The roughly $350 million combination resolves the strategic review Greenbacker began in 2025 and gives its non-traded shareholders a defined path to liquidity for the first time since distributions were suspended.

July 23, 2026

Greenbacker Renewable Energy Company LLC has entered into a definitive agreement to combine with MN8 Energy, ending a strategic review process that had been underway since early 2025 and delivering the liquidity outcome its non-traded shareholder base had long been seeking. The transaction, announced July 22, 2026, would fold Greenbacker into MN8 Energy through a reverse triangular merger, with Greenbacker surviving as a wholly owned subsidiary of MN8 Energy LLC.

The deal directly resolves the open question that ran through Greenbacker’s most recent financial reporting. As covered in our reporting on the company’s annual results and again in our coverage of its first-quarter performance, the board had been evaluating strategic alternatives while distributions and share repurchases remained suspended. The MN8 combination is the answer.

Deal Terms and Consideration

The transaction carries an equity value of approximately $350 million payable at closing, which the company estimates at roughly $1.71 per Greenbacker share. Shareholders may also receive up to $25 million in additional cash payments, representing approximately $0.12 per share, contingent on the achievement of certain commercial milestones.

Greenbacker cautions that these per-share figures are estimates presented before transaction expenses and a securityholders’ representative expense fund, and that they assume the full contingent amount is earned. Actual consideration will depend on election procedures, proration mechanics, and other adjustments to be detailed in the forthcoming proxy statement and prospectus.

Shareholders will be able to choose among three options for their consideration:

• All cash, subject to a maximum cash election amount
• All equity in the combined company, which serves as the default for anyone who does not submit an election form
• A 50/50 blend of cash and equity

The aggregate cash available is capped, and if collective cash elections exceed that cap, each electing holder’s cash portion will be reduced proportionately and replaced with equity. The maximum cash election amount begins at $125 million and is reduced by a $5 million securityholders’ representative expense fund, the uncommitted portion of the contingent consideration, and net transaction expenses. In the advisor communication, the company estimated the adjusted maximum at approximately $112.7 million. In the maximum-cash scenario, Greenbacker shareholders would collectively hold roughly 11 percent of the combined company on a fully diluted basis, with that stake growing if cash elections come in below the cap.

A Larger Platform

The combined enterprise would rank as the third-largest renewable independent power producer in the United States, operating approximately 6.2 gigawatts of capacity across 33 states and more than 1,000 projects spanning solar, wind, and battery storage. The company describes the combined platform as 94 percent contracted, with a 14-year weighted average solar power purchase agreement tenor and a development pipeline of roughly 9.3 gigawatts.

MN8 Energy brings meaningful scale to the combination. Originally formed within Goldman Sachs Asset Management before becoming independent in 2022, MN8 operates approximately 4.3 gigawatts of solar and battery storage assets across 29 states. Greenbacker positions the transaction as a response to sector consolidation, arguing that access to permanent and public-equity capital has become a defining competitive advantage as demand from artificial intelligence infrastructure, hyperscale data centers, and broader electrification accelerates.

The geographic footprints are described as complementary, with MN8’s presence in the West and Southeast pairing with Greenbacker’s strength in the Midwest and Northeast. MN8 also contributes capabilities in fleet-based electric vehicle charging.

Future Liquidity Framework

Because the equity consideration is in a privately held company, the merger agreement establishes a contractual framework for future liquidity. MN8 Energy has agreed to use commercially reasonable efforts to pursue a registered public offering within a specified period after closing, subject to market conditions and board discretion. If no offering is completed within that window, MN8 has agreed to use commercially reasonable efforts to make available an alternative opportunity for holders to sell their units, generally at a price no less than the per-share transaction consideration. The company emphasizes there is no assurance any such offering or alternative transaction will occur.

How the Deal Came Together

The Greenbacker board authorized its strategic review in March 2025. Over the following summer, the company held more than 60 meetings with prospective buyers and partners. Forty-two parties signed non-disclosure agreements, 19 submitted non-binding bids in October 2025, and six advanced to a second phase. At the end of the first quarter of 2026, after evaluating the six finalists alongside standalone, status quo, and dissolution alternatives, the board unanimously concluded that the MN8 combination represented the best outcome reasonably achievable for shareholders. Morgan Stanley and Wells Fargo served as financial advisors, with Freshfields as legal counsel.

The company was candid with employees about its capital needs, noting that Greenbacker faces a significant requirement for growth capital beyond 2027 and that, absent this transaction, it would likely have needed to sell assets or raise preferred or new equity at a higher cost of capital and with meaningful execution risk.

Leadership, Employees, and Timing

The combined company would be branded MN8 Energy and led by Jon Yoder, MN8’s president and chief executive, as CEO. The executive team has not yet been finalized but is expected to draw from both organizations.

Greenbacker established a retention program offering eligible employees an award equal to three months of base salary, vesting on the three-month anniversary of closing, and a severance program providing three to nine months of base salary along with COBRA subsidies and outplacement services for qualifying terminations within 12 months of closing. Outstanding restricted and performance share units would accelerate and convert into merger consideration, with 2024 performance units settling at 50 percent of target and 2025 and 2026 performance units at 100 percent of target. MN8 has committed to maintaining base pay, target bonus, and benefits that are no less favorable in the aggregate for 12 months post-closing for continuing employees.

The transaction is expected to close in the fourth quarter of 2026, subject to Greenbacker shareholder approval, MN8 member approval, and customary regulatory approvals. It is not subject to a financing condition. MN8 will file a Form S-4 registration statement containing the proxy statement and prospectus, after which an election window will follow. Greenbacker’s managed funds, including GREC II and GROZ, are not being acquired; the transaction represents a change in control of their investment adviser rather than of the funds themselves, triggering customary investor consent processes under the Investment Advisers Act.

If shareholders decline to approve the deal, Greenbacker has indicated it would continue as a standalone business and could resume its broader strategic review.