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EX-99.1 - EX-99.1 - ENERNOC INC | b87184exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 1, 2011
EnerNOC, Inc.
Delaware | 001-33471 | 87-0698303 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
101 Federal Street, Suite 1100, Boston, Massachusetts | 02110 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (617) 224-9900
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. | Entry into a Material Definitive Agreement. |
On July 1, 2011, EnerNOC, Inc. (EnerNOC) entered into a Stock Purchase Agreement (the Stock
Purchase Agreement) with EnerNOC Australia Pty Ltd (ACN 143 762 350), a wholly-owned subsidiary of
EnerNOC (EnerNOC Australia), Energy Response Holdings Pty Ltd (ACN 108 827 596) (Energy
Response), Semibreve Pty Ltd (CAN 139 654 541), in its capacity as the Energy Response
securityholders representative (the Securityholder Representative), and certain persons listed on
the signature pages thereto as stockholders, optionholders and noteholders (collectively, the
Securityholders). Pursuant to the Stock Purchase Agreement, EnerNOC Australia acquired all of
the outstanding capital stock of Energy Response, with Energy Response continuing as a wholly-owned
subsidiary of EnerNOC Australia (the Transaction). In consideration for Energy Response and the
Securityholders entering into the Stock Purchase Agreement, EnerNOC guaranteed the performance of
the obligations of EnerNOC Australia under the Stock Purchase Agreement. Energy Response is a
leading provider of demand response services in the Australian and New Zealand electricity markets.
The Transaction closed on July 1, 2011.
The total purchase price paid by EnerNOC at closing was A$27.9 million, of which A$2.5 million
was paid in shares of EnerNOC common stock, $.001 par value per share (EnerNOC Common Stock), and
the balance of which was paid in cash. The actual number of shares of EnerNOC Common Stock issued
in the Transaction was based upon the average of the per share last sale price for EnerNOC Common
Stock on The NASDAQ Global Market for the thirty trading day period ending three trading days prior
to the closing. In addition, the Securityholders may be entitled to an additional earnout payment
of A$10,000,000, of which A$3.3 million will be paid in shares of EnerNOC Common Stock and the
balance of which will be paid in cash, upon the development of a
demand response reserve capacity market in the National Electricity Market in Australia by December
31, 2013 that meets certain market size and price per megawatt
conditions.
Of the total amount paid to the Stockholders at closing, A$2.75 million, of which
approximately 80% consisted of shares of EnerNOC Common Stock and 20% consisted of cash, was
deposited into an escrow fund to secure certain indemnification obligations of the Securityholders
(the Escrow Fund). The balance of the Escrow Fund in excess of any amounts held for unresolved
claims will be distributed to the Securityholders as follows: (i) one-third of the Escrow Fund
following the six-month anniversary of the closing, (ii) an additional one-third of the Escrow Fund
following the twelve-month anniversary of the closing, and (iii) the remaining one-third of the
Escrow Fund following the eighteenth-month anniversary of the closing. There is a separate escrow
of A$200,000 in cash to cover any expenses and secure the obligations of the Securityholder
Representative arising under the Stock Purchase Agreement. The remaining balance of the
Securityholder Representative escrow will be released pro rata to the Securityholders ten business
days following termination of the Ssecurityholder Representatives appointment under the Stock
Purchase Agreement.
The description of the Transaction described in this report does not purport to be complete
and is qualified in its entirety by reference to the Stock Purchase Agreement, which will be filed
as an Exhibit to EnerNOCs Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
The representations and warranties included in the Stock Purchase Agreement are not intended to
provide any factual information about Energy Response, EnerNOC Australia or EnerNOC or serve as
disclosure to investors and security holders and therefore should not be relied on as such.
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Item 3.02. | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 above with respect to the issuance by EnerNOC of shares
of EnerNOC Common Stock in the Transaction is incorporated herein by reference. The share
consideration paid by EnerNOC was issued in reliance on an exemption from the registration
provisions of the Securities Act of 1933, as amended, set forth in Rule 506 of Regulation D
promulgated thereunder.
Item 7.01 | Regulation FD Disclosure. |
On July 6, 2011, EnerNOC issued a press release announcing the execution of the Stock Purchase
Agreement and the closing of the Transaction. A copy of this press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished
and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
99.1 | Press release issued by EnerNOC on July 6, 2011, furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENERNOC, INC. |
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Date: July 6, 2011 | By: | /s/ Timothy Weller | ||
Name: | Timothy Weller | |||
Title: | Chief Financial Officer (Principal Financial Officer) |
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