Freshfields Represents Greenbacker Renewable Energy Company LLC in Acquisition by MN8 Energy

Freshfields is representing Greenbacker Renewable Energy Company LLC, an energy transition-focused investment manager and independent power producer, in its acquisition by MN8 Energy Holdings LLC, a renewable independent power producer with more than 4.3 GW of generation capacity across 29 states. The cash-and-equity transaction is valued at up to $375 million. Details of the transaction can be found here.

The transaction provides for up to $350 million in aggregate consideration payable at closing, consisting of a combination of cash and equity in MN8. Greenbacker shareholders may elect to receive cash, MN8 equity or a combination of the two, subject to a maximum aggregate cash amount and the election and proration procedures set out in the agreement. Greenbacker shareholders may also receive up to $25 million in additional cash payments contingent on the achievement of certain commercial milestones. The transaction is subject to approval by Greenbacker shareholders and MN8 members and receipt of customary regulatory clearances and is expected to close in the fourth quarter of 2026.

The Freshfields team is led by Partners Joshua Ayal and Ethan Klingsberg and includes Senior Associate Ryan Taylor and Associates Elen Shlyakhanova, Abby Rubinshteyn, Adam Badawy, Max Sun and Sasha Kudler. Partners Pamela Marcogliese and Jacqueline Marino and Associates Thomas Jung, Ginger Hervey, Sierra Acosta and Suzan Bedikian are advising on capital markets matters; Partners Lori D. Goodman and Jordan Salzman and Associate Kaytki Joshi are advising on executive compensation and employee benefits matters; Partners Mary Lehner and Justin Stewart-Teitelbaum, Counsel Angela Landry, Senior Associate Elizabeth Giordano and Associate Sandra Makeen are advising on antitrust matters; Partners Jay Cosel and Claude Stansbury and Associate Ryan Sweeney are advising on tax matters; Partner Menachem Kaplan and Associates Eric Mason and Yungjee Kim are advising on intellectual property matters; Partner Stephanie Brown Cripps and Associate Maylin Meisenheimer are advising on sanctions matters; Associate Jackson Myers is advising on data privacy matters; Partner John Rousakis is advising on environmental matters; and Partner Jeremiah Nelson is advising on real estate matters.