Greenbacker to Be Acquired by MN8 Energy in $375M Deal, Creating Top 3 U.S. Clean Power Platform
MN8 Energy Holdings LLC has agreed to acquire Greenbacker Renewable Energy Company LLC in a cash-and-equity transaction valued at up to approximately $375 million, according to the companies. The deal includes $350 million payable at closing and up to $25 million in additional cash contingent on unspecified commercial milestones tied to a specific project reaching commercial operation.
Under the merger agreement, Greenbacker shareholders will receive consideration valued at approximately $1.71 per share, payable in cash, MN8 equity units, or a combination, subject to proration. Aggregate cash proceeds to shareholders are capped at an estimated $112.7 million; if shareholders collectively elect more cash than that cap allows, the excess will instead be paid in MN8 equity, according to the companies. Greenbacker will pay MN8 a termination fee of $11.25 million if the deal falls apart under certain circumstances, including if Greenbacker’s board accepts a superior competing offer, according to Greenbacker.
MN8 was founded within Goldman Sachs and has operated independently since 2022. Greenbacker, founded in 2011, is a publicly reporting, nontraded renewable energy company that also owns Greenbacker Capital Management LLC, an SEC-registered investment adviser to a series of affiliated investment vehicles.
Upon closing, the combined company will hold more than 6 gigawatts of operating and under-construction capacity across 33 states, which the companies said would rank it among the three largest clean power platforms in the U.S. MN8 currently operates more than 4.3 GW across 29 states, serving more than 200 customers including AI and hyperscale technology companies, Fortune 500 corporations, and government agencies. Greenbacker owns approximately 1.9 GW of solar, wind, and battery storage assets across 22 states through more than 185 individual projects. The transaction adds Greenbacker’s Midwest and Northeast footprint to MN8’s portfolio and brings wind generation into MN8’s technology mix alongside battery storage and utility-scale solar, according to the companies.
“This combination brings together two complementary platforms at a critical time,” said Jon Yoder, president and chief executive officer of MN8, who will continue leading the combined company after closing. “We have built MN8 to be an institutional-grade, vertically integrated operator with the development, financing, and asset management depth to serve the most demanding enterprise customers in the country. Together with Greenbacker, we will have the scale, diversification, and expertise to lead the next chapter of America’s infrastructure build-out.”
“Greenbacker was built to own and operate high-quality, contracted clean energy assets at institutional scale,” said Dan de Boer, CEO of Greenbacker. “This transaction is the next chapter of that story – one that gives our shareholders the opportunity to participate in a combined platform built to grow. MN8 brings exceptional capabilities, an experienced team, and the financial strength to execute on what this platform can become.”
The companies project combined adjusted earnings before interest, taxes, depreciation, and amortization plus principal and interest of approximately $501 million on a run-rate basis, with up to $20 million in identified annual cost savings by the end of 2028 across procurement, financing, operations and maintenance, and engineering and construction, according to the companies. Approximately 94% of the combined platform’s capacity is under contract, with a weighted average solar power purchase agreement term of roughly 14 years, the companies said.
The boards of both companies have unanimously approved the deal, which is expected to close in the fourth quarter of 2026, subject to Greenbacker shareholder approval, MN8 member approval, and customary regulatory clearances – including under the Hart-Scott-Rodino Antitrust Improvements Act, Federal Energy Regulatory Commission authorization under Section 203 of the Federal Power Act, and New York State Public Service Commission approval.
Additionally, MN8 has agreed to pursue an initial public offering targeting at least $250 million in gross proceeds within 18 months of closing; if that doesn’t happen, MN8 must attempt an alternative liquidity transaction within the following 12 months to let former Greenbacker holders sell their MN8 units at no less than the per-share merger consideration, according to the companies.
Greenbacker built its portfolio steadily through one-off project purchases – from a 2021 acquisition of two utility-scale solar projects in Albany, N.Y. that pushed its generating capacity toward 1.18 GW, to a 2023 purchase of three Colorado solar projects that grew its in-state footprint past 115 MW. By the time of this MN8 deal, that portfolio had scaled to roughly 1.9 GW across 22 states.
The company also restructured its own governance along the way, internalizing management in 2022 by acquiring the businesses, assets, and staff of its external advisers – a move that gave Greenbacker its own executive team rather than relying on an outside manager.
J.P. Morgan Securities LLC is serving as financial adviser and Vinson & Elkins LLP as legal adviser to MN8. Morgan Stanley & Co. LLC and Wells Fargo are serving as financial advisers and Freshfields US LLP as legal adviser to Greenbacker.
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