Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions There was $0.1 million and $0.1 million due to related parties, as discussed below, and no amounts due from related parties as of June 30, 2024, and December 31, 2023, respectively. Additionally, in the normal course of business, the Company conducts transactions with affiliates, such as: Blackstone Credit Facilities Under the APAF Term Loan, APAF III Term Loan, APAF IV Term Loan, and APACF II Facility, subsidiaries of The Blackstone Group (“Blackstone”), a related party, serve as agents between the Company and a consortium of third-party lenders. See Note 6, "Debt" for further details. During the three months ended June 30, 2024 and 2023, the Company paid zero and $0.2 million, respectively of loan issuance costs to Blackstone. During the six months ended June 30, 2024 and 2023, the Company paid $0.2 million and $0.9 million, respectively, of loan issuance costs to Blackstone. Commercial Collaboration Agreement with CBRE In connection with the Merger, the Company and CBRE entered into a commercial collaboration agreement (the “Commercial Collaboration Agreement”) effective upon the Merger, pursuant to which, among other things, CBRE will invite the Company to join CBRE’s strategic supplier program and CBRE will promote the Company as its preferred clean energy renewable provider/partner, CBRE and the Company will create a business opportunity referral program with CBRE’s brokers, CBRE will reasonably collaborate with the Company to develop and bring to market new products and/or bundles for Company’s customers, the Company will consider in good faith inviting CBRE to become a solar tax equity partner for the Company, on a non-exclusive basis, on market terms to be mutually agreed and CBRE will provide, at no cost to the Company, reasonable access to data-driven research and insights prepared by CBRE (subject to certain exceptions). The Commercial Collaboration Agreement continues for a period of seven years, with automatic one-year renewal period, unless earlier terminated by either party in accordance with the terms set forth therein. On December 9, 2022, the Company amended the Commercial Collaboration Agreement to update the business arrangement and associated fee approach, which provides that CBRE employees, including brokers, non-brokers and other employees who partnered with the Company to bring clean electrification solutions to CBRE’s client base, who met certain minimum criteria (“Qualified Referral”) and who documented such Qualified Referral via an executed Development Agreement, would receive a development fee of between $0.015/watt to $0.030/watt depending on the business segment and teams of such CBRE employees. For the six months ended June 30, 2024, the Company did not incur any costs associated with the Commercial Collaboration Agreement. As of June 30, 2024 and December 31, 2023, there were no amounts due to CBRE associated with the Commercial Collaboration Agreement. Master Services Agreement with CBRE On June 13, 2022, the Company, through its wholly-owned subsidiary, entered into a Master Services Agreement ("MSA") with CBRE under which CBRE assists the Company in developing solar energy facilities. For both the three months ended June 30, 2024 and 2023, the Company incurred $0.1 million for development services provided under the MSA. For the six months ended June 30, 2024 and 2023, the Company incurred $0.3 million and $0.2 million, respectively, for development services provided under the MSA. As of June 30, 2024 and December 31, 2023, there was $0.1 million and $0.1 million due to CBRE for development services provided under the MSA. Lease Agreements with Link Logistics and CBRE The Company has a right to use rooftops to develop and operate solar facilities under lease agreements with subsidiaries of Link Logistics Real Estate Management LLC (“Link Logistics”), a Blackstone portfolio company, and subsidiaries of CBRE. As of June 30, 2024, the Company recognized operating lease assets and operating lease liabilities of $27.0 million and $26.9 million, respectively, in the condensed consolidated balance sheet related to these leases, which have a weighted average remaining lease term of 29 years. During the three months ended June 30, 2024 and 2023, payments made under these leases were $0.6 million and zero, respectively. During six months ended June 30, 2024 and 2023, payments made under these leases were $1.3 million and zero, respectively. CEO Transition Costs On April 26, 2024, Lars Norell resigned as Co-Chief Executive Officer and director of the Company. There were no disagreements between the Company and Mr. Norell that led to his decision to resign as Co-Chief Executive Officer and director. The board of directors has appointed Gregg Felton as sole Chief Executive Officer of the Company. In connection with his resignation, Mr. Norell has signed a separation and release agreement (the “Agreement”), where he will receive severance, which includes (i) eighteen (18) months’ base salary, for an aggregate amount of approximately $0.9 million, payable as salary continuation in accordance with the Company’s normal pay schedule, (ii) a subsidized COBRA continuation coverage for 12 months, or if earlier, until he becomes eligible for medical benefits from a subsequent employer, (iii) a pro rata short-term incentive bonus for plan year 2024, to be paid in March 2025 at the same time that such bonuses are paid to current employees, and (iv) an additional payment of approximately $1.0 million, less applicable payroll deductions, which was paid in a lump sum on the eighth day after the execution of the Agreement. During the three months ended June 30, 2024, the Company recognized $2.2 million of expenses in connection with the CEO transition which are included in general and administrative expenses in the condensed consolidated statement of operations. As of June 30, 2024, there are $1.0 million of remaining payments under the Agreement, which are included in other liabilities in the condensed consolidated balance sheet.
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