, as a group, lack the characteristics of a controlling financial interest, or (iii) the legal entity is structured with disproportionate voting rights.
A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIEs economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Refer to Note 5. Variable Interest Entities for further details.

Equity Method Investments
Equity Method Investments
When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting. The Company has elected the fair value option for each of its equity method investments. The Company reflects changes in the fair value of its equity method investments in Unrealized gain on investments, net on the Consolidated Statements of Operations. Dividend income is recorded in Other revenue on the Consolidated Statements of Operations as of the date that dividends are declared by the investee. The value of the Company's equity method investments is recorded to Investments, at fair value on the Consolidated Balance Sheets. On the Consolidated Statements of Cash Flows, the Company classifies distributions received from its investees using the “nature-of-the-distribution” approach. Quarterly operating distributions are classified as cash provided from operating activities, while distributions representing proceeds from the sale of property, plant, or equipment or membership interests in subsidiaries of the investees are classified as cash provided from investing activities.
Refer to Note 5. Variable Interest Entities and Note 6. Fair Value Measurements and Investments for further details.

Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value
Noncontrolling Interests, Redeemable Noncontrolling Interests and Hypothetical Liquidation at Book Value
NCI represents the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that is not allocable to the Company as they represent third-party interests in the net assets of the respective entity and are based on the contractual allocations within the respective operating agreement or allocated to NCI attributable to the limited partner investors.
For certain NCI when the preferences on profit sharing on liquidation rights and priorities differ from the ownership percentages, the Company considers ASC Topic 970, Real Estate - General, and applies the HLBV method of reporting. Under the HLBV method, the amounts of income and loss attributed to the NCI reflect the changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third-party noncontrolling interests in the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss), if applicable, are determined based on the difference in the carrying amounts of NCI on the Consolidated Balance Sheets between reporting dates, adjusted for any capital transactions between the Company and third-party investors that occurred during the respective period.
The Company accounts for the portion of net assets in the consolidated entities attributable to the noncontrolling investors as RNCI or NCI in its Consolidated Financial Statements. NCI is measured using the HLBV method and RNCI is measured using the greater of the estimated redemption value or HLBV method. NCI in subsidiaries that are redeemable at the option of the NCI holder are classified as RNCI on the Consolidated Balance Sheets.
Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests for further details.
NCI represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to the Company. For accounting purposes, the holders of NCI of consolidated subsidiaries of the Company include Tax Equity Investors under the tax equity financing facilities as well as the NCI in GDEV GP and GDEV GP II, which are held by an employee of the Company, and GDEV, which NCI was held by other limited partners of the partnership prior to the deconsolidation event on November 18, 2022.
Tax Equity Investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies and utility affiliates that use these investments to reduce future tax liabilities. Depending on the arrangement, until the Tax Equity Investors achieve their agreed-upon rate of return, they are entitled to a portion of the applicable project’s operating cash flow as well as substantially all of the project’s investment tax credits, accelerated depreciation and taxable income or loss. Typically, tax equity financing transactions are structured so that the Tax Equity Investors reach their target return between five and 10 years after the applicable project achieves commercial operation. The Company has determined that the contractual arrangements with Tax Equity Investors represent substantive profit-sharing arrangements and that income or loss should be attributed to these NCIs in each period using a balance sheet approach referred to as the HLBV method.

Use of Estimates
Use of Estimates
The preparation of the Company’s Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents and Restricted Cash
Cash and Cash Equivalents
Cash and cash equivalents include investments in highly liquid money market instruments with an original maturity of three months or less.
Restricted Cash
Restricted cash consists of cash accounts used as collateral for letters of credit and requirements for financial institutional loans and purchase and sale agreements that are restricted for use on certain of the Company’s renewable energy projects.
Cash and Cash Equivalents
Cash consists of demand deposits at a financial institution. Such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits. The LLC has not experienced any losses in any such accounts.
Restricted Cash
Restricted cash consists of cash accounts or letters of credit that are restricted for use on specific investments.

Accounts Receivable and Allowance for Doubtful Accounts
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. Accounts receivable also include unbilled accounts receivable, which is comprised of the monthly power generated under PPAs not yet invoiced. The Company reviews its accounts receivable for collectability and records an allowance for doubtful accounts for estimated uncollectible accounts receivable as deemed necessary. Accounts receivable are written off when they are no longer deemed collectible. The allowance is based on the Company’s assessment of known delinquent accounts, historical experience and other currently available evidence of the collectability and the aging of accounts receivable. The underlying assumptions, estimates and assessments the Company uses to provide for losses are updated to reflect the Company’s view of current conditions. Changes in such estimates could significantly affect the allowance for losses. It is possible the Company will experience credit losses that are different from the Company’s current estimates.

Fair Value Measurements
Fair Value Measurements
ASC Topic 820, Fair Value Measurements (“ASC 820”), prioritizes the use of market-based inputs over entity-specific inputs and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows:
Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2: Other significant observable inputs that are sourced either directly or indirectly from publications or pricing services, including dealer or broker markets, for identical or comparable assets or liabilities. Generally, these inputs should be widely accepted and public, non-proprietary, and sourced from an independent third party.
Level 3: Inputs derived from a significant amount of unobservable market data and derived primarily through the use of internal valuation methodologies.
Refer to Note 6. Fair Value Measurements and Investments for further details.
Derivative assets and liabilities
The Company estimates the fair value of its interest rate derivatives using a discounted cash flow valuation technique based on the net amount of estimated future cash flows related to the agreements. The primary inputs used in the fair value measurement include the contractual terms of the derivative agreements, current interest rates, and credit spreads. The significant inputs for the resulting fair value measurement are market-observable inputs, and thus the swaps are classified as Level 2 in the fair value hierarchy.
Equity method investments
In the table above, certain equity method investments may be valued at the purchase price for a period of time after an acquisition as the best indicator of fair value. In addition, certain valuations of investments may be entirely or partially derived by reference to observable valuation measures for a pending or consummated transaction. In the absence of quoted prices in active markets, the Company uses a variety of techniques to measure the fair value of its investments. The methodologies incorporate the Company’s assumptions about the factors that a market participant would use to value the investment. The various unobservable inputs used to determine the Level 3 valuations may have similar or diverging impacts on valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements.
The following table quantifies the significant unobservable inputs used in determining the fair value of equity method investments as of December 31, 2023. The weighted averages are calculated based on the relative fair value of each investment as of December 31, 2023:
Unobservable Input Input/Range
Discount rate
7.8%-11.0% (weighted average 8.3%)
kWh production
0.5%-0.6% annual degradation in production (weighted average 0.5%)
Potential leverage and estimated remaining useful life
29.0-34.2 years (weighted average 30.0 years)
Valuation of Investments at Fair Value
ASC Topic 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value. The LLC recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transaction costs that may be incurred upon disposition of the investments.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability.
GCM has established procedures to estimate the fair value of its investments that the LLC’s Board of Directors has reviewed and approved. To the extent that such market data is available, the LLC will use observable market data to estimate the fair value of investments. In the absence of quoted market prices in active markets, or quoted market prices for similar assets in markets that are not active, the LLC will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances. These methodologies incorporate the LLC’s assumptions about the factors that a market participant would use to value the asset.
The LLC considers investments in money market funds to be short-term investments. Short-term investments are stated at cost, which approximates fair value.
For investments for which quoted market prices are not available, which comprise most of our investment portfolio, fair value is estimated by using the cost, income or market approach. The income approach assumes that value is created by the expectation of future benefits, discounted by a risk premium, to calculate a current cash value. This estimate is the fair value: the amount an investor would be willing to pay to receive those future benefits. The market approach compares either recent comparable transactions to the investment or an offer to purchase an investment based upon a qualified bid: a signed term sheet and/or a signed purchase agreement. Adjustments to proposed prices are made to account for the probability of the deal closing, changes between proposed and executed terms, and any dissimilarity between the comparable transactions and their underlying investments. If multiple bids are qualified in the same valuation period, a blended market approach will be calculated.
Prior to the second quarter of 2020, fair value for pre-operational assets was approximated using the cost approach. Beginning in the second quarter of 2020, GCM expanded the criteria whereby certain pre-operational assets are identified and qualified for the income approach, rather than the cost approach, for approximating fair value. GCM considers all owned assets that are fully construction-ready with no impediments to begin construction and where the costs to complete such projects are well understood for the income approach. The fair value of such eligible projects is determined based upon a discounted cash flow methodology. If the portfolio has any significant portion of value that remains subject to negotiation or contract or if other significant risks to complete the project exist, the investment may be held at cost, as an approximation of fair value. These valuation methodologies involve a significant degree of judgment by GCM.
In determining the appropriate fair value of an investment using these approaches, the most significant information and assumptions include, as applicable: available current market data, including relevant and applicable comparable market transactions, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the investment’s ability to make payments, its earnings and discounted cash flows, the markets in which the project does business, comparisons of financial ratios of peer companies that are public, comparable mergers and acquisitions, the principal market and enterprise values and environmental factors, among other factors.
The estimated fair values will not necessarily represent the amounts that may be ultimately realized due to the occurrence or non-occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of the valuation of the investments, the estimate of fair values may differ significantly from the value that would have been used had a broader market for the investments existed.
The authoritative accounting guidance prioritizes the use of market-based inputs over entity-specific inputs and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows:
Level 1:    Unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2:    Other significant observable inputs that are sourced either directly or indirectly from publications or pricing services, including dealer or broker markets, for identical or comparable assets or liabilities. Generally, these inputs should be widely accepted and public, non-proprietary and sourced from an independent third party.
Level 3:    Inputs derived from a significant amount of unobservable market data and derived primarily through the use of internal valuation methodologies.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls will be determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of an input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.

Property, Plant and Equipment, net
Property, Plant and Equipment, net
Property, plant and equipment is stated at historical cost net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated remaining useful lives of individual assets or classes of assets noted in the table below or, when the asset is on property subject to a lease or other site control contract, the remaining lease or other contractual periods and renewals that are deemed to be reasonably certain at the date the assets are purchased, if less than the estimated remaining useful life. Additions and improvements extending asset lives beyond their remaining estimated useful lives are capitalized, while repairs and maintenance, including planned major maintenance, are charged to expense as incurred.
Asset Class Useful Lives (Years)
Solar energy systems 35 years
Wind energy systems 30 years
Battery storage systems 10 years
All costs directly related to the acquisition, development, and construction of long-lived assets are capitalized, including taxes and insurance incurred during the construction phase. A portion of interest costs, including amortization of debt issuance and financing costs associated with the generation facilities’ financing arrangements, are capitalized during construction. Development costs include the project development costs, which are expensed until it is probable that commercial success will be achieved. Once the assets are placed into service, all of the capitalized costs are depreciated over the estimated useful lives of the assets.
Refer to Note 8. Property, Plant and Equipment for further details.

Goodwill
Goodwill
Goodwill reflects the excess of the consideration transferred, including the fair value of any contingent consideration, over the assigned fair values of the identifiable net assets acquired. Goodwill is not amortized and is tested for impairment at least on an annual basis during the fourth quarter or more frequently if facts or circumstances indicate that the goodwill might be impaired. In assessing goodwill for impairment, the Company may elect to use a qualitative assessment to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of goodwill is less than its carrying amount. If the Company determines it is not more likely than not that the fair value of goodwill is less than its carrying amount, the Company will not be required to perform any additional tests in assessing goodwill for impairment. If the Company concludes otherwise, or elects not to perform the qualitative assessment, then the Company will be required to perform the quantitative impairment test. If the estimated fair value of the reporting unit is less than its carrying value, the Company performs additional quantitative analysis to determine if the reporting unit’s goodwill has been impaired. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, and an impairment charge is recognized for the differential.
Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details.

Amortizable and Other Intangible Assets and Out-of-market Contracts
Amortizable and Other Intangible Assets and Out-of-market Contracts
Contract-based intangible assets, including intangible assets and liabilities (out-of-market contracts) associated with PPA and REC agreements, represent the value of rights that arise from contractual arrangements. When the Company acquires a project with an existing PPA or REC agreement in an asset acquisition or business combination, and the terms of the contract are favorable or unfavorable relative to market terms, the Company recognizes intangible assets or liabilities in its accounting for the acquisition. In addition, in the Company’s accounting for the transition from the Investment Basis to the Non-Investment Basis, the Company identified and recorded contract-based intangible assets and liabilities associated with its existing PPA and REC agreements, as applicable. The Company amortizes identifiable intangible assets consisting of channel partner relationships, out-of-market PPAs, out-of-market REC contracts and trademarks because these assets have finite lives. The Company’s amortizable intangible assets with finite lives are amortized on a straight-line basis over the estimated useful lives. The basis of amortization approximates the pattern in which the assets are utilized over their estimated useful lives.
The contract-based intangible assets and liabilities (out-of-market contracts) associated with PPA and REC agreements for which the fair value has been determined to be less (more) than market are amortized to revenue over the term of each underlying contract on a straight-line basis.
The Company capitalizes implementation costs related to cloud computing (i.e., hosting) arrangements that are accounted for as a service contract that meets the accounting requirement for capitalization as such implementation costs were incurred to develop or utilize internal-use software hosted by a third-party vendor. The capitalized implementation costs are recorded as part of Other noncurrent assets on the Consolidated Balance Sheets and is amortized over the length of the service contract within Direct operating costs on the Consolidated Statements of Operations.
Refer to Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts for further details.

Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
In accordance with ASC Topic 360, Property, Plant, and Equipment, long-lived assets and intangible assets with determinable useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and would be charged to earnings. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell.

Notes Receivable
Notes Receivable
The Company’s notes receivable consists of loans made by the Company, who serves as the debt holder, to different entities serving as borrowers, as a way to finance the development and construction of renewable energy projects. The Company accounts for its notes receivable in accordance with ASC Topic 310, Receivables (“ASC 310”).
In accordance with ASC 310, notes receivable held for investment are reported on the balance sheet at their amortized cost basis. The amortized cost basis is the amount at which a financing receivable or investment is originated or acquired, adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, or other adjustments. The Company's notes receivable were all issued at their respective principal amounts. Interest income will be recognized based on the contractual rate in the loan agreement and any premium or discount will be amortized to interest income using the effective interest rate method. Further, for loans where paid-in-kind interest at the election of the borrower is present and for loans where the rate of interest changes over the life of the loan, such interest rate features will be considered and included in the effective interest rate calculation and recognition of interest income.
The Company classifies its loans on a current (due within 12 months of reporting date) and long term (due in excess of 12 months from reporting date) basis in accordance with stated maturity dates.
Interest income from the notes receivable represents operating income from ordinary business activities and is presented as Other revenue on the Consolidated Statements of Operations.
Refer to Note 7. Notes Receivable and Note 4. Revenue for further details.

Allowance for Credit Losses
Allowance for Credit Losses
The Company establishes a notes receivable loss reserve when available information indicates that it is probable a loss has occurred based on the carrying value of each note receivable within the portfolio and the amount of the loss can be reasonably estimated. Significant judgment is required in determining the notes receivable loss reserve, including estimates of the likelihood of default and the estimated fair value of the collateral, if any.

Debt Issuance, Deferred Financing Costs and Debt Discount and Deferred Sales Commissions
Debt Issuance, Deferred Financing Costs and Debt Discount
Deferred financing costs are amortized over the term of the Company’s financing arrangements using the effective interest method as a component of interest expense. Unamortized deferred financing costs are reflected as an offset to the scheduled principal payments and are presented as a reduction of Long-term debt, net of current portion, on the Consolidated Balance Sheets. Unamortized deferred financing costs related to unfunded commitments are recorded within Other noncurrent assets on the Consolidated Balance Sheets.
Deferred Sales Commissions
The Company defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of such shares are recorded as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of: (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the Company; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represent the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of: (1) the date which approximates an expected liquidity event for the Company; or (2) the expected holding period of the investment. The upfront liability is calculated at the time of sale, using the 85 basis points per annum fee multiplied by the expected holding period of such share. Deferred sales commissions for Class C, P-T and P-S shares are paid monthly, in the form of a reduction to shareholder distributions, to the third-party dealer manager at a rate equal to 1/12th of the 85 basis points per annum fee. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained.
Deferred Sales Commissions
The LLC defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker-dealers in the future in connection with the sale of shares sold with a reduced front-end load sales charge and a trail fee. The costs expected to be incurred at the time of the sale of the Class C shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) when the maximum amount of sales commission and related compensation is reached under regulatory regulations; (2) the date which approximates an expected liquidity event for the LLC; or (3) the expected holding period of the investment. The costs expected to be incurred at the time of the sale of the Class P-T and Class P-S shares are recorded as a liability on the date of sale and represents the aggregate amount due for such costs over the period beginning at the time of sale and ending on the earlier date of (1) the date which approximates an expected liquidity event for the LLC; or (2) the expected holding period of the investment. The upfront liability is calculated at the time of sale, using the 85 basis points per annum fee, multiplied by the expected holding period of such share. Deferred sales commissions for Class C, P-T and P-S are paid monthly, in the form of a reduction to shareholder distributions, to the third-party dealer manager at a rate equal to 1/12th of 85 basis points. The estimated amount of the liability can be updated as management's assumption surrounding an expected liquidity event changes or if the maximum of sales-related commissions and costs under regulatory regulations is attained.

Acquisitions
Acquisitions
For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used in accordance with ASC Topic 805, Business Combinations (“ASC 805”). The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on the fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair value of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, implied rate of return and weighted average cost of capital, asset lives and market multiples, among other items. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred.
Asset acquisitions are measured based on the cost to the Company, including transaction costs. Asset acquisition costs, or the consideration transferred by the Company, are assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash paid to the seller, as well as transaction costs incurred. The cost of an asset acquisition is allocated to the assets acquired based on their relative estimated fair values. Goodwill is not recognized in an asset acquisition.
The Company records contingent consideration related to its asset acquisitions when it is both probable that the Company will be required to pay such amounts and the amount is estimable. These contingencies generally relate to payments due upon the acquired projects reaching milestones as specified in the acquisition agreements.
Refer to Note 3. Acquisitions for further details.

Segment Information
Segment Information
ASC Topic 280, Segment Reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise where discrete financial information is available and evaluated regularly by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company manages its business as two operating segments and two reportable segments. Segment information is consistent with how the CODM reviews the business, makes resource allocation decisions, and assesses performance. Refer to Note 21. Segment Reporting for further details.
The Company determines its operating segments and reports segment information in accordance with how the Company’s CODM allocates resources and assesses performance. The Company’s CODM is its Chief Executive Officer. The Company’s operating segments are aggregated into two reportable segments, described below:
•IPP – The IPP business represents the active management and operations of the Company's fleet of renewable energy projects, including those in late-stage development and under construction. The Company's renewable energy projects generally earn revenue through the sale of generated electricity as well as frequently through the sale of other commodities such as RECs. In certain cases, the Company also serves as a minority member in renewable energy projects where it does not actively manage and operate the project but receives periodic dividends. The Company also provides loans to developers for the construction of renewable energy and energy efficiency projects as an incremental revenue stream for IPP.
The IPP business includes the direct costs to operate the Company's fleet, including costs such as operations and maintenance, repairs, and other costs incurred at the project / site level. Additionally, the Company employs a dedicated team of technical asset managers as well as a construction team to oversee the development and operations of our fleet. Such costs are recorded as Direct operating costs for IPP.
The IPP business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IPP.
•IM – The IM business represents GCM’s investment management platform, which is a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. The IM business also includes administrative services provided by Greenbacker Administration for managed funds in the renewable energy industry as an additional revenue stream.
The Company's IM business includes the direct costs incurred for the investment management services for managed funds and other marketing and investor relation services. This includes the costs to raise and deploy capital for such funds. Such costs are recorded as Direct operating costs for IM.
The IM business also includes the allocable portion of the Company’s General and administrative expenses, which represents overhead functions such as: finance and accounting, legal, information technology, human resources and other general functions that support the operations of IM.
The Company's CODM evaluates the financial performance of each segment using Segment Adjusted EBITDA, which excludes: (i) unallocated corporate expenses; (ii) interest expense; (iii) income taxes; (iv) depreciation expense; (v) amortization expense (including contract amortization); (vi) accretion; (vii) impairment of long-lived assets; (viii) share-based compensation; (ix) other non-recurring costs that are unrelated to the continuing operations of the Company’s segments; and (x) amounts attributable to our redeemable and non-redeemable controlling interests. Additionally, the Company does not allocate foreign currency gains and losses, other income and losses, change in fair value of contingent consideration (if any), and unrealized gains and losses to our operating segments. See “Results of Operations - Non-Investment Basis” Item 2 for additional discussion on Segment Adjusted EBITDA and segment results.

Distribution Policy
Distribution Policy
Distributions to members, if any, will be authorized and declared quarterly by the board of directors of the Company (the “Board of Directors”) in advance and paid monthly in the form of cash or shares. From time to time, the Company may also pay interim special distributions in the form of cash or shares, with the approval of the Board of Directors. Distributions will be made on all classes of shares at the same time. The cash or share distributions paid to the shareholder with respect to the Class C, P-S and P-T shares will be lower than the cash or share distributions with respect to the Company’s other share classes because of the distribution fee associated with the Class C, P-S and P-T shares, which is allocated specifically to such classes. Amounts distributed to each class are allocated amongst the holders of the shares in such class in proportion to their shares.
Refer to Note 18. Equity for further details.
Distribution Policy
Distributions to members, if any, will be authorized and declared by the LLC's Board of Directors quarterly in advance and paid monthly. From time to time, we may also pay interim special distributions in the form of cash or shares, with the approval of our Board of Directors. Distributions will be made on all classes of shares at the same time. The cash distributions paid to the shareholder with respect to the Class C, P-S and P-T shares will be lower than the cash distributions with respect to the LLC’s other share classes because of the distribution fee associated with the Class C, P-S and P-T shares, which is allocated specifically to these classes' net assets. Amounts distributed to each class are allocated amongst the holders of the shares in such class in proportion to their shares. Distributions declared by our Board of Directors are recognized as distribution liabilities on the ex-dividend date.

Earnings per Share
Earnings per Share
In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common members by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the year, adjusted for the effect of potentially dilutive securities. The Company’s potentially dilutive securities consist of unvested share-based compensation awards calculated using the treasury stock method, unless the effect is anti-dilutive.
Refer to Note 3. Acquisitions and Note 20. Earnings Per Share for further details.
Earnings per Share
In accordance with the provisions of ASC Topic 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common members by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.

Revenue Recognition
Revenue Recognition
The Company recognizes revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which provides a five-step model for recognizing revenue as follows:
1.Identify the contract
2.Identify performance obligations
3.Determine the transaction price
4.Allocate the transaction price
5.Recognize revenue
The Company has elected as a practical expedient the accounting policy under which it excludes from the transaction price, sales taxes it collects from its customers assessed by governmental authorities. The Company, therefore, reports revenue net of any sales taxes.
Energy Sales
The Company’s revenue is primarily derived from the sale of power under long-term PPAs. The Company’s PPAs generally have a term between 10-30 years. Customers consist of commercial property owners, corporate entities, municipal entities, and utility companies located within the continental United States and Canada. The Company operates solar, wind, biomass, and battery systems.
Certain of these PPAs are accounted for as leases with variable lease payments. ASC Topic 842, Leases (“ASC 842”), requires variable lease payments to be recorded in the period when the changes in facts and circumstances on which the variable lease payments are based occur. See further detail regarding the Company’s PPAs accounted for as leases in Note 10. Leases.
The Company has identified the sale of renewable energy and capacity, and when bundled into the PPA, RECs, as the performance obligations within its PPAs. The Company transfers control of the electricity and capacity over time, and the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. The RECs bundled into PPAs are generated upon generation of renewable power from our renewable energy-generating assets. Accordingly, the Company has concluded that the sale of electricity, capacity, and when included in the contract, RECs, represent series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Each distinct transfer of electricity in kWh that the Company promises to transfer to the customer meets the criteria to be a performance obligation satisfied over time. The Company recognizes revenue based on the amount metered and invoiced on the basis of the contract prices multiplied by kWh delivered. The Company applies the invoicing practical expedient in circumstances where the amount of revenue recognized is determined based on the output produced.
Renewable Energy Credits Sales and Other Incentives
The Company has concluded the sale of RECs performance obligation that are not required to be generated by a specific renewable energy-generating asset is satisfied at the point in time in which control is transferred to the customer, which may be upon delivery of the attributes or delivery of the related renewable energy, dependent on whether the contract number of RECs is a fixed amount or based upon the amount of power generated. This represents the point in time where the Company has a present right to payment and the customer has significant risks and rewards related to ownership of the RECs.
In a bundled contract to sell energy and RECs, all performance obligations are deemed to be delivered at the same time. In such cases, the Company does not allocate the transaction price to multiple performance obligations.
Contract Amortization
Intangible assets and out-of-market contracts recognized from PPAs and RECs assumed through acquisitions related to the sale of energy in future periods for which the fair value has been determined to be less (more) than market are amortized to revenue over the term of each underlying contract on a straight-line basis.
Investment Management Revenue
The Company also performs investment management and other administrative services for other funds in the sustainable infrastructure renewable energy industry. Such services comprise many activities which constitute a series of distinct services satisfied over time. These activities include capital raising and capital deployment, marketing and other investor relations functions as well as technical asset management, finance and accounting, legal and other administrative services. The performance obligation is satisfied over time because the customer simultaneously receives and consumes the benefits provided by the entity’s performance as the Company performs. The Company utilizes an output method based on time elapsed to measure progress towards satisfaction of the performance obligation.
Interest Revenue
Interest revenue relates to the Company's secured loans to developers within the renewable energy industry. To the extent the Company expects to collect such amounts, interest revenue is recorded on an accrual basis. If there is reason to doubt an ability to collect such interest, interest receivable on loans is not accrued for accounting purposes. Original issuance discounts, market discounts or market premiums are accreted or amortized using the effective interest method as interest revenue. Prepayment premiums on loans are recorded as interest revenue when received. Any application, origination or other fees earned by the Company in arranging or issuing debt are amortized over the expected term of the loan.
Loans are placed on non-accrual status when there is a reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as revenue or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are generally restored to accrual status when past due principal and interest are paid and, in management’s judgment, are likely to remain current.
Refer to Note 4. Revenue for further details.
Revenue Recognition
To the extent the LLC expects to collect such amounts, interest income is recorded on an accrual basis. If there is reason to doubt an ability to collect such interest, interest receivable on loans is not accrued for accounting purposes. Original issue discounts, market discounts or market premiums are accreted or amortized using the effective interest method as interest income. Prepayment premiums on loans are recorded as interest income when received. Any application, origination or other fees earned by the LLC in arranging or issuing debt are amortized over the expected term of the loan.
Loans are placed on non-accrual status when principal and interest are 90 days or more past due, or when there is a reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are generally restored to accrual status when past due and principal and interest is paid and, in management’s judgment, is likely to remain current.
Dividend income is recorded when dividends are declared and determined that collection is probable. The timing and amount of dividend income is determined on at least a quarterly basis and, in certain cases, can only be determined quarterly based on the underlying project company agreements. This process includes an analysis at the individual project company level based on cash available from operations and working capital needed for the project company operations. Dividend income from the LLC's privately held, equity investments is recognized when approved.
Dividend income as reported on the Consolidated Statement of Operations reflects dividend income from project companies less any expenses incurred by the LLC or GREC for the services provided by Greenbacker Administration directly relating to the ongoing operation of the project companies.

