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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Altus Power, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
02217A102 (CUSIP Number) |
John G. Finley Blackstone Inc., 345 Park Avenue New York, NY, 10154 (212) 583-5000 Marisa Beeney Blackstone Alternative Credit Advisors, 345 Park Avenue New York, NY, 10154 (212) 583-5000 Julian J. Seiguer, P.C, Kirkland & Ellis LLP, 609 Main Street, Houston, TX, 77002 (713) 836-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
GSO Altus Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,116,125.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
GSO Altus Holdings Associates LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,116,125.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
GSO Holdings I L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,116,125.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
Blackstone Holdings II L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,116,125.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
Blackstone Holdings I/II GP L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,116,125.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
Blackstone Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,116,125.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
Blackstone Group Management L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,116,125.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 02217A102 |
| 1 |
Name of reporting person
Stephen A. Schwarzman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
21,116,125.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
Altus Power, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2200 Atlantic Street, 6th Floor, Stamford,
CONNECTICUT
, 06902. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons on December 17, 2021, as previously amended by the Amendment No. 1 to the Schedule 13D filed on October 4, 2022 (as so previously amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended and supplemented by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.
| |
| Item 4. | Purpose of Transaction | |
Voting and Support Agreement
On February 5, 2025, the Issuer, Avenger Parent, Inc., a Delaware corporation ("Parent"), and Avenger Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), entered into an agreement and plan of merger (the "Merger Agreement"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, at the Effective Time (as defined in the Merger Agreement), Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving entity and as a wholly owned subsidiary of Parent (the "Merger").
Pursuant to the terms of the Merger Agreement and subject to the conditions therein, at the Effective Time, shareholders of the Issuer will receive an amount in cash equal to $5.00, without interest, for each share of common stock of the Issuer outstanding immediately prior to the Effective Time. Completion of the Merger is subject to customary closing conditions, including regulatory clearance and approvals by the shareholders of the Issuer.
In connection with the execution of the Merger Agreement, on February 5, 2025, GSO Altus Holdings LP (the "Supporting Holder") entered into a voting and support agreement (the "Voting and Support Agreement") with the Issuer and Parent.
Pursuant to the Voting and Support Agreement, the Supporting Holder agreed, from and after the date of the Voting and Support Agreement until the Agreement Termination Date (as defined in the Voting and Support Agreement), to appear (including by proxy) and be counted as present for the purposes of calculating a quorum and vote its shares of the Issuer owned as of the record date for such meeting (A) in favor of proposals relating to the approval of the Merger, the adoption of the Merger Agreement and each of the other actions contemplated by the Merger Agreement and (B) against any Acquisition Proposal (as defined in the Merger Agreement) and any proposal that is intended to or would (1) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Issuer under the Merger Agreement or of the Supporting Holder under the Voting and Support Agreement, (2) impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Merger or any of the other transactions expressly contemplated by the Merger Agreement or the Voting and Support Agreement or (3) change in any manner the voting rights of any class of shares of the Issuer (including any amendments to the certificate of incorporation or the bylaws of the Issuer).
The Voting and Support Agreement will terminate upon the earliest to occur of the following: (a) the Effective Time, (b) the date the Merger Agreement is validly terminated in accordance with its terms, (c) an Adverse Recommendation Change (as defined in the Merger Agreement), (d) an amendment to the Merger Agreement that (i) reduces the amount or changes the form of the consideration payable in the Merger or imposes material restrictions or constraints on the payment of such consideration or (2) is adverse to the Supporting Holder relative to the other stockholders of the Company, (e) written notice of termination of the Voting and Support Agreement by Parent to the Supporting Holder and the Issuer or mutual consent of the parties to the Voting and Support Agreement, and (f) the time that the Required Company Stockholder Approval (as defined in the Merger Agreement) has been obtained.
The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement filed as an exhibit to this Schedule 13D and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 159,999,527 shares of Class A Common Stock issued and outstanding as of November 7, 2024 as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2024. | |
| (b) | The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, GSO Altus Holdings directly holds 21,116,125 shares of Class A Common Stock.
GSO Altus Holdings Associates LLC is the general partner of GSO Altus Holdings. GSO Holdings I L.L.C. is the managing member of GSO Altus Holdings Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock.
Any beneficial ownership of Class A Common Stock by any of the persons listed on Schedule I is set forth on Schedule I attached hereto. | |
| (c) | Except as set forth in this Amendment No. 2, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in Class A Common Stock in the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end
thereof:
Exhibit 99.B Voting and Support Agreement, dated February 5, 2025, by and among Avenger Parent, Inc., Altus Power, Inc., GSO Altus Holdings LP, and the other parties signatory thereto. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
GSO ALTUS HOLDINGS LP By: GSO Altus Holdings Associates LLC. its general partner By: GSO Holdings I L.L.C., its managing member
GSO ALTUS HOLDINGS ASSOCIATES LLC By: GSO Holdings I L.L.C., its managing member
BLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner |