Under the terms of the Agreement and Plan of Merger, dated as of February 5, 2025, among Altus Power, Avenger Parent, Inc. and Avenger Merger Sub, Inc., each share of Altus Power Class A common stock was converted into the right to receive $5.00 in cash. The $5.00 per-share price represented a 66 percent premium to Altus Power's unaffected closing price on October 15, 2024, the last trading day before the company announced a formal board review of strategic alternatives. The press release described the deal as the ''culmination of a comprehensive review of opportunities available to Altus Power, with the assistance of the Company's financial and legal advisors.''

The transaction was structured as a one-step merger in which Merger Sub merged with and into Altus Power, with Altus Power continuing as the surviving corporation and becoming a wholly owned, privately held subsidiary of Parent. The company's definitive merger proxy (DEFM14A), filed March 13, 2025, states the deal was not subject to a financing condition; TPG's equity commitment was backed by an Equity Commitment Letter, and debt financing was to be provided under a Debt Commitment Letter from Goldman Sachs Asset Management, L.P. and Broad Street Credit Holdings LLC. Specific dollar amounts of the equity and debt commitments were not disclosed in the merger agreement excerpts reviewed. Stockholders representing approximately 40 percent of Altus Power's Class A common stock, including funds managed by Blackstone Credit and Insurance and a subsidiary of CBRE Group, Inc., signed voting and support agreements committing to vote in favor of the merger.

Altus Power Chief Executive Officer Gregg Felton called the agreement ''a pivotal moment for Altus Power'' at signing, and upon closing stated that ''the successful close of this transaction marks a pivotal moment for Altus Power, our stockholders, employees and partners.'' Board Chair Christine Detrick said the board ''unanimously approved this transaction'' and that it would ''unlock significant value for our stockholders, customers and employees.'' The companies described the strategic logic as combining ''TPG Rise Climate's investment capabilities with Altus Power's domain expertise in commercial-scale solar'' to scale operations more rapidly and meet rising demand for clean power generation, including for Altus Power's commercial and Community Solar customers.

The merger agreement provided for a company termination fee of $60 million payable by Altus Power under specified circumstances, and a reverse termination fee of $70 million payable by Parent under specified circumstances. Moelis & Company LLC, financial advisor to Altus Power, delivered an opinion to the Altus Power board that the $5.00 per share merger consideration was fair, from a financial point of view, to holders of Class A common stock; the opinion explicitly did not address the merits of the merger as compared with any alternative strategies or transactions. The proxy statement's ''Certain Financial Forecasts'' section was referenced but the specific revenue or EBITDA projection figures were not captured from the excerpts reviewed, so those figures are not disclosed here.

Required approvals included clearance under the Hart-Scott-Rodino Antitrust Improvements Act, whose waiting period expired on March 10, 2025, and approval from the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act, for which Altus Power and the TPG entities filed an application on February 20, 2025. Altus Power stockholders approved the merger at a special meeting held April 9, 2025. The transaction closed April 16, 2025, at which point Altus Power's Class A common stock (previously NYSE: AMPS) was suspended from trading and the company requested that the NYSE file a Form 25 to delist and deregister the shares; Altus Power also intended to terminate its Class A common stock registration and suspend its Exchange Act reporting obligations, becoming a privately held subsidiary of TPG Rise Climate.