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. 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, Shares Shares Shares Shares Outstanding as of May 18, 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 Class C Class I Class P-A Class P-I Class P-D Class P-S Class P-T 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. |