Asset Retirement Obligations
Asset Retirement Obligations
Asset retirement obligations (“AROs”), are accounted in accordance with ASC Topic 410-20, Asset Retirement Obligations (“ASC 410-20”). AROs associated with long-lived assets included within the scope of ASC 410-20 are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. ASC 410-20 requires an entity to recognize the fair value of a liability for an ARO in the period in which it is incurred and a reasonable estimate of fair value can be made.
Upon initial recognition of a liability for an ARO, the asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. The Company's AROs are primarily related to the future dismantlement of solar or wind equipment placed on leased property at the end of the contractual term. As part of the Company’s change in status as discussed previously, the Company determined the fair value of the AROs as of May 19, 2022.
Refer to Note 13. Asset Retirement Obligations for further details.

Share-based Compensation
Share-based Compensation
The Company grants certain share-based compensation awards under the Greenbacker Renewable Energy Company LLC 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The grant date fair value for restricted share units granted under the 2023 Equity Incentive Plan is determined based on the MSV of the Company’s Class P-I shares on the business day prior to the grant, reduced by the present value of the expected dividends during the vesting period. Additionally, in connection with the Acquisition, certain of the Earnout Shares that were issued to Group LLC as part of the consideration were subsequently issued by Group LLC to certain employees of the Company in exchange for their employment services post-Acquisition. The Company accounts for these awards in accordance with ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). Share-based compensation costs are primarily recognized over the applicable requisite service period of the award, generally using the straight-line method. Forfeitures are recorded as incurred.
Refer to Note 3. Acquisitions and Note 19. Share-based Compensation for further details.

Derivative Instruments
Derivative Instruments
ASC Topic 815, Derivatives and Hedging (“ASC 815”), requires companies to recognize all of its derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated under hedge accounting and qualifies as part of a hedging relationship and on the type of hedging relationship. For derivative instruments that are designated and qualify as hedging instruments, an entity must designate the hedging instrument based upon the exposure being hedged. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the Consolidated Statements of Operations during the current period. The Company only uses derivative financial instruments to the extent necessary to hedge identified business risks and does not hold or issue derivative financial instruments for trading purposes. When there is a master netting agreement with a financial institution, any gain or loss on interest rate swaps with the same financial institution are netted for financial statement presentation.
The Company entered into certain interest rate swaps to manage its interest rate risk and accounts for these as derivative instruments under ASC 815. The Company designates qualifying interest rate derivatives as a hedge of a forecasted transaction of the variability of cash flows to be paid related to a recognized liability under a cash flow hedge. Under a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings and is recorded to the same income statement line item as the hedged item. The changes in the fair value of derivatives that do not qualify for hedge accounting or are not designated as hedging instruments are recognized immediately in current earnings. Cash flows on hedges are classified in the Consolidated Statements of Cash Flows the same as cash flows of the items being hedged.
The Company documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions, at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific forecasted transactions. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair values or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable of occurring, or a treatment of the derivative as a hedge is no longer appropriate or intended. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods during which the hedged transactions will affect earnings.
Refer to Note 12. Derivative Instruments for further details.
Derivative Instruments
The LLC may utilize interest rate swaps to modify interest rate characteristics of existing debt obligations to manage interest rate exposure. These are recorded at fair value either as assets or liabilities with changes in the fair value of interest rate swaps during the period recognized as either an unrealized appreciation or depreciation in the accompanying Consolidated Statements of Operations. On the expiration, termination or settlement of a derivatives contract, the LLC generally records a gain or loss. When there is a master netting agreement with a financial institution, any gain or loss on interest rate swaps with the same financial institution are netted for financial statement presentation.
By using derivative instruments, the LLC is exposed to the counterparty’s credit risk — the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The LLC’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the Consolidated Financial Statements. As appropriate, the LLC minimizes counterparty credit risk through credit monitoring procedures and managing margin and collateral requirements.
During December 2021, the LLC entered into an agreement for the purpose of hedging our investment in a pre-operating solar facility that the LLC has contracted to acquire. The derivative instrument has a trade date of December 15, 2021, an effective date of March 31, 2024 and an initial notional amount of $284.7 million. The fixed rate is 1.60%. Per the terms of the agreement, the swap is contingent on the transaction closing. While the transaction has not yet closed, in order to lock in the terms, the LLC made a payment for the amount of $5.0 million to be maintained as cash collateral.

Income Taxes
Income Taxes
The Company intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that the Company will not meet the qualifying income exception and will not qualify to be treated as a partnership. If the Company does not meet the qualifying income exception, the members would then be treated as stockholders in a corporation, and the Company would become taxable as a corporation for U.S. federal income tax purposes under the Internal Revenue Code. The Company would be required to pay income tax at corporate rates on its net taxable income. To the extent of the Company’s earnings and profits, the payment of the distributions would not be deductible by the Company, and distributions to members from the Company would constitute dividend income taxable to such members.
The Company conducts substantially all its operations through its wholly owned subsidiary, GREC, which is a corporation that is subject to federal, state, provincial, local and foreign income taxes based on income. Accordingly, most of its operations will be subject to federal, state, provincial, local and foreign income taxes in the jurisdictions in which it operates. As of December 31, 2023 and 2022, including territories and provinces, the Company operates in 36 jurisdictions.
Income taxes are accounted for under the assets and liabilities method. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between items that are recognized in the Consolidated Financial Statements and tax returns in different years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
PTCs are recognized as wind energy from qualified projects is generated and sold based on a per kWh rate prescribed in applicable federal and state statutes. The tax benefits of PTCs are recognized as either reductions to current income taxes payable, unless limited by tax law, in which instance they are deferred tax assets with a carry forward period of 20 years. The Company recognizes ITCs as a reduction to income tax expense when the related energy property is placed into service.
For income tax benefits to be recognized, including uncertain tax benefits, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of the benefit that is more likely than not to be realized upon ultimate settlement. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties associated with income taxes, if any, will be recognized in general and administrative expense.
The Company follows the authoritative guidance on accounting for uncertainty in income taxes and has concluded it has no material uncertain tax positions to be recognized at this time.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Income Taxes
The LLC intends to operate so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that the LLC will not meet the qualifying income exception and will not qualify to be treated as a partnership. If the LLC does not meet the qualifying income exception, the members would then be treated as stockholders in a corporation, and the LLC would become taxable as a corporation for U.S. federal income tax purposes under the Internal Revenue Code, the LLC would be required to pay income tax at corporate rates on its net taxable income. To the extent of the LLC’s earnings and profits, and the payment of the distributions would not be deductible by the LLC, distributions to members from the LLC would constitute dividend income taxable to such members.
The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC, which is a corporation that is subject to federal, state, provincial, local and foreign income taxes based on income. Accordingly, most of its operations will be subject to U.S. federal, state, provincial, local and foreign income taxes in the jurisdictions in which it resides. As of May 18, 2022, including territories and provinces, the portfolio resides in 36 jurisdictions.
Income taxes are accounted for under the assets and liabilities method. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between items that are recognized in the Consolidated Financial Statements and tax returns in different years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
For income tax benefits to be recognized, including uncertain tax benefits, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of the benefit that is more likely than not to be realized upon ultimate settlement. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties associated with income taxes, if any, will be recognized in general and administrative expense.
The LLC does not consolidate its investments for financial statements; rather, it accounts for its investments at fair value under the specialized accounting of ASC 946. The tax attributes of the individual investments will be considered and incorporated in the LLC’s fair value estimates for those investments. The amounts recognized in the Consolidated Financial Statements for unrealized appreciation and depreciation will result in a difference between the Consolidated Financial Statements and the cost basis of the assets for tax purposes. These differences will be recognized as deferred tax assets and liabilities. Generally, the entities that hold the LLC’s investments will be included in the consolidated tax return of GREC and the differences between the amounts recognized for financial statement purposes and the tax return will be recognized as additional deferred tax assets and liabilities.
The LLC follows the authoritative guidance on accounting for uncertainty in income taxes and has concluded it has no material uncertain tax positions to be recognized at this time.
The LLC assessed its tax positions for all open tax years as of May 18, 2022 for all U.S. federal and state tax jurisdictions for the years 2014 through 2021. The results of this assessment are included in the LLC’s tax provision and deferred tax assets as of May 18, 2022.
The effective tax rate for the period from January 1, 2022 through May 18, 2022 is 22.5%. For the period from January 1, 2022 through May 18, 2022, the primary items giving rise to the difference between the 21.0% statutory rate for corporations and the 22.5% effective tax rate are state taxes, federal tax credits, and other permanent differences primarily related to expenses recorded at the partnership level which are not taxable.

Leases
Leases
In February 2016 and as subsequently modified, the FASB issued ASU No. 2016-02, Leases, or ASC 842, with the objective to increase transparency and comparability among organizations related to their leasing arrangements. This comprehensive new standard amends and supersedes existing lease accounting guidance and is intended to increase transparency and comparability among organizations by recognizing ROU lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. Lease expense continues to be recognized in a manner similar to legacy U.S. GAAP. As of December 31, 2022, the Company was no longer considered an “emerging growth company” pursuant to the provisions of the JOBS Act, enacted on April 5, 2012. For as long as the Company was an “emerging growth company,” we were permitted to take advantage of certain exemptions from various reporting requirements or extended transition periods for complying with new or revised accounting standards, including adoption of this ASU for fiscal years beginning after December 15, 2021. The Company adopted ASC 842 effective January 1, 2022 using the modified retrospective approach.
Under ASC 842, a lease is a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (i.e., an identified asset) for a period of time in exchange for consideration. The Company’s contracts determined to be or to contain a lease include explicitly or implicitly identified assets where the lessee has the right to control the use of the assets during the lease term.
To reduce the burden of adoption and ongoing compliance with ASC 842, a number of practical expedients and policy elections are available under the new guidance. The Company elected the “package of practical expedients” permitted under the transition guidance, which allowed the Company to not reassess whether contracts entered into prior to adoption are or contain leases and also allowed the Company to carryforward the historical lease classification for existing leases. The Company also elected the hindsight practical expedient and therefore reassessed the lease term for existing leases.
The Company made an accounting policy election under ASC 842 not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease.
Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index). Certain leases require variable lease payments based on the amount of energy generation of the related assets which are recorded in variable lease expense or revenue depending upon whether the Company is the lessee or lessor in the arrangement. Subsequent changes based on an index and other periodic market-rate adjustments to base rent are recorded in Direct operating costs on the Consolidated Statements of Operations in the period incurred.
The Company’s leases may include non-lease components representing additional services transferred to the Company, such as common area maintenance for real estate. The Company made an accounting policy election for each class of underlying asset not to separate non-lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. Non-lease components that are variable in nature are recorded in Direct operating costs in the period incurred.
The Company uses its incremental borrowing rate to determine the present value of lease payments as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment.

Concentration of Risk
Concentration of Risk
The Company’s derivative financial instruments and PPAs potentially subject the Company to concentrations of credit risk. The maximum exposure to loss due to credit risk of counterparties to either, (i) the Company’s derivative financial instruments or (ii) the Company’s PPAs, would generally equal (a) the fair value of derivative financial instruments presented in the Company’s Consolidated Balance Sheets or (b) the revenue otherwise expected to be earned under the terms of the PPAs had the relevant offtakers performed their obligations. The Company manages this credit risk by maintaining a diversified portfolio of creditworthy counterparties.
The Company determines which customers, if any, comprise over ten percent of either revenue or accounts receivable. The Company had no customers from which revenue was over ten percent of total revenue for the year ended December 31, 2023. The Company had one customer from which revenue was 11.8% of total revenue for the period from May 19, 2022 through December 31, 2022. As of December 31, 2023, the Company had one customer from which the receivable balance was 24.4% of total accounts receivable. No one customer receivable balance represented ten percent or more of accounts receivable as of December 31, 2022.
Refer to Note 12. Derivative Instruments and Note 4. Revenue for further details.

Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements
Effective January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, which provides financial statement users with more useful information about the current expected credit losses and changes how entities measure credit losses on financial instruments and the timing of when such losses are recognized by utilizing a lifetime expected credit loss measurement. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
Effective January 1, 2023, the Company adopted ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of Reference Rate Reform on Financial Reporting,” which provides companies with optional financial reporting alternatives to reduce the cost and complexity associated with the accounting for contracts and hedging relationships affected by reference rate reform. The amendments apply to contracts and hedging relationships that reference the LIBOR or another reference rate to be discontinued because of reference rate reform. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” that would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its CODM uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is still evaluating the impact of this ASU and the impact on its Condensed Consolidated Financial Statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. For public business entities, the amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. The Company is still evaluating the impact of this ASU and the impact on its Consolidated Financial Statements and related disclosures.
Changes to U.S. GAAP are established by the FASB in the form of ASUs to the FASB Accounting Standards Codification. ASUs issued which are not specifically listed above were assessed and have already been adopted in a prior period or determined to be either not applicable or are not expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

v3.24.1

Significant Accounting Policies (Tables)
12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Change to Non-Investment Basis Accounting, Adjustments The following is a summary of the allocation of the net assets of the Company as of the date of the change in status, May 19, 2022:
(in thousands)
May 19, 2022
Total members’ equity (net assets)
$ 1,543,740
Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests 74,814
Total net assets of the Company $ 1,618,554
Assets
Cash, cash equivalents and Restricted cash $ 205,449
Other current assets 103,875
Total current assets 309,324
Property, plant and equipment 1,522,995
Intangible assets 465,375
Investments, at fair value 90,425
Derivative assets 118,548
Other noncurrent assets 36,361
Total noncurrent assets 2,233,704
Total assets 2,543,028
Liabilities
Accounts payable and accrued expenses $ 59,522
Other current liabilities 67,618
Total current liabilities 127,140
Long-term debt, net 501,200
Out-of-market contracts 229,576
Other noncurrent liabilities 66,558
Total noncurrent liabilities 797,334
Total liabilities 924,474
Total members’ equity, redeemable noncontrolling interests and noncontrolling interests
$ 1,618,554

Impact of Sale and Deconsolidation on Balance Sheet
The following table summarizes the impact of the sale and deconsolidation of GDEV as of November 18, 2022 on the Consolidated Financial Statements:
(in thousands)
Balances Prior to Deconsolidation Impact of Sale and Deconsolidation November 18, 2022
Assets
Current assets:
Cash and cash equivalents $ 191 $ 5,467 $ 5,658
Other current assets 84 164 248
Total current assets $ 275 $ 5,631 $ 5,906
Noncurrent assets:
Investments, at fair value $ 73,632 $ (71,658) $ 1,974
Total noncurrent assets 73,632 (71,658) 1,974
Total assets $ 73,907 $ (66,027) $ 7,880
Liabilities, Redeemable Noncontrolling Interests and Equity
Current liabilities:
Other current liabilities 120 (120) —
Total current liabilities 120 (120) —
Total liabilities $ 120 $ (120) $ —
Equity:
Greenbacker Renewable Energy Company LLC controlling interest $ 7,594 $ — $ 7,594
Accumulated deficit (22) 308 286
Noncontrolling interests 66,215 (66,215) —
Total equity $ 73,787 $ (65,907) $ 7,880
Total liabilities, redeemable noncontrolling interests and equity $ 73,907 $ (66,027) $ 7,880

Supplemental Cash Flow Information
The following table provides a reconciliation of cash and cash equivalents and restricted cash as of December 31, 2023 and 2022:
(in thousands)
December 31, 2023 December 31, 2022
Cash and cash equivalents $ 96,872 $ 143,224
Restricted cash, current 85,235 47,474
Restricted cash 5,568 —
Total cash and cash equivalents and restricted cash
$ 187,675 $ 190,698
The following table presents information regarding the Company’s non-cash investing and financing activities as well as the cash paid for interest for the year ended December 31, 2023 and for the period from May 19, 2022 through December 31, 2022:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Non-cash investing and financing activities
Deferred sales commission payable $ 10,270 $ 10,973
Redemptions payable 361 32,198
Distribution payable to shareholders 7,606 7,703
Capital expenditures incurred but not paid 38,009 24,284
Non-cash distributions to noncontrolling interests 2,293 2,794
Cash paid for
Interest paid, net of amounts capitalized $ 23,608 $ 12,988

Useful Lives of Property, Plant and Equipment, net Depreciation is computed on a straight-line basis over the estimated remaining useful lives of individual assets or classes of assets noted in the table below or, when the asset is on property subject to a lease or other site control contract, the remaining lease or other contractual periods and renewals that are deemed to be reasonably certain at the date the assets are purchased, if less than the estimated remaining useful life. Additions and improvements extending asset lives beyond their remaining estimated useful lives are capitalized, while repairs and maintenance, including planned major maintenance, are charged to expense as incurred.
Asset Class Useful Lives (Years)
Solar energy systems 35 years
Wind energy systems 30 years
Battery storage systems 10 years
Property, plant and equipment, net consists of the following:
(in thousands)
December 31, 2023 December 31, 2022
Land $ 23,473 $ 16,321
Plant and equipment 2,169,573 1,874,201
Asset retirement obligation 34,003 30,483
Finance right-of-use asset 65 —
Other 262 320
Total property, plant and equipment $ 2,227,376 $ 1,921,325
Accumulated depreciation (93,499) (31,619)
Property, plant and equipment, net $ 2,133,877 $ 1,889,706

v3.24.1

Acquisitions (Tables)
12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Summary of Purchase Consideration The following is a summary of the purchase consideration, as well as the fair value of the NCI in GDEV GP and GDEV at the acquisition date:
(in thousands)
May 19, 2022 Adjustments May 19, 2022 as Adjusted
Fair value of consideration transferred:
Equity consideration $ 214,927 $ — $ 214,927
Contingent consideration 73,600 — 73,600
Assumed expenses of Group LLC 6,227 — 6,227
Assumed debt (paid at closing)
1,500 — 1,500
Extinguishment of liabilities (2,171) — (2,171)
Total purchase consideration $ 294,083 $ — $ 294,083
Fair value of the Company’s investment in GDEV (held before the Acquisition) 3,768 — 3,768
Fair value of the NCI in GDEV GP 533 (192) 341
Fair value of the NCI in GDEV 45,446 491 45,937
Total amount to allocate to net assets acquired and consolidated $ 343,830 $ 299 $ 344,129

Summary of Fair Value of Assets Acquired and Liabilities Assumed The following table details the purchase price allocation as of May 19, 2022 before adjustment, the adjustments made during the three months ended December 31, 2022 and the adjusted purchase price allocation as of May 19, 2022. No adjustments were made during the year ended December 31, 2023.
(in thousands)
May 19, 2022 2022 Adjustments May 19, 2022 as Adjusted
Net working capital (including cash) $ 8,819 $ — $ 8,819
Property, plant and equipment 75 — 75
Investments, at fair value and other noncurrent assets 42,356 — 42,356
Trademarks 2,800 — 2,800
Channel partner relationships 95,100 (400) 94,700
Carried interest 279 (279) —
Other liabilities (760) — (760)
Deferred tax liability (25,779) 604 (25,175)
Goodwill 220,940 374 221,314
Sum of acquired and consolidated net assets $ 343,830 $ 299 $ 344,129

Summary of Acquired Identifiable Intangible Assets
The following table summarizes the acquired goodwill and identifiable intangible assets, updated acquisition date fair value, and weighted-average amortization period:
(dollars in thousands)
Identified intangible asset Acquisition date fair value Weighted-average amortization period (years)
Trademarks $ 2,800 12
Channel partner relationships 94,700 11
Goodwill 221,314 —

Purchase Price of Assets Acquired The purchase price of the assets acquired during the year ended December 31, 2022 has been allocated on a relative fair value basis as follows:
(in thousands)
Land $ 5,111
Property, plant and equipment 71,156
Intangible assets 1,193
ROU asset 2,923
Less: Liabilities assumed (4,111)
Total $ 76,272

Schedule of Acquired Identifiable Intangible Assets
The following table summarizes the acquired identifiable intangible assets, acquisition date estimated fair value, and weighted average amortization period for intangible assets acquired as a result of the asset acquisitions completed during the year ended December 31, 2022:
(dollars in thousands)
Identified intangible asset Acquisition data fair value Weighted-average amortization period (years)
PPA contracts - out-of-market $ (889) 20
REC contracts - favorable $ 1,193 20

v3.24.1

Revenue (Tables)
12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue
The following table provides information on the disaggregation of revenue as reported in the Consolidated Statements of Operations:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Energy sales $ 138,530 $ 86,187
RECs and other incentives 20,771 15,409
Investment Management revenue 13,490 1,919
Other revenue 8,434 7,506
Contract amortization, net (8,060) (10,529)
Total revenue 173,165 100,492
Less: Contract amortization, net 8,060 10,529
Less: Lease revenue (10,147) (6,026)
Less: Investment, dividend and interest income (7,760) (7,512)
Total revenue from contracts with customers $ 163,318 $ 97,483

Remaining Performance Obligations The following table includes the approximate amounts expected to be recognized related to remaining performance obligations as of December 31:
(in thousands)
Amount
2024 $ 4,993
2025 1,987
2026 1,855
2027 788
2028 788
Thereafter 1,816
Total $ 12,227

v3.24.1

Fair Value Measurements and Investments (Tables)
12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities
The following table presents the fair values of the Company's financial assets and liabilities as of December 31, 2023 and the basis for determining their fair values:
Fair Value as of December 31, 2023
(in thousands)
Level 1 Level 2 Level 3 Total
Derivative assets $ — $ 142,168 $ — $ 142,168
Derivative liabilities — (5,833) — (5,833)
Equity method investments — — 94,878 94,878
Contingent consideration — — (42,307) (42,307)
Total $ — $ 136,335 $ 52,571 $ 188,906
The following table presents the fair values of the Company's financial assets and liabilities as of December 31, 2022 and the basis for determining their fair values:
Fair Value as of December 31, 2022
(in thousands)
Level 1 Level 2 Level 3 Total
Derivative assets $ — $ 195,840 $ — $ 195,840
Equity method investments — — 92,554 92,554
Contingent consideration — — (75,700) (75,700)
Total $ — $ 195,840 $ 16,854 $ 212,694

Fair Value Assets and Liabilities Using Significant Unobservable Inputs
The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the Consolidated Financial Statements as of December 31, 2023 using significant unobservable inputs:
(in thousands)
Equity method investments
Contingent consideration
Total
Balance as of December 31, 2022 $ 92,554 $ (75,700) $ 16,854
Purchases 5,298 — 5,298
Return of capital (3,906) — (3,906)
Unrealized gain on investments, net 932 — 932
Change in contingent consideration — 603 603
Reclassification of participating Earnout Shares — 32,790 32,790
Balance as of December 31, 2023 $ 94,878 $ (42,307) $ 52,571

Fair Value Assets and Liabilities Using Significant Unobservable Inputs
The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the Consolidated Financial Statements as of December 31, 2023 using significant unobservable inputs:
(in thousands)
Equity method investments
Contingent consideration
Total
Balance as of December 31, 2022 $ 92,554 $ (75,700) $ 16,854
Purchases 5,298 — 5,298
Return of capital (3,906) — (3,906)
Unrealized gain on investments, net 932 — 932
Change in contingent consideration — 603 603
Reclassification of participating Earnout Shares — 32,790 32,790
Balance as of December 31, 2023 $ 94,878 $ (42,307) $ 52,571

Schedule of Quantitative Information about Level 3 Fair Value Measurements
The following table quantifies the significant unobservable inputs used in determining the fair value of equity method investments as of December 31, 2023. The weighted averages are calculated based on the relative fair value of each investment as of December 31, 2023:
Unobservable Input Input/Range
Discount rate
7.8%-11.0% (weighted average 8.3%)
kWh production
0.5%-0.6% annual degradation in production (weighted average 0.5%)
Potential leverage and estimated remaining useful life
29.0-34.2 years (weighted average 30.0 years)
The following quantifies the significant unobservable inputs used to determine the fair value of contingent consideration as of December 31, 2023:
Unobservable Input Input/Range
Risk-Free Rate Over Earnout Term 4.0%
Revenue Discount Rate 9.5%
Annualized Revenue Volatility 40.0%
Annualized Share Price Volatility 30.0%
Quarterly Revenue / Share Price Correlation 40.0%
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the period ended May 18, 2022:
(in thousands)
Balance as of December 31,
2021 Net
change in
unrealized
appreciation
on investments Translation
of assets
and
liabilities
denominated
in foreign
currencies Purchases
Cost
adjustments(1)
Sales and
repayments of
investments(2)
Net
realized
loss on
investments Balance as of May 18,
2022
Limited Liability Company Member Interests $ 1,332,933 $ 13,652 $ — $ 322,060 $ (210,520) $ — $ (2) $ 1,458,123
Capital Stock 1,750 (4) (26) — — — — 1,720
Energy Efficiency - Secured Loans 381 — — — — (55) — 326
Secured Loans - Other 33,286 — — 17,365 — (12,270) — 38,381
Total $ 1,368,350 $ 13,648 $ (26) $ 339,425 $ (210,520) $ (12,325) $ (2) $ 1,498,550
(1)Includes paid-in-kind interest, return of capital and additional investments in existing investments, if any.
(2)Includes principal repayments on loans.

v3.24.1

Notes Receivable (Tables)
12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Schedule of Notes Receivable
The Company’s notes receivable consists of the following as of December 31, 2023 and 2022:
(dollars in thousands)
As of December 31, 2023 As of December 31, 2022 Year of origination Interest rate Maturity date
Notes receivable, current
Cider $ 25,749 $ 41,864 2022 8.00%
6/30/2024(1)
OYA — 8,491 2022 9.00%
2/17/2023(2)
Shepherds Run 2,742 8,751 2020 8.00%
3/31/2024(1)
Total notes receivable, current $ 28,491 $ 59,106
Notes receivable, noncurrent
New Market $ 5,008 $ 5,008 2019 9.00%
9/30/2022(3)
SE Solar 5,010 5,010 2019 9.00%
5/31/2023(4)
Kane Warehouse 166 276 2015 10.25%
2/24/2025
Total notes receivable, noncurrent $ 10,184 $ 10,294
Loan reserve(5)
(2,000) —
Total notes receivable $ 36,675 $ 69,400
(1)The note receivable agreements were amended with an extension to the agreements on February 6, 2024.
(2)The note receivable was paid in full on February 17, 2023.
(3)Option for purchase agreement exercised on September 30, 2022. The parties involved are working in good faith to enter into a purchase agreement.
(4)The parties involved are working in good faith on an extension to the agreement.
(5)As of December 31, 2023, SE Solar and New Market have not been repaid. As such, the Company has recorded a reserve representing an allowance for credit losses for the estimated uncollectible portion of these notes in the amount of $2.0 million for the year ended December 31, 2023 and is recorded within Direct operating costs on the Consolidated Statements of Operations.

v3.24.1

Property, Plant and Equipment (Tables)
12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment Depreciation is computed on a straight-line basis over the estimated remaining useful lives of individual assets or classes of assets noted in the table below or, when the asset is on property subject to a lease or other site control contract, the remaining lease or other contractual periods and renewals that are deemed to be reasonably certain at the date the assets are purchased, if less than the estimated remaining useful life. Additions and improvements extending asset lives beyond their remaining estimated useful lives are capitalized, while repairs and maintenance, including planned major maintenance, are charged to expense as incurred.
Asset Class Useful Lives (Years)
Solar energy systems 35 years
Wind energy systems 30 years
Battery storage systems 10 years
Property, plant and equipment, net consists of the following:
(in thousands)
December 31, 2023 December 31, 2022
Land $ 23,473 $ 16,321
Plant and equipment 2,169,573 1,874,201
Asset retirement obligation 34,003 30,483
Finance right-of-use asset 65 —
Other 262 320
Total property, plant and equipment $ 2,227,376 $ 1,921,325
Accumulated depreciation (93,499) (31,619)
Property, plant and equipment, net $ 2,133,877 $ 1,889,706

v3.24.1

Goodwill, Other Intangible Assets and Out-of-market Contracts (Tables)
12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Other Intangible Assets
Other intangible assets as of December 31, 2023 consisted of the following:
(in thousands)
Gross carrying amount Accumulated amortization Net intangible assets as of December 31, 2023
PPA contracts $ 374,356 $ (47,741) $ 326,615
REC contracts 46,235 (3,441) 42,794
Trademarks 2,800 (389) 2,411
Channel partner relationships 94,700 (15,497) 79,203
Other intangible assets 2,191 — 2,191
Total intangible assets, net $ 520,282 $ (67,068) $ 453,214
Other intangible assets as of December 31, 2022 consisted of the following:
(in thousands)
Gross carrying amount Accumulated amortization Net intangible assets as of December 31, 2022
PPA contracts $ 422,176 $ (18,460) $ 403,716
REC contracts 46,235 (1,165) 45,070
Trademarks 2,800 (467) 2,333
Channel partner relationships 94,700 (6,198) 88,502
Other intangible assets 1,000 — 1,000
Total intangible assets, net $ 566,911 $ (26,290) $ 540,621

Schedule of Out-Of-Market Contracts
The Company also has PPA and REC contracts that are held in an unfavorable position (out-of-market contracts), which consists of the following as of December 31, 2023:
(in thousands)
Gross carrying amount Accumulated amortization Net out-of-market contracts as of December 31, 2023
PPA contracts $ (198,629) $ 13,203 $ (185,426)
REC contracts (19,763) 10,404 (9,359)
Total out-of-market contracts, net $ (218,392) $ 23,607 $ (194,785)
PPA and REC contracts that are held in an unfavorable position (out-of-market contracts) consists of the following as of December 31, 2022:
(in thousands)
Gross carrying amount Accumulated amortization Net out-of-market contracts as of December 31, 2022
PPA contracts $ (198,446) $ 4,882 $ (193,564)
PPA contracts - signed MIPA assets(1)
(5,402) — (5,402)
REC contracts (19,763) 4,214 (15,549)
REC contracts - signed MIPA assets(1)
(3,597) — (3,597)
Total out-of-market contracts, net $ (227,208) $ 9,096 $ (218,112)
(1)Signed MIPA assets are defined as assets that have an executed contractual MIPA or Purchase and Sale Agreement but have not yet closed.

