Filed Pursuant to Rule 424(b)(3)
Registration No. 333-211571
SUPPLEMENT NO. 1 DATED MAY 3, 2017
TO THE PROSPECTUS DATED APRIL 14, 2017
This document supplements, modifies and amends, and should be read in conjunction with, the prospectus of Greenbacker Renewable Energy Company LLC (the “Company”) dated April 14, 2017.
The purpose of this prospectus supplement is to describe the following:
| 1) | The status of the offering of limited liability company interests, or the shares, of the Company; and |
| 2) | An update to our share offering prices. |
Status of Our Public Offering
We commenced our initial public offering of shares on April 25, 2014. As of May 1, 2017, we had accepted investors’ subscriptions for and issued approximately 16,634,000 shares in the offering, resulting in our receipt of gross proceeds of approximately $163,813,500.
Update to Our Share Offering Prices
Pursuant to the net asset value determination by the Company as of March 31, 2017, the net asset value had increased above the Company’s net proceeds per share. Therefore, the Company has increased the offering price per share to the following prices, effective May 5, 2017: (i) $10.165 per Class A share; (ii) $9.479 per Class C share; and (iii) $9.337 per Class I share.
The following information supersedes and replaces in its entirety the last sentence in the fourth paragraph on the cover of the prospectus:
For the period from February 8, 2017 through May 4, 2017, the company sold shares on a continuous basis at a price of $10.224 per Class A share, $9.526 per Class C share and $9.391 per Class I share. Since May 5, 2017, the company has been selling shares on a continuous basis at a price of $10.165 per Class A share, $9.479 per Class C share and $9.337 per Class I share.
The following information supersedes and replaces in its entirety the tabular and footnote disclosure contained on the cover of the prospectus:
| Maximum Aggregate Price to Public | Maximum Selling Commissions(2)(3) | Maximum Dealer Manager Fee(2)(3) | Proceeds, Before Expenses, to Us(1)(2)(3) | |||||||||||||
| Offering | ||||||||||||||||
| Maximum Primary Offering | $ | 800,000,000 | $ | 26,666,667.67 | $ | 19,333,333.33 | $ | 754,000,000 | ||||||||
| Per Class A share | $ | 10.165 | $ | 0.712 | $ | 0.280 | $ | 9.174 | ||||||||
| Per Class C share | $ | 9.479 | $ | 0.284 | $ | 0.261 | $ | 8.934 | ||||||||
| Per Class I share | $ | 9.337 | — | $ | 0.163 | $ | 9.174 | |||||||||
| Distribution Reinvestment Plan | $ | 200,000,000 | — | — | 200,000,000 | |||||||||||
| Per Class A and I share | $ | 9.174 | — | — | $ | 9.174 | ||||||||||
| Per Class C share | $ | 8.934 | — | — | $ | 8.934 | ||||||||||
| Total Maximum | $ | 1,000,000,000.00 | $ | 26,666,667.67 | $ | 19,333,333.33 | $ | 954,000,000 | ||||||||
| 1 |
| (1) | The proceeds are calculated before deducting certain organization and offering expenses to the company. In addition to selling commissions and dealer manager fees, the company estimates that it will incur in connection with this offering approximately $12 million of expenses (approximately 1.5% of the gross proceeds) if the maximum number of shares is sold. This range is an estimate only of the organization and offering expenses to be incurred by the company throughout the term of this offering. We expect that the organization and offering expenses will fluctuate through the completion of this offering. The company will reimburse the advisor and its affiliates for these costs and for future organization and offering expenses they may incur on the company’s behalf, but only to the extent that the reimbursement would not cause the selling commissions, the dealer manager fee and the other organization and offering expenses borne by the company to exceed 15% of gross offering proceeds as of the date of reimbursement. This table excludes the distribution fees for Class C shares, which will be paid over time. With respect to Class C shares, the company will pay the dealer manager a distribution fee that accrues daily 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, until the earlier to occur of the following: (i) a listing of the Class C shares on a national securities exchange, (ii) following the completion of this offering, total underwriting compensation in this offering equaling 10% of the gross proceeds from the company’s primary offering, or (iii) there are no longer any Class C shares outstanding. The company may also pay additional underwriting compensation and other fees to the dealer manager. See “Compensation of the Advisor and the Dealer Manager,” “Plan of Distribution” and “Certain Relationships and Related Party Transactions.” |
| (2) | The company is offering certain volume discounts resulting in reductions in selling commissions and dealer manager fees payable by investors with respect to sales of shares for certain minimum aggregate purchase amounts. See “Plan of Distribution—Volume Discounts.” |
