- Suntuity is contributing to America’s transition to solar
energy and home electrification. The Company conducts comprehensive
customer outreach and engagement and provides end-to-end solar
system and energy storage design, installation, and customer
service and support across 25 U.S. states.
- The pro forma enterprise value of the combined company is
expected to be $249 million, with the transaction generating up to
approximately $255 million in gross cash proceeds, in each case,
assuming no redemptions by Beard’s public stockholders. In
connection with the transaction, Suntuity has already raised $15
million in funded debt financing.
- Suntuity’s existing equity holders will roll 100% of their
equity into equity of the combined company and will retain
approximately 40% of the ownership at the close of the combination,
with Beard’s existing public stockholders owning approximately 48%
of the combined company, in each case, assuming no redemptions by
Beard’s current public stockholders.
Suntuity Renewables (“Suntuity” or the “Company”), a
leading provider of renewable energy solutions, and Beard Energy
Transition Acquisition Corp. (“Beard”) (NYSE: BRD, BRD.U,
BRD.WS), a special purpose acquisition company, have entered
into a definitive agreement that would result in the combined
company becoming publicly traded.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230519005082/en/
Upon closing of the transaction, the combined company will be
named “Suntuity Inc.” (“New Suntuity”), and its Class A common
stock and warrants are expected to be listed on the New York Stock
Exchange under the new ticker symbols “STY” and “STY.WS,”
respectively.
Suntuity is one of the largest end-to-end residential solar
companies in the country with over 9,500 residential systems
installations across 25 states as of April 2023. Since Suntuity’s
residential solar expansion beginning in 2017, the Company has
originated opportunities representing over 200 Megawatts (“MW”) and
expanded its capabilities to include providing electrification
solutions, installing power generation and storage systems, and
arranging third-party financing solutions for residential
customers. The Company’s industry relationships with top-tier
suppliers and financing partners have contributed to making it a
leading player in the residential solar market, with a 26.7%
install CAGR over the past three years and a robust $55 million
backlog1 comprising over 1,100 projects.
The residential solar market continues to expand in the U.S. as
homeowners take advantage of the cost-saving benefits of solar
energy and tax incentives from the Inflation Reduction Act. These
growth drivers, combined with the potential negative impacts of
climate change on the grid, and the rapid rise in electric vehicle
sales, are placing residential solar and energy storage at the
center of a major shift in the overall energy landscape. Suntuity
uses a mix of in-house and outsourced solutions and capabilities in
an effort to help optimize growth, profitability, and service
efficiency to scale in a fiscally responsible manner.
Management Commentary
“Since 2017, Suntuity’s mission has been to support the
transition to a 100% clean and renewable energy future by
simplifying residential solar power,” said Dan Javan, President and
CEO of Suntuity. “In taking this next step to become a publicly
traded company, we intend to accelerate our growth, broaden our
focus to include comprehensive home electrification solutions and
services across the country, and establish ourselves as a
significant industry participant in the renewable energy
transformation. The Beard team shares our vision to support the
clean energy transition infrastructure buildout, and we’ll be
working with them to close this transaction and execute against our
long-term growth plans.”
“We are looking forward to partnering with Dan and his team to
grow Suntuity,” said Gregory A. Beard, CEO of Beard. “When
searching for a potential partner in this transaction, we sought to
identify a high-growth business in the renewable energy space with
a clear path to scalability and a public-ready management team; we
believe Suntuity satisfies each of these criteria and much more.
Dan and his team are revolutionizing residential solar access in
the United States, and we look forward to supporting them in their
mission through this combination.”
Suntuity Highlights
- Substantial and Growing Addressable Market: Industry
estimates show solar market growth to 11.5 GW by 20332. Despite
these forecasts, total deployments are still a fraction of the
addressable market with 94% of single-family homes currently
without solar.
- Broader Energy Storage Tailwinds: Residential home
energy storage, highly complementary with home solar, has also
grown substantially in tandem with home solar installations.
Battery sales in conjunction with solar systems are expected to
climb quickly through 2026, given tight battery supply has been the
main bottleneck in recent years.
- Compelling Government Incentives: The 2022 extension of
the Investment Tax Credit in the Inflation Reduction Act provides
stability and investment opportunity for solar and storage energy
within the U.S., including a 30% tax credit for residents
installing solar and/or energy systems.
