Sec Form 13D Filing - GSO Altus Holdings LP filing for ALTUS PWR INC (AMPS) - 2022-10-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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)

September 28, 2022

(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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Explanatory Note

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by the Reporting Persons on December 17, 2021 (the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.

Item 1. Security and Issuer

Item 1 of the Schedule 13D is hereby amended and restated as follows:

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 2200 Atlantic Street, 6^th Floor, Stamford, CT 06902.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

Underwriting Agreement

On September 28, 2022, in connection with a registered secondary public offering of Class A Common Stock (the “Secondary Offering”), the Issuer, GSO Altus Holdings LP (“GSO Altus Holdings”) and the underwriters named therein (the “Underwriters”) entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which GSO Altus Holdings agreed to sell to the Underwriters, and the Underwriters agreed to purchase from GSO Altus Holdings, subject to and upon the terms and conditions set forth therein, 7,000,000 shares of Class A Common Stock at a price to the public of $11.50 per share, with net proceeds to GSO Altus Holdings of $11.01125 per share. GSO Altus Holdings also granted the Underwriters a 30-day option (the “Over-allotment Option”) to purchase up to 1,050,000 shares of Class A Common Stock at a price to the public of $11.50 per share, with net proceeds to GSO Altus Holdings of $11.01125 per share. The Underwriters have not yet exercised their Over-allotment Option, and GSO Altus Holdings completed the Secondary Offering on October 3, 2022.

Lock-up Agreement

In connection with the Secondary Offering, GSO Altus Holdings agreed with the Underwriters, subject to specified exceptions, not to, and not to cause its direct or indirect affiliates to, offer, pledge or sell or otherwise transfer any shares of Class A Common Stock or securities convertible into or exchangeable for shares of Class A Common Stock, for a period of 90 days after September 28, 2022, except with the prior written consent of the Underwriters.

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References to and descriptions of the Underwriting Agreement and Lock-up Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which has been filed as an exhibit hereto and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:

(a) and (b) Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 154,762,094 shares of Class A Common Stock issued and outstanding as of September 14, 2022 as reported in the prospectus supplement dated September 28, 2022, and filed with the SEC on September 29, 2022. The calculation assumes that the Underwriters Over-allotment Option is not exercised.

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 directly holds 21,825,125 shares of Class A Common Stock.

GSO Altus Holdings Associates LLC is the general partner of GSO Altus Holdings. 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 this Amendment No. 1, 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.

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

Item 6 of the Schedule 13D is hereby amended and restated as follows:

The information set forth in Item 4 of this Amendment No. 1 is incorporated by reference into this Item 6.

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Investor Rights Agreement

In connection with the Business Combination Agreement (as defined in the Schedule 13D), on July 12, 2021, GSO Altus Holdings, CBRE Acquisition Holdings, Inc. 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. GSO Altus Holdings 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 is Robert Horn.

Pursuant to the Investor Rights Agreement, with respect to Class A Common Stock, the Issuer has agreed 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 (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 description of the Investor Rights Agreement contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such document, which is filed as an exhibit hereto and incorporated by reference herein .

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Exhibit E Underwriting Agreement, dated as of September 28, 2022, by and among Altus Power, Inc., GSO Altus Holdings LP, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Evercore Group L.L.C. (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on September 29, 2022).

Exhibit F Form of Lock-up Agreement (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on September 29, 2022).

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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: October 3, 2022

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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, 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, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Class A Common Stock or has had any transactions in Common Stock in the past 60 days.

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