Estimated Future Annual Amortization Expense
Estimated future amortization expense, net for the above amortizable intangible assets and out-of-market contracts for the remaining periods through December 31, 2023 as follows:
(in thousands)
Amortization Expense
2024 $ 23,202
2025 27,215
2026 26,666
2027 26,167
2028 25,791
Thereafter 129,388
Total $ 258,429

v3.24.1

Leases (Tables)
12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Components of Lease Expense and Supplemental Cash Flow Information
The components of lease expense and supplemental cash flow information related to leases for the periods indicated are as follows:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Lease cost
Finance lease cost
Amortization of right-of-use assets $ 39 $ —
Interest on lease liabilities 11 —
Total finance lease cost 50 —
Operating lease cost 9,916 6,110
Short-term lease cost 339 131
Variable lease cost 1,525 644
Total lease cost $ 11,830 $ 6,885
The following table presents supplemental cash flow and other information related to our leases:
(dollars in thousands)
December 31, 2023 December 31, 2022
Other information
Cash paid for amounts included in the measurement of lease liabilities(1)
$ 7,975 $ 3,676
Operating cash flows from finance leases(1)
$ (11) $ —
Operating cash flows from operating leases(1)
$ (7,908) $ (3,676)
Financing cash flows from finance leases(1)
$ (56) $ —
ROU assets obtained in exchange for new finance lease liabilities $ 88 $ —
ROU assets obtained in exchange for new operating lease liabilities $ 10,091 $ 110,412
Weighted average remaining lease term – finance leases 3.2 years N/A
Weighted average remaining lease term – operating leases 28.3 years 28.0 years
Weighted average discount rate – finance leases 5.69% — %
Weighted average discount rate – operating leases 6.61% 6.73 %
(1) Supplemental cash flow information presented for the year ended December 31, 2022 is attributable to the prorated period from May 19, 2022 (the date of the Acquisition) through December 31, 2022.

Supplemental Balance Sheet Information
The supplemental balance sheet information related to leases for the periods indicated are as follows:
(in thousands)
December 31, 2023 December 31, 2022
Operating leases
Operating lease assets $ 108,606 $ 102,595
Operating lease liabilities, current (2,262) (2,193)
Operating lease liabilities, noncurrent (108,406) (101,281)
Total operating lease liabilities $ (110,668) $ (103,474)
Finance leases
Property, plant and equipment, at cost $ 65 $ —
Accumulated depreciation (13) —
Property, plant and equipment, net 52 —
Other current liabilities (16) —
Other long-term liabilities (37) —
Total finance lease liabilities $ (53) $ —

Maturity of Operating Lease
Maturities of the Company’s lease liabilities are as follows:
(in thousands)
Year Ending Operating Leases Finance Leases
2024 $ 8,806 $ 18
2025 9,105 18
2026 9,098 18
2027 9,097 4
2028 9,092 —
Thereafter 212,740 —
Total lease payments 257,938 58
Less: Imputed interest (147,270) (5)
Present value of lease liabilities $ 110,668 $ 53

Maturity of Finance Lease
Maturities of the Company’s lease liabilities are as follows:
(in thousands)
Year Ending Operating Leases Finance Leases
2024 $ 8,806 $ 18
2025 9,105 18
2026 9,098 18
2027 9,097 4
2028 9,092 —
Thereafter 212,740 —
Total lease payments 257,938 58
Less: Imputed interest (147,270) (5)
Present value of lease liabilities $ 110,668 $ 53

v3.24.1

Debt (Tables)
12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Credit Facilities and Loan Agreements
The Company has entered into credit facilities and loan agreements through its subsidiaries, as described below.
(dollars in thousands)
Outstanding as of December 31, 2023 Outstanding as of December 31, 2022 Interest rate Maturity date
GREC Entity HoldCo(1)
$ 65,951 $ 74,197
Daily SOFR + 1.85%
June 20, 2025
Midway III Manager LLC 13,932 14,610
3 mo. SOFR + 1.73%
September 28, 2025
Trillium Manager LLC 68,785 72,737
Daily SOFR + 1.98%
June 9, 2027
GB Wind Holdco LLC(2)
50,408 122,684
3 mo. SOFR + 1.38%
Various(3)
Greenbacker Wind Holdings II LLC 70,628 72,477
3 mo. SOFR + 1.98%
December 31, 2026
Conic Manager LLC 23,363 24,356
3 mo. SOFR + 1.75%
August 8, 2026
Turquoise Manager LLC 30,994 31,687
3 mo. SOFR + 1.35%
December 23, 2027
Eagle Valley Clean Energy LLC
35,389 35,112
Various(4)
January 2, 2057
Eagle Valley Clean Energy LLC (Premium financing agreement) — 1,064
6.99%
November 30, 2023(5)
Greenbacker Equipment Acquisition Company LLC
— 6,500
Prime + 1.00%
December 31, 2023(6)
ECA Finco I, LLC 18,563 19,757
3 mo. SOFR + 2.60%
February 25, 2028
GB Solar TE 2020 Manager LLC 18,506 19,182
3 mo. SOFR + 1.88%
October 30, 2026
Sego Lily Solar Manager LLC 133,898 137,445
3 mo. SOFR + 1.53%
June 30, 2028
Celadon Manager LLC 72,853 61,925
Daily SOFR + 1.60%
February 18, 2029
GRP II Borealis Solar LLC
40,646 41,788
3 mo. SOFR + 2.00%
June 30, 2027
Ponderosa Manager LLC 88,594 147,080
3 mo. SOFR + 1.40%
October 4, 2029(7)
PRC Nemasket LLC 41,806 44,488
Daily SOFR + 1.25%
November 1, 2029
GREC Holdings 1 LLC 74,594 60,000
1 mo. SOFR + Applicable Margin(8)
November 29, 2027
Dogwood GB Manager LLC 57,463 —
1 mo. SOFR + 1.63%
March 29, 2030
GREC Warehouse Holdings I LLC 155,558 —
3 mo. SOFR + 2.03%
August 11, 2026
Total debt $ 1,061,931 $ 987,089
Less: Total unamortized discount and deferred financing fees (43,679) (40,459)
Less: Current portion of long-term debt(9)
(82,855) (95,870)
Total long-term debt, net $ 935,397 $ 850,760
(1)See the description of the credit agreement below for a discussion of GREC Entity HoldCo’s non-compliance with the debt service coverage ratio (as defined in the credit agreement) as of and for the fiscal quarter ended December 31, 2023.
(2)The GB Wind Holdco LLC tax equity bridge loans totaling $69.5 million were paid in full, and $63.1 million was paid on the term loan facility with proceeds from the Company’s failed sale-leaseback arrangements in November and December 2023. In addition, in the year ended December 31, 2023, there were additional borrowings of $69.5 million offset by $9.2 million of repayments in the ordinary course of business.
(3)The GB Wind Holdco LLC tax equity bridge loan and repower term loans mature on March 31, 2024 and December 31, 2027, respectively.
(4)Eagle Valley Clean Energy LLC’s loan includes a term loan that bears interest at a fixed rate of 1.69% and a loan governed by a debt settlement agreement that bears interest at a fixed rate of 1.91%.
(5)The loan was paid in full in October 2023.
(6)On October 23, 2023, the maturity date was amended to December 31, 2023 in the Fourth Amendment to the Loan and Security Agreement. The loan was paid in full in December 2023.
(7)The Ponderosa Manager LLC tax equity bridge loan of $34.5 million was paid in full in October 2023.
(8)GREC Holdings 1 LLC’s loan includes interest on the outstanding principal at the term SOFR index rate plus a spread adjustment plus applicable margin (spread adjustment of 0.10%; applicable margin ranging between 1.75% and 2.00%).
(9)Adjusted for $6.1 million of unamortized debt discount and deferred financing fees pertaining to current portion of long-term debt of $88.9 million.

Schedule of Components of Interest Expense
The following table shows the components of interest expense related to the Company’s borrowings for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Loan interest(1)
$ 54,615 $ 16,093
Commitment / letter of credit fees
2,986 2,013
Amortization of deferred financing fees and discount 6,690 1,533
Interest capitalized (23,378) (4,614)
Total $ 40,913 $ 15,025
(1) Includes interest rate swap settlements in the amount of $26.7 million as a reduction of loan interest.

Schedule of Principal Payments Due on Borrowings
The principal payments due on borrowings for each of the next five years ending December 31, 2023 and thereafter, are as follows:
(in thousands)
Period ending December 31,
Principal Payments
2024 $ 88,917
2025 39,546
2026 277,490
2027 255,582
2028 133,462
Thereafter 266,934
$ 1,061,931

Future Payments on Sale-Leaseback Financing Arrangements
The future payments on failed sale-leaseback financing arrangements for each of the next five years ending December 31, 2023 and thereafter, are as follows:
(in thousands)
Period ending December 31,
Future Payments
2024 $ 69,722
2025 9,685
2026 9,900
2027 10,046
2028 10,028
Thereafter 49,201
Total lease payments $ 158,582

v3.24.1

Derivative Instruments (Tables)
12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Estimated Fair Value Positions of Derivative Contracts
The following tables reflect the location and estimated fair value positions of derivative contracts at:
(in thousands)
December 31, 2023
Balance sheet location Outstanding notional amount Fair Value - Assets Fair Value - (Liabilities)
Derivatives Designated as Hedging Instruments
Interest rate swap contracts Derivative assets, current / Derivative assets / (Derivative liabilities) $ 861,322 $ 98,669 $ (489)
Derivatives Not Designated as Hedging Instruments
Interest rate swap contracts Derivative assets, current / Derivative assets / (Derivative liabilities) 463,063 43,499 (5,344)
Total $ 1,324,385 $ 142,168 $ (5,833)
The interest rate swaps have maturities between 2025 and 2050.
(in thousands)
December 31, 2022
Derivatives Designated as Hedging Instruments Balance sheet location Outstanding notional amount Fair Value - Assets Fair Value - (Liabilities)
Interest rate swap contracts Derivative assets / (Other liabilities) $ 1,527,814 $ 195,840 $ —

Fair Value of Derivative Contracts Recorded In Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations
The following table provides information on the fair value of derivative contracts as recorded in the Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations:
Year ended December 31, 2023
(in thousands)
Derivatives Designated as Hedging Instruments Derivatives Not Designated as Hedging Instruments
Consolidated Other Comprehensive (Loss) Income
Loss recognized in other comprehensive income $ (20,545) $ —
Amortization of off-market derivatives 6,974 (224)
Less: Taxes on total net loss recognized in other comprehensive income 3,633 —
Consolidated Statements of Operations
Change in unrealized gain of interest rate swaps, net 6,546 11,217
Realized gain on interest rate swaps, net 2,428 —
For the period from May 19, 2022 through December 31, 2022
(in thousands)
Derivatives Designated as Hedging Instruments Derivatives Not Designated as Hedging Instruments
Consolidated Other Comprehensive (Loss) Income
Gain recognized in other comprehensive income $ 74,086 $ —
Amortization of off-market derivatives 2,056 —
Less: Taxes on total net gain recognized in other comprehensive income (20,048) —
Consolidated Statements of Operations
Change in unrealized loss of interest rate swaps, net (249) —
Realized loss on interest rate swaps, net (1,322) —

v3.24.1

Asset Retirement Obligations (Tables)
12 Months Ended

Dec. 31, 2023

Asset Retirement Obligation Disclosure [Abstract]

Balance and Activity of AROs
The following table represents the balance of AROs as of December 31, 2023, as well as the additions, settlements and accretion related to the Company's AROs for the year ended December 31, 2023:
(in thousands)
Balance as of December 31, 2022 $ 31,413
Adjustments in estimates for current obligations (217)
Asset retirement obligation settled during current period (337)
Asset retirement obligation incurred during current period 1,425
Accretion expense 2,622
Balance as of December 31, 2023 $ 34,906

v3.24.1

Income Taxes (Tables)
12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Consolidated Income Tax (Benefit) Provision
The Company conducts most of its operations through GREC, its taxable wholly owned subsidiary. The Company’s consolidated income tax (benefit) provision consists of the following:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Federal $ (19,269) $ 985
State (2,290) 2,019
Foreign 11 1
Deferred (benefit) provision for income taxes $ (21,548) $ 3,005

Schedule of Effective Tax Rate Reconciliation
The principal differences between the Company’s effective tax rate of 10.9% and (5.2)% on operations and the U.S. federal statutory income tax rate as of December 31, 2023 and 2022, respectively, are as follows:
(in thousands) For the year ended December 31, 2023 Percentage For the period from May 19, 2022 through December 31, 2022 Percentage
Tax (benefit) at statutory U.S. federal income tax rate $ (41,398) 21.0 % $ (12,002) 21.0 %
State income taxes, net of federal benefit (7,050) 3.6 % 937 (1.6) %
Noncontrolling interest 20,184 (10.2) % 12,482 (21.8) %
Share-based compensation 1,816 (0.9) % 1,441 (2.5) %
Federal tax credits (1,293) 0.6 % (2,100) 3.7 %
Change in valuation allowance 4,330 (2.2) % 658 (1.2) %
Permanent differences (GREC LLC and other - net) 1,863 (1.0) % 1,589 (2.8) %
Actual provision for income taxes $ (21,548) 10.9 % $ 3,005 (5.2) %

Schedule of Deferred Tax Assets (Liabilities)
Deferred tax assets (liabilities) reported on the accompanying Consolidated Balance Sheets as of December 31, 2023 and 2022 are as follows:
(in thousands) December 31, 2023 December 31, 2022
Net operating losses $ 99,469 $ 98,911
Long-term debt and failed sale-leaseback financing 58,519 —
Federal tax credits 17,671 16,252
Operating lease liabilities 13,825 14,282
Asset retirement obligations 5,035 5,287
Disallowed interest — 5,028
Other 3,678 3,571
Total deferred tax assets 198,197 143,331
Less: Valuation allowance (6,500) (2,170)
Deferred tax assets, net of valuation allowance $ 191,697 $ 141,161
Property, plant, and equipment $ (77,752) $ (48,090)
Investments in flow-through entities taxed as partnerships (68,245) (41,667)
Intangibles (54,823) (64,834)
Derivative assets (35,900) (51,569)
Operating lease assets (13,555) (14,070)
Long-term debt — (4,658)
Total deferred tax liabilities (250,275) (224,888)
Deferred tax liabilities, net $ 58,578 $ 83,727

v3.24.1

Commitments and Contingencies (Tables)
12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Future Commitments Under Renewable Energy Contracts As of December 31, 2023, the Company's commitments with third parties under REC sales contracts are as follows:
(in thousands)
Number of RECs
2024 176
2025 59
2026 55
2027 28
2028 28
Thereafter 174
Total 520

v3.24.1

Related Parties (Tables)
12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Schedule of Related Party Transactions
Base management fees under GCM’s advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate NAV of the net assets attributable to Class F shares of GREC II plus an annual percentage of the aggregate NAV of the net assets attributable to Class I, Class D, Class T, and Class S shares in accordance with the following schedule:
Aggregate NAV
(Class I, Class D, Class T, and Class S shares) Management Fee
On NAV up to and including $1,500,000,000
1.75% (0.15% monthly)
On NAV in excess of $1,500,000,000
1.50% (0.13% monthly)
Prior to the Acquisition, the fees and reimbursement obligations related to the operation of the LLC were as follows:
Type of Compensation and Recipient Determination of Amount
Base Management Fees — GCM
Prior to July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of our gross assets (including amounts borrowed up to $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and 0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in arrears, or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined by GCM in its sole discretion.
On July 1, 2021, the LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of the net assets until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion.
Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM.
Performance Participation Fees
Prior to the Acquisition, under the Fourth Operating Agreement, the “Performance Participation Fee” which the Special Unitholder was entitled to was calculated and payable in arrears, for an amount equal to 12.5% of the total return generated by the LLC during the most recently completed fiscal quarter, subject to a hurdle amount of 1.50% (or 6% annualized) (the “Hurdle Amount”), a loss carryforward amount and a fee carryforward amount. The “Total Return Amount” is defined for each quarterly calculation period, as an amount equal to the sum of:

•The aggregate amount of all cash distributions accrued or paid (without duplication) during such quarter on the shares outstanding at the end of such quarter, plus

•The amount of the change in aggregate NAV of such shares since the beginning of such quarter, before giving effect to (x) changes in the aggregate NAV of such shares during such quarter resulting solely from the net proceeds of issuances and/or repurchase of shares by the LLC, and (y) the amount of any accrual of the Performance Participation Fee during such quarter.
Type of Compensation and Recipient Determination of Amount
The calculation of the Total Return Amount for each period included any appreciation or depreciation in the NAV of the shares issued during such period but exclude the proceeds from the initial issuance of such shares. The total NAV of the shares outstanding as of the last business day of a calendar quarter was the amount against which changes in the total NAV of the shares outstanding during the subsequent calendar quarter was measured. Furthermore, the “Loss Carryforward Amount” was initially equal to zero and cumulatively increased in any calendar quarter by the absolute value of any negative total return for such quarter and cumulatively decreased in any calendar quarter by the amount of any positive total return. The “Fee Carryforward Amount” was also initially equal to zero, and cumulatively increased in any calendar quarter by (i) the amount, if any, by which the Hurdle Amount (noted above) for such quarter exceeded any positive Total Return Amount for such quarter; and (ii) the amount, if any, by which the catch-up amount for such quarter exceeded excess profits for such quarter. The fee carryforward amount was cumulatively decreased in any calendar quarter by the amount, if any, of the Fee Carryforward Amount paid to the Special Unitholder for such quarter. Neither the Loss Carryforward Amount nor the Fee Carryforward Amount were permitted to less than zero at any given time.
The Special Unitholder shall receive the Performance Participation Fee as follows:

●    if the Total Return Amount for the applicable period exceeded the sum of (x) the Hurdle Amount for such period and (y) the Loss Carryforward Amount for such Period (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount paid to the Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for such period and (y) any amount paid to the Special Unitholder pursuant to this clause (the “Catch-Up Amount”);

●    to the extent there were remaining Excess Profits after payment of the Catch-Up Amount, 100% of such remaining Excess Profits until such amount paid to the Special Unitholder equaled the amount of the Fee Carryforward Amount for such period; and

●    to the extent there are remaining Excess Profits after payment of the Catch-Up Amount and the Fee Carryforward Amount (as defined above), 12.5% of such remaining Excess Profits.
The Liquidation Performance Participation Fee payable to the Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the LLC in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean the LLC NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involves a listing of the LLC's shares, or a transaction in which the LLC's members receive shares of a company that is listed, on a national securities exchange, the Liquidation Performance Participation Fee will equal 20.0% of the amount, if any, by which the LLC's listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.

v3.24.1

Equity (Tables)
12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Quarterly Share Repurchase Limits
The quarterly share repurchases limits for the SRP are set forth below.
Quarter Ending Share Repurchase Limit(s)
September 30, 2021, and each quarter thereafter
During any 12-month period, 20.00% of the weighted average number of outstanding shares
During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters

Summary of Shares Issued and Repurchased
The following table is a summary of the shares issued, participating and repurchased during the period and outstanding as of December 31, 2023:
(in thousands)
Class A Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T
Class EO(1)
Total
Shares outstanding as of May 19, 2022 16,627 2,767 6,445 794 103,334 199 47,048 241 — 177,455
Shares issued to complete the acquisition — — — — 24,393 — — — — 24,393
Shares issued through reinvestment of distributions 278 61 158 22 810 1 456 4 — 1,790
Shares repurchased (741) (155) (199) (1) (3,505) (6) (1,008) — — (5,615)
Shares transferred — — — — 236 — (234) — — 2
Other capital activity (24) — — — 46 (3) — — — 19
Shares outstanding as of December 31, 2022 16,140 2,673 6,404 815 125,314 191 46,262 245 — 198,044
Shares issued through reinvestment of distributions 411 93 238 35 1,180 1 671 7 — 2,636
Shares repurchased (742) (60) (109) — (2,741) — (2,156) (3) — (5,811)
Shares transferred — — — — 264 — (263) — — 1
Other capital activity — — — — 22 — — — 3,730 3,752
Shares outstanding as of December 31, 2023 15,809 2,706 6,533 850 124,039 192 44,514 249 3,730 198,622
(1)Class EO Other capital activity relates to shares that achieved participating Earnout Share status as discussed in Earnout Shares above.

Schedule of Distributions These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share.
Class of Share
Distribution Period A C I P-A P-I P-D P-T P-S EO
1-Nov-15 31-Jan-16 $ 0.00165 $ 0.00165 $ 0.00165 $ — $ — $ — $ — $ — $ —
1-Feb-16 30-Apr-16 $ 0.00166 $ 0.00166 $ 0.00166 $ — $ — $ — $ — $ — $ —
1-May-16 31-Jul-16 $ 0.00166 $ 0.00166 $ 0.00166 $ 0.00158 $ 0.00158 $ — $ — $ — $ —
1-Aug-16 31-Oct-16 $ 0.00168 $ 0.00168 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ —
1-Nov-16 31-Jan-17 $ 0.00169 $ 0.00164 $ 0.00169 $ 0.00160 $ 0.00160 $ — $ — $ — $ —
1-Feb-17 30-Apr-17 $ 0.00168 $ 0.00164 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ — $ —
1-May-17 31-Jul-17 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00160 $ 0.00158 $ — $ — $ — $ —
1-Aug-17 31-Oct-17 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00159 $ — $ — $ — $ —
1-Nov-17 31-Oct-18 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00158 $ — $ — $ — $ —
1-Nov-18 30-Apr-20 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00165 $ 0.00158 $ — $ — $ — $ —
1-May-20 30-Nov-20 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00153 $ 0.00158 $ — $ — $ — $ —
1-Dec-20 30-Jun-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ —
1-Jul-23 31-Dec-23 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158

Distributions Declared
The following table reflects the distributions declared during the year ended December 31, 2023:
(in thousands)
Pay Date Paid in Cash Value of Shares Issued under DRP Total
February 1, 2023 $ 7,386 $ 1,975 $ 9,361
March 1, 2023 6,679 1,777 8,456
March 31, 2023 7,420 1,942 9,362
May 1, 2023 7,114 1,888 9,002
June 1, 2023 7,373 1,934 9,307
July 3, 2023 7,145 1,871 9,016
August 1, 2023 7,232 1,926 9,158
September 1, 2023 7,226 1,935 9,161
October 2, 2023 7,003 1,872 8,875
November 2, 2023 7,352 1,841 9,193
December 1, 2023 7,964 1,746 9,710
January 2, 2024 7,606 1,786 9,392
Total $ 87,500 $ 22,493 $ 109,993
The following table reflects the distributions declared during the period from May 19, 2022 through December 31, 2022:
(in thousands)
Pay Date Paid in cash Value of Shares Issued under DRP Total
June 1, 2022 $ 6,954 $ 2,020 $ 8,974
July 1, 2022 7,345 1,890 9,235
August 1, 2022 7,570 1,955 9,525
September 1, 2022 7,565 1,973 9,538
October 3, 2022 7,313 1,923 9,236
November 1, 2022 7,507 1,987 9,494
December 1, 2022 7,271 1,930 9,201
January 3, 2023 7,703 1,968 9,671
Total $ 59,228 $ 15,646 $ 74,874
The following table reflects the distributions declared during the period from January 1, 2022 through May 18, 2022:
(in thousands)
Pay Date Paid in
Cash Value of
Shares
Issued under DRP Total
February 1, 2022 $ 6,216 $ 1,856 $ 8,072
March 1, 2022 5,712 1,720 7,432
April 1, 2022 6,497 1,975 8,472
May 2, 2022 6,291 1,935 8,226
Total $ 24,716 $ 7,486 $ 32,202

v3.24.1

Share-based Compensation (Tables)
12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation Expense The following table summarizes share-based compensation expense recognized during the year ended December 31, 2023:
(in thousands)
For the year ended December 31, 2023
Restricted share units
$ 370
Cash-settled restricted share units
678
Performance restricted share units
441
Director’s fees
195
GDEV I incentive fees(1)
919
GDEV II special profits interest
164
EO Awards(2)
8,481
Total
$ 11,248
(1) The GDEV I incentive fees are carried interest that were issued by GDEV GP to certain employees of GCM that provided services to GDEV GP. Refer to Note 3. Acquisitions for additional information.
(2) The Earnout Shares were granted in connection with the Acquisition. Refer to Note 3. Acquisitions for additional information.