- Significant Existing Footprint with Future Visibility:
Suntuity has originated approximately 21,000 projects since 2017
across 25 states, translating to a three-year install CAGR of
26.7%. As of April 2023, Suntuity has a $55 million backlog spread
across 1,100 planned projects.
- Defined Growth Plan Supported by Tier One Relationships:
The Company has generated significant order momentum and planned
geographic expansion with installs increasing 54% year-over-year in
Q1 2023 and state coverage expanding to 25 states. Execution risk
is reduced through the Company’s industry relationships with
top-tier suppliers and financing partners.
- Experienced Industry Leadership: Suntuity’s extended
management team represents over 100 years of combined solar and
related industry experience, including senior leadership positions
with several industry peers.
Transaction Overview
Pursuant to the business combination agreement, Beard will
acquire Suntuity for a pre-money equity value of $190 million. In
connection with the transaction, the combined company, New
Suntuity, will issue 19.0 million new shares to current members of
Suntuity.
Existing Suntuity members will exchange 100% of their equity
interests in Suntuity for equity in New Suntuity. Cash proceeds
will consist of cash from Beard’s trust account after redemptions
by Beard’s public stockholders. In connection with the transaction,
Suntuity has also already raised $15 million in funded debt
financing.
The business combination has been unanimously approved by the
boards of directors of both Beard and Suntuity and is expected to
close in the fourth quarter of 2023, subject to regulatory and
stockholder approvals and other customary closing conditions.
Upon closing of the transaction, Suntuity’s senior management
are expected to continue to serve in their existing roles. Current
Suntuity members are expected to own approximately 40% of the
combined company at close of the transaction, assuming no
redemptions by Beard’s public stockholders.
Advisors
Vinson & Elkins L.L.P. is serving as legal advisor to Beard.
ROTH Capital Partners is serving as capital markets advisor, and
Loeb & Loeb LLP is serving as legal advisor to Suntuity.
_________________ 1 As of March 31, 2023. 2 EIA Short-Term
Energy Outlook, October 2022.
About Suntuity Renewables
Suntuity Renewables is a leading residential solar company in
the country. The Company acquires customers, designs solar energy
and home electrification solutions, installs and maintains those
systems, and arranges third-party financing solutions for
residential customers across the United States. The Company uses a
mix of in-house and outsourced solutions to optimize growth,
profitability and efficiency of its services which enable it to
grow and scale.
About Beard Energy Transition Acquisition Corp.
Beard is a blank check company incorporated as a Delaware
corporation and formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses or assets.
Forward-Looking Statements
This press release includes certain statements that may
constitute “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Forward-looking
statements include, but are not limited to, statements that refer
to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions. The
words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements may include, for
example, statements about Suntuity’s or Beard’s ability to
effectuate the proposed business combination discussed in this
press release; the benefits of the proposed business combination;
the future financial performance of New Suntuity, which will be the
go-forward public company following the completion of the business
combination, following the Transactions; changes in Suntuity’s
strategy, future operations, financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of
management. These forward-looking statements are based on
information available as of the date of this press release, and
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as
representing New Suntuity’s, Suntuity’s or Beard’s views as of any
subsequent date, and none of New Suntuity, Suntuity or Beard
undertakes any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws. Neither
New Suntuity nor Beard gives any assurance that either New Suntuity
or Beard will achieve its expectations. You should not place undue
reliance on these forward-looking statements. As a result of a
number of known and unknown risks and uncertainties, New Suntuity’s
actual results or performance may be materially different from
those expressed or implied by these forward-looking statements.
