MN8 Energy Holdings announced a definitive agreement to acquire Greenbacker Renewable Energy Company LLC in a cash-and-equity transaction valued at up to approximately $375 million, with $350 million payable at closing plus up to $25 million in additional cash contingent on commercial milestones. MN8 currently operates more than 4.3 gigawatts of renewable capacity under construction and in operation across 29 states, while Greenbacker owns approximately 1.9 gigawatts of assets across 22 states.
Upon closing, the combined company will rank among the three largest clean power platforms in the U.S. by renewable generation capacity, with more than 6 gigawatts of operating and under-construction capacity across 33 states. The deal broadens MN8’s geographic reach into the Midwest and Northeast and adds wind generation to its technology mix alongside battery storage, distributed generation, and utility-scale solar. The combined platform will have approximately 94 percent of capacity under contract, a weighted average solar power purchase agreement tenor of approximately 14 years, and a pro forma funded development pipeline of approximately 9.3 gigawatts.
Combined Adjusted EBITDA plus Principal and Interest for the merged company is expected to reach approximately $501 million on a run-rate basis, including $122 million of combined assets under construction, with up to $20 million in identified annual cost savings targeted by the end of 2028 across procurement, SG&A, financing, operations and maintenance, and EPC leverage.
Under the merger agreement, Greenbacker shareholders will receive consideration valued at approximately $1.71 per share, payable in a combination of cash and MN8 equity, plus a pro rata share of the contingent milestone payments. Jon Yoder will continue as President and CEO of the combined company, which is expected to close in the fourth quarter of 2026 pending shareholder approval and regulatory clearances.
J.P. Morgan Securities LLC served as financial advisor and Vinson & Elkins LLP as legal advisor to MN8, while Morgan Stanley & Co. LLC and Wells Fargo served as financial advisors and Freshfields US LLP as legal advisor to Greenbacker.
KEY QUOTES:
“This combination brings together two complementary platforms at a critical time. We have built MN8 to be an institutional-grade, vertically integrated operator with the development, financing, and asset management depth to serve the most demanding enterprise customers in the country. Together with Greenbacker, we will have the scale, diversification, and expertise to lead the next chapter of America’s infrastructure build-out.”
Jon Yoder, President and CEO, MN8
“Greenbacker was built to own and operate high-quality, contracted clean energy assets at institutional scale. This transaction is the next chapter of that story, one that gives our shareholders the opportunity to participate in a combined platform built to grow. MN8 brings exceptional capabilities, an experienced team, and the financial strength to execute on what this platform can become.”
Dan de Boer, CEO, Greenbacker