Summary of Restricted Stock Unit Activity
The following table provides a summary of the restricted share unit activity during the year ended December 31, 2023:
(in thousands, except for per share data)
Restricted Share Units
Weighted Average Fair Value
Unvested balance as of December 31, 2022
— $ —
Granted
352 $ 8.03
Forfeited
(85) $ 8.83
Unvested balance as of December 31, 2023
267 $ 7.78

Assumptions and Related Information To Determine Grant Date Fair Value of Performance Restricted Stock Units
The following table summarizes the assumptions and related information used to determine the grant-date fair value of performance restricted share units awarded for the August 2023 performance restricted share unit grant:
Inputs
Performance Restricted Share Units
Weighted average grant-date fair value per Class P-I share $ 8.76
Performance period (in years) 3.0
Expected share volatility 32.2 %
Dividend yield — %
Daily distribution rate $ 0.00158
Risk-free interest rate 4.5 %

Summary of Performance Restricted Stock Unit Activity
The following table provides a summary of performance restricted share unit activity during the year ended December 31, 2023:
(in thousands, except per share data)
Performance Restricted Share Units
Weighted Average Fair Value
Unvested balance as of December 31, 2022
— $ —
Granted
1,067 $ 4.40
Unvested balance as of December 31, 2023
1,067 $ 4.40

v3.24.1

Earnings Per Share (Tables)
12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Reconciliation of Numerator and Denominator of Basic Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated:
(in thousands, except per share data)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Basic and diluted:
Net loss attributable to Greenbacker Renewable Energy Company LLC $ (79,471) $ (724)
Weighted average common shares outstanding used in computing net loss per share—basic 199,293 201,668
Weighted average common shares outstanding used in computing net loss per share—diluted 199,293 201,668
Net loss attributable to Greenbacker Renewable Energy Company LLC
Net loss per share—basic $ (0.40) $ 0.00
Net loss per share—diluted $ (0.40) $ 0.00

v3.24.1

Segment Reporting (Tables)
12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Reporting - Schedule of Reportable Segment Financial Results, Revenue and Adjusted EBITDA
The following table presents the Company’s reportable segment financial results:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Energy revenue $ 159,301 $ 101,596
Other revenue 8,434 7,506
Contract amortization, net (8,060) (10,529)
Total IPP revenue $ 159,675 $ 98,573
Investment Management revenue $ 13,490 $ 1,919
The following table reconciles total Segment Adjusted EBITDA to Net loss attributable to Greenbacker Renewable Energy Company LLC:
(in thousands)
For the year ended December 31, 2023 For the period from May 19, 2022 through December 31, 2022
Segment Adjusted EBITDA:
IPP Adjusted EBITDA $ 62,180 $ 53,627
IM Adjusted EBITDA (2,674) (8,480)
Total Segment Adjusted EBITDA $ 59,506 $ 45,147
Reconciliation:
Total Segment Adjusted EBITDA $ 59,506 $ 45,147
Unallocated corporate expenses (27,754) (18,767)
Total Adjusted EBITDA 31,752 26,380
Less:
Share-based compensation expense 11,248 6,903
Change in fair value of contingent consideration (603) 2,100
Non-recurring professional services and legal fees 3,388 7,593
Non-recurring salaries and personnel related expenses 1,250 —
Depreciation, amortization and accretion(1)
134,647 49,772
Impairment of long-lived assets 59,294 —
Operating loss $ (177,472) $ (39,988)
Interest expense, net (40,519) (15,889)
Realized gain (loss) on interest rate swaps, net 2,428 (1,322)
Unrealized gain (loss) on interest rate swaps, net 17,763 (249)
Unrealized gain on investments, net 932 398
Other expense, net (267) (108)
Net loss before income taxes $ (197,135) $ (57,158)
Benefit from (provision for) income taxes 21,548 (3,005)
Net loss $ (175,587) $ (60,163)
Less: Net loss attributable to noncontrolling interests (96,935) (59,439)
Less: Net income attributable to redeemable noncontrolling interests 819 —
Net loss attributable to Greenbacker Renewable Energy Company LLC $ (79,471) $ (724)
(1)Includes contract amortization, net in the amount of $8.1 million, and $10.5 million for the year ended December 31, 2023, and the period from May 19, 2022 through December 31, 2022, respectively, which are included in Contract amortization, net on the Consolidated Statements of Operations.

v3.24.1

Significant Accounting Policies (Tables)
12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Earnings Per Share, Basic and Diluted
The following information sets forth the computation of the weighted average basic and diluted net increase in net assets attributed to common members per share and net investment loss per share for the period from January 1, 2022 through May 18, 2022.
(in thousands, except per share data) For the period from January 1, 2022 through May 18, 2022
Basic and diluted
Net investment loss $ (4,886)
Net increase in net assets attributed to common members $ 30,777
Net investment loss per share $ (0.03)
Net increase in net assets attributed to common members per share $ 0.18
Weighted average common shares outstanding 174,130

Schedule of Effect of Derivative Instruments on the Consolidated Statements of Operations
The effect of derivative instruments on the Consolidated Statement of Operations
(in thousands)
Risk Exposure Change in net unrealized appreciation on derivative transactions for the period from January 1, 2022 through May 18, 2022
Swaps
Interest Rate Risk $ 35,266
$ 35,266

(in thousands)
Risk Exposure Other expenses for the period from January 1, 2022 through May 18, 2022
Swaps
Interest Rate Risk $ 651
$ 651

v3.24.1

Valuation of Investments at Fair Value (Tables)
12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Reconciliation of Investments Balances
The following table quantifies the significant unobservable inputs used in determining the fair value of equity method investments as of December 31, 2023. The weighted averages are calculated based on the relative fair value of each investment as of December 31, 2023:
Unobservable Input Input/Range
Discount rate
7.8%-11.0% (weighted average 8.3%)
kWh production
0.5%-0.6% annual degradation in production (weighted average 0.5%)
Potential leverage and estimated remaining useful life
29.0-34.2 years (weighted average 30.0 years)
The following quantifies the significant unobservable inputs used to determine the fair value of contingent consideration as of December 31, 2023:
Unobservable Input Input/Range
Risk-Free Rate Over Earnout Term 4.0%
Revenue Discount Rate 9.5%
Annualized Revenue Volatility 40.0%
Annualized Share Price Volatility 30.0%
Quarterly Revenue / Share Price Correlation 40.0%
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the period ended May 18, 2022:
(in thousands)
Balance as of December 31,
2021 Net
change in
unrealized
appreciation
on investments Translation
of assets
and
liabilities
denominated
in foreign
currencies Purchases
Cost
adjustments(1)
Sales and
repayments of
investments(2)
Net
realized
loss on
investments Balance as of May 18,
2022
Limited Liability Company Member Interests $ 1,332,933 $ 13,652 $ — $ 322,060 $ (210,520) $ — $ (2) $ 1,458,123
Capital Stock 1,750 (4) (26) — — — — 1,720
Energy Efficiency - Secured Loans 381 — — — — (55) — 326
Secured Loans - Other 33,286 — — 17,365 — (12,270) — 38,381
Total $ 1,368,350 $ 13,648 $ (26) $ 339,425 $ (210,520) $ (12,325) $ (2) $ 1,498,550
(1)Includes paid-in-kind interest, return of capital and additional investments in existing investments, if any.
(2)Includes principal repayments on loans.

v3.24.1

Related Party Agreements and Transaction Agreements (Tables)
12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

Schedule of Related Party Transactions
Base management fees under GCM’s advisory fee agreement with GREC II are to be calculated at a monthly rate of 1.25% annually of the aggregate NAV of the net assets attributable to Class F shares of GREC II plus an annual percentage of the aggregate NAV of the net assets attributable to Class I, Class D, Class T, and Class S shares in accordance with the following schedule:
Aggregate NAV
(Class I, Class D, Class T, and Class S shares) Management Fee
On NAV up to and including $1,500,000,000
1.75% (0.15% monthly)
On NAV in excess of $1,500,000,000
1.50% (0.13% monthly)
Prior to the Acquisition, the fees and reimbursement obligations related to the operation of the LLC were as follows:
Type of Compensation and Recipient Determination of Amount
Base Management Fees — GCM
Prior to July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of our gross assets (including amounts borrowed up to $50.0 million) until gross assets exceed $800.0 million. The base management fee monthly rate decreased to 0.15% (1.75% annually) for gross assets between $800.0 million to $1.5 billion and 0.13% (1.50% annually) for gross assets greater than $1.5 billion. For services rendered under the advisory agreement, the base management fee was payable monthly in arrears, or more frequently as authorized under the advisory agreement. The base management fee was calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period were appropriately prorated. The base management fee had the ability to be deferred or waived, in whole or in part, at the election of GCM. All or any part of the deferred base management fee not taken as to any period was deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as determined by GCM in its sole discretion.
On July 1, 2021, the LLC entered into the Advisory Agreement with GCM. Effective July 1, 2021, the base management fee payable to GCM was calculated at a monthly rate of 0.17% (2.00% annually) of the net assets until the net assets exceed $800.0 million. The base management fee monthly rate will decrease to 0.15% (1.75% annually) for net assets between $800.0 million to $1.5 billion and to 0.13% (1.50% annually) for net assets greater than $1.5 billion.
Following the completion of the Acquisition and the termination of the Advisory Agreement, the LLC no longer pays a management fee to GCM.
Performance Participation Fees
Prior to the Acquisition, under the Fourth Operating Agreement, the “Performance Participation Fee” which the Special Unitholder was entitled to was calculated and payable in arrears, for an amount equal to 12.5% of the total return generated by the LLC during the most recently completed fiscal quarter, subject to a hurdle amount of 1.50% (or 6% annualized) (the “Hurdle Amount”), a loss carryforward amount and a fee carryforward amount. The “Total Return Amount” is defined for each quarterly calculation period, as an amount equal to the sum of:

•The aggregate amount of all cash distributions accrued or paid (without duplication) during such quarter on the shares outstanding at the end of such quarter, plus

•The amount of the change in aggregate NAV of such shares since the beginning of such quarter, before giving effect to (x) changes in the aggregate NAV of such shares during such quarter resulting solely from the net proceeds of issuances and/or repurchase of shares by the LLC, and (y) the amount of any accrual of the Performance Participation Fee during such quarter.
Type of Compensation and Recipient Determination of Amount
The calculation of the Total Return Amount for each period included any appreciation or depreciation in the NAV of the shares issued during such period but exclude the proceeds from the initial issuance of such shares. The total NAV of the shares outstanding as of the last business day of a calendar quarter was the amount against which changes in the total NAV of the shares outstanding during the subsequent calendar quarter was measured. Furthermore, the “Loss Carryforward Amount” was initially equal to zero and cumulatively increased in any calendar quarter by the absolute value of any negative total return for such quarter and cumulatively decreased in any calendar quarter by the amount of any positive total return. The “Fee Carryforward Amount” was also initially equal to zero, and cumulatively increased in any calendar quarter by (i) the amount, if any, by which the Hurdle Amount (noted above) for such quarter exceeded any positive Total Return Amount for such quarter; and (ii) the amount, if any, by which the catch-up amount for such quarter exceeded excess profits for such quarter. The fee carryforward amount was cumulatively decreased in any calendar quarter by the amount, if any, of the Fee Carryforward Amount paid to the Special Unitholder for such quarter. Neither the Loss Carryforward Amount nor the Fee Carryforward Amount were permitted to less than zero at any given time.
The Special Unitholder shall receive the Performance Participation Fee as follows:

●    if the Total Return Amount for the applicable period exceeded the sum of (x) the Hurdle Amount for such period and (y) the Loss Carryforward Amount for such Period (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount paid to the Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for such period and (y) any amount paid to the Special Unitholder pursuant to this clause (the “Catch-Up Amount”);

●    to the extent there were remaining Excess Profits after payment of the Catch-Up Amount, 100% of such remaining Excess Profits until such amount paid to the Special Unitholder equaled the amount of the Fee Carryforward Amount for such period; and

●    to the extent there are remaining Excess Profits after payment of the Catch-Up Amount and the Fee Carryforward Amount (as defined above), 12.5% of such remaining Excess Profits.
The Liquidation Performance Participation Fee payable to the Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the LLC in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean the LLC NAV immediately prior to the time of a liquidation or a listing. In the event of any liquidity event that involves a listing of the LLC's shares, or a transaction in which the LLC's members receive shares of a company that is listed, on a national securities exchange, the Liquidation Performance Participation Fee will equal 20.0% of the amount, if any, by which the LLC's listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the “Listing Premium”). Any such Listing Premium and related Liquidation Performance Participation Fee will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.

v3.24.1

Borrowings (Tables)
12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Line of Credit Facilities
The following table shows the components of interest expense related to the LLC's borrowings for the period from January 1, 2022 through May 18, 2022:
(dollars in thousands)
For the period from January 1, 2022 through May 18, 2022
Credit Facility commitment fee $ 136
Credit Facility loan interest 658
Amortization of deferred financing costs 520
Total $ 1,314
Weighted average interest rate on Credit Facility 2.0 %
Weighted average outstanding balance of Credit Facility $ 81,708

v3.24.1

Members' Equity (Tables)
12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Shares Issued and Outstanding
The following table is a summary of the shares issued and repurchased during the period and outstanding as of May 18, 2022:
(in thousands)
Shares Outstanding as of December 31,
2021 Shares
Sold
During the Period Shares
Issued
through
Reinvestment of
Distributions
During
the Period Shares
Repurchased
During
the Period Shares Outstanding as of May 18,
2022
Class A shares 16,580 — 138 (91) 16,627
Class C shares 2,742 — 31 (6) 2,767
Class I shares 6,449 — 78 (82) 6,445
Class P-A shares 783 — 11 — 794
Class P-I shares 92,068 11,212 371 (317) 103,334
Class P-D shares 198 — 1 — 199
Class P-S shares 46,325 713 233 (223) 47,048
Class P-T shares 239 — 2 — 241
Total 165,384 11,925 865 (719) 177,455

Schedule of Shares Sold and Value of Shares Issued
The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the period from January 1, 2022 through May 18, 2022 were as follows:
(in thousands)
Class A
shares Class C
shares Class I
shares Class P-A
shares Class P-I
shares Class P-D
shares Class P-S
shares Class P-T
shares Total
For the period from January 1, 2022 through May 18, 2022:
Proceeds from Shares Sold $ — $ — $ — $ — $ 98,651 $ — $ 6,301 $ — $ 104,952
Proceeds from Shares Issued through Reinvestment of Distributions $ 1,148 $ 252 $ 646 $ 91 $ 3,263 $ 4 $ 2,066 $ 16 $ 7,486

Schedule of Repurchase Agreements The quarterly share repurchase limits for the LLC's new SRP are set forth below.
Quarter Ending Share Repurchase Limit(s)
December 31, 2020
During such fiscal quarter, 1.88% of the weighted average number of shares outstanding in the prior four fiscal quarters
March 31, 2021
During such fiscal quarter, 2.50% of the weighted average number of shares outstanding in the prior four fiscal quarters
June 30, 2021
During such fiscal quarter, 3.75% of the weighted average number of shares outstanding in the prior four fiscal quarters
September 30, 2021, and each quarter thereafter
During any 12-month period, 20.00% of the weighted average number of outstanding shares

During any fiscal quarter, 5.00% of the weighted average number of shares outstanding in the prior four fiscal quarters

v3.24.1

Distributions (Tables)
12 Months Ended

Dec. 31, 2023

Distributions Made to Members or Limited Partners [Abstract]

Schedule of Distributions
On the last business day of each month, with the authorization of the LLC’s Board of Directors, the LLC declares distributions on each outstanding Class A, C, I, P-A, P-I, P-D, P-T and P-S shares. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share.
Class of Share
Distribution Period A C I P-A P-I P-D P-T P-S
1-Nov-15 31-Jan-16 $ 0.00165 $ 0.00165 $ 0.00165 $ — $ — $ — $ — $ —
1-Feb-16 30-Apr-16 $ 0.00166 $ 0.00166 $ 0.00166 $ — $ — $ — $ — $ —
1-May-16 31-Jul-16 $ 0.00166 $ 0.00166 $ 0.00166 $ 0.00158 $ 0.00158 $ — $ — $ —
1-Aug-16 31-Oct-16 $ 0.00168 $ 0.00168 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ —
1-Nov-16 31-Jan-17 $ 0.00169 $ 0.00164 $ 0.00169 $ 0.00160 $ 0.00160 $ — $ — $ —
1-Feb-17 30-Apr-17 $ 0.00168 $ 0.00164 $ 0.00168 $ 0.00160 $ 0.00160 $ — $ — $ —
1-May-17 31-Jul-17 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00160 $ 0.00158 $ — $ — $ —
1-Aug-17 31-Oct-17 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00159 $ — $ — $ —
1-Nov-17 31-Oct-18 $ 0.00167 $ 0.00163 $ 0.00167 $ — $ 0.00158 $ — $ — $ —
1-Nov-18 30-Apr-20 $ 0.00167 $ 0.00163 $ 0.00167 $ 0.00165 $ 0.00158 $ — $ — $ —
1-May-20 30-Nov-20 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00153 $ 0.00158 $ — $ — $ —
1-Dec-20 30-Sept-22 $ 0.00152 $ 0.00149 $ 0.00152 $ 0.00152 $ 0.00158 $ 0.00158 $ 0.00158 $ 0.00158

Distributions Declared
The following table reflects the distributions declared during the year ended December 31, 2023:
(in thousands)
Pay Date Paid in Cash Value of Shares Issued under DRP Total
February 1, 2023 $ 7,386 $ 1,975 $ 9,361
March 1, 2023 6,679 1,777 8,456
March 31, 2023 7,420 1,942 9,362
May 1, 2023 7,114 1,888 9,002
June 1, 2023 7,373 1,934 9,307
July 3, 2023 7,145 1,871 9,016
August 1, 2023 7,232 1,926 9,158
September 1, 2023 7,226 1,935 9,161
October 2, 2023 7,003 1,872 8,875
November 2, 2023 7,352 1,841 9,193
December 1, 2023 7,964 1,746 9,710
January 2, 2024 7,606 1,786 9,392
Total $ 87,500 $ 22,493 $ 109,993
The following table reflects the distributions declared during the period from May 19, 2022 through December 31, 2022:
(in thousands)
Pay Date Paid in cash Value of Shares Issued under DRP Total
June 1, 2022 $ 6,954 $ 2,020 $ 8,974
July 1, 2022 7,345 1,890 9,235
August 1, 2022 7,570 1,955 9,525
September 1, 2022 7,565 1,973 9,538
October 3, 2022 7,313 1,923 9,236
November 1, 2022 7,507 1,987 9,494
December 1, 2022 7,271 1,930 9,201
January 3, 2023 7,703 1,968 9,671
Total $ 59,228 $ 15,646 $ 74,874
The following table reflects the distributions declared during the period from January 1, 2022 through May 18, 2022:
(in thousands)
Pay Date Paid in
Cash Value of
Shares
Issued under DRP Total
February 1, 2022 $ 6,216 $ 1,856 $ 8,072
March 1, 2022 5,712 1,720 7,432
April 1, 2022 6,497 1,975 8,472
May 2, 2022 6,291 1,935 8,226
Total $ 24,716 $ 7,486 $ 32,202

Schedule of Cash Distributions Paid
Cash distributions paid during the periods presented were funded from the following sources noted below:
(in thousands)
For the period from January 1, 2022 through May 18, 2022
Cash from operations $ —
Offering proceeds 30,891
Total cash distributions $ 30,891

v3.24.1

Financial Highlights (Tables)
12 Months Ended

Dec. 31, 2023

Financial Highlights [Abstract]

Schedule of Financial Highlights
The following is a schedule of the financial highlights of the LLC attributed to Class A, C, I, P-A, P-I, P-D, P-S and P-T shares for the period from January 1, 2022 through May 18, 2022.
For the period from January 1, 2022 through May 18, 2022
(in thousands, except per share data and percentages)
Class A
shares Class C
shares Class I
shares Class P-A
shares Class P-I
shares Class P-D
shares Class P-S
shares Class P-T
shares
Per share data attributed to common shares (1)
Net Asset Value at beginning of period $ 8.32 $ 8.13 $ 8.32 $ 8.58 $ 8.80 $ 8.80 $ 8.74 $ 8.52
Net investment loss (0.03) (0.03) (0.03) (0.03) (0.03) (0.03) (0.03) (0.03)
Net realized and unrealized gain on investments and swap contracts 0.28 0.28 0.28 0.28 0.28 0.28 0.28 0.28
Change in translation of assets and liabilities denominated in foreign currencies (2)
— — — — — — — —
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts (0.07) (0.07) (0.07) (0.07) (0.07) (0.07) (0.07) (0.07)
Net increase in net assets attributed to common members 0.18 0.18 0.18 0.18 0.18 0.18 0.18 0.18
Shareholder distributions:
Distributions from net investment income — — — — — — — —
Distributions from offering proceeds (0.18) (0.18) (0.18) (0.18) (0.19) (0.19) (0.19) (0.19)
Other (3)
(0.02) — (0.02) (0.01) — — (0.01) 0.01
Net decrease in members’ equity attributed to common shares (0.20) (0.18) (0.20) (0.19) (0.19) (0.19) (0.20) (0.18)
Net asset value for common shares at end of period $ 8.30 $ 8.13 $ 8.30 $ 8.57 $ 8.79 $ 8.79 $ 8.72 $ 8.52
Common members’ equity at end of period $ 138,069 $ 22,503 $ 53,501 $ 6,803 $ 908,568 $ 1,748 $ 410,490 $ 2,057
Common shares outstanding at end of period 16,627 2,767 6,445 794 103,334 199 47,048 241
Ratio/Supplemental data for common shares (annualized):
Total return attributed to common shares based on net asset value 1.93 % 2.24 % 1.97 % 2.07 % 2.10 % 2.06 % 2.00 % 2.31 %
Ratio of net investment income to average net assets (2.58 %) (2.64 %) (2.59 %) (2.50 %) (2.43 %) (2.44) % (2.46) % (2.52) %
Ratio of operating expenses to average net assets 12.18 % 12.44 % 12.19 % 11.79 % 11.46 % 11.52 % 11.60 % 11.87 %
Portfolio turnover rate 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 % 0.84 %
(1)The per share data for Class A, C, I, P-A, P-I, P-D, P-S and P-T shares were derived by using the weighted average shares outstanding during the period from January 1, 2022 through May 18, 2022, which were 16.6 million, 2.8 million, 6.5 million, 0.8 million, 100.0 million, 0.2 million, 47.0 million and 0.2 million, respectively.
(2)Amount is less than $0.01 per share.
(3)Represents the impact of different share amounts used in calculating certain per share data based on weighted average shares outstanding during the period and the impact of shares at a price other than the net asset value.

v3.24.1

Organization and Operations of the Company (Details)
$ in Millions
68 Months Ended 72 Months Ended

Mar. 29, 2019

USD ($)

Mar. 16, 2022

USD ($)

Dec. 31, 2023

project

fund

GW

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Number of projects | project 435

Production capacity (in gigawatt) 3.3

Production capacity, operational 1.5

Production capacity, pre-operational 1.8

Number of funds in renewable energy industry | fund 4

Public Offering

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Dollar value of shares offering | $ $ 253.4

Private Placement

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]

Dollar value of shares offering | $ $ 1,400.0

v3.24.1

Significant Accounting Policies - Change to Non-Investment Basis Accounting, Adjustments (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

May 19, 2022

May 18, 2022

Dec. 31, 2021

Accounting Policies [Abstract]

Total members’ equity (net assets) $ 1,543,740 $ 1,543,738 $ 1,439,310

Plus: Fair value of redeemable noncontrolling interests and noncontrolling interests $ 113,875 $ 84,008 74,814

Total equity 1,623,540 1,788,681 1,618,554 1,616,519

Assets

Cash, cash equivalents and Restricted cash 187,675 190,698 205,449 ^[1] $ 108,062 $ 121,863

Other current assets 33,938 29,624 103,875

Total current assets 291,908 324,315 309,324

Property, plant and equipment 2,133,877 1,889,706 1,522,995

Intangible assets 453,214 540,621 465,375

Investments, at fair value 94,878 92,554 90,425

Derivative assets 118,106 171,393 118,548

Other noncurrent assets 36,361

Total noncurrent assets 3,167,697 3,062,927 2,233,704

Total assets 3,459,605 3,387,242 2,543,028

Liabilities

Accounts payable and accrued expenses 79,288 50,702 59,522

Other current liabilities 7,636 10,862 67,618

Total current liabilities 263,728 225,193 127,140

Long-term debt, net 935,397 850,760 501,200

Out-of-market contracts 194,785 218,112 229,576

Other noncurrent liabilities 47,659 39,826 66,558

Total noncurrent liabilities 1,562,912 1,371,334 797,334

Total liabilities $ 1,826,640 $ 1,596,527 $ 924,474

[1] Cash, cash equivalents and Restricted cash as of May 18, 2022 includes all consolidated subsidiaries of the Company upon the change in status. Refer to Note 2. Significant Accounting Policies for additional discussion.

v3.24.1

Significant Accounting Policies - Narrative (Details)
$ in Thousands
7 Months Ended 12 Months Ended

Nov. 18, 2022

USD ($)

Dec. 31, 2022

USD ($)

jurisdiction

Dec. 31, 2023

USD ($)

segment

jurisdiction

May 19, 2022

USD ($)

May 18, 2022

jurisdiction

Jan. 01, 2022

USD ($)

Concentration Risk [Line Items]

