Sec Form 13D Filing - GSO Altus Holdings LP filing for ALTUS PWR INC (AMPS) - 2021-12-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Altus Power, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

02217A 102

(CUSIP Number)

with a copy to:

Julian J. Seiguer

Kirkland & Ellis LLP

609 Main Street

Houston, TX 77002

Tel: (713) 836-3600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 9, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1. Security and Issuer

This Schedule 13D relates to the Class A common stock, $0.0001 par value (the “Class A Common Stock”) of Altus Power, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 102 Greenwich Ave, Greenwich, Connecticut 06830. Prior to the Business Combination (as defined below), the Issuer was known as CBRE Acquisition Holdings, Inc. (“CBAH”).

Item 2. Identity and Background

(a)-(b) Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”. This statement is filed on behalf of:

The address of the principal business office of each of the Blackstone Entities and Mr. Schwarzman is c/o Blackstone Inc., 345 Park Avenue, 31st Floor, New York, New York 10154. The principal business address of each of the BXC Entities is c/o Blackstone Alternative Credit Advisors LP, 345 Park Avenue, New York, NY 10154.

Information regarding each director and executive officer of Blackstone Inc. is set forth on Schedule I attached hereto.

(c) The principal business of GSO Altus Holdings LP is investing in securities.

The principal business of GSO Altus Holdings Associates LLC is performing the functions of, and serving as, a general partner (or similar position) of GSO Altus Holdings LP. The principal business of GSO Holdings I L.L.C. is performing the functions of, and serving as, the managing member (or similar position) of and member or equity holder of GSO Altus Holdings Associates LLC, and other affiliated Blackstone entities. The principal business of Blackstone Holdings II L.P. is performing the functions of, and serving as, a managing member or sole member (or similar position) of and member or equity holder in GSO Holdings I L.L.C., and other affiliated Blackstone entities. The principal business of Blackstone Holdings I/II GP L.L.C., is performing the functions of, and serving as, the general partner (or similar position) of Blackstone Holdings II L.P. and other affiliated Blackstone entities.

The principal business of Blackstone Inc. is performing the functions of, and serving as, the sole member of Blackstone Holdings I/II GP L.L.C., and in a similar capacity for other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C., is performing the functions of, and serving as, the sole holder of the Series II preferred stock of Blackstone Inc. The principal occupation of Mr. Schwarzman is serving as an executive of Blackstone Inc. and Blackstone Group Management L.L.C.

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(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Item 2(a)-(b) above for citizenship or place of organization, as applicable, of each of the Reporting Persons.

Item 3. Source and Amount of Funds or Other Consideration

The information in Item 6 of this Schedule 13D is incorporated herein by reference.

Of the aggregate 28,825,125 shares of Class A Common Stock reported herein as beneficially owned by the Reporting Persons (1) pursuant to the Business Combination Agreement (as defined below), 26,725,125 of such shares were acquired on December 9, 2021 following the automatic conversion of GSO Altus Holdings LP’s outstanding shares of common stock of Altus Power, Inc., a Delaware corporation, in existence prior to the consummation of the Business Combination (“Old Altus”) into the right to receive a number of shares of Class A Common Stock calculated pursuant to the Business Combination Agreement, and (2) pursuant to the Subscription Agreement (as defined below), 2,100,000 of such shares were purchased from CBAH on December 9, 2021 by the Reporting Person.

GSO Altus Holdings LP’s payment of the aggregate purchase price of $21,000,000 pursuant to the Subscription Agreement was funded by capital contributions by GSO Altus Holdings LP’s partners.

Item 4. Purpose of Transaction

The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following:

The information in Item 6 of this Schedule 13D is incorporated herein by reference.

The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including communicating with the board of directors of the Issuer (the “Board”), members of management or other security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance

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matters; changes to the Board (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer’s securities, or any action similar to those enumerated above.

Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, the Reporting Persons or their affiliates may seek to acquire securities of the Issuer, including Class A Common Stock and/or other equity, debt, notes or other financial instruments related to the Issuer or the Class A Common Stock (which may include rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments (which may include distributing some or all of such securities to such Reporting Person’s respective partners or beneficiaries, as applicable) from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that any of the Reporting Persons or their affiliates may pursue, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer’s securities or other financial instruments, the Reporting Persons’ or such affiliates’ trading and investment strategies, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to such Reporting Persons and their affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons and such affiliates.

Robert M. Horn, an employee of Blackstone or one of its affiliates, serves as a member of the Board, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

Item 5. Interest in Securities of the Issuer

(a) and (b) Calculations of the percentage of the shares of Class A Common Stock beneficially owned assumes that there were 153,648,830 shares of Class A Common Stock outstanding as of immediately following the closing of the transactions contemplated by the Business Combination Agreement on December 9, 2021, as provided by the Issuer in its Current Report on Form 8-K, filed on December 14, 2021.

The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

As of the date hereof, GSO Altus Holdings LP directly holds 28,825,125 shares of Class A Common Stock.

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GSO Altus Holdings Associates LLC is the general partner of GSO Altus Holdings LP. GSO Holdings I L.L.C. is the managing member of GSO Altus Holdings Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock.

Any beneficial ownership of Class A Common Stock by any of the persons listed on Schedule I is set forth on Schedule I attached hereto.

