NEW YORK: MN8 Energy Holdings LLC, a renewable energy power producer with more than 4.3 GW of capacity across 29 states, announced Monday it has agreed to acquire Greenbacker Renewable Energy Company LLC in a cash-and-equity transaction valued at up to approximately $375 million.
The deal, expected to close in the fourth quarter of 2026, would create one of the three largest clean power platforms in the U.S., with over 6 GW of operating and under-construction capacity across 33 states. MN8 will pay $350 million at closing, with up to $25 million in additional cash payments contingent on the achievement of certain commercial milestones.
Greenbacker shareholders will receive consideration valued at approximately $1.712 per share, payable in a combination of cash and equity of MN8, plus their pro rata share of up to $0.12 per share in potential additional cash consideration tied to milestone achievements.
The transaction brings together two complementary platforms at a time of surging enterprise power demand, driven primarily by artificial intelligence and rapid data center expansion. The combined company will broaden MN8’s geographic reach by adding Greenbacker’s presence in the Midwest and Northeast and expand its technology mix to include wind generation alongside battery storage, distributed generation and utility-scale solar assets.
The boards of directors of both companies have unanimously approved the transaction, which remains subject to approval by Greenbacker shareholders and MN8 members, as well as customary regulatory clearances.
Greenbacker, an independent power producer, owns a fleet of approximately 1.9 GW of operating and under-construction renewable energy assets across 22 states. The company hired Morgan Stanley and Wells Fargo last year to explore strategic alternatives.
MN8 President and CEO Jon Yoder will continue to lead the combined company upon completion of the transaction.
Financial outlook
The combined platform is expected to generate approximately $501 million in Combined Adjusted EBITDA plus Principal and Interest on a run-rate basis, including $122 million of combined assets under construction, net of Greenbacker asset sales in 2025.
The company identified up to $20 million in annual run-rate cost savings by the end of 2028 across procurement, selling and administrative expenses, financing efficiencies, operations and maintenance, and engineering and construction leverage.
Approximately 94% of the combined capacity is under contract, with a weighted average solar power purchase agreement tenor of approximately 14 years. The pro forma funded development pipeline stands at approximately 9.3 GW.
Leadership commentary
“This combination brings together two complementary platforms at a critical time,” Yoder said. “Together with Greenbacker, we will have the scale, diversification, and expertise to lead the next chapter of America’s infrastructure build-out.”
Greenbacker CEO Dan de Boer said the transaction “gives our shareholders the opportunity to participate in a combined platform built to grow. MN8 brings exceptional capabilities, an experienced team, and the financial strength to execute on what this platform can become.”
Transaction details
Subject to proration, Greenbacker shareholders will have the opportunity to elect to receive their consideration in cash, equity of MN8, or a combination of the two. The aggregate cash proceeds to shareholders will not exceed the final maximum cash election amount under the merger agreement, currently estimated at $112.7 million. If shareholders collectively elect aggregate cash consideration exceeding the cap, the cash portion will be reduced proportionately and paid in equity instead.
MN8, which spun out of Goldman Sachs in 2022, serves enterprise customers with renewable energy and related services. The company has been acquisitive since its formation, including the purchase of 14 projects from New Energy Solar for $224 million in 2022 and the acquisition of the Pome battery energy storage project for $235 million in February.
