Transaction Overview
Pursuant to the business combination agreement, Beard will acquire Suntuity for a pre-money equity value of $190 million. In connection with the transaction, the combined company, New Suntuity, will issue 19.0 million new shares to current members of Suntuity.
Existing Suntuity members will exchange 100% of their equity interests in Suntuity for equity in New Suntuity. Cash proceeds will consist of cash from Beard’s trust account after redemptions by Beard’s public stockholders. In connection with the transaction, Suntuity has also already raised $15 million in funded debt financing.
The business combination has been unanimously approved by the boards of directors of both Beard and Suntuity and is expected to close in the fourth quarter of 2023, subject to regulatory and stockholder approvals and other customary closing conditions.
Upon closing of the transaction, Suntuity’s senior management are expected to continue to serve in their existing roles. Current Suntuity members are expected to own approximately 40% of the combined company at close of the transaction, assuming no redemptions by Beard’s public stockholders.
Advisors
Vinson & Elkins L.L.P. is serving as legal advisor to Beard. ROTH Capital Partners is serving as capital markets advisor, and Loeb & Loeb LLP is serving as legal advisor to Suntuity.
About Suntuity Renewables
Suntuity Renewables is a leading residential solar company in the country. The Company acquires customers, designs solar energy and home electrification solutions, installs and maintains those systems, and arranges third-party financing solutions for residential customers across the United States. The Company uses a mix of in-house and outsourced solutions to optimize growth, profitability and efficiency of its services which enable it to grow and scale.
About Beard Energy Transition Acquisition Corp.
Beard is a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets.
Forward-Looking Statements
This press release includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about Suntuity’s or Beard’s ability to effectuate the proposed business combination discussed in this press release; the benefits of the proposed business combination; the future financial performance of New Suntuity, which will be the go-forward public company following the completion of the business