| (3) | Assumes that (i) primary offering gross proceeds come from sales of 1/3 each of Class A, Class C and Class I shares, respectively, and (ii) that the offering price of $10.165 per Class A share, $9.479 per Class C share and $9.337 per Class I share, respectively, will remain as such throughout the term of this offering. |
The following information supersedes and replaces in its entirety the tabular and footnote disclosure on page 7 contained in the prospectus summary under the heading of “Classes of Shares”:
| Selling Commissions | Dealer Manager Fee | Distribution Fee | Organizational and Offering Expenses(4) | |||||||||||||||||||||||||||||
| Initial Offering Price(1) | Per share(1) | % of Initial Offering Price | Per Share(1) | % of Initial Offering Price | % of Net Asset Value | Amount | % of Gross Offering Proceeds | |||||||||||||||||||||||||
| Class A Shares | $ | 10.165 | (1) | $ | 0.712 | 7.0 | % | $ | 0.280 | 2.75 | % | — | — | — | ||||||||||||||||||
| Class C Shares | $ | 9. 479 | (1) | $ | 0.284 | 3.0 | % | $ | 0.261 | 2.75 | % | 0.80 | %(2) | — | — | |||||||||||||||||
| Class I Shares | $ | 9.337 | (1) | — | — | $ | 0.163 | 1.75 | % | — | — | — | ||||||||||||||||||||
| Maximum Primary Offering(3) | $ | 800,000,000 | $ | 26,666,667 | 3.33 | %(5) | $ | 19,333,333 | 2.42 | %(5) | .267 | %(3) | $ | 12,000,000 | 1.5 | % | ||||||||||||||||
| Distribution Reinvestment Plan(6) | $ | 200,000,000 | — | — | — | — | 0.80 | %(2) | $ | 3,000,000 | 1.5 | % | ||||||||||||||||||||
| (1) | The per share figures in the table are calculated based on rounding to three decimal points. |
| (2) | With respect to the Class C shares (including Class C shares sold pursuant to the distribution reinvestment plan), we will pay the dealer manager a distribution fee that accrues daily 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, until the earlier to occur of the following: (i) a listing of the Class C shares on a national securities exchange, (ii) following the completion of this offering, total underwriting compensation in this offering equaling 10% of the gross proceeds from our primary offering, or (iii) there are no longer any Class C shares outstanding. For a detailed calculation of the distribution fee, see “Plan of Distribution—Compensation of the dealer manager and Selected Broker-Dealers—Distribution Fee-Class C Shares Only.” |
| 2 |
| (3) | Figures shown in dollars represent aggregate amounts. Calculated assuming that 1/3 of primary offering gross proceeds come from sales of Class A shares, 1/3 of primary offering gross proceeds come from sales of Class C shares and 1/3 of primary offering gross proceeds come from sales of Class I shares. |
| (4) | See “Estimated Use of Proceeds” and “Compensation of the Advisor and the Dealer Manager” for a detailed description of these organization and offering expenses, which may include registration fees paid to the SEC, FINRA, and state regulatory authorities, and other issuer expenses, such as advertising, sales literature, fulfillment, escrow agent, transfer agent, personnel costs associated with preparing the registration and offering of our shares, reimbursements to the dealer manager and selected dealers for reasonable bona fide due diligence expenses incurred, which are supported by a detailed and itemized invoice and may include certain portions of the formation services fees paid to Strategic Capital. See “Certain Relationships and Related Party Transactions” for more information regarding the formation services fees paid to Strategic Capital. Amounts of certain items of the “Organization and Offering Expenses” are not determinable at this time. |
| (5) | Calculated as a percentage of gross offering proceeds from our primary offering. |
| (6) | Class A Shares, Class I shares; 9.174 per share offering price. Class C Shares; 8.934 per share offering price. |
The following information supersedes and replaces in its entirety the third entry of the tabular disclosure on page 8 contained in the prospectus summary under the heading of “The Offering”:
Current Offering Prices for the Shares:
$10.165 per Class A share, $9.479 per Class C share and $9.337 per Class I share
Current Offering Price for our Shares in Our Distribution Reinvestment Plan
$9.174 per share for Class A and Class I shares; 8.934 for Class C shares
The following information supersedes and replaces in its entirety the first sentence of the paragraph under “Q: What is the purchase price for each share?” on page 43 of the “Questions and Answers About this Offering” section of the prospectus:
The current per share purchase price for shares is $10.165 per Class A share, $9.479 per Class C share and $9.337 per Class I share.
The following information supersedes and replaces in its entirety the first sentence of the paragraph under “Q: What is the difference between the Class A, Class C and Class I shares being offered?” on page 44 of the “Questions and Answers About this Offering” section of the prospectus:
We are offering three classes of shares, Class A shares, Class C shares and Class I shares at the current offering price of $10.165 per Class A share, $9.479 per Class C share and $9.337 per Class I share.
