UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 5, 2024, the board of directors (the “Board”) of Greenbacker Renewable Energy Company LLC (the “Company”) approved an Amended and Restated Certificate of Share Designation of Class EO Shares of the Company (the “Amended and Restated Certificate of Designation”). The Amended and Restated Certificate of Designation amends and restates the Certificate of Share Designation of Class EO Shares of the Company, dated May 19, 2022 (the “Original Certificate of Designation”) as described below. The description of the Original Certificate of Designation as set forth in Item 5.03 of the Company’s Current Report on Form 8-K as filed with the Commission on May 23, 2022, is incorporated herein by reference.
The Amended and Restated Certificate of Designation amends Section 3.1(d) of the Original Certificate of Designation to provide for the allocation of net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Company, including but not limited to net capital gains realized in connection with an adjustment to the book value of company assets under Internal Revenue Code of 1986, as amended, Section 704(b) (“Liquidating Gains”), first to such Earnout Shares that have become Participating Earnout Shares until each such Participating Earnout Shares have a capital account (“Capital Account”) equal to the average per share Capital Account of the Class P-I Shares immediately prior to the time of such allocation (the “Target Capital Account”).
The foregoing description of the Amended and Restated Certificate of Designation does not purport to be a complete description of the terms of the Amended and Restated Certificate of Designation and is qualified in its entirety by reference to the text of the Amended and Restated Certificate of Designation, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Amended and Restated Certificate of Share Designation of Class EO Common Shares of Greenbacker Renewable Energy Company LLC, dated as of February 5, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 9, 2024 | Greenbacker Renewable Energy Company LLC | |
| By: | /s/Charles Wheeler | |
| Name: | Charles Wheeler | |
| Title: | Chief Executive Officer, President and Director | |