Operating lease assets $ 102,595 $ 108,606 $ 95,100 $ 200

Operating lease liabilities, current 2,193 2,262 1,200

Operating lease liabilities, noncurrent 101,281 108,406 93,500

Impairment of long-lived assets 0 59,294

Notes receivable loss reserves 0 2,000

Unamortized debt discount $ 29,600

Contingent consideration, current $ 25,891 $ 16,546

Number of operating segments | segment 2

Number of reportable segments | segment 2

Deferred sales commission, per annum fee percent 0.85% 0.85%

Deferred sales commission, monthly fee percent 0.07% 0.07%

Deferred sales commission $ 11,000 $ 10,300

Deferred sales commission, current 3,700 3,500

Deferred sales commission, noncurrent $ 7,300 $ 6,800

Number of jurisdictions in which the Company operates | jurisdiction 36 36 36

Total operating lease liabilities $ 103,474 $ 110,668 $ 200

Energy revenue | Minimum

Concentration Risk [Line Items]

Term of contract (in years) 10 years

Energy revenue | Maximum

Concentration Risk [Line Items]

Term of contract (in years) 30 years

Manufacturing Facility

Concentration Risk [Line Items]

Impairment of long-lived assets $ 7,300

Disposal Group, Disposed of by Sale, Not Discontinued Operations | GDEV

Concentration Risk [Line Items]

Total purchase consideration $ 5,700

Realized gain on sale of investment $ 300

One Customer | Revenue Benchmark | Customer Concentration Risk

Concentration Risk [Line Items]

Concentration risk percentage 11.80%

One Customer | Accounts Receivable | Customer Concentration Risk

Concentration Risk [Line Items]

Concentration risk percentage 24.40%

v3.24.1

Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
5 Months Ended 7 Months Ended 12 Months Ended

May 18, 2022

Dec. 31, 2022

Dec. 31, 2023

May 19, 2022
^[1]
Dec. 31, 2021

Accounting Policies [Abstract]

Cash and cash equivalents $ 72,110 $ 143,224 $ 96,872

Restricted cash, current 35,952 47,474 85,235

Restricted cash 0 5,568

Total cash, cash equivalents and restricted cash 108,062 190,698 187,675 $ 205,449 $ 121,863

Non-cash investing and financing activities

Deferred sales commission payable 4,059 10,973 10,270

Redemptions payable 32,198 361

Distribution payable to shareholders 7,703 7,606

Capital expenditures incurred but not paid 24,284 38,009

Non-cash distributions to noncontrolling interests 2,794 2,293

Cash paid for

Interest paid, net of amounts capitalized $ 532 $ 12,988 $ 23,608

[1] Cash, cash equivalents and Restricted cash as of May 18, 2022 includes all consolidated subsidiaries of the Company upon the change in status. Refer to Note 2. Significant Accounting Policies for additional discussion.

v3.24.1

Significant Accounting Policies - Useful Lives of Property, Plant, and Equipment, net (Details)

Dec. 31, 2023

Solar energy systems

Property, Plant and Equipment [Line Items]

Useful Lives (Years) 35 years

Wind energy systems

Property, Plant and Equipment [Line Items]

Useful Lives (Years) 30 years

Battery storage systems

Property, Plant and Equipment [Line Items]

Useful Lives (Years) 10 years

v3.24.1

Acquisitions - Purchase Consideration (Details) - USD ($)
$ in Thousands
12 Months Ended 19 Months Ended

May 19, 2022

Dec. 31, 2023

Dec. 31, 2023

Dec. 31, 2022

Business Acquisition [Line Items]

Contingent consideration $ 42,307 $ 42,307 $ 75,700

Acquired Entities

Business Acquisition [Line Items]

Equity consideration $ 214,927

Contingent consideration 73,600

Assumed expenses of Group LLC 6,227

Assumed debt (paid at closing) 1,500

Extinguishment of liabilities (2,171)

Total purchase consideration 294,083 $ 335,000

Fair value of the Company’s investment in GDEV (held before the Acquisition) 3,768

Adjustments, Fair value of the Company's investment in GDEV (held before the Acquisition) 0

Total amount to allocate to net assets acquired and consolidated 344,129

Adjustments, Total purchase consideration 299

Acquired Entities | Previously Reported

Business Acquisition [Line Items]

Equity consideration 214,927

Contingent consideration 73,600

Assumed expenses of Group LLC 6,227

Assumed debt (paid at closing) 1,500

Extinguishment of liabilities (2,171)

Total purchase consideration 294,083

Fair value of the Company’s investment in GDEV (held before the Acquisition) 3,768

Total amount to allocate to net assets acquired and consolidated 343,830

Acquired Entities | GDEV GP

Business Acquisition [Line Items]

Fair value of the noncontrolling interest 341

Adjustments, Fair value of the noncontrolling interest (192)

Acquired Entities | GDEV GP | Previously Reported

Business Acquisition [Line Items]

Fair value of the noncontrolling interest 533

Acquired Entities | GDEV

Business Acquisition [Line Items]

Fair value of the noncontrolling interest 45,937

Adjustments, Fair value of the noncontrolling interest $ 491

Acquired Entities | GDEV | Previously Reported

Business Acquisition [Line Items]

Fair value of the noncontrolling interest $ 45,446

v3.24.1

Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
19 Months Ended

Dec. 31, 2023

Dec. 31, 2022

May 19, 2022

Business Acquisition [Line Items]

Goodwill $ 221,314 $ 221,314

Acquired Entities

Business Acquisition [Line Items]

Net working capital (including cash) $ 8,819

Property, plant and equipment 75

Investments, at fair value and other noncurrent assets 42,356

Carried interest 0

2022 Adjustments, Carried interest (279)

Other liabilities (760)

Deferred tax liability (25,175)

2022 Adjustments, Deferred tax liability 604

Goodwill 221,314

2022 Adjustments, Goodwill 374

Sum of acquired and consolidated net assets 344,129

Adjustments, Total purchase consideration 299

Acquired Entities | Previously Reported

Business Acquisition [Line Items]

Net working capital (including cash) 8,819

Property, plant and equipment 75

Investments, at fair value and other noncurrent assets 42,356

Carried interest 279

Other liabilities (760)

Deferred tax liability (25,779)

Goodwill 220,940

Sum of acquired and consolidated net assets 343,830

Acquired Entities | Trademarks

Business Acquisition [Line Items]

Finite-lived intangibles assets 2,800

Acquired Entities | Trademarks | Previously Reported

Business Acquisition [Line Items]

Finite-lived intangibles assets 2,800

Acquired Entities | Channel partner relationships

Business Acquisition [Line Items]

Finite-lived intangibles assets 94,700

2022 Adjustments, Finite-lived intangible assets $ (400)

Acquired Entities | Channel partner relationships | Previously Reported

Business Acquisition [Line Items]

Finite-lived intangibles assets $ 95,100

v3.24.1

Acquisitions - Acquired Identifiable Intangible Assets (Details) - Acquired Entities
$ in Thousands

May 19, 2022

USD ($)

Acquired Indefinite-Lived Intangible Assets [Line Items]

Acquisition date fair value $ 221,314

Trademarks

Acquired Finite-Lived Intangible Assets [Line Items]

Acquisition date fair value - favorable $ 2,800

Weighted-average amortization period (years) 12 years

Channel partner relationships

Acquired Finite-Lived Intangible Assets [Line Items]

Acquisition date fair value - favorable $ 94,700

Weighted-average amortization period (years) 11 years

v3.24.1

Acquisitions - Purchase Price of Assets Acquired (Details) - Renewable Energy Projects
$ in Thousands
7 Months Ended

Dec. 31, 2022

USD ($)

Asset Acquisition [Line Items]

Land $ 5,111

Property, plant and equipment 71,156

Intangible assets 1,193

ROU asset 2,923

Less: Liabilities assumed (4,111)

Total $ 76,272

v3.24.1

Acquisitions - Schedule of Acquired Identifiable Intangible Assets (Details) - Renewable Energy Projects
$ in Thousands
7 Months Ended

Dec. 31, 2022

USD ($)

Asset Acquisition [Line Items]

Acquisition date fair value - favorable $ 1,193

REC contracts - favorable

Asset Acquisition [Line Items]

Acquisition date fair value - favorable $ 1,193

Weighted-average amortization period (years) - favorable 20 years

PPA contracts - out-of-market

Asset Acquisition [Line Items]

Acquisition date fair value - unfavorable $ (889)

Weighted-average amortization period (years) - unfavorable 20 years

v3.24.1

Revenue - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
7 Months Ended 12 Months Ended

Dec. 31, 2022

Dec. 31, 2023

Disaggregation of Revenue [Line Items]

Total revenue $ 100,492 $ 173,165

Less: Contract amortization, net 10,529 8,060

Less: Lease revenue (6,026) (10,147)

Less: Investment, dividend and interest income (7,512) (7,760)

Total revenue from contracts with customers 97,483 163,318

Energy sales

Disaggregation of Revenue [Line Items]

Total revenue 86,187 138,530

RECs and other incentives

Disaggregation of Revenue [Line Items]

Total revenue 15,409 20,771

Investment Management revenue

Disaggregation of Revenue [Line Items]

Total revenue 1,919 13,490

Other revenue

Disaggregation of Revenue [Line Items]

Total revenue 7,506 8,434

Contract amortization, net

Disaggregation of Revenue [Line Items]

Total revenue $ (10,529) $ (8,060)

v3.24.1

Fair Value Measurements and Investments - Fair Value of Assets and Liabilities (Details) - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Derivative assets $ 142,168,000 $ 195,840,000

Derivative liabilities (5,833,000)

Equity method investments 94,878,000 92,554,000

Contingent consideration (42,307,000) (75,700,000)

Total $ 188,906,000 $ 212,694,000

Derivative Asset, Statement of Financial Position [Extensible Enumeration] Derivative assets, current, Derivative assets Derivative assets, current, Derivative assets

Level 1

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Derivative assets $ 0 $ 0

Derivative liabilities 0

Equity method investments 0 0

Contingent consideration 0 0

Total 0 0

Level 2

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Derivative assets 142,168,000 195,840,000

Derivative liabilities (5,833,000)

Equity method investments 0 0

Contingent consideration 0 0

Total 136,335,000 195,840,000

Level 3

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Derivative assets 0 0

Derivative liabilities 0

Equity method investments 94,878,000 92,554,000

Contingent consideration (42,307,000) (75,700,000)

Total $ 52,571,000 $ 16,854,000

v3.24.1

Fair Value Measurements and Investments - Narrative (Details) - USD ($)
$ in Thousands
5 Months Ended 7 Months Ended 12 Months Ended

May 18, 2022

Dec. 31, 2022

Dec. 31, 2023

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Equity method investments $ 92,554 $ 94,878

Unrealized gain on investments, net $ 13,648 398 932

Increase (decrease) in fair value of contingent consideration 2,100 (603)

Reclassification of participating Earnout Shares 32,790

GDEV I

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Unfunded commitments 300

Equity method investments 2,300 4,100

Unrealized gain on investments, net 1,100

Greenbacker Development Opportunities Fund II, LP ("GDEV II") [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Unfunded commitments 1,300

Equity method investments 300 1,600

OYA-Rosewood

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Equity method investments 18,600 16,200

Unrealized gain on investments, net (1,800)

Aurora Solar

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Equity method investments 71,300 73,000

Unrealized gain on investments, net (1,700) $ 1,600

GDEV

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Unrealized gain on investments, net $ 1,900

v3.24.1

Notes Receivable - Schedule of Notes Receivable (Details) - USD ($)
$ in Thousands
12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Accounts, Notes, Loans and Financing Receivable [Line Items]

Notes receivable, current $ 28,491 $ 59,106

Notes receivable, noncurrent 10,184 10,294

Loan reserve (2,000) 0

Total notes receivable 36,675 69,400

Cider

Accounts, Notes, Loans and Financing Receivable [Line Items]

Notes receivable, current $ 25,749 41,864

Interest rate 8.00%

OYA

Accounts, Notes, Loans and Financing Receivable [Line Items]

Notes receivable, current $ 0 8,491

Interest rate 9.00%

Shepherds Run

Accounts, Notes, Loans and Financing Receivable [Line Items]

Notes receivable, current $ 2,742 8,751

Interest rate 8.00%

New Market

Accounts, Notes, Loans and Financing Receivable [Line Items]

Interest rate 9.00%

Notes receivable, noncurrent $ 5,008 5,008

SE Solar

Accounts, Notes, Loans and Financing Receivable [Line Items]

Interest rate 9.00%

Notes receivable, noncurrent $ 5,010 5,010

Kane Warehouse

Accounts, Notes, Loans and Financing Receivable [Line Items]

Interest rate 10.25%

Notes receivable, noncurrent $ 166 $ 276

v3.24.1

Notes Receivable - Narrative (Details) - USD ($)
$ in Millions

Dec. 31, 2023

Dec. 31, 2022

Other Current Assets

Accounts, Notes, Loans and Financing Receivable [Line Items]

Interest receivable, current $ 6.3 $ 2.4

Other Noncurrent Assets

Accounts, Notes, Loans and Financing Receivable [Line Items]

Interest receivable, noncurrent $ 3.9 $ 3.0

v3.24.1

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

May 19, 2022

Property, Plant and Equipment [Line Items]

Finance right-of-use asset $ 65 $ 0

Total property, plant and equipment 2,227,376 1,921,325

Accumulated depreciation (93,499) (31,619)

Property, plant and equipment, net 2,133,877 1,889,706 $ 1,522,995

Land

Property, Plant and Equipment [Line Items]

Gross property, plant and equipment 23,473 16,321

Plant and equipment

Property, Plant and Equipment [Line Items]

Gross property, plant and equipment 2,169,573 1,874,201

Asset retirement obligation

Property, Plant and Equipment [Line Items]

Gross property, plant and equipment 34,003 30,483

Other

Property, Plant and Equipment [Line Items]

Gross property, plant and equipment $ 262 $ 320

v3.24.1

Property, Plant and Equipment - Narrative (Details)
$ in Thousands
7 Months Ended 12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2023

USD ($)

wind_repower_project

Property, Plant and Equipment [Line Items]

Construction in progress $ 569,400 $ 439,400

Development costs 116,600 106,300

Depreciation expense 31,600 $ 113,900

Number of wind repower projects | wind_repower_project 3

Number of repower projects with accelerated depreciation, continued | wind_repower_project 3

Accelerated depreciation $ 51,900

Impairment of long-lived assets $ 0 59,294

Manufacturing Facility

Property, Plant and Equipment [Line Items]

Impairment of long-lived assets $ 7,300

v3.24.1

Goodwill, Other Intangible Assets and Out-of-market Contracts - Narrative (Details) - USD ($)
$ in Thousands
7 Months Ended 12 Months Ended

Dec. 31, 2022

Dec. 31, 2023

Finite-Lived Intangible Assets [Line Items]

Goodwill $ 221,314 $ 221,314

Impairment of goodwill 0 0

Amortization expense related to intangible assets 26,300 40,800

Contract amortization contra-expense 9,100 23,500

Out-of-market contract retirements (9,000)

Contract amortization expense 14,500

Contract amortization expense 10,529 8,060

Amortization expense related to finite lived intangible assets 6,700 9,200

Impairment of long-lived assets 0 59,294

Power Purchase Agreements and Renewable Energy Credits

Finite-Lived Intangible Assets [Line Items]

Amortization expense related to intangible assets 19,600 31,600

Power Purchase Agreements

Finite-Lived Intangible Assets [Line Items]

Out-of-market contract retirements (5,400)

Renewable Energy Credits

Finite-Lived Intangible Assets [Line Items]

Out-of-market contract retirements (3,600)

Channel Partner Relationships and Trademarks

Finite-Lived Intangible Assets [Line Items]

Amortization expense related to intangible assets 17,200 17,300

PPA, REC and Out-of-market contracts

Finite-Lived Intangible Assets [Line Items]

Contract amortization expense $ 10,500 8,100

PPA contracts

Finite-Lived Intangible Assets [Line Items]

Impairment of long-lived assets $ 7,300

v3.24.1

Goodwill, Other Intangible Assets and Out-of-market Contracts - Schedule of Other Intangible Assets (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Finite-Lived Intangible Assets [Line Items]

Gross carrying amount $ 520,282 $ 566,911

Accumulated amortization (67,068) (26,290)

Total 453,214 540,621

PPA contracts

Finite-Lived Intangible Assets [Line Items]

Gross carrying amount 374,356 422,176

Accumulated amortization (47,741) (18,460)

Total 326,615 403,716

REC contracts

Finite-Lived Intangible Assets [Line Items]

Gross carrying amount 46,235 46,235

Accumulated amortization (3,441) (1,165)

Total 42,794 45,070

Trademarks

Finite-Lived Intangible Assets [Line Items]

Gross carrying amount 2,800 2,800

Accumulated amortization (389) (467)

Total 2,411 2,333

Channel partner relationships

Finite-Lived Intangible Assets [Line Items]

Gross carrying amount 94,700 94,700

Accumulated amortization (15,497) (6,198)

Total 79,203 88,502

Other intangible assets

Finite-Lived Intangible Assets [Line Items]

Gross carrying amount 2,191 1,000

Accumulated amortization 0 0

Total $ 2,191 $ 1,000

v3.24.1

Goodwill, Other Intangible Assets and Out-of-market Contracts - Schedule of Out-Of-Market Contracts (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items]

Gross carrying amount $ (218,392) $ (227,208)

Accumulated amortization 23,607 9,096

Net out-of-market contracts (194,785) (218,112)

PPA contracts

Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items]

Gross carrying amount (198,629) (198,446)

Accumulated amortization 13,203 4,882

Net out-of-market contracts (185,426) (193,564)

PPA contracts - signed MIPA assets

Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items]

Gross carrying amount (5,402)

Accumulated amortization 0

Net out-of-market contracts (5,402)

REC contracts

Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items]

Gross carrying amount (19,763) (19,763)

Accumulated amortization 10,404 4,214

Net out-of-market contracts $ (9,359) (15,549)

REC contracts - signed MIPA assets

Finite-Lived Out-of-Market Contracts, Intangible Liabilities [Line Items]

Gross carrying amount (3,597)

Accumulated amortization 0

Net out-of-market contracts $ (3,597)

v3.24.1

Goodwill, Other Intangible Assets and Out-of-market Contracts - Estimated Future Annual Amortization Expense (Details)
$ in Thousands

Dec. 31, 2023

USD ($)

Goodwill and Intangible Assets Disclosure [Abstract]

2024 $ 23,202

2025 27,215

2026 26,666

2027 26,167

2028 25,791

Thereafter 129,388

Total $ 258,429

v3.24.1

Leases - Narrative (Details) - USD ($)
$ in Thousands
7 Months Ended 12 Months Ended

Dec. 31, 2022

Dec. 31, 2023

May 19, 2022

Jan. 01, 2022

Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items]

Operating lease cost $ 6,110 $ 9,916

Operating lease cost capitalized during development and construction $ 700 $ 800

Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other noncurrent assets Other noncurrent assets Other noncurrent assets Other noncurrent assets

Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other current liabilities Other current liabilities Other current liabilities

Variable lease income $ 6,000 $ 10,100

PPA contracts

Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items]

Operating lease cost 400 700

Solar And Wind Generating Plants

Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items]

Carrying value $ 67,400 $ 61,700

Minimum

Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items]

Lease term (in years) 1 year

Maximum

Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items]

Lease term (in years) 50 years

v3.24.1

Leases - Components of Lease Expense and Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
7 Months Ended 12 Months Ended

Dec. 31, 2022

Dec. 31, 2023

Finance lease cost

Amortization of right-of-use assets $ 0 $ 39

Interest on lease liabilities 0 11

Total finance lease cost 0 50

Operating lease cost 6,110 9,916

Short-term lease cost 131 339

Variable lease cost 644 1,525

Total lease cost 6,885 11,830

Other information

Cash paid for amounts included in the measurement of lease liabilities 3,676 7,975

Operating cash flows from finance leases 0 (11)

Operating cash flows from operating leases (3,676) (7,908)

Financing cash flows from finance leases 0 (56)

ROU assets obtained in exchange for new finance lease liabilities 0 88

ROU assets obtained in exchange for new operating lease liabilities $ 110,412 $ 10,091

Weighted-average remaining lease term - finance leases (in years) 3 years 2 months 12 days

Weighted-average remaining lease term - operating leases (in years) 28 years 28 years 3 months 18 days

Weighted average discount rate – finance leases 0.00% 5.69%

Weighted average discount rate – operating leases 6.73% 6.61%

v3.24.1

Leases - Supplemental Balance Sheet Information (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

May 19, 2022

Jan. 01, 2022

Operating leases

Operating lease assets $ 108,606 $ 102,595 $ 95,100 $ 200

Operating lease liabilities, current (2,262) (2,193) (1,200)

Operating lease liabilities, noncurrent (108,406) (101,281) $ (93,500)

Total operating lease liabilities (110,668) (103,474) $ (200)

Finance leases

Property, plant and equipment, at cost 65 0

Accumulated depreciation (13) 0

Property, plant and equipment, net 52 0

Other current liabilities (16) 0

Other long-term liabilities (37) 0

Total finance lease liabilities $ (53) $ 0

Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] Other current liabilities, Other noncurrent liabilities

v3.24.1

Leases - Maturities of Lease Liabilities (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Jan. 01, 2022

Operating Leases

2024 $ 8,806

2025 9,105

2026 9,098

2027 9,097

2028 9,092

Thereafter 212,740

Total lease payments 257,938

Less: Imputed interest (147,270)

Present value of lease liabilities 110,668 $ 103,474 $ 200

Finance Leases

2024 18

2025 18

2026 18

2027 4

2028 0

Thereafter 0

Total lease payments 58

Less: Imputed interest (5)

Present value of lease liabilities $ 53 $ 0

v3.24.1

Debt - Schedule of Components of Interest Expense (Details) - USD ($)
$ in Thousands
5 Months Ended 7 Months Ended 12 Months Ended

May 18, 2022

Dec. 31, 2022

Dec. 31, 2023

Debt Instrument [Line Items]

Loan interest $ 16,093 $ 54,615

Commitment / letter of credit fees $ 136 2,013 2,986

Amortization of deferred financing fees and discount 1,533 6,690

Interest capitalized (4,614) (23,378)

Total $ 15,025 40,913

Interest rate swap contracts

Debt Instrument [Line Items]

Loan interest $ 26,700

v3.24.1

Debt - Schedule of Principal Payments Due on Borrowings (Details)
$ in Thousands

Dec. 31, 2023

USD ($)

Debt Disclosure [Abstract]

2024 $ 88,917

2025 39,546

2026 277,490

2027 255,582

2028 133,462

Thereafter 266,934

Total $ 1,061,931

v3.24.1

Debt - Future Payments on Sale-Leaseback Financing Arrangements (Details)
$ in Thousands

Dec. 31, 2023

USD ($)

Debt Disclosure [Abstract]

2024 $ 69,722

2025 9,685

2026 9,900

2027 10,046

2028 10,028

Thereafter 49,201

Total lease payments $ 158,582

v3.24.1

Derivative Instruments - Estimated Fair Value Positions of Derivative Contracts (Details) - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Derivatives, Fair Value [Line Items]

Outstanding notional amount $ 1,324,385,000

Fair Value - Assets 142,168,000 $ 195,840,000

Fair Value - (Liabilities) (5,833,000)

Interest rate swap contracts | Derivatives Designated as Hedging Instruments

Derivatives, Fair Value [Line Items]

Outstanding notional amount 861,322,000 1,527,814,000

Fair Value - Assets 98,669,000 195,840,000

Fair Value - (Liabilities) (489,000) $ 0

Interest rate swap contracts | Derivatives Not Designated as Hedging Instruments

Derivatives, Fair Value [Line Items]

Outstanding notional amount 463,063,000

Fair Value - Assets 43,499,000

Fair Value - (Liabilities) $ (5,344,000)

v3.24.1

Derivative Instruments - Fair Value of Derivative Contracts Recorded In Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations (Details) - USD ($)
$ in Thousands
7 Months Ended 12 Months Ended

Dec. 31, 2022

Dec. 31, 2023

Derivative [Line Items]

Realized gain (loss) on interest rate swaps, net $ (1,322) $ 2,428

Derivatives Designated as Hedging Instruments

Derivative [Line Items]

Gain (loss) recognized in other comprehensive income 74,086 (20,545)

Amortization of off-market derivatives 2,056 6,974

Less: Taxes on total net loss recognized in other comprehensive income (20,048) 3,633

Change in unrealized gain of interest rate swaps, net (249) 6,546

Realized gain (loss) on interest rate swaps, net (1,322) 2,428

Derivatives Not Designated as Hedging Instruments

Derivative [Line Items]

Gain (loss) recognized in other comprehensive income 0 0

Amortization of off-market derivatives 0 (224)

Less: Taxes on total net loss recognized in other comprehensive income 0 0

Change in unrealized gain of interest rate swaps, net 0 11,217

Realized gain (loss) on interest rate swaps, net $ 0 $ 0

v3.24.1

Asset Retirement Obligations (Details)
$ in Thousands
12 Months Ended

Dec. 31, 2023

USD ($)

Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]

Beginning balance $ 31,413

Adjustments in estimates for current obligations (217)

Asset retirement obligation settled during current period (337)

Asset retirement obligation incurred during current period 1,425

Accretion expense 2,622

Ending balance $ 34,906

v3.24.1

Income Taxes - Schedule of Consolidated Income Tax (Benefit) Provision (Details) - USD ($)
$ in Thousands
7 Months Ended 12 Months Ended

Dec. 31, 2022

Dec. 31, 2023

Deferred

Federal $ 985 $ (19,269)

State 2,019 (2,290)

Foreign 1 11

Deferred (benefit) provision for income taxes $ 3,005 $ (21,548)

v3.24.1

Income Taxes - Schedule of Effective Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
5 Months Ended 7 Months Ended 12 Months Ended

May 18, 2022

Dec. 31, 2022

Dec. 31, 2023

Amount

Tax (benefit) at statutory U.S. federal income tax rate $ (12,002) $ (41,398)

State income taxes, net of federal benefit 937 (7,050)

Noncontrolling interest 12,482 20,184

Share-based compensation 1,441 1,816

Federal tax credits (2,100) (1,293)

Change in valuation allowance 658 4,330

Permanent differences (GREC LLC and other - net) 1,589 1,863

Benefit from (provision for) income taxes $ 3,005 $ (21,548)

Effective Income Tax Rate Reconciliation, Percent [Abstract]

Tax (benefit) at statutory U.S. federal income tax rate 21.00% 21.00%

State income taxes, net of federal benefit (1.60%) 3.60%

Noncontrolling interest (21.80%) (10.20%)

Share-based compensation (2.50%) (0.90%)

Federal tax credits 3.70% 0.60%

Change in valuation allowance (1.20%) (2.20%)

Permanent differences (GREC LLC and other - net) (2.80%) (1.00%)