The following information supersedes and replaces in its entirety the first sentence of the fifth paragraph on page 48 contained in the “Plan of Distribution” section of the prospectus under the heading “The Offering”:
We are currently selling our shares on a continuous basis at the offering price of $10.165 per Class A share, $9.479 per Class C share and $9.337 per Class I share.
The following information supersedes and replaces in its entirety the second sentence of the sixth paragraph on page 54 contained in the “Plan of Distribution” section of the prospectus under the heading “Other Discounts”:
We will sell Class A shares in this “friends and family” program at $9.174 per share, reflecting the fact that selling commissions will be waived in the amount of $0.691 per share and will not be payable in connection with such sales.
The following information supersedes and replaces in its entirety the tabular and footnote disclosure on page 55 contained in the “Plan of Distribution” section of the prospectus under the heading “Volume Discounts”:
| Class A | Class C | Class I | ||||||||||||||||||||||||||||||||||
| Dollar Amount of shares Purchased | Selling Commission Percentage | Dealer Manager Fee | Purchase Price per share to investor(1) | Selling Commission Percentage | Dealer Manager Fee | Purchase Price per share to Investor(2) | Selling Commission Percentage | Dealer Manager Fee | Purchase Price per share to investor(3) | |||||||||||||||||||||||||||
| $500,000 or less | 7 | % | 2.75 | % | $ | 10.165 | 3 | % | 2.75 | % | $ | 9.479 | — | 1.75 | % | $ | 9.337 | |||||||||||||||||||
| $500,001-$1,000,000 | 6 | % | 2.75 | % | $ | 10.054 | 2.5 | % | 2.75 | % | $ | 9.429 | — | 1.75 | % | $ | 9.337 | |||||||||||||||||||
| $1,000,001-$2,000,000 | 5 | % | 2.75 | % | $ | 9.945 | 2 | % | 2.75 | % | $ | 9.380 | — | 1.75 | % | $ | 9.337 | |||||||||||||||||||
| $2,000,001-$3,000,000 | 4 | % | 2.75 | % | $ | 9.838 | 1.5 | % | 2.75 | % | $ | 9.331 | — | 1.75 | % | $ | 9.337 | |||||||||||||||||||
| $3,000,001-$5,000,000 | 3 | % | 2.35 | % | $ | 9.693 | 1 | % | 2.35 | % | $ | 9.244 | — | 1.5 | % | $ | 9.314 | |||||||||||||||||||
| $5,000,001-$10,000,000 | 2 | % | 2.35 | % | $ | 9.591 | 0.5 | % | 2.35 | % | $ | 9.196 | — | 1.5 | % | $ | 9.314 | |||||||||||||||||||
| $10,000,001 and above | 1 | % | 2.15 | % | $ | 9.472 | 0 | % | 2.15 | % | $ | 9.130 | — | 1.35 | % | $ | 9.300 | |||||||||||||||||||
| (1) | Assumes a $10.165 per share offering price. Discounts will be adjusted appropriately for changes in the offering price. |
| (2) | Assumes $9.479 per share offering price. Discounts will be adjusted appropriately for changes in the offering price. We will also pay the dealer manager a distribution fee with respect to the Class C shares, which will accrue 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. |
| (3) | Assumes $9.337 per share offering price. Discounts will be adjusted appropriately for changes in the offering price. |
The following information supersedes and replaces in its entirety the second paragraph under the tabular and footnote disclosure on page 55 contained in the “Plan of Distribution” section of the prospectus under the heading “Volume Discounts”:
All selling commission and dealer manager rates set forth in the table above are calculated assuming a purchase price of $10.165 per Class A share, $9.479 per Class C share and $9.337 per Class I share. We will apply the reduced purchase price per share, selling commissions and, if applicable, dealer manager fees, set forth in the table above, to the entire purchase, not just the portion of the purchase falling within the indicated range. For example, a purchase of 300,000 of Class A shares in a single transaction would result in a purchase price of $2,951,400 ($9.838 per share) and selling commissions of $118,055.
| 3 |
The following information supersedes and replaces in its entirety the table on page 62 contained in the “Overview” section of the prospectus under the heading “Business”:
The table below sets forth our investments in alternative energy generation portfolios as of April 30, 2017.