Some factors that could cause actual results to differ include: (i)
the timing to complete the proposed business combination by Beard’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline; (ii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive agreements relating
to the proposed business combination; (iii) the outcome of any
legal, regulatory or governmental proceedings that may be
instituted against New Suntuity, Beard, Suntuity or any
investigation or inquiry following announcement of the proposed
business combination, including in connection with the proposed
business combination; (iv) the inability to complete the proposed
business combination due to the failure to obtain approval of
Beard’s stockholders; (v) Suntuity’s and New Suntuity’s success in
retaining or recruiting, or changes required in, its officers, key
employees or directors following the proposed business combination;
(vi) the ability of the parties to obtain the listing of New
Suntuity’s common stock and warrants on a national exchange upon
the closing of the proposed business combination; (vii) the risk
that the proposed business combination disrupts current plans and
operations of Suntuity; (viii) the ability to recognize the
anticipated benefits of the proposed business combination; (ix)
unexpected costs related to the proposed business combination; (x)
the amount of redemptions by Beard’s public stockholders being
greater than expected; (xi) the management and board composition of
New Suntuity following completion of the proposed business
combination; (xii) limited liquidity and trading of New Suntuity’s
securities; (xiii) geopolitical risk and changes in applicable laws
or regulations; (xiv) the possibility that Suntuity or Beard may be
adversely affected by other economic, business, and/or competitive
factors; (xv) operational risks; (xvi) the possibility that natural
disasters, raw material, component and labor shortages, global and
regional shipping and logistics constraints, work stoppages,
epidemics or pandemics, or the physical effects of climate change
disrupt Suntuity’s business; (xvii) litigation and regulatory
enforcement risks, including the diversion of management time and
attention and the additional costs and demands on Suntuity’s
resources; (xix) the risks that the consummation of the proposed
business combination is substantially delayed or does not occur;
and (xx) other risks and uncertainties indicated from time to time
in the proxy statement/prospectus relating to the proposed business
combination, including those under “Risk Factors” therein, and in
Beard’s other filings with the Securities and Exchange Commission
(“SEC”).
Additional Information and Where to Find It
In connection with the proposed business combination, New
Suntuity, which will be the going-forward public company, will file
a registration statement on Form S-4 (the “Registration Statement”)
with the SEC, which will include a preliminary prospectus of New
Suntuity and a preliminary proxy statement of the SPAC. Information
in the preliminary proxy statement/prospectus will not be complete
and may be changed. The Registration Statement, including the proxy
statement/prospectus contained therein, will contain important
information about the proposed business combination and the other
matters to be voted upon at Beard’s stockholder meeting. After the
registration statement is declared effective, Beard will mail the
definitive proxy statement/prospectus relating to the proposed
business combination to Beard’s stockholders as of a record date to
be established for voting on the proposed business combination.
This document does not contain all the information that should be
considered concerning the proposed business combination and other
matters and is not intended to provide the basis for any investment
decision or any other decision in respect of such matters.
Stockholders of Beard and other interested persons are advised to
read, when available, the definitive proxy statement/prospectus as
well as other documents filed or to be filed with the SEC because
these documents will contain important information about Beard, New
Suntuity, Suntuity and the proposed business combination. Once
available, investors and security holders may also obtain a copy of
the Registration Statement, including the preliminary or definitive
proxy statement/prospectus, and other documents filed with the SEC
by Beard or New Suntuity without charge at the SEC’s website
(www.sec.gov).
Participants in the Solicitation
Beard, New Suntuity and Suntuity and their respective directors
and executive officers may be deemed participants in the
solicitation of proxies of Beard’s stockholders with respect to the
proposed business combination. Information about the directors and
executive officers of Beard and their ownership is set forth in
Beard’s filings with the SEC, including its Annual Report on Form
10-K filed with the SEC on March 13, 2023, and its other filings
with the SEC. Additional information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the Beard’s stockholders in connection with the
proposed business combination will be set forth in the Registration
Statement containing the preliminary proxy statement/prospectus,
when available. Stockholders, potential investors and other
interested persons should read the Registration Statement and the
definitive proxy statement/prospectus when it becomes available
carefully before making any voting or investment decisions. These
documents are available free of charge at the SEC’s website at
www.sec.gov.
No Offer or Solicitation
This communication is related to the proposed business
combination between Beard, Suntuity and New Suntuity and shall not
constitute a “solicitation” as defined in Section 14 of the
Exchange Act. This communication is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed business combination
and does not constitute an offer, or a solicitation of an offer, to
sell or buy any securities of Beard, New Suntuity or Suntuity, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
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Investors:
For Suntuity Gateway Group 949-574-3860
Suntuity@gatewayir.com
For Beard info@beardacq.com
Media:
For Suntuity Gateway Group 949-574-3860
Suntuity@gatewayir.com
For Beard info@beardacq.com
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