Filed Pursuant to Rule 424(b)(3)
Registration No. 333-211571
SUPPLEMENT NO. 2 DATED JULY 16, 2018
TO THE PROSPECTUS DATED MARCH 22, 2018
This document supplements, modifies and amends, and should be read in conjunction with, the prospectus of Greenbacker Renewable Energy Company LLC (the “Company”) dated March 22, 2018, as supplemented by Supplement No 1 dated May 7, 2018. Unless otherwise defined in this prospectus supplement, capitalized terms used in this prospectus supplement shall have the same meanings as set forth in the prospectus.
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) | Updating the table setting forth our investments. |
Status of Our Public Offering
We commenced our initial public offering of shares on April 25, 2014. As of July 11, 2018, we had accepted investors’ subscriptions for and issued approximately 23,669,000 shares in the offering, resulting in our receipt of gross proceeds of approximately $229,507,000.
Table Setting Forth Our Investments
The following information supersedes and replaces in its entirety the table on pages 72 and 73 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 June 30, 2018. In addition to the table below, the portfolio has a rated system capacity of 191.71 megawatts, including 64.7 megawatts currently under construction, for a total capacity of 256.41 megawatts. This is enough energy to power approximately 45,581 homes for one year of typical use. The total investment amount of our 213 assets, located in 20 states or provinces, was $252.74 million (excluding costs associated with facilities under construction), wherein we have assumed $38.242 million in debt/leverage. The weighted average remaining contract term on our PPAs was 16.4 years and the weighted average initial year projected yield on our assets was 11.12% In addition, 84.9% of our power offtakers are considered to be investment grade. 76.0% of our assets are in solar while 24.0% are wind. Our offtakers are currently a mix of utilities (80.7%), municipalities (6.8%), commercial operators (1.2%), and residential systems (11.3%). Approximately 18% of the remaining solar and wind contract terms are for 15 years or less, while 82% are for more than 15 years. Also, our top ten offtakers, their classification and the percentage of our total system capacity they represent are included here for reference:
| 1 |
| Date(s) | Location(s) | # of Assets | Form of Investment | Initial Investment Amount* (Millions)** | Forecasted Initial Yield *** | Approximate Average Remaining Term to Purchase Power | Power Offtaker | Assets | Generation Capacity in (kW)* | Generation Equivalent (per year) | |||||||||||||
| Alternative Energy - Solar | |||||||||||||||||||||||
| East to West Solar | First quarter 2015 | CO, CT, FL, HI, IN, NC | 13 | 100% Equity Ownership | $17.250 | 12.1% | 13.2 years | Utility and commercial | Commercial ground and roof mounted solar photovoltaic systems | 9,789 | 1,605 homes | ||||||||||||
| Gainesville Solar | Second quarter 2015 | FL | 2 | 100% Equity ownership | $4.150 | 14.5% | 15.0 years | Utility | Commercial ground mounted solar photovoltaic systems | 2,050 | 336 homes | ||||||||||||
| NC Tarheel Solar | Fourth quarter 2015 | NC | 2 | 100% Equity ownership | $8.399 | 9.8% | 12.6 years | Utility | Commercial ground mounted solar photovoltaic systems | 7,621 | 1,250 homes | ||||||||||||
| Magnolia Sun | Third quarter 2015, First quarter 2016 | CA, MA, TN | 18 | 100% Equity Ownership | $10.850 | 11.6% | 13.6 years | Utility and commercial | Commercial ground and roof mounted solar photovoltaic systems | 5,302 | 870 homes | ||||||||||||
| Green Maple Solar | Fourth quarter 2014, Fourth quarter 2015 | VT | 9 | 100% Equity Ownership | $17.012 | 12.4% | 19.2 years | Utility, municipal and commercial | Commercial ground mounted solar photovoltaic systems | 7,393 | 1,212 homes | ||||||||||||
| Canadian Northern Lights | Fourth quarter 2014, Fourth quarter 2015 | ON, Canada | 79 | 100% Equity Ownership | $1.610 | 12.1% | 13.4 years | Residential | Residential rooftop mounted solar photovoltaic systems | 560 | 92 homes | ||||||||||||
| Six States Solar | Fourth quarter 2015, Third Quarter 2017 | AZ, CA, CO, CT, IN, NC | 27 | 100% Equity Ownership | $2.671 | 8.1% | 13.1 years | Utility and commercial | Ground and roof mounted solar photovoltaic systems | 12,973 | 2,128 homes | ||||||||||||
| Greenbacker Residential Solar Portfolio | Third quarter 2016, First quarter 2017, Second quarter 2017 | AZ, CA, CT, HI, MA, MD, NJ, NY | 2,389 | 100% Equity Ownership and Managing Member majority equity Owner | $27.850 | 12.2% | 16.7 years | Residential | Residential rooftop mounted solar photovoltaic systems | 18,559 | 3,044 homes | ||||||||||||
