EnerNOC Announces Commencement Of Offer To Repurchase Its 2.25% Convertible Senior Notes Due 2019
BOSTON, August 24, 2017 (GLOBE NEWSWIRE) – EnerNOC, Inc. ("EnerNOC") today announced that, as a result of its merger (the “Merger”) with and into Pine Merger Sub, Inc., a wholly-owned subsidiary of Enel Green Power North America, Inc. ("EGPNA"), which consummated on August 7, 2017 with EnerNOC continuing as the surviving corporation and becoming a wholly-owned subsidiary of EGPNA, EnerNOC has commenced an offer to repurchase (the “Offer”) any and all of its outstanding 2.25% Convertible Senior Notes due 2019 (the "Notes") in accordance with the indenture governing the Notes (the “Indenture”). The Offer is scheduled to expire at 5:00 p.m. ET on September 21, 2017, unless extended (the “Expiration Time”).
The Merger constituted a "fundamental change," as defined in the Indenture, following which each holder has the right to require EnerNOC to repurchase any and all of its Notes. Pursuant to the Offer, holders who validly tender and do not validly withdraw their Notes prior to the Expiration Time will be entitled to receive cash equal to 100% of the principal amount of such Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change purchase date. In accordance with the Indenture, EnerNOC has designated September 22, 2017 as the fundamental change repurchase date.
As a result of the consummation of the Merger, the Notes currently are convertible. Holders may convert any outstanding Notes into cash and will be entitled to receive $276.84 of cash for each $1,000 principal amount of Notes based on the version rate of 36.0933 that was in effect on the effective date of the Merger and the $7.67 price per share of EnerNOC common stock payable in the Merger. For the Notes tendered pursuant to the Offer, EnerNOC estimates that the amount holders will be entitled to receive, including accrued and unpaid interest to, but excluding, the currently scheduled fundamental change repurchase date, will be approximately $1,002.375 per $1,000 principal amount of the Notes.
The information agent and tender agent for the Offer is D.F. King & Co., Inc. Questions regarding the process for tending the Notes pursuant to the Offer and requests for documents may be directed to D.F. King & Co., Inc. at (800) 431-9643 (toll-free) or (212) 269-5550 (collect).
None of the representatives or employees of EnerNOC or EGPNA make any recommendation as to whether or not holders should tender their Notes pursuant to the offer, and no one has been authorized by any of them to make such recommendations. Neither the Offer nor this press release constitutes an offer to buy or the solicitation of an offer to sell the Notes in any circumstances or jurisdiction in which such offer or solicitation is unlawful.
Holders of the Notes should read carefully the Fundamental Change Company Notice and Offer to Repurchase dated August 24, 2017, as it contains important information as to the procedures and timing for tendering the Notes.
EnerNOC has active demand response networks in North America, Europe and Asia-Pacific. Additionally, EnerNOC offers an energy intelligence software that enables businesses to boost facility efficiency, simplify utility bill management and ease reporting burdens. The company's energy procurement tools and services help customers buy energy more strategically, manage risk, and optimize pricing.
About EGPNA and the Enel Group
Enel Green Power North America, Inc., headquartered in Andover, MA, manages a portfolio of over 100 renewable energy power plants for a total capacity exceeding 3.3 GW and additional 900 MW currently under construction. In January the Enel Group bought 100% of Demand Energy Networks (Demand Energy), a US-based company specialized in intelligent software and energy storage systems, whose DEN.OSTM software enables real-time optimization of energy management, with the potential to revolutionize the way electricity is generated, stored and consumed.
The Enel Group operates in over 30 countries across five continents, producing energy through a managed capacity of more than 85 GW. Enel distributes electricity and gas through a network of over 2 million kilometres, and, with more than 65 million business and household customers worldwide, the Group has the largest customer base among European competitors. Enel is the largest utility in Europe in terms of market capitalization and figures among Europe's leading power companies in terms of installed capacity and reported EBITDA. Enel's green energy division, Enel Green Power (EGP), a leading multinational renewable energy player, manages around 39 GW of wind, solar, geothermal, biomass and hydropower plants in Europe, the Americas, Asia, Africa and has recently arrived in Australia.