Effective tax rate 22.50% (5.20%) 10.90%

v3.24.1

Income Taxes - Schedule of Deferred Tax Assets (Liabilities) (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Net operating losses $ 99,469 $ 98,911

Long-term debt and failed sale-leaseback financing 58,519 0

Federal tax credits 17,671 16,252

Operating lease liabilities 13,825 14,282

Asset retirement obligations 5,035 5,287

Disallowed interest 0 5,028

Other 3,678 3,571

Total deferred tax assets 198,197 143,331

Less: Valuation allowance (6,500) (2,170)

Deferred tax assets, net of valuation allowance 191,697 141,161

Property, plant, and equipment (77,752) (48,090)

Investments in flow-through entities taxed as partnerships (68,245) (41,667)

Intangibles (54,823) (64,834)

Derivative assets (35,900) (51,569)

Operating lease assets (13,555) (14,070)

Long-term debt 0 (4,658)

Total deferred tax liabilities (250,275) (224,888)

Deferred tax liabilities, net $ 58,578 $ 83,727

v3.24.1

Income Taxes - Narrative (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Tax Credit Carryforward [Line Items]

Deferred tax liabilities, net $ 58,578 $ 83,727

Deferred tax liabilities, net 58,696 85,655

Deferred tax assets, net 100 1,900

Valuation allowance 6,500 $ 2,170

Domestic Tax Authority

Tax Credit Carryforward [Line Items]

Federal net operating loss carryforwards 368,700

Operating loss carryforwards not subject to expiration 329,200

Operating loss carryforwards, subject to expiration 39,500

Tax credit carryforwards, subject to expiration 17,700

State and Local Jurisdiction

Tax Credit Carryforward [Line Items]

Federal net operating loss carryforwards 412,200

Operating loss carryforwards not subject to expiration 66,400

Operating loss carryforwards, subject to expiration $ 345,800

v3.24.1

Commitments and Contingencies - Narrative (Details)
$ in Millions
12 Months Ended

Dec. 31, 2023

USD ($)

agreement

Other Commitments [Line Items]

Number of forward sales agreements | agreement 2

Percentage of sales commitment 100.00%

Commitment to fund construction of facilities

Other Commitments [Line Items]

Funding commitment $ 1,200.0

Minimum | PPA contracts

Other Commitments [Line Items]

Power purchase agreement, term of contract (in years) 1 year

Maximum | PPA contracts

Other Commitments [Line Items]

Power purchase agreement, term of contract (in years) 5 years

Standby Letters of Credit

Other Commitments [Line Items]

Maximum borrowing capacity $ 169.7

Unused letters of credit 0.0

Parent Company Guarantees

Other Commitments [Line Items]

Guarantor obligations $ 842.7

v3.24.1

Commitments and Contingencies - Future Commitments Under Renewable Energy Contracts (Details)
renewable_energy_credit in Thousands

Dec. 31, 2023

renewable_energy_credit

Commitments and Contingencies Disclosure [Abstract]

2024 176

2025 59

2026 55

2027 28

2028 28

Thereafter 174

Total 520

v3.24.1

Equity - Quarterly Share Repurchase Limits (Details)
3 Months Ended 27 Months Ended

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Dec. 31, 2020

Dec. 31, 2023

Equity [Abstract]

Stock repurchase limit, percentage of weighted average number of shares during any 12-month period 0.002000 0.2000

Stock repurchase limit, percentage of weighted average number of Shares prior four fiscal quarters 0.000500 0.0375 0.0250 0.0188 0.0500

v3.24.1

Equity - Schedule of Distributions (Details) - $ / shares
3 Months Ended 6 Months Ended 7 Months Ended 12 Months Ended 18 Months Ended 22 Months Ended 31 Months Ended

Oct. 31, 2017

Jul. 31, 2017

Apr. 30, 2017

Jan. 31, 2017

Oct. 31, 2016

Jul. 31, 2016

Apr. 30, 2016

Jan. 31, 2016

Dec. 31, 2023

Nov. 30, 2020

Oct. 31, 2018

Apr. 30, 2020

Sep. 30, 2022

Jun. 30, 2023

Class A shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) $ 0.00167 $ 0.00167 $ 0.00168 $ 0.00169 $ 0.00168 $ 0.00166 $ 0.00166 $ 0.00165 $ 0.00152 $ 0.00152 $ 0.00167 $ 0.00167 $ 0.00152 $ 0.00152

Class C shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0.00163 0.00163 0.00164 0.00164 0.00168 0.00166 0.00166 0.00165 0.00149 0.00149 0.00163 0.00163 0.00149 0.00149

Class I shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0.00167 0.00167 0.00168 0.00169 0.00168 0.00166 0.00166 0.00165 0.00152 0.00152 0.00167 0.00167 0.00152 0.00152

Class P-A shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0 0.00160 0.00160 0.00160 0.00160 0.00158 0 0 0.00152 0.00153 0 0.00165 0.00152 0.00152

Class P-I shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0.00159 0.00158 0.00160 0.00160 0.00160 0.00158 0 0 0.00158 0.00158 0.00158 0.00158 0.00158 0.00158

Class P-D shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0 0 0 0 0 0 0 0 0.00158 0 0 0 0.00158 0.00158

Class P-T shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0 0 0 0 0 0 0 0 0.00158 0 0 0 0.00158 0.00158

Class P-S shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0 0 0 0 0 0 0 0 0.00158 0 0 0 $ 0.00158 0.00158

Class EO shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0.00158 $ 0 $ 0 $ 0 $ 0

v3.24.1

Equity - Distributions (Details) - USD ($)
$ in Thousands
5 Months Ended 7 Months Ended 11 Months Ended 12 Months Ended

Jan. 02, 2024

Dec. 01, 2023

Nov. 02, 2023

Oct. 02, 2023

Sep. 01, 2023

Aug. 01, 2023

Jul. 03, 2023

Jun. 01, 2023

May 01, 2023

Mar. 31, 2023

Mar. 01, 2023

Feb. 01, 2023

Jan. 03, 2023

Dec. 01, 2022

Nov. 01, 2022

Oct. 03, 2022

Sep. 01, 2022

Aug. 01, 2022

Jul. 01, 2022

Jun. 01, 2022

May 18, 2022

Jan. 03, 2023

Dec. 31, 2022

Jan. 02, 2024

Dec. 31, 2023

Dividends Payable [Line Items]

Paid in Cash $ 7,964 $ 7,352 $ 7,003 $ 7,226 $ 7,232 $ 7,145 $ 7,373 $ 7,114 $ 7,420 $ 6,679 $ 7,386 $ 7,703 $ 7,271 $ 7,507 $ 7,313 $ 7,565 $ 7,570 $ 7,345 $ 6,954 $ 59,228

Issuance of common shares under distribution reinvestment plan 1,746 1,841 1,872 1,935 1,926 1,871 1,934 1,888 1,942 1,777 1,975 1,968 1,930 1,987 1,923 1,973 1,955 1,890 2,020 $ 7,486 15,646 $ 15,647 $ 22,493

Total $ 9,710 $ 9,193 $ 8,875 $ 9,161 $ 9,158 $ 9,016 $ 9,307 $ 9,002 $ 9,362 $ 8,456 $ 9,361 $ 9,671 $ 9,201 $ 9,494 $ 9,236 $ 9,538 $ 9,525 $ 9,235 $ 8,974 $ 74,874 $ 74,873 $ 109,993

Subsequent Event

Dividends Payable [Line Items]

Paid in Cash $ 7,606 $ 87,500

Issuance of common shares under distribution reinvestment plan 1,786 22,493

Total $ 9,392 $ 109,993

v3.24.1

Share-based Compensation - Summary of Restricted and Performance Stock Unit Activity (Details) - $ / shares
shares in Thousands
1 Months Ended 12 Months Ended

Sep. 30, 2023

Aug. 31, 2023

Dec. 31, 2023

Restricted Share Units

Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]

Unvested balance, beginning balance (in shares) 0

Granted (in shares) 100 352

Forfeited (in shares) (100) (85)

Unvested balance, ending balance (in shares) 267

Weighted Average Fair Value

Unvested balance, Weighted Average Fair Value, beginning balance (in dollars per share) $ 0

Granted, Weighted Average Fair Value (in dollars per share) 8.03

Forfeited, Weighted Average Fair Value (in dollars per share) 8.83

Unvested balance, Weighted Average Fair Value, ending balance (in dollars per share) $ 7.78

Performance Restricted Share Units

Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]

Unvested balance, beginning balance (in shares) 0

Granted (in shares) 1,100 1,067

Unvested balance, ending balance (in shares) 1,067

Weighted Average Fair Value

Unvested balance, Weighted Average Fair Value, beginning balance (in dollars per share) $ 0

Granted, Weighted Average Fair Value (in dollars per share) 4.40

Unvested balance, Weighted Average Fair Value, ending balance (in dollars per share) $ 4.40

v3.24.1

Share-based Compensation - Assumptions and Related Information To Determine Grant Date Fair Value of Performance Restricted Stock Units (Details) - Performance Restricted Share Units
12 Months Ended

Dec. 31, 2023

$ / shares

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Performance period (in years) 3 years

Expected share volatility 32.20%

Dividend yield 0.00%

Daily distribution rate (in dollars per share) $ 0.00158

Risk-free interest rate 4.50%

Class P-I shares

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Weighted average grant-date fair value per Class P-I share (in dollars per share) $ 8.76

v3.24.1

Earnings Per Share - Reconciliation of Numerator and Denominator of Basic Earnings per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
5 Months Ended 7 Months Ended 12 Months Ended

May 18, 2022

Dec. 31, 2022

Dec. 31, 2023

Basic and diluted:

Net loss attributable to Greenbacker Renewable Energy Company LLC $ (724) $ (79,471)

Weighted average common shares outstanding used in computing net loss per share- basic (in shares) 174,130 201,668 199,293

Weighted average common shares outstanding used in computing net loss per share- diluted (in shares) 174,130 201,668 199,293

Net loss attributable to Greenbacker Renewable Energy Company LLC

Net loss per share- basic (in dollars per share) $ (0.03) $ (0.00) $ (0.40)

Net loss per share- diluted (in dollars per share) $ (0.03) $ (0.00) $ (0.40)

v3.24.1

Earnings Per Share - Narrative (Details) - shares
shares in Millions
7 Months Ended 12 Months Ended

Dec. 31, 2022

Dec. 31, 2023

Earnings Per Share [Abstract]

Anti-dilutive shares excluded from calculation of diluted earnings per share (in shares) 0.0 1.4

v3.24.1

Segment Reporting - Narrative (Details)
12 Months Ended

Dec. 31, 2023

segment

Segment Reporting [Abstract]

Number of reportable segments 2

v3.24.1

Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
5 Months Ended 7 Months Ended 12 Months Ended

May 18, 2022

Dec. 31, 2022

Dec. 31, 2023

Basic and diluted

Net investment loss $ (4,886)

Net increase in net assets attributed to common members $ 30,777

Net investment loss per share (in dollars per share) $ (0.03)

Net increase in net assets attributed to common members per share (in dollars per share) $ 0.18

Weighted average common shares outstanding, basic (in shares) 174,130 201,668 199,293

Weighted average common shares outstanding, diluted (in shares) 174,130 201,668 199,293

v3.24.1

Significant Accounting Policies - Narrative (Details)
$ in Thousands
5 Months Ended 7 Months Ended 12 Months Ended

May 18, 2022

USD ($)

jurisdiction

Dec. 31, 2022

jurisdiction

Dec. 31, 2023

jurisdiction

Dec. 31, 2022

jurisdiction

Dec. 31, 2021

USD ($)

Related Party Transaction [Line Items]

Administrator expenses $ 2,155

Performance participation fee $ 384

Deferred sales commission, per annum fee percent 0.85% 0.85% 0.85%

Deferred sales commission, monthly fee percent 0.07% 0.07% 0.07%

Initial notional amount $ 284,700

Fixed rate 1.60%

Cash collateral associated with derivative instrument included in other assets $ 5,000

Number of jurisdictions in which the Company operates | jurisdiction 36 36 36 36

Effective tax rate 22.50% (5.20%) 10.90%

Greenbacker Capital Management LLC | Public Offering

Related Party Transaction [Line Items]

Limit of offering costs reimbursement to advisor 15.00%

Greenbacker Capital Management LLC | Private Offering

Related Party Transaction [Line Items]

Percentage of reimbursement out of gross offering proceeds 0.50%

v3.24.1

Significant Accounting Policies - Schedule of Effect of Derivative Instruments on the Consolidated Statements of Operations (Details)
$ in Thousands
5 Months Ended

May 18, 2022

USD ($)

Swaps

Change in net unrealized appreciation on derivative transactions $ 35,266

Other expense 651

Interest Rate Risk | Swap

Swaps

Change in net unrealized appreciation on derivative transactions 35,266

Other expense $ 651

v3.24.1

Valuation of Investments at Fair Value - Schedule of Reconciliation of Investments Balances (Details) - Level 3
$ in Thousands
5 Months Ended

May 18, 2022

USD ($)

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Beginning balance $ 1,368,350

Net change in unrealized appreciation on investments 13,648

Translation of assets and liabilities denominated in foreign currencies (26)

Purchases 339,425

Cost adjustments (210,520)

Sales and repayments of investments (12,325)

Net realized loss on investments (2)

Ending balance 1,498,550

Energy Efficiency - Secured Loans

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Beginning balance 381

Net change in unrealized appreciation on investments 0

Translation of assets and liabilities denominated in foreign currencies 0

Purchases 0

Cost adjustments 0

Sales and repayments of investments (55)

Net realized loss on investments 0

Ending balance 326

Secured Loans - Other

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Beginning balance 33,286

Net change in unrealized appreciation on investments 0

Translation of assets and liabilities denominated in foreign currencies 0

Purchases 17,365

Cost adjustments 0

Sales and repayments of investments (12,270)

Net realized loss on investments 0

Ending balance 38,381

Capital Stock

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Beginning balance 1,750

Net change in unrealized appreciation on investments (4)

Translation of assets and liabilities denominated in foreign currencies (26)

Purchases 0

Cost adjustments 0

Sales and repayments of investments 0

Net realized loss on investments 0

Ending balance 1,720

Limited Liability Company Member Interests

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Beginning balance 1,332,933

Net change in unrealized appreciation on investments 13,652

Translation of assets and liabilities denominated in foreign currencies 0

Purchases 322,060

Cost adjustments (210,520)

Sales and repayments of investments 0

Net realized loss on investments (2)

Ending balance $ 1,458,123

v3.24.1

Valuation of Investments at Fair Value - Narrative (Details)
$ in Millions
5 Months Ended

May 18, 2022

USD ($)

Level 3

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Net change in unrealized appreciation on investments and foreign currency translation $ 13.6

v3.24.1

Borrowings - Schedule of Line of Credit Facilities (Details) - USD ($)
$ in Thousands
5 Months Ended 7 Months Ended 12 Months Ended

May 18, 2022

Dec. 31, 2022

Dec. 31, 2023

Debt Disclosure [Abstract]

Credit Facility commitment fee $ 136 $ 2,013 $ 2,986

Credit Facility loan interest 658

Amortization of deferred financing costs 520

Total $ 1,314

Weighted average interest rate on Credit Facility 2.00%

Weighted average outstanding balance of Credit Facility $ 81,708

v3.24.1

Distributions - Schedule of Distribution (Details) - $ / shares
3 Months Ended 6 Months Ended 7 Months Ended 12 Months Ended 18 Months Ended 22 Months Ended 31 Months Ended

Oct. 31, 2017

Jul. 31, 2017

Apr. 30, 2017

Jan. 31, 2017

Oct. 31, 2016

Jul. 31, 2016

Apr. 30, 2016

Jan. 31, 2016

Dec. 31, 2023

Nov. 30, 2020

Oct. 31, 2018

Apr. 30, 2020

Sep. 30, 2022

Jun. 30, 2023

Class A shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) $ 0.00167 $ 0.00167 $ 0.00168 $ 0.00169 $ 0.00168 $ 0.00166 $ 0.00166 $ 0.00165 $ 0.00152 $ 0.00152 $ 0.00167 $ 0.00167 $ 0.00152 $ 0.00152

Class C shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0.00163 0.00163 0.00164 0.00164 0.00168 0.00166 0.00166 0.00165 0.00149 0.00149 0.00163 0.00163 0.00149 0.00149

Class I shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0.00167 0.00167 0.00168 0.00169 0.00168 0.00166 0.00166 0.00165 0.00152 0.00152 0.00167 0.00167 0.00152 0.00152

Class P-A shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0 0.00160 0.00160 0.00160 0.00160 0.00158 0 0 0.00152 0.00153 0 0.00165 0.00152 0.00152

Class P-I shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0.00159 0.00158 0.00160 0.00160 0.00160 0.00158 0 0 0.00158 0.00158 0.00158 0.00158 0.00158 0.00158

Class P-D shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0 0 0 0 0 0 0 0 0.00158 0 0 0 0.00158 0.00158

Class P-T shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) 0 0 0 0 0 0 0 0 0.00158 0 0 0 0.00158 0.00158

Class P-S shares

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Distribution paid (in dollars per share) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0.00158 $ 0 $ 0 $ 0 $ 0.00158 $ 0.00158

v3.24.1

Distributions - Schedule of Distribution Declared (Details) - USD ($)
$ in Thousands
3 Months Ended

May 02, 2022

Apr. 01, 2022

Mar. 01, 2022

Feb. 01, 2022

May 02, 2022

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Paid in Cash $ 24,716

Value of Shares Issued under DRP 7,486

Total $ 32,202

Pay Date # 1

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Paid in Cash $ 6,216

Value of Shares Issued under DRP 1,856

Total $ 8,072

Pay Date # 2

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Paid in Cash $ 5,712

Value of Shares Issued under DRP 1,720

Total $ 7,432

Pay Date # 3

Distribution Made to Limited Liability Company (LLC) Member [Line Items]

Paid in Cash $ 6,291 $ 6,497

Value of Shares Issued under DRP 1,935 1,975

Total $ 8,226 $ 8,472

v3.24.1

Distributions - Cash Distribution (Details)
$ in Thousands
5 Months Ended

May 18, 2022

USD ($)

Distributions Made to Members or Limited Partners [Abstract]

Cash from operations $ 0

Offering proceeds 30,891

Total cash distributions $ 30,891

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Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 01, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	000-55610
Entity Registrant Name	GREENBACKER RENEWABLE ENERGY COMPANY LLC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0872648
Entity Address, Address Line One	230 Park Avenue
Entity Address, Address Line Two	Suite 1560
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10169
City Area Code	646
Local Phone Number	720-9463
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		199,056,630
Entity Central Index Key	0001563922
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Public Float			$ 0
Class A Shares of Limited Liability Company Interests
Document Information [Line Items]
Title of 12(g) Security	Class A Shares of Limited Liability Company Interests
No Trading Symbol Flag	true
Class C Shares of Limited Liability Company Interests
Document Information [Line Items]
Title of 12(g) Security	Class C Shares of Limited Liability Company Interests
No Trading Symbol Flag	true
Class I Shares of Limited Liability Company Interests
Document Information [Line Items]
Title of 12(g) Security	Class I Shares of Limited Liability Company Interests
No Trading Symbol Flag	true

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Location	New York, New York
Auditor Name	KPMG LLP
Auditor Firm ID	185

Cover	12 Months Ended
Cover	Dec. 31, 2023
Cover [Abstract]
Documents Incorporated by Reference	The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the year ended December 31, 2023 (the “2024 Proxy Statement”). Portions of the Registrant’s 2024 Proxy Statement to be filed pursuant to Regulation 14A are incorporated herein by reference into Part III of this Form 10-K.

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 96,872,000	$ 143,224,000
Restricted cash, current	85,235,000	47,474,000
Accounts receivable	23,310,000	20,440,000
Derivative assets, current	24,062,000	24,447,000
Notes receivable, current	28,491,000	59,106,000
Other current assets	33,938,000	29,624,000
Total current assets	291,908,000	324,315,000
Noncurrent assets:
Restricted cash	5,568,000	0
Property, plant and equipment, net	2,133,877,000	1,889,706,000
Intangible assets, net	453,214,000	540,621,000
Goodwill	221,314,000	221,314,000
Investments, at fair value	94,878,000	92,554,000
Derivative assets	118,106,000	171,393,000
Other noncurrent assets	140,740,000	147,339,000
Total noncurrent assets	3,167,697,000	3,062,927,000
Total assets	3,459,605,000	3,387,242,000
Current liabilities:
Accounts payable and accrued expenses	79,288,000	50,702,000
Shareholder distributions payable	7,606,000	9,670,000
Contingent consideration, current	16,546,000	25,891,000
Current portion of long-term debt	82,855,000	95,870,000
Current portion of failed sale-leaseback financing	69,436,000	0
Redemptions payable	361,000	32,198,000
Other current liabilities	7,636,000	10,862,000
Total current liabilities	263,728,000	225,193,000
Noncurrent liabilities:
Long-term debt, net of current portion	935,397,000	850,760,000
Failed sale-leaseback financing, net of current portion	169,829,000	0
Contingent consideration	42,307,000	75,700,000
Derivative liabilities	5,833,000	0
Deferred tax liabilities, net	58,696,000	85,655,000
Operating lease liabilities	108,406,000	101,281,000
Out-of-market contracts, net	194,785,000	218,112,000
Other noncurrent liabilities	47,659,000	39,826,000
Total noncurrent liabilities	1,562,912,000	1,371,334,000
Total liabilities	1,826,640,000	1,596,527,000
Commitments and contingencies (Note 15. Commitments and Contingencies)
Equity:
Preferred shares, par value, $0.001 per share, 50,000 authorized; none issued and outstanding	0	0
Common shares, par value, $0.001 per share, 350,000 authorized, 197,749 and 198,044 outstanding as of 2023 and 2022, respectively	198,000	198,000
Additional paid-in capital	1,770,060,000	1,763,061,000
Accumulated deficit	(306,525,000)	(114,680,000)
Accumulated other comprehensive income	45,932,000	56,094,000
Noncontrolling interests	113,875,000	84,008,000
Total equity	1,623,540,000	1,788,681,000
Total liabilities, redeemable noncontrolling interests and equity	3,459,605,000	3,387,242,000
Redeemable noncontrolling interests
Noncurrent liabilities:
Redeemable equity	2,179,000	2,034,000
Redeemable common shares
Noncurrent liabilities:
Redeemable equity	1,000	0
Redeemable common shares, additional paid-in capital
Noncurrent liabilities:
Redeemable equity	$ 7,245,000	$ 0

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred shares, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred shares, shares authorized (in shares)	50,000,000	50,000,000
Preferred shares, shares issued (in shares)	0	0
Preferred shares, shares outstanding (in shares)	0	0
Common shares, par value (in dollars per share)	$ 0.001	$ 0.001
Common shares, shares authorized (in shares)	350,000,000	350,000,000
Common shares, shares outstanding (in shares)	197,749,000	198,044,000
Redeemable common shares
Redeemable common shares, par value (in dollars per share)	$ 0.001
Redeemable common shares, shares outstanding (in shares)	873,000	0

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Revenue
Total revenue	$ 100,492	$ 173,165
Operating expenses
Direct operating costs	55,889	105,586
General and administrative	45,442	60,014
Depreciation, amortization and accretion	39,149	125,743
Impairment of long-lived assets	0	59,294
Total operating expenses	140,480	350,637
Operating loss	(39,988)	(177,472)
Interest expense, net	(15,889)	(40,519)
Realized gain (loss) on interest rate swaps, net	(1,322)	2,428
Unrealized gain (loss) on interest rate swaps, net	(249)	17,763
Unrealized gain on investments, net	398	932
Other expense, net	(108)	(267)
Net loss before income taxes	(57,158)	(197,135)
Benefit from (provision for) income taxes	(3,005)	21,548
Net loss	(60,163)	(175,587)
Less: Net loss attributable to noncontrolling interests	(59,439)	(96,935)
Less: Net income attributable to redeemable noncontrolling interests	0	819
Net loss attributable to Greenbacker Renewable Energy Company LLC	$ (724)	$ (79,471)
Earnings per share
Basic (in dollars per share)	$ (0.00)	$ (0.40)
Net loss per share- diluted (in dollars per share)	$ (0.00)	$ (0.40)
Weighted average shares outstanding
Basic (in shares)	201,668	199,293
Diluted (in shares)	201,668	199,293
Energy revenue
Revenue
Total revenue	$ 101,596	$ 159,301
Investment Management revenue
Revenue
Total revenue	1,919	13,490
Other revenue
Revenue
Total revenue	7,506	8,434
Contract amortization, net
Revenue
Total revenue	$ (10,529)	$ (8,060)

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (60,163)	$ (175,587)
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on derivatives designated as cash flow hedges and changes in Other comprehensive (loss) income, net of tax	56,094	(10,162)
Total other comprehensive (loss) income, net of tax	56,094	(10,162)
Comprehensive loss	(4,069)	(185,749)
Less: Comprehensive loss attributable to noncontrolling interests	(59,439)	(96,935)
Less: Comprehensive gain attributable to redeemable noncontrolling interests	0	819
Comprehensive (loss) income attributable to Greenbacker Renewable Energy Company LLC	$ 55,370	$ (89,633)

Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Redeemable Common Shares, Common Class Earnout	Additional Paid-In-Capital, Redeemable Common Shares, Common Class Earnout	Common Class EO	Redeemable Common Shares, Class P-I Shares	Redeemable common shares	Additional Paid-In-Capital, Redeemable Common Shares, Class P-I Shares	Additional paid-in capital - redeemable common shares	Class P-I shares	Redeemable noncontrolling interests	GDEV	GDEV GP	Common Stock	Common Stock Common Class EO	Common Stock Class P-I shares	Additional paid-in capital	Additional paid-in capital Common Class EO	Additional paid-in capital Class P-I shares	Accumulated deficit	Accumulated deficit Common Class EO	Accumulated deficit Class P-I shares	Accumulated other comprehensive income	Noncontrolling interests	Noncontrolling interests GDEV	Noncontrolling interests GDEV GP
Redeemable noncontrolling interests, beginning balance at May. 18, 2022										$ 2,034
Redeemable common shares, ending balance (in shares) at Dec. 31, 2022						0
Redeemable noncontrolling interests, ending balance at Dec. 31, 2022						$ 0		$ 0		2,034
Beginning balance (in shares) at May. 18, 2022													177,455
Total equity, beginning balance at May. 18, 2022	$ 1,616,519												$ 177			$ 1,574,042			$ (30,480)			$ 0	$ 72,780
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consolidation											$ 45,446	$ 533												$ 45,446	$ 533
Deconsolidation of Greenbacker Development Opportunities Fund I, LP	$ (66,193)																		22				(66,215)
Issuance of common shares as consideration transferred for Acquisition (in shares)	24,393			0					24,393				24,393
Issuance of common shares as consideration transferred for Acquisition	$ 214,927												$ 25			214,902
Issuance of common shares under distribution reinvestment plan (in shares)	1,790			0					810				1,790
Issuance of common shares under distribution reinvestment plan	$ 15,647												$ 2			15,645
Repurchases of common shares (in shares)	(5,615)			0					(3,505)				(5,615)
Repurchases of common shares	$ (49,406)												$ (6)			(49,400)
Other capital activity (shares)													16
Other capital activity	1,098															968			130
Deferred sales commissions	(8,755)																		(8,755)
Shareholder distributions	(74,873)																		(74,873)
Other comprehensive income (loss), net of tax	56,094																					56,094
Contributions from noncontrolling interests, net	104,848																						104,848
Distributions to noncontrolling interests	(13,945)																						(13,945)
Shares-based compensation expense (in shares)													5
Share-based compensation expense	6,904															6,904
Net (loss) income	$ (60,163)																		(724)				(59,439)
Ending balance (in shares) at Dec. 31, 2022	198,044												198,044
Total equity, ending balance at Dec. 31, 2022	$ 1,788,681												$ 198			1,763,061			(114,680)			56,094	84,008
Increase (Decrease) in Temporary Equity [Roll Forward]
Shareholder distributions								4
Distributions to noncontrolling interests										(674)
Reclassifications of permanent equity to temporary equity (in shares)		131			742
Reclassifications of permanent equity to temporary equity			$ 1,085		$ 1		$ 6,156
Net (loss) income										819
Redeemable common shares, ending balance (in shares) at Dec. 31, 2023						873
Redeemable noncontrolling interests, ending balance at Dec. 31, 2023						$ 1		$ 7,245		$ 2,179
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares under distribution reinvestment plan (in shares)	2,636			0					1,180				2,636
Issuance of common shares under distribution reinvestment plan	$ 22,493												$ 3			22,490
Repurchases of common shares (in shares)	(5,811)			0					(2,741)				(5,811)
Repurchases of common shares	$ (50,883)												$ (6)			(50,877)
Proceeds from shares transferred (in shares)													1
Deferred sales commissions	(2,784)																		(2,784)
Shareholder distributions	(109,993)																		(109,993)
Other comprehensive income (loss), net of tax	(10,162)																					(10,162)
Contributions from noncontrolling interests, net	144,860																						144,860
Distributions to noncontrolling interests	(15,748)																						(15,748)
Buyout of noncontrolling interests	(864)															757							(1,621)
Earnout Share participation (in shares)													3,730
Earnout Share participation	32,790												$ 4			32,786
Shares-based compensation expense (in shares)													22
Share-based compensation expense	9,486															9,486
Reclassifications of permanent equity to temporary equity (in shares)														(131)	(742)
Reclassifications of permanent equity to temporary equity				$ (1,085)					$ (6,156)						$ (1)		$ (1,139)	$ (6,504)		$ 54	$ 349
Other noncontrolling interest activity	(689)																						(689)
Net (loss) income	$ (176,406)																		(79,471)				(96,935)
Ending balance (in shares) at Dec. 31, 2023	197,749												197,749
Total equity, ending balance at Dec. 31, 2023	$ 1,623,540												$ 198			$ 1,770,060			$ (306,525)			$ 45,932	$ 113,875

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Cash Flows from Operating Activities
Net loss	$ (60,163)	$ (175,587)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion	49,678	133,803
Impairment of long-lived assets	0	59,294
Share-based compensation expense	6,904	11,248
Changes in fair value of contingent consideration	2,100	(603)
Amortization of financing costs and debt discounts	2,476	6,711
Amortization of interest rate swap contracts	1,709	6,750
Change in fair value of interest rate swaps	249	(17,763)
Realized (gain) loss on interest rate swaps	1,322	(2,428)
Change in fair value of investments	(398)	(932)
Deferred income taxes	3,005	(21,548)
Other	1,553	5,743
Changes in operating assets and liabilities:
Accounts receivable	7,641	(2,959)
Current and noncurrent derivative assets	0	56,696
Other current and noncurrent assets	(5,209)	(10,661)
Accounts payable and accrued expenses	(2,723)	14,891
Operating lease liabilities	32	(1,290)
Other current and noncurrent liabilities	3,519	1,036
Net cash provided by operating activities	11,695	62,401
Cash Flows from Investing Activities
Purchases of property, plant and equipment	(393,257)	(360,650)
Deposits returned (paid) for property, plant and equipment, net	(16,450)	8,138
Purchases of investments	(34,801)	(5,298)
Sales of investments	0	3,906
Loans made to other parties	(48,238)	0
Receipts of notes receivable to other parties	17,467	30,725
Cash acquired from Acquisition and consolidation of GDEV, net	1,714	0
Proceeds from sale of investment in and deconsolidation of GDEV	5,467	0
Net cash used in investing activities	(468,098)	(323,179)
Cash Flows from Financing Activities
Shareholder distributions	(51,525)	(87,597)
Return of collateral paid for swap contract	11,827	1,735
Repurchases of common shares	(17,207)	(82,719)
Deferred sales commissions	(1,852)	(3,486)
Contributions from noncontrolling interests	104,550	144,895
Distributions to noncontrolling interests	(11,151)	(17,498)
Proceeds from borrowings	499,654	425,532
Payments on borrowings	(81,621)	(351,764)
Proceeds from failed sale-leaseback	0	240,969
Payments for loan origination costs	(12,167)	(11,447)
Other capital activity	1,144	(865)
Net cash provided by financing activities	441,652	257,755
Net decrease in Cash, cash equivalents and Restricted cash	(14,751)	(3,023)
Cash, cash equivalents and Restricted cash at beginning of period	108,062	190,698
Cash, cash equivalents and Restricted cash at end of period	$ 190,698	$ 187,675

Consolidated Statement of Operations (Parenthetical) $ in Millions	5 Months Ended
	May 18, 2022 USD ($)
Swap
Net realized losses on swap contracts	$ 0.7

Consolidated Statement of Changes in Net Assets - USD ($) shares in Thousands, $ in Thousands	5 Months Ended	7 Months Ended
	May 18, 2022	Dec. 31, 2022
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	165,384	177,455
Beginning balance	$ 1,439,310	$ 1,543,738
Proceeds from issuance of common shares, net (in shares)	11,925
Proceeds from issuance of common shares, net	$ 104,952
Issuance of common shares under distribution reinvestment plan (in shares)	865	1,790
Issuance of common shares under distribution reinvestment plan	$ 7,486	$ 15,647
Repurchases of common shares (in shares)	(719)	(5,615)
Repurchases of common shares	$ (6,263)	$ (49,406)
Offering costs	(229)
Deferred sales commissions	(93)
Shareholder distributions	(32,203)
Net investment loss	(4,886)
Net realized loss on investments	(2)
Net change in unrealized appreciation on investments	13,648
Net change in unrealized depreciation on foreign currency translation	(26)
Net change in unrealized appreciation on swap contracts	35,267
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts	$ (13,223)
Ending balance (in shares)	177,455
Ending balance	$ 1,543,738
Common stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	165,384	177,455
Beginning balance	$ 165	$ 177
Proceeds from issuance of common shares, net (in shares)	11,925
Proceeds from issuance of common shares, net	$ 12
Issuance of common shares under distribution reinvestment plan (in shares)	865	1,790
Issuance of common shares under distribution reinvestment plan	$ 1	$ 2
Repurchases of common shares (in shares)	(719)	(5,615)
Repurchases of common shares	$ (1)	$ (6)
Ending balance (in shares)	177,455
Ending balance	$ 177
Paid-in capital in excess of par value
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	1,468,108	1,574,042
Proceeds from issuance of common shares, net	104,940
Issuance of common shares under distribution reinvestment plan	7,485	15,645
Repurchases of common shares	(6,262)	(49,400)
Offering costs	(229)
Ending balance	1,574,042
Accumulated deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(134,629)	(171,811)
Deferred sales commissions	(93)
Shareholder distributions	(32,203)
Net investment loss	(4,886)
Ending balance	(171,811)
Accumulated net realized gain on investments
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	18,112	18,110
Net realized loss on investments	(2)
Ending balance	18,110
Accumulated unrealized appreciation (depreciation) on investments, net of deferred taxes
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	93,894	94,319
Net change in unrealized appreciation on investments	13,648
(Provision for) benefit from income taxes on realized and unrealized gain (loss) on investments, foreign currency translation and swap contracts	(13,223)
Ending balance	94,319
Accumulated unrealized appreciation (depreciation) on foreign currency translation
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(98)	(124)
Net change in unrealized depreciation on foreign currency translation	(26)
Ending balance	(124)
Accumulated unrealized appreciation (depreciation) on swap contracts
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(6,242)	$ 29,025
Net change in unrealized appreciation on swap contracts	35,267
Ending balance	$ 29,025

Consolidated Statement of Cash Flows $ in Thousands	5 Months Ended
Consolidated Statement of Cash Flows $ in Thousands	May 18, 2022 USD ($)
Operating activities:
Net loss	$ 30,777
Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities:
Amortization of financing costs and debt discounts	520
Gross funding of new or existing investments	(339,424)
Return of capital	210,520
Proceeds from principal payments and sales of investments	12,325
Sales of money market funds, net	52,101
Net realized loss on investments	2
Net change in unrealized (appreciation) on investments	(13,648)
Net change in unrealized depreciation on foreign currency translation	26
Net change in unrealized (appreciation) on swap contracts	(35,265)
Deferred tax expense	8,908
(Increase) decrease in other assets:
Receivable for investments sold	70
Receivable for return of capital	(498)
Dividend receivable	(1,320)
Other assets	821
Increase (decrease) in other liabilities:
Payable for investments purchased	324
Management fee payable	(861)
Performance participation fee payable	(2,975)
Accounts payable and accrued expenses	5,932
Net cash provided by operating activities	(71,665)
Financing activities:
Paydowns on credit facility and term note	(1,267)
Proceeds from issuance of common shares, net	105,248
Distributions paid	(30,891)
Offering costs	(809)
Deferred sales commission	(661)
Repurchases of common shares	(13,756)
Net cash provided by financing activities	57,864
Net decrease in Cash, cash equivalents and Restricted cash	(13,801)
Cash, cash equivalents and Restricted cash at beginning of period	121,863
Cash, cash equivalents and Restricted cash at end of period	108,062
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	72,110
Restricted cash	35,952
Total cash, cash equivalents and restricted cash	108,062
Supplemental disclosure of cash flow information:
Cash interest paid during the period	532
Due to GCM for offering costs	28
Deferred sales commission payable	$ 4,059

Organization and Operations of the Company	12 Months Ended
Organization and Operations of the Company	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations of the Company	Note 1. Organization and Operations of the Company Organization Greenbacker Renewable Energy Company LLC (the “Company”) is a Delaware limited liability company formed in December 2012. The Company is an energy transition, renewable energy and investment management company that acquires, constructs and operates renewable energy and energy efficiency projects, as well as finances the construction and/or operation of these and other sustainable development projects and businesses and provides through GCM investment management services to funds within the sustainable infrastructure and renewable energy industry. As of December 31, 2023, the Company’s fleet comprised 435 renewable energy projects with an aggregate power production capacity of approximately 3.3 GW, which includes operating capacity of approximately 1.5 GW and pre-operational capacity of approximately 1.8 GW. As of December 31, 2023, GCM serves as the registered investment adviser of four funds in the sustainable and renewable energy industry. The Company conducts substantially all its operations through its wholly owned subsidiary, GREC. Until May 19, 2022, the Company was externally managed by GCM. As of and after May 19, 2022, the Company operates as a fully integrated and internally managed company after acquiring GCM and several other related entities, which are now wholly owned subsidiaries of GREC. The Company’s fiscal year-end is December 31. The Company previously conducted continuous public offerings of Class A, C, and I shares of limited liability company interests, along with Class A, C, and I shares pursuant to the Company’s DRP. The public offerings were initially commenced in August 2013 and terminated March 29, 2019, raising a total of $253.4 million. The Company also privately offered Class P-A, P-I, P-D, P-T and P-S shares. These private offerings were conducted between April 2016 and March 16, 2022, raising a total of $1.4 billion. The Company currently offers the DRP pursuant to which shareholders may elect to have the full amount of cash distributions reinvested in additional shares. The Company offered the SRP pursuant to which quarterly share repurchases were conducted to allow shareholders to sell shares back to the Company. On September 23, 2023, the Company suspended the SRP (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder). Management Internalization On May 19, 2022, the Company completed the Acquisition pursuant to which it acquired substantially all of the business and assets, including intellectual property and personnel of its external advisor, GCM, an investment management and energy transition, renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act, Greenbacker Administration and certain other affiliated companies. All of the acquired businesses and assets were immediately thereafter contributed by the Company to GREC. As a result of the Acquisition, the Company operates as a fully integrated and internally managed company with its own dedicated executive management team and other employees to manage its business and operations. The Company now operates with the capabilities of both an actively managed owner-operator of sustainable infrastructure and renewable energy businesses and as an active third-party investment manager of other funds within the sustainable infrastructure and renewable energy industry. Refer to Note 3. Acquisitions for further details. Organization and Operations of the LLC For a detailed description, refer to Note 1. Organization and Operations of the Company as included in the Notes to the Consolidated Financial Statements as included in the Non-Investment Basis section of Item 8 of this Annual Report. Prior to May 19, 2022, the LLC was externally managed and is an energy company that acquires, constructs and operates renewable energy and energy efficiency projects as well as finances the construction and/or operation of these and other sustainable development projects and businesses. The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC. GREC is a Maryland corporation formed in November 2011, and the LLC currently holds all the outstanding shares of capital stock of GREC. GREC HoldCo, a wholly owned subsidiary of GREC, was formed in Delaware in June 2016. GREC Administration LLC and Danforth Shared Services LLC, both wholly owned subsidiaries of GREC, were formed in Delaware in January 2020 and May 2019, respectively. The consolidated financial results of the LLC have historically included the results of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, and GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to LLC and its subsidiaries. As of and prior to May 18, 2022, the use of “we”, “us”, and “our” refer, collectively to the LLC, GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC, unless otherwise expressly stated or context otherwise requires. The LLC was externally managed and advised by GCM, a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. GCM was acquired by the LLC as part of the Acquisition on May 19, 2022.

Variable Interest Entities	12 Months Ended
Variable Interest Entities	Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]
Variable Interest Entities	Note 5. Variable Interest Entities Consolidated Variable Interest Entities The Company assesses entities for consolidation in accordance with ASC 810 and consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. The Company did not recognize any gain or loss on the initial consolidation of any of its VIEs. The Company through various wholly owned subsidiaries, is the managing member in 15 tax equity partnerships where the other members are Tax Equity Investors under tax equity financing facilities. Tax Equity Investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies and utility affiliates that use these investments to reduce future tax liabilities. Refer to Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests for further discussion. These entities generate income through renewable energy and sustainable development projects primarily within North America. The entities represent a diversified portfolio of income-producing renewable energy power facilities that sell long-term electricity contracts to offtakers with high credit quality, such as utilities, municipalities, and corporations. The Company has determined that these tax equity partnerships are VIEs. Additionally, through its role as managing member of these VIEs, the Company has the power to direct the activities that most significantly impact the economic performance of these VIEs. In addition, the Company has the obligation to absorb losses or the right to receive benefits that could potentially be more than insignificant to the VIEs. As of December 31, 2023 and 2022, the Company consolidated each tax equity partnership for which it is the managing member and considered the primary beneficiary. As of December 31, 2023, the assets and liabilities of the consolidated tax equity partnerships totaled approximately $1.5 billion and $283.4 million, respectively. As of December 31, 2022, the assets and liabilities of the consolidated tax equity partnerships totaled approximately $1.3 billion and $215.3 million, respectively. The assets largely consisted of property, plant and equipment, and the liabilities primarily consisted of out-of-market contracts. Unconsolidated Variable Interest Entities Prior to the sale of GREC’s interest in GDEV on November 18, 2022, GDEV was a consolidated subsidiary of the Company. In October 2020, GDEV was launched to make private equity and development capital investments in the sustainable infrastructure industry. Prior to the Acquisition, GREC made a direct equity investment in GDEV. As the initial investor, GREC was awarded a 10.00% carried interest participation in GDEV GP, GDEV’s general partner. The amended and restated limited partnership agreement of GDEV provide for a 20.00% carried interest over an 8.00% hurdle, subject to side letter agreements. On May 19, 2022, in conjunction with the Acquisition and specifically the acquisition of a 75.00% equity interest stake in GDEV GP, the Company assumed GDEV GP's additional commitment to GDEV and gained control over GDEV GP under the voting interest model. Additionally, the Company, through GDEV GP’s role as general partner of the GDEV partnership, assumed operational control over GDEV. As a result, the Company has determined that GDEV is a VIE. Prior to the transaction, GREC had an equity interest of approximately 7.37% in GDEV (fair value of approximately $3.8 million as of May 19, 2022). As a result of the acquisition of 75.00% of the equity interests in GDEV GP, the Company acquired an additional 2.80% equity interest in GDEV (fair value of approximately $1.4 million as of May 19, 2022). Additionally, certain officers and other members of management of the Company had prior to the Acquisition and still have an aggregate equity interest of less than 1.00% in GDEV, and an employee of the Company holds the remaining 25.00% of the equity interest in GDEV GP. As a result of GDEV GP’s control over GDEV, in combination with the resulting equity interest the Company and its officers and management had in GDEV, the Company previously determined that it was the primary beneficiary of GDEV. As a result, the results of operations of GDEV were consolidated. As previously discussed in Note 2. Significant Accounting Policies, GDEV presents its stand-alone financial statements in accordance with ASC 946. In accordance with ASC 946, when a company that follows ASC 946 is consolidated into financial statements of a company that does not follow ASC 946, the results of operations and statement of position of the investment company shall continue to be presented in accordance with ASC 946. As such, the results of operations and statement of position of GDEV were presented in accordance with ASC 946. On November 18, 2022, GREC sold its investment in GDEV to an unrelated third party. As of December 31, 2023, GDEV GP held 2.80% of the interests in GDEV. The Company has determined that it is no longer the primary beneficiary of GDEV. Therefore, the Company no longer consolidates GDEV. See Note 2. Significant Accounting Policies for additional information on the deconsolidation. After the deconsolidation, management has determined that the Company can still exert significant influence over operating and financial policies because of its ownership of GDEV GP. Accordingly, the Company accounts for its investment in GDEV as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as a result of its involvement with GDEV is equal to $3.3 million, which is the sum of the Company’s existing investment in GDEV and the remaining commitments to GDEV, less the portion attributable to the noncontrolling interest in GDEV GP. On November 15, 2022, the Company, through its majority-owned subsidiary GDEV GP II, made an investment in GDEV II totaling $0.7 million. The Company has determined that GDEV II is a VIE but that it is not the primary beneficiary. Therefore, the Company does not consolidate GDEV II. The Company can exert significant influence over operating and financial policies because of its ownership of GDEV GP II, GDEV II’s general partner. Accordingly, GDEV GP II, which is a consolidated subsidiary of the Company, accounted for its investment in GDEV II as an equity method investment and elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as a result of its involvement with GDEV II is $2.7 million, which is GDEV GP II’s total capital commitment to GDEV II, less the portion of the capital commitment attributable to the noncontrolling interest in GDEV GP II. During February 2016, Aurora Solar was formed to develop, construct, own, finance, and operate a portfolio of 19 solar projects. As of December 31, 2023, the Company’s investment represented approximately 49.00% of Aurora Solar’s issued and outstanding common shares. The Company determined that Aurora Solar is a VIE but that it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact Aurora Solar. The Company can exert significant influence over operating and financial policies because of its ownership interest in Aurora Solar. Accordingly, the Company accounts for its investment in the common shares of Aurora Solar as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss is equal to the value of its investment in Aurora Solar. During September 2021, OYA, previously OYA Solar, was formed. As of December 31, 2023, the Company’s investment represented 50.00% of OYA’s issued and outstanding equity shares. The Company determined that OYA is a VIE but that it is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact OYA. The Company can exert significant influence over operating and financial policies because of its ownership interest in OYA. Accordingly, the Company accounts for its investment in the preferred shares of OYA as an equity method investment and has elected the fair value option as management deems fair value to be more relevant than historical cost. The Company’s maximum exposure to loss as of December 31, 2023, includes the current value of its investment in OYA and the guaranteed amounts discussed in the following paragraphs. Pursuant to the amended and restated limited liability company agreement of OYA, the other 50.00% member has indemnified the Company against any draws or demands under these guarantees. The Company is not able to quantify its exposure to loss as a result of certain of these guarantees as noted below. Since the Company has elected the fair value option to account for its investment in the preferred shares of OYA, the Company is also required to measure all of its other financial interests in OYA at fair value, including these guarantees. As of December 31, 2023 and 2022, the fair value of the guarantees is included within the fair value of the investment. On October 26, 2023, OYA, an unconsolidated investment of the Company, sold the membership interests in nine of its underlying projects. The Company received proceeds of $3.7 million as a result of this sale pursuant to a sale proceeds sharing agreement between the Company, OYA’s parent company, and other financing parties. The impact of this sale was taken into consideration in determining the fair value of the Company’s investment in OYA as of December 31, 2023. Four subsidiaries of OYA have entered into tax equity partnerships with investor members. The Company, along with the parent company of the other 50.00% member of OYA, provided guarantees to the tax equity investor members in three of these partnerships for the payment and performance of all obligations of these subsidiaries under the partnership documents as well as affiliate contracts. In October 2023, in association with the sale of certain projects, two of these arrangements were terminated prior to the tax equity investor’s making any capital contributions, resulting in the termination of the associated guarantees. Under the third guarantee, the maximum potential amount of future payments (undiscounted) that the Company could be required to make under the guarantee is $18.8 million, with certain exceptions in which case the limit would not apply. The guarantee will remain in full force and effect until: (1) the termination of the limited liability company agreement of the tax equity partnership, (2) the transfer of the tax equity investor members’ membership interests, and/or (3) the obligations under the guarantee are performed in full, depending on the specific terms of the guarantee. In addition, certain subsidiaries of OYA have entered into two separate financing agreements with certain financial institutions. The Company has provided guarantees of certain obligations under the loan agreements upon the occurrence and continuance of a trigger event. The parent company of the other 50.00% member of OYA has also provided a guarantee to the financial institutions, and the Company is only obligated to perform in the event that the parent company of the other 50.00% member fails to perform under its guarantees. The guarantees do not have maximum liability amounts, and therefore, the Company is not able to quantify the maximum potential amount of future payments (undiscounted) that the Company could be required to make under these guarantees. The subsidiaries of OYA currently have outstanding loans with a principal amount of $33.4 million as of December 31, 2023. The guarantees are expected to terminate on the maturity dates of the loans in 2028 and 2029. On August 22, 2023, the Company provided an additional guarantee to one of the financial institutions in which the Company agreed to fund remaining construction costs for certain underlying projects in the maximum amount of $18.2 million as well as excess construction loans upon term conversion in the maximum amount of $1.2 million. On October 4, 2023, the Company funded $1.2 million of construction costs pursuant to a call under this guarantee. The Company recovered $1.0 million of this amount through the sale of nine of the projects previously owned by OYA on October 26, 2023. The inflows and outflows associated with this guarantee are incorporated in the valuation of the investment. In association with the sale, this guarantee was terminated.

Noncontrolling Interests and Redeemable Noncontrolling Interests	12 Months Ended
	Dec. 31, 2023
Noncontrolling Interest [Abstract]
Noncontrolling Interests and Redeemable Noncontrolling Interests	Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests NCI represents the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to the Company. For accounting purposes, the holders of NCI of consolidated subsidiaries of the Company include Tax Equity Investors under the tax equity financing facilities as well as the NCI in GDEV GP and GDEV GP II, which are held by an employee of the Company, and GDEV, which NCI was held by other limited partners of the partnership prior to the deconsolidation event on November 18, 2022. Tax Equity Investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies and utility affiliates that use these investments to reduce future tax liabilities. Depending on the arrangement, until the Tax Equity Investors achieve their agreed-upon rate of return, they are entitled to a portion of the applicable project’s operating cash flow as well as substantially all of the project’s investment tax credits, accelerated depreciation and taxable income or loss. Typically, tax equity financing transactions are structured so that the Tax Equity Investors reach their target return between five and 10 years after the applicable project achieves commercial operation. The Company has determined that the contractual arrangements with Tax Equity Investors represent substantive profit-sharing arrangements and that income or loss should be attributed to these NCIs in each period using a balance sheet approach referred to as the HLBV method. As of December 31, 2023, RNCI attributable to Tax Equity Investors after adjusting the carrying amount to the redemption value was $2.2 million, and nonredeemable NCI attributable to Tax Equity Investors was $113.7 million. As of December 31, 2022, RNCI attributable to Tax Equity Investors after adjusting the carrying amount to the redemption value was $2.0 million, and nonredeemable NCI attributable to Tax Equity Investors was $83.3 million. Net loss attributable to noncontrolling interests for Tax Equity Investors was $95.7 million and $60.7 million for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022, respectively. For the year ended December 31, 2023, contributions from Tax Equity Investors, net of syndication costs of $7.1 million, totaled $144.7 million, all of which was received in the period, and distributions to Tax Equity Investors totaled $17.0 million, of which $14.7 million was paid in the period. For the period from May 19, 2022 through December 31, 2022, contributions from Tax Equity Investors net of syndication costs totaled $82.7 million, all of which were received in the period, and distributions to Tax Equity Investors totaled $11.4 million, of which $8.6 million was paid in the period. The Company allocates income and loss to the NCI in GDEV GP based on the contractual allocations within the GDEV GP operating agreement. As of December 31, 2023 and 2022, the NCI attributable to the GDEV GP was not material and $0.5 million, respectively. Net income (loss) attributable to noncontrolling interests at GDEV GP for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was not material. The Company allocates income and loss to the NCI in GDEV GP II based on the contractual allocations within the GDEV GP II operating agreement. As of December 31, 2023 and 2022, the NCI attributable to the GDEV GP II was not material. Net income (loss) attributable to noncontrolling interests at GDEV GP II for the year ended December 31, 2023 and the period from May 19, 2022 through December 31, 2022 was not material. The noncontrolling interests in GDEV represented the component of equity held by limited partners, excluding the equity held by the Company, prior to the deconsolidation of GDEV on November 18, 2022 as discussed in Note 5. Variable Interest Entities. The portion of the net investment gains (losses) of GDEV attributable to the limited partner investors was allocated to noncontrolling interests prior to the deconsolidation. Net income attributable to noncontrolling interests at GDEV was $1.2 million for the period from May 19, 2022 through November 17, 2022. For the period from May 19, 2022 through November 17, 2022, contributions from the GDEV limited partners totaled $22.2 million, of which $22.2 million was received in the respective period. For the period from May 19, 2022 through November 17, 2022, distributions to the limited partners totaled $2.6 million, all of which were paid in the respective period. As a result of the deconsolidation event on November 18, 2022, there was no NCI attributable to GDEV investors as of December 31, 2023 or 2022. As of December 31, 2023 and 2022, NCI attributable to other noncontrolling interest was $0.2 million and $0.2 million, respectively.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 22. Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before the financial statements are issued and has determined that there were no subsequent events requiring adjustment or disclosure in the Consolidated Financial Statements, except as described below: On January 17, 2024, the Company filed a registration statement on Form S-3 (File No. 333-276532) offering up to $20.0 million in Class A, C and I shares to its existing Class A, C, and I shareholders pursuant to the Third Amended and Restated DRP, which allows existing holders of shares to elect to have the full amount of their cash distributions from the Company reinvested in additional shares of the same share class rather than receive the cash distributions. Subsequently, on February 26, 2024, the Company filed Post-Effective Amendment No. 2 to Form S-3 on Form S-1 (File No. 333-251021) deregistering its previously effective registration statement offering shares pursuant to the Third Amended and Restated DRP. The Company ceased offering the shares under the previously effective registration statement on January 17, 2024, which is the effective date of the Company’s new registration statement on Form S-3. The Company accepted aggregate gross proceeds of $19.6 million under the previously effective registration statement and deregistered the remaining $0.4 million from the offering. On January 22, 2024, the Company borrowed $13.6 million under its GREC Warehouse Holdings I LLC revolving credit facility. On January 23, 2024, the Company amended the Dogwood GB Manager LLC loan agreement to decrease the maximum commitment amount from $90.6 million to $58.7 million. On February 8, 2024, the Company filed a registration statement on Form S-8 (File No. 333-276944), registering 8,469,497 Class P-I shares to be offered to participants pursuant to the 2023 Equity Incentive Plan. On February 9, 2024, the Company terminated one deal contingent swap and received consideration of $47.2 million. On February 29, 2024, the Company entered into a sale-leaseback arrangement related to a wind asset with an initial lease term of 20 years for total cash proceeds of $111.5 million. The Company utilized the proceeds to pay down $32.9 million of existing debt for GB Wind Holdco LLC. In accordance with the lease agreements, the Company has two early buyout options in 2029 and 2033. As part of the arrangement, the Company will still operate and earn revenues from the facilities throughout the lease term while the lessor will be entitled to all available tax credits. As part of the sale-leaseback transaction, the Company entered into a tax indemnity agreement. On March 8, 2024, the Company received tax equity funding of $5.7 million.