| Quarter(s) Acquired | Location(s) | # of Assets | Form of Investment | Initial Investment Amount* (Millions)** | Forecasted Initial Yield*** | Approximate Average Remaining Term to Power Purchase Agreement | Power Offtaker | Assets | Generation Capacity in (kW)* | Generation Equivalent (# of homes powered per year) | ||||||||||||||||||||
| Alternative Energy – Solar | ||||||||||||||||||||||||||||||
| East to West Solar | First quarter 2015 | CO, CT, HI, IN, NC | 13 | 100% Equity Ownership | $ | 17.250 mm | 12.10% | 13.8 years | Utility and commercial | Commercial ground and roof mounted systems | 9,789 | 1,605 homes | ||||||||||||||||||
| Gainesville Solar | Second quarter 2015 | FL | 2 | 100% Equity ownership | $ | 4.150 mm | 14.50% | 16.3 years | Utility | Commercial ground mounted systems | 2,050 | 336 homes | ||||||||||||||||||
| NC Tarheel Solar | Fourth quarter 2015 | NC | 2 | 100% Equity ownership | $ | 8.399 mm | 9.80% | 12.4 years | Utility | Commercial ground mounted systems | 7,621 | 1,250 homes | ||||||||||||||||||
| Magnolia Sun | Third quarter 2015, First quarter 2016 | CA, MA, TN | 18 | 100% Equity Ownership | $ | 10.850 mm | 11.60% | 14.9 years | Utility and commercial | Commercial ground and roof mounted systems | 5,302 | 870 homes | ||||||||||||||||||
| Green Maple | Fourth quarter 2014, Fourth quarter 2015 | VT | 9 | 100% Equity Ownership | $ | 17.012 mm | 12.40% | 19.8 years | Utility, municipal and commercial | Commercial ground mounted systems | 7,393 | 1,212 homes | ||||||||||||||||||
| Canadian Northern Lights | Fourth quarter 2014, Fourth quarter 2015 | ON, Canada | 80 | 100% Equity Ownership | $ | 1.610 mm | 12.10% | 14.7 years | Residential | Residential rooftop mounted systems | 579 | 95 homes | ||||||||||||||||||
| Six States Solar | Fourth quarter 2015 | AZ, CA, CO, CT, IN | 26 | 100% Equity Ownership | $ | 0.751 mm | 7.60% | 13.6 years | Utility and commercial | Ground and roof mounted systems | 6,223 | 1,021 homes | ||||||||||||||||||
| Greenbacker Residential Portfolio #1 | Third quarter 2016 | AZ, CA, CT, HI, MD, MA, NJ, NY | 1,804 | Managing Member, majority equity owner | $ | 21.996 mm | 12.20% | 18.5 years | Residential | Residential rooftop mounted systems | 13,705 | 2,248 homes | ||||||||||||||||||
| Enfinity Colorado DHA Portfolio | First quarter 2017 | CO | 666 | Managing Member, majority equity owner | $ | 1.425 mm | 10.10% | 15.25 years | Utility and municipal | Residential rooftop mounted systems | 2,508 | 411 homes | ||||||||||||||||||
| Sunny Mountain | Third quarter 2014 | CO | 21 | 100% Equity Ownership | $ | 0.920 mm | 12.00% | 13.4 years | Utility, commercial and residential | Commercial and residential ground and roof mounted systems | 801 | 131 homes | ||||||||||||||||||
| Alternative Energy – Wind | ||||||||||||||||||||||||||||||
| Fairfield Wind | Fourth quarter 2015 | MT | 1 | Managing Member, majority equity owner | $ | 19.027 mm | 10.70% | 17.1 years | Utility | Operating wind power facilities | 10,000 | 2,214 homes | ||||||||||||||||||
| Greenfield Wind | Fourth Quarter 2016 | MT | 1 | Managing Member, majority equity owner | $ | 34.773 mm | 12.20% | 25 years | Utility | Operating wind power facilities | 25,000 | 5,535 homes | ||||||||||||||||||
| Energy Efficiency - Lighting Replacement | ||||||||||||||||||||||||||||||
| Energy Efficiency Lighting | Third quarter 2015 | Puerto Rico | 3 | Capital Lease | $ | 0.559 mm | 15.40% | 5.1 years | N/A | Energy efficiency LED lighting | N/A | N/A | ||||||||||||||||||
| Renew AEC One LLC (Kane Warehouse) | Fourth quarter 2015 | PA | 1 | Secured Loan | $ | 1.086 mm | 10.30% | 6.9 years | N/A | Energy efficiency LED lighting | N/A | N/A | ||||||||||||||||||
* Approximate.
** Does not include assumed project level debt.
*** The forecasted initial (or first year) yield is equal to the asset’s net cash flow divided by the purchase price of the asset, expressed as a percentage. The asset’s first year of net cash flow is equal to electricity revenue net of operating expenses and debt service payments. Electricity revenue is equal to the forecast first year’s electricity production multiplied by the contracted electricity rate plus the contracted price of renewable energy credits, to the extent applicable. Operating expenses are based on first year contracted expenses. The initial yield does not factor in expenses incurred, or closing costs involved, in the acquisition of the asset. The initial yield is not a measure of the fund’s performance and it is not necessarily indicative of distributions that the fund may provide to investors. This metric may vary over time based on the variability of electricity production.
| 4 |