| Greenbacker Residential Solar Portfolio II | 2nd quarter 2017 | AZ, CA, CT, MA, MD, NJ, NY, NV | 1,438 | Managing Member majority equity Owner | $6.000 | 14.9% | 17.5 years | Residential | Residential rooftop mounted systems | 10,221 | 1,676 homes | ||||||||||||
| Enfinity Colorado DHA Portfolio | First quarter 2017 | CO | 666 | 100% Equity ownership | $7.270 | 10.1% | 14.0 years | Residential | Residential rooftop mounted solar photovoltaic systems | 2,508 | 411 homes | ||||||||||||
| Sunny Mountain | Third quarter 2014 | CO | 21 | 100% Equity Ownership | $.920 | 12.0% | 12.1 years | Utility, commercial and residential | Commercial and residential ground and roof mounted solar photovoltaic systems | 801 | 131 homes | ||||||||||||
| Raleigh Portfolio | Third quarter 2017 | NC | 5 | Managing Member majority equity Owner | $20.500 | 9.0% | 12.0 years | Utility | Commercial ground mounted solar photovoltaic systems | 27,829 | 4,564 homes | ||||||||||||
| Golden Horizons Solar Portfolio | Fourth quarter 2017 | CA | 2 | 100% Equity Ownership | $7.709 | 13.6% | 12.9 years | Utility | Commercial ground mounted solar photovoltaic systems | 7,792 | 1,278 homes | ||||||||||||
| Foresight Solar | Fourth quarter 2017 | CA, CO | 6 | Managing Member, majority equity owner | $13.600 | 8.5% | 15.8 years | Utility and municipal | Commercial ground mounted solar photovoltaic systems | 10,069 | 1,651 homes | ||||||||||||
| Midway III | Fourth quarter 2017 | CA | 1 | 100% Equity Ownership | (****) | (*****) | 20.0 years | Utility | Commercial ground mounted solar photovoltaic systems | 26,001 | 4,264 homes | ||||||||||||
| Tar Heel Solar II Portfolio | Second quarter 2018 | NC | 2 | 100% Equity Ownership | (****) | (*****) | 15.0 years | Utility | Commercial ground mounted solar photovoltaic systems | 13,500 | 2,214 homes | ||||||||||||
| Colorado CSG Portfolio | Second quarter 2018 | CO | 13 | 100% Equity Ownership | (****) | (*****) | 20.0 years | Utility and municipal | Commercial ground mounted solar photovoltaic systems | 25,200 | 4,133 homes | ||||||||||||
| Phelps Solar Farm | First quarter 2018 | NC | 1 | 100% Equity Ownership | $10.372 | 8.6% | 15.0 years | Utility | Commercial ground mounted solar photovoltaic systems | 6,743 | 1,106 homes | ||||||||||||
| Alternative Energy - Wind | |||||||||||||||||||||||
| Fairfield Wind | Fourth quarter 2015 | MT | 1 | Managing Member, majority equity owner | $19.027 | 10.7% | 15.8 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 | 12.2% | 23.3 years | Utility | Operating wind power facilities | 25,000 | 5,535 homes | ||||||||||||
| Fossil Gulch Wind Park | Second Quarter 2017 | ID | 1 | 100% Equity Ownership | $6.531 | 12.8% | 7.3 years | Utility | Operating wind power facilities | 10,500 | 2,325 homes | ||||||||||||
| Georgia Mountain Wind | Fourth quarter 2017 | VT | 1 | 100% Equity Ownership | $25.100 | 10.2% | 19.5 years | Utility | Operating wind power facilities | 10,000 | 2,214 homes | ||||||||||||
| Wagner Wind | Fourth quarter 2017 | CA | 1 | 100% Equity Ownership | $9.500 | 7.7% | 14.5 years | Utility | Operating wind power facilities | 6,000 | 1,328 homes | ||||||||||||
| Energy Efficiency - Lighting Replacement | |||||||||||||||||||||||
| GREC Energy Efficiency Portfolio | Third quarter 2015 | Puerto Rico | 3 | Capital Lease | $.559 | 15.4% | 3.9 years | N/A | Energy efficiency LED lighting | N/A | |||||||||||||
| Renew AEC One LLC (Kane Warehouse) | Fourth quarter 2015 | PA | 1 | Secured Loan | $1.086 | 10.3% | 5.7 years | N/A | Energy efficiency LED lighting | N/A | |||||||||||||
| 2 |
* 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.
**** Amount to be finalized once construction is complete and facility commences operation.
***** Yield to be determined once facility commences operation.
Also, our top ten off takers, their classification and the percentage of our total system capacity they represent as of June 30, 2018 are included here for reference:
| Top 10 Offtakers | |||
| Rank | Offtaker | Classification | % |
| 1 | Duke Progress Energy | Utility | 16.3% |
| 2 | Northwestern Energy | Utility | 13.6% |
| 3 | Greenbacker Residential | Resi | 11.3% |
| 4 | San Diego Gas & Electric | Utility | 10.1% |
| 5 | Xcel Energy | Utility | 9.8% |
| 6 | Dominion Energy | Utility | 7.9% |
| 7 | Southern California Edison | Utility | 4.5% |
| 8 | Idaho Power Company | Utility | 4.1% |
| 9 | Burlington Electric Department | Utility | 3.9% |
| 10 | Virginia Electric and Power Company | Utility | 2.6% |
* Top 10 energy offtakers based on project capacity as per project-specific PPAs, except as noted below:
Greenbacker Residential includes RECs in: NJ, MD, MA, CT. DHA includes RECs in: CO.
Standalone REC counterparty agreements are not considered to be PPA energy offtakers for this analysis.
| 3 |