Organization and Operations of the LLC	12 Months Ended
Organization and Operations of the LLC	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations of the LLC	Note 1. Organization and Operations of the Company Organization Greenbacker Renewable Energy Company LLC (the “Company”) is a Delaware limited liability company formed in December 2012. The Company is an energy transition, renewable energy and investment management company that acquires, constructs and operates renewable energy and energy efficiency projects, as well as finances the construction and/or operation of these and other sustainable development projects and businesses and provides through GCM investment management services to funds within the sustainable infrastructure and renewable energy industry. As of December 31, 2023, the Company’s fleet comprised 435 renewable energy projects with an aggregate power production capacity of approximately 3.3 GW, which includes operating capacity of approximately 1.5 GW and pre-operational capacity of approximately 1.8 GW. As of December 31, 2023, GCM serves as the registered investment adviser of four funds in the sustainable and renewable energy industry. The Company conducts substantially all its operations through its wholly owned subsidiary, GREC. Until May 19, 2022, the Company was externally managed by GCM. As of and after May 19, 2022, the Company operates as a fully integrated and internally managed company after acquiring GCM and several other related entities, which are now wholly owned subsidiaries of GREC. The Company’s fiscal year-end is December 31. The Company previously conducted continuous public offerings of Class A, C, and I shares of limited liability company interests, along with Class A, C, and I shares pursuant to the Company’s DRP. The public offerings were initially commenced in August 2013 and terminated March 29, 2019, raising a total of $253.4 million. The Company also privately offered Class P-A, P-I, P-D, P-T and P-S shares. These private offerings were conducted between April 2016 and March 16, 2022, raising a total of $1.4 billion. The Company currently offers the DRP pursuant to which shareholders may elect to have the full amount of cash distributions reinvested in additional shares. The Company offered the SRP pursuant to which quarterly share repurchases were conducted to allow shareholders to sell shares back to the Company. On September 23, 2023, the Company suspended the SRP (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder). Management Internalization On May 19, 2022, the Company completed the Acquisition pursuant to which it acquired substantially all of the business and assets, including intellectual property and personnel of its external advisor, GCM, an investment management and energy transition, renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act, Greenbacker Administration and certain other affiliated companies. All of the acquired businesses and assets were immediately thereafter contributed by the Company to GREC. As a result of the Acquisition, the Company operates as a fully integrated and internally managed company with its own dedicated executive management team and other employees to manage its business and operations. The Company now operates with the capabilities of both an actively managed owner-operator of sustainable infrastructure and renewable energy businesses and as an active third-party investment manager of other funds within the sustainable infrastructure and renewable energy industry. Refer to Note 3. Acquisitions for further details. Organization and Operations of the LLC For a detailed description, refer to Note 1. Organization and Operations of the Company as included in the Notes to the Consolidated Financial Statements as included in the Non-Investment Basis section of Item 8 of this Annual Report. Prior to May 19, 2022, the LLC was externally managed and is an energy company that acquires, constructs and operates renewable energy and energy efficiency projects as well as finances the construction and/or operation of these and other sustainable development projects and businesses. The LLC conducts substantially all its operations through its wholly owned subsidiary, GREC. GREC is a Maryland corporation formed in November 2011, and the LLC currently holds all the outstanding shares of capital stock of GREC. GREC HoldCo, a wholly owned subsidiary of GREC, was formed in Delaware in June 2016. GREC Administration LLC and Danforth Shared Services LLC, both wholly owned subsidiaries of GREC, were formed in Delaware in January 2020 and May 2019, respectively. The consolidated financial results of the LLC have historically included the results of the LLC and its consolidated subsidiaries, GREC, GREC HoldCo, and GREC Administration LLC and Danforth Shared Services LLC, both of which provide administrative services to LLC and its subsidiaries. As of and prior to May 18, 2022, the use of “we”, “us”, and “our” refer, collectively to the LLC, GREC, GREC HoldCo, GREC Administration LLC, and Danforth Shared Services LLC, unless otherwise expressly stated or context otherwise requires. The LLC was externally managed and advised by GCM, a renewable energy, energy efficiency and sustainability-related project acquisition, consulting and development company that is registered as an investment adviser under the Advisers Act. GCM was acquired by the LLC as part of the Acquisition on May 19, 2022.

Organization and Operations of the Company (Details) $ in Millions	68 Months Ended	72 Months Ended
	Mar. 29, 2019 USD ($)	Mar. 16, 2022 USD ($)	Dec. 31, 2023 project fund GW
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of projects \| project			435
Production capacity (in gigawatt)			3.3
Production capacity, operational			1.5
Production capacity, pre-operational			1.8
Number of funds in renewable energy industry \| fund			4
Public Offering
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Dollar value of shares offering \| $	$ 253.4
Private Placement
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Dollar value of shares offering \| $		$ 1,400.0

Significant Accounting Policies - Narrative (Details) $ in Thousands		7 Months Ended	12 Months Ended
	Nov. 18, 2022 USD ($)	Dec. 31, 2022 USD ($) jurisdiction	Dec. 31, 2023 USD ($) segment jurisdiction	May 19, 2022 USD ($)	May 18, 2022 jurisdiction	Jan. 01, 2022 USD ($)
Concentration Risk [Line Items]
Operating lease assets		$ 102,595	$ 108,606	$ 95,100		$ 200
Operating lease liabilities, current		2,193	2,262	1,200
Operating lease liabilities, noncurrent		101,281	108,406	93,500
Impairment of long-lived assets		0	59,294
Notes receivable loss reserves		0	2,000
Unamortized debt discount				$ 29,600
Contingent consideration, current		$ 25,891	$ 16,546
Number of operating segments \| segment			2
Number of reportable segments \| segment			2
Deferred sales commission, per annum fee percent		0.85%	0.85%
Deferred sales commission, monthly fee percent		0.07%	0.07%
Deferred sales commission		$ 11,000	$ 10,300
Deferred sales commission, current		3,700	3,500
Deferred sales commission, noncurrent		$ 7,300	$ 6,800
Number of jurisdictions in which the Company operates \| jurisdiction		36	36		36
Total operating lease liabilities		$ 103,474	$ 110,668			$ 200
Energy revenue \| Minimum
Concentration Risk [Line Items]
Term of contract (in years)			10 years
Energy revenue \| Maximum
Concentration Risk [Line Items]
Term of contract (in years)			30 years
Manufacturing Facility
Concentration Risk [Line Items]
Impairment of long-lived assets			$ 7,300
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| GDEV
Concentration Risk [Line Items]
Total purchase consideration	$ 5,700
Realized gain on sale of investment	$ 300
One Customer \| Revenue Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage		11.80%
One Customer \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage			24.40%

Significant Accounting Policies - Impact of Sale and Deconsolidation on Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Nov. 18, 2022	May 19, 2022	May 18, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 96,872	$ 143,224			$ 72,110
Other current assets	33,938	29,624		$ 103,875
Total current assets	291,908	324,315		309,324
Noncurrent assets:
Investments, at fair value	94,878	92,554		90,425
Total noncurrent assets	3,167,697	3,062,927		2,233,704
Total assets	3,459,605	3,387,242		2,543,028
Current liabilities:
Other current liabilities	7,636	10,862		67,618
Total current liabilities	263,728	225,193		127,140
Total liabilities	1,826,640	1,596,527		924,474
Equity:
Total members’ equity (net assets)				1,543,740	1,543,738	$ 1,439,310
Accumulated deficit	(306,525)	(114,680)
Total equity	1,623,540	1,788,681		$ 1,618,554	$ 1,616,519
Total liabilities, redeemable noncontrolling interests and equity	$ 3,459,605	$ 3,387,242
GDEV
Current assets:
Cash and cash equivalents			$ 5,658
Other current assets			248
Total current assets			5,906
Noncurrent assets:
Investments, at fair value			1,974
Total noncurrent assets			1,974
Total assets			7,880
Current liabilities:
Other current liabilities			0
Total current liabilities			0
Total liabilities			0
Equity:
Total members’ equity (net assets)			7,594
Accumulated deficit			286
Noncontrolling interests			0
Total equity			7,880
Total liabilities, redeemable noncontrolling interests and equity			7,880
GDEV \| Balances Prior to Deconsolidation
Current assets:
Cash and cash equivalents			191
Other current assets			84
Total current assets			275
Noncurrent assets:
Investments, at fair value			73,632
Total noncurrent assets			73,632
Total assets			73,907
Current liabilities:
Other current liabilities			120
Total current liabilities			120
Total liabilities			120
Equity:
Total members’ equity (net assets)			7,594
Accumulated deficit			(22)
Noncontrolling interests			66,215
Total equity			73,787
Total liabilities, redeemable noncontrolling interests and equity			73,907
GDEV \| Impact of Sale and Deconsolidation
Current assets:
Cash and cash equivalents			5,467
Other current assets			164
Total current assets			5,631
Noncurrent assets:
Investments, at fair value			(71,658)
Total noncurrent assets			(71,658)
Total assets			(66,027)
Current liabilities:
Other current liabilities			(120)
Total current liabilities			(120)
Total liabilities			(120)
Equity:
Total members’ equity (net assets)			0
Accumulated deficit			308
Noncontrolling interests			(66,215)
Total equity			(65,907)
Total liabilities, redeemable noncontrolling interests and equity			$ (66,027)

Significant Accounting Policies - Useful Lives of Property, Plant, and Equipment, net (Details)	Dec. 31, 2023
Solar energy systems
Property, Plant and Equipment [Line Items]
Useful Lives (Years)	35 years
Wind energy systems
Property, Plant and Equipment [Line Items]
Useful Lives (Years)	30 years
Battery storage systems
Property, Plant and Equipment [Line Items]
Useful Lives (Years)	10 years

Acquisitions - Narrative (Details)			1 Months Ended	5 Months Ended	7 Months Ended	12 Months Ended		19 Months Ended
Acquisitions - Narrative (Details)	May 19, 2022 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares shares	May 18, 2022 USD ($)	Dec. 31, 2022 USD ($) project $ / shares	Dec. 31, 2023 USD ($) tranche project $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2023 USD ($) tranche $ / shares shares
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares			$ 0.001		$ 0.001	$ 0.001	$ 0.001	$ 0.001
Contingent consideration			$ 75,700,000		$ 75,700,000	$ 42,307,000	$ 75,700,000	$ 42,307,000
Change in fair value of contingent consideration					2,100,000	(603,000)
Reclassification of participating Earnout Shares						32,790,000
Total change in contingent consideration						33,400,000
Goodwill			221,314,000		221,314,000	221,314,000	221,314,000	221,314,000
Goodwill expected to be tax deductible	$ 0
Transaction costs					7,593,000	3,388,000
Compensation expense on carried interest					400,000	900,000
Contingent consideration, current			25,891,000		25,891,000	$ 16,546,000	25,891,000	16,546,000
Class P-I shares
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares	$ 0.001
Common Class EO
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares	$ 0.001
Common Class B EO \| Tranche 3 Earnout Shares \| Minimum
Business Acquisition [Line Items]
Award vesting period (in years)						1 year
Common Class B EO \| Tranche 3 Earnout Shares \| Median
Business Acquisition [Line Items]
Award vesting period (in years)						2 years
Common Class B EO \| Tranche 3 Earnout Shares \| Maximum
Business Acquisition [Line Items]
Award vesting period (in years)						3 years
Acquired Entities
Business Acquisition [Line Items]
Equity consideration	$ 214,927,000
Total purchase consideration	294,083,000					$ 335,000,000
Contingent consideration	73,600,000		$ 75,700,000		75,700,000	$ 42,300,000	75,700,000	$ 42,300,000
Goodwill	221,314,000
Transaction costs				$ 2,600,000	$ 800,000		$ 3,400,000
Acquired Entities \| IPP
Business Acquisition [Line Items]
Goodwill	200,300,000
Acquired Entities \| IM
Business Acquisition [Line Items]
Goodwill	$ 21,000,000
Acquired Entities \| Class P-I shares
Business Acquisition [Line Items]
Equity consideration (in shares) \| shares	24,400,000		27,900					24,400,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.001
Equity consideration, share price (in dollars per share) \| $ / shares	$ 8.81	$ 8.798
Equity consideration		$ 214,400,000	$ 200,000
Total purchase consideration	$ 214,700,000
Acquired Entities \| Common Class EO
Business Acquisition [Line Items]
Common shares, par value (in dollars per share) \| $ / shares	$ 0.001
Earnout shares (in shares) \| shares	13,100,000
Acquired Entities \| Common Class EO \| Tranche 1 Earnout Shares
Business Acquisition [Line Items]
Earnout shares (in shares) \| shares	4,400,000
Acquired Entities \| Common Class EO \| Tranche 1 Earnout Shares \| Conversion to participating shares, threshold one
Business Acquisition [Line Items]
Earnout shares (in shares) \| shares	2,900,000					3,700,000
Calendar quarter Run Rate Revenue threshold	$ 8,300,000
Maximum amount of that achieve the status of Participating Earnout Shares						$ 12,500,000
Acquired Entities \| Common Class EO \| Tranche 1 Earnout Shares \| Conversion to participating shares, threshold two
Business Acquisition [Line Items]
Calendar quarter Run Rate Revenue threshold	$ 12,500,000
Percentage that achieves the status of Participating Earnout Shares	100.00%
Acquired Entities \| Common Class EO \| Tranche 2 Earnout Shares
Business Acquisition [Line Items]
Earnout shares (in shares) \| shares	4,400,000
Acquired Entities \| Common Class EO \| Tranche 2 Earnout Shares \| Conversion to participating shares, threshold one
Business Acquisition [Line Items]
Earnout shares (in shares) \| shares	2,900,000
Calendar quarter Run Rate Revenue threshold	$ 16,700,000
Maximum amount of that achieve the status of Participating Earnout Shares	25,000,000
Acquired Entities \| Common Class EO \| Tranche 2 Earnout Shares \| Conversion to participating shares, threshold two
Business Acquisition [Line Items]
Calendar quarter Run Rate Revenue threshold	$ 25,000,000
Percentage that achieves the status of Participating Earnout Shares	100.00%
Acquired Entities \| Common Class EO \| Tranche 3 Earnout Shares
Business Acquisition [Line Items]
Earnout shares (in shares) \| shares	4,400,000
Acquired Entities \| Common Class EO \| Tranche 3 Earnout Shares \| Conversion to participating shares, threshold one
Business Acquisition [Line Items]
Calendar quarter Run Rate Revenue threshold	$ 25,000,000
Acquired Entities \| Common Class EO \| Tranche 3 Earnout Shares \| Conversion to participating shares, threshold two
Business Acquisition [Line Items]
Calendar quarter Run Rate Revenue threshold	$ 37,500,000
Percentage that achieves the status of Participating Earnout Shares	100.00%
Acquired Entities \| Common Class A EO \| Tranche 3 Earnout Shares
Business Acquisition [Line Items]
Earnout shares (in shares) \| shares	400,000
Acquired Entities \| Common Class B EO
Business Acquisition [Line Items]
Granted (in shares) \| shares						3,200,000
Acquired Entities \| Common Class B EO \| Tranche 3 Earnout Shares
Business Acquisition [Line Items]
Earnout shares (in shares) \| shares	4,000,000
Granted, Weighted Average Fair Value (in dollars per share) \| $ / shares						$ 10.96
Acquired Entities \| Common Class B EO \| Tranche 3 Earnout Shares \| Minimum
Business Acquisition [Line Items]
Number of tranches \| tranche						1		1
Acquired Entities \| Common Class B EO \| Tranche 3 Earnout Shares \| Median
Business Acquisition [Line Items]
Number of tranches \| tranche						2		2
Acquired Entities \| Common Class B EO \| Tranche 3 Earnout Shares \| Maximum
Business Acquisition [Line Items]
Number of tranches \| tranche						3		3
Acquired Entities \| Common Class B EO \| Tranche 3 Earnout Shares \| Conversion to participating shares, threshold one
Business Acquisition [Line Items]
Earnout shares (in shares) \| shares	2,500,000
Maximum amount of that achieve the status of Participating Earnout Shares	$ 37,500,000
Renewable Energy Projects
Business Acquisition [Line Items]
Number of assets acquired (in projects) \| project					30	18
Net purchase price of assets acquired					$ 76,300,000	$ 41,400,000
Renewable Energy Projects \| Plant and equipment
Business Acquisition [Line Items]
Net purchase price of assets acquired						37,100,000
Renewable Energy Projects \| Finite-Lived Intangible Assets
Business Acquisition [Line Items]
Net purchase price of assets acquired						$ 4,300,000
Weighted-average amortization period (years) - favorable						21 years 7 months 6 days

Acquisitions - Acquired Identifiable Intangible Assets (Details) - Acquired Entities $ in Thousands	May 19, 2022 USD ($)
Acquired Indefinite-Lived Intangible Assets [Line Items]
Acquisition date fair value	$ 221,314
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition date fair value - favorable	$ 2,800
Weighted-average amortization period (years)	12 years
Channel partner relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition date fair value - favorable	$ 94,700
Weighted-average amortization period (years)	11 years

Acquisitions - Purchase Price of Assets Acquired (Details) - Renewable Energy Projects $ in Thousands	7 Months Ended
	Dec. 31, 2022 USD ($)
Asset Acquisition [Line Items]
Land	$ 5,111
Property, plant and equipment	71,156
Intangible assets	1,193
ROU asset	2,923
Less: Liabilities assumed	(4,111)
Total	$ 76,272

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 100,492	$ 173,165
Less: Contract amortization, net	10,529	8,060
Less: Lease revenue	(6,026)	(10,147)
Less: Investment, dividend and interest income	(7,512)	(7,760)
Total revenue from contracts with customers	97,483	163,318
Energy sales
Disaggregation of Revenue [Line Items]
Total revenue	86,187	138,530
RECs and other incentives
Disaggregation of Revenue [Line Items]
Total revenue	15,409	20,771
Investment Management revenue
Disaggregation of Revenue [Line Items]
Total revenue	1,919	13,490
Other revenue
Disaggregation of Revenue [Line Items]
Total revenue	7,506	8,434
Contract amortization, net
Disaggregation of Revenue [Line Items]
Total revenue	$ (10,529)	$ (8,060)

Revenue - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	May 19, 2022
Disaggregation of Revenue [Line Items]
Contract assets	$ 0	$ 0
Receivable related to contracts with customers	19,900	19,000	$ 25,100
Contract liability	3,600	700
Capitalized costs to obtain a contract	3,900	$ 1,600
Remaining performance obligations	12,227
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 4,993
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 1,987
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 1,855
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 788
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 788
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 1,816
Remaining performance obligations, period

Revenue - Remaining Performance Obligations (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 12,227
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 4,993
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 1,987
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 1,855
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 788
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 788
Remaining performance obligations, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations	$ 1,816
Remaining performance obligations, period

Variable Interest Entities (Details) $ in Thousands					1 Months Ended	6 Months Ended	7 Months Ended	12 Months Ended
Variable Interest Entities (Details) $ in Thousands	Oct. 26, 2023 USD ($) project	Oct. 04, 2023 USD ($)	May 19, 2022 USD ($)	May 18, 2022	Feb. 29, 2016 solar_project	Nov. 17, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 project	Dec. 31, 2023 tax_equity_partnership	Dec. 31, 2023	Dec. 31, 2023 subsidiary	Dec. 31, 2023 arrangement	Dec. 31, 2023 financing_arrangement	Oct. 31, 2023 terminated_arrangement	Aug. 22, 2023 USD ($)	Nov. 18, 2022 USD ($)	Nov. 15, 2022 USD ($)
Variable Interest Entity [Line Items]
Number of tax equity partnerships \| tax_equity_partnership										15
Assets			$ 2,543,028				$ 3,387,242	$ 3,459,605
Liabilities			$ 924,474				1,596,527	1,826,640
Proceeds from sale of noncontrolling interests							104,550	144,895
Maximum funded remaining construction costs																$ 18,200
Maximum excess construction loans upon term conversion																$ 1,200
Payments for funding to noncontrolling interests		$ 1,200					11,151	17,498
Number of projects \| project									435
GDEV GP
Variable Interest Entity [Line Items]
Percentage of interests acquired			75.00%
Acquired Entities
Variable Interest Entity [Line Items]
Fair value of the Company’s investment in GDEV (held before the Acquisition)			$ 3,768
GDEV
Variable Interest Entity [Line Items]
Percentage of interests acquired			2.80%
Fair value of the Company’s investment in GDEV (held before the Acquisition)			$ 1,400
Aurora Solar
Variable Interest Entity [Line Items]
Number of solar projects \| solar_project					19
Equity method ownership percentage											49.00%
OYA-Rosewood
Variable Interest Entity [Line Items]
Equity method ownership percentage											50.00%
Proceeds from sale of noncontrolling interests	$ 3,700
Number of arrangements													3	2
Number of arrangements terminated \| terminated_arrangement															2
Face amount of debt								33,400
Recoverable amount from sale of projects	$ 1,000
Number of projects \| project	9
GDEV GP \| Employee
Variable Interest Entity [Line Items]
Ownership percentage hele by noncontrolling owners				25.00%
GDEV GP \| GREC
Variable Interest Entity [Line Items]
Interest rate carried				10.00%
GDEV
Variable Interest Entity [Line Items]
Assets																	$ 7,880
Liabilities																	0
Ownership percentage hele by noncontrolling owners				7.37%
Maximum exposure to loss																	$ 3,300
Proceeds from sale of noncontrolling interests						$ 22,200
GDEV \| Certain Officers And Other Members Of Management
Variable Interest Entity [Line Items]
Ownership percentage hele by noncontrolling owners				1.00%
GDEV \| GREC
Variable Interest Entity [Line Items]
Interest rate carried			20.00%
Hurdle rate			8.00%
GDEV \| GDEV GP
Variable Interest Entity [Line Items]
Ownership percentage hele by noncontrolling owners											2.80%
Greenbacker Development Opportunities Fund II, LP ("GDEV II") [Member]
Variable Interest Entity [Line Items]
Maximum exposure to loss																		$ 2,700
Investment																		$ 700
OYA-Rosewood
Variable Interest Entity [Line Items]
Maximum exposure to loss								18,800
Number of subsidiaries entered into tax equity partnerships \| subsidiary												4
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets							1,300,000	1,500,000
Liabilities							$ 215,300	$ 283,400

Fair Value Measurements and Investments - Fair Value of Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative assets	$ 142,168,000	$ 195,840,000
Derivative liabilities	(5,833,000)
Equity method investments	94,878,000	92,554,000
Contingent consideration	(42,307,000)	(75,700,000)
Total	$ 188,906,000	$ 212,694,000
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Derivative assets, current, Derivative assets	Derivative assets, current, Derivative assets
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative assets	$ 0	$ 0
Derivative liabilities	0
Equity method investments	0	0
Contingent consideration	0	0
Total	0	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative assets	142,168,000	195,840,000
Derivative liabilities	(5,833,000)
Equity method investments	0	0
Contingent consideration	0	0
Total	136,335,000	195,840,000
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative assets	0	0
Derivative liabilities	0
Equity method investments	94,878,000	92,554,000
Contingent consideration	(42,307,000)	(75,700,000)
Total	$ 52,571,000	$ 16,854,000

Fair Value Measurements and Investments - Fair Value Assets and Liabilities Using Significant Unobservable Inputs (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Unrealized gain on investments, net	$ 932
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Unrealized Gain (Loss) on Investments
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in contingent consideration	$ 603
Reclassification of participating Earnout Shares	$ 32,790
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	General and administrative
Fair Value, Net Assets (Liabilities) Measured On Recurring Basis, Unobservable Input Reconciliation [Table]
Beginning balance	$ 16,854
Purchases	5,298
Return of capital	(3,906)
Unrealized gain on investments, net	932
Change in contingent consideration	603
Reclassification of participating Earnout Shares	32,790
Ending balance	52,571
Contingent Consideration Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	(75,700)
Purchases	0
Return of capital	0
Change in contingent consideration	603
Reclassification of participating Earnout Shares	32,790
Ending balance	(42,307)
Fair Value, Net Assets (Liabilities) Measured On Recurring Basis, Unobservable Input Reconciliation [Table]
Change in contingent consideration	603
Reclassification of participating Earnout Shares	32,790
Equity Method Investments [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	92,554
Purchases	5,298
Return of capital	(3,906)
Unrealized gain on investments, net	932
Ending balance	94,878
Fair Value, Net Assets (Liabilities) Measured On Recurring Basis, Unobservable Input Reconciliation [Table]
Unrealized gain on investments, net	$ 932