Close

Form 8-K ENERNOC INC For: Jan 02

January 5, 2015 4:44 PM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January�2, 2015

EnerNOC, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware 001-33471 87-0698303

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Marina Park Drive, Suite 400

Boston, Massachusetts

02210
(Address of Principal Executive Offices) (Zip Code)

Registrant�s telephone number, including area code: (617)�224-9900

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction�A.2. below):

Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule�14d-2(b) under the Exchange Act (17�CFR�240.14d-2(b))

Pre-commencement communications pursuant to Rule�13e-4(c) under the Exchange Act (17�CFR�240.13e-4(c))


Item�2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, EnerNOC, Inc., a Delaware corporation (the �Company�) entered into a definitive Agreement and Plan of Merger, dated as of�November 4, 2014 (the �Merger Agreement�), with Wolf Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (�Purchaser�) and World Energy Solutions, Inc., a Delaware corporation (�World Energy�). In accordance with the terms of the Merger Agreement, on November�19, 2014, Purchaser commenced a tender offer (the �Offer�) for all of World Energy�s outstanding shares of common stock, par value $0.0001 per share (the �Shares�), at a purchase price of $5.50 per Share, net to the seller in cash, without interest, less any applicable withholding taxes (the �Offer Price�).

The Offer expired at 11:59 p.m., Boston, Massachusetts time on January�2, 2015 as scheduled and was not extended. According to Computershare Trust Company, N.A., the depositary for the Offer, a total of 11,319,139 Shares were validly tendered and not properly withdrawn as of the expiration of the Offer, which represented approximately 89% of the outstanding Shares. The condition to the Offer that a majority of the outstanding Shares on a fully diluted basis be validly tendered and not withdrawn has been satisfied and as a result, Purchaser accepted for payment all Shares that were validly tendered and not withdrawn, and payment for such Shares has been made to the depositary. In accordance with the terms of the Offer, the depositary will act as agent for tendering stockholders for the purpose of receiving payments for tendered Shares and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. In addition, notices of guaranteed delivery have been delivered with respect to 135,999 additional Shares, representing approximately 1% of the outstanding Shares.

On January�5, 2015, Purchaser merged with and into World Energy, with World Energy surviving as a wholly owned subsidiary of the Company (the �Merger�). The Merger was governed by Section�251(h)�of the General Corporation Law of the State of Delaware, with no stockholder vote required to consummate the Merger. At the effective time of the Merger, each Share then outstanding (other than Shares that are held by any stockholders who are entitled to and who properly demanded appraisal in connection with the Merger) was converted into the right to receive the Offer Price, except for Shares then owned by the Company or Purchaser and Shares held in treasury of World Energy or by any of its wholly owned subsidiaries, which Shares were cancelled and retired and ceased to exist effective as of the Merger, and no consideration will be delivered in exchange therefor.

The aggregate consideration paid by Purchaser in the Offer and Merger was approximately $77 million, including assumption of debt, without giving effect to related transaction fees and expenses. The Company provided Purchaser with sufficient funds to purchase all Shares validly tendered and not properly withdrawn and to pay for the acquisition of the remaining Shares in the Merger. The Company funded the payment from its general corporate funds on the terms and conditions previously disclosed in the Tender Offer Statement on Schedule TO filed by the Company and Purchaser with the Securities and Exchange Commission on November�19, 2014, as amended.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement furnished as Exhibit�2.1 to the Current Report on Form�8-K filed by the Company on November�4, 2014, which is incorporated herein by reference.


Item�8.01. Other Events.

On January�5, 2015, the Company issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the press release is attached hereto as Exhibit�99.1 and incorporated herein by reference.

Item�9.01. Financial Statements and Exhibits.

Exhibit
No.

��

Description

��2.1 �� Agreement and Plan of Merger, dated as of November 4, 2014, by and among World Energy, the Company and the Purchaser (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 5, 2014)
99.1 �� Press Release issued by the Company on January 5, 2015


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENERNOC, INC.
Date: January 5, 2015 By:

/s/ Neil Moses

Name: Neil Moses
Title: Chief Operating Officer & Chief Financial Officer
(Principal Financial Officer)


EXHIBIT INDEX

Exhibit
No.

��

Description

��2.1 �� Agreement and Plan of Merger, dated as of November 4, 2014, by and among World Energy, the Company and the Purchaser (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 5, 2014)
99.1 �� Press Release issued by the Company on January 5, 2015

-3-

LOGO

Media and Investor Relations:

Robin Deliso

617.692.2601

[email protected]

EnerNOC Completes Acquisition of World Energy Solutions

- Acquisition Increases Energy Procurement Functionality and Grows Enterprise Customer Base -

BOSTON, MA, JANUARY 5, 2015 � EnerNOC, Inc. (NASDAQ: ENOC), a leading provider of energy intelligence software (EIS), today announced that it has closed the previously announced acquisition of World Energy Solutions, Inc. (NASDAQ: XWES), an energy management software and services firm that helps enterprises simplify the energy procurement process through a suite of Software-as-a-Service (SaaS) tools. To date, World Energy has transacted more than $45 billion in electricity, natural gas, and environmental commodities for its customers, making it one of the top energy procurement specialists in the U.S. by revenue and volume.

�We�re excited to finalize the acquisition of World Energy Solutions, shift our focus to the integration of our product platforms and teams, and deliver additional value to our enterprise customers,� said Tim Healy, Chairman and CEO of EnerNOC.

EnerNOC acquired World Energy for a purchase price of $5.50 per share, and the assumption of debt for a total transaction value of approximately $77 million in cash. The acquisition occurred through a merger under Section�251(h) of the General Corporation Law of the State of Delaware following the successful completion of EnerNOC�s previously announced tender offer to purchase all outstanding shares of common stock of World Energy Solutions for $5.50 per share in cash. The tender offer expired at 11:59 pm EST on January�2, 2015. The acquisition is expected to provide EnerNOC with approximately $30 million in incremental Annual Recurring Revenue (ARR), giving the Company approximately $50 million of ARR from enterprise customers. The acquisition is expected to be accretive to EnerNOC earnings in 2016.

As of the expiration of the tender offer, approximately 11.3�million shares were validly tendered and not withdrawn in the tender offer, representing 89% of World Energy Solutions� outstanding shares, according to the depositary. The condition to the tender offer that a majority of World Energy Solutions� outstanding shares on a fully diluted basis be validly tendered and not withdrawn has been satisfied. All shares that were validly tendered and not withdrawn have been accepted for payment. The depositary has also informed EnerNOC that Notices of Guaranteed Delivery have been delivered with respect to 135,999 additional shares, representing approximately 1% of World Energy Solution�s currently outstanding shares.

As a result of the merger, all remaining eligible World Energy Solutions shares were converted into the right to receive $5.50 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer, and World Energy Solutions shares will cease to be traded on the NASDAQ Global Market.

About EnerNOC

EnerNOC is a leading provider of cloud-based energy intelligence software (EIS) and services to thousands of enterprise customers and utilities globally. EnerNOC�s EIS