(c) Except as set forth in Item 3 of this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I. has effected any transaction in Class A Common Stock in the past 60 days.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock reported herein as beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Business Combination Agreement

The securities reported herein as beneficially owned by the Reporting Persons were acquired in connection with the business combination transaction (the “Business Combination”) contemplated by the Business Combination Agreement (the “Business Combination Agreement”), dated as of July 12, 2021, by and among CBAH, CBAH Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of CBAH (“First Merger Sub”), CBAH Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of CBAH (“Second Merger Sub”), Altus Power America Holdings, LLC, a Delaware limited liability company, APAM Holdings LLC, a Delaware limited liability company and the Issuer.

Pursuant to the terms of the Business Combination Agreement, First Merger Sub merged with and into Old Altus, with Old Altus continuing as the surviving corporation, and immediately thereafter Old Altus merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and as a wholly owned subsidiary of CBAH. In connection with the closing of the Business Combination on December 9, 2021 (the “Closing Date”), CBAH changed its name to “Altus Power, Inc.” Pursuant to the Business Combination Agreement, at the effective time of the Business Combination on the Closing Date, 26,725,125 shares of Class A Common Stock were issued to GSO Altus Holdings LP following the automatic conversion of GSO Altus Holdings LP’s outstanding shares of common stock of Old Altus into the right to receive a number of shares of Class A Common Stock calculated pursuant to the Business Combination Agreement.

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Subscription Agreement

Concurrently with the execution of the Business Combination Agreement, GSO Altus Holdings LP entered into a subscription agreement substantially in the form incorporated by reference into this Item 6 (the “Subscription Agreement”) with CBAH, pursuant to which GSO Altus Holdings LP agreed to purchase, and CBAH agreed to sell to GSO Altus Holdings LP, 2,100,000 shares of CBAH’s Class A Common Stock, par value $0.0001 per share (the “PIPE Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $21,000,000 in a private placement. The purchase of the PIPE Shares was consummated substantially concurrently with the Business Combination on December 9, 2021.

Pursuant to the Subscription Agreement, with respect to the PIPE Shares, the Issuer has agreed, within 45 days after the Closing Date, to (a) prepare and file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) registering the resale of the PIPE Shares (the “Subscription Agreement Registration Statement”) and (b) use commercially reasonable efforts to cause the Subscription Agreement Registration Statement to be declared effective as soon as practicable thereafter.

The Subscription Agreement also provides that the Issuer will pay certain expenses relating to such registration and indemnify and hold harmless the registration rights holders (including GSO Altus Holdings LP) against (or make contributions in respect of) certain liabilities which may arise under the Securities Act.

Investor Rights Agreement

In connection with the Business Combination Agreement, on July 12, 2021, GSO Altus Holdings LP, CBAH and the Issuer, among others, entered into an Investor Rights Agreement (the “Investor Rights Agreement”) which provides for, among other things, certain registration rights and transfer restrictions, including that GSO Altus Holdings LP shall not transfer its Class A Common Stock until the date that is 270 days following the Closing Date, unless the last reported sale price of the Class A Common Stock exceeds $12.00 for 20 out of any 30 consecutive trading days, with such measurement period beginning after the date that is 150 days following the Closing Date. GSO Altus Holdings LP has a right to nominate one director to the Board for so long as it and its permitted transferees hold at least 5% of the outstanding shares of the Class A Common Stock. The initial director designated by GSO Altus Holdings LP is Robert Horn.

Pursuant to the Investor Rights Agreement, with respect to Class A Common Stock, the Issuer has agreed, within 45 days after the Closing Date, to (a) prepare and file a registration statement under the Securities Act covering the resale of the Class A Common Stock held by GSO Altus Holdings LP (the “Investor Rights Agreement Registration Statement”) and (b) use commercially reasonable efforts to cause the Investor Rights Agreement Registration Statement to be declared effective as soon as practicable thereafter.

In certain circumstances, GSO Altus Holdings LP will have piggyback registration rights as described in the Investor Rights Agreement.

The Investor Rights Agreement also provides that the Issuer will pay certain expenses relating to such registration and indemnify and hold harmless the registration rights holders (including GSO Altus Holdings LP) against (or make contributions in respect of) certain liabilities which may arise under the Securities Act.

The descriptions of the Business Combination Agreement, Subscription Agreement and Investor Rights Agreement contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such documents, each of which is filed as an exhibit hereto and incorporated by reference herein.

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Item 7. Material to be Filed as Exhibits

Exhibit A Joint Filing Agreement, dated as of December 16, 2021, by and among the Reporting Persons (filed herewith).

Exhibit B Business Combination Agreement, dated July 12, 2021 (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on July 13, 2021).

Exhibit C Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.6 to the Issuer’s Current Report on Form 8-K filed on July 13, 2021).

Exhibit D Investor Rights Agreement, dated July 12, 2021 (incorporated by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K filed on July 13, 2021).

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 17, 2021

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SCHEDULE I

Executive Officers and Directors of Blackstone Inc.

The name and principal occupation of each director and executive officer of Blackstone Inc. are set forth below. The address for each person listed below is c/o Blackstone Inc., 345 Park Avenue, 31st Floor, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Honourable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen of New Zealand.

Except as set forth in this Schedule 13D and the below, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Class A Common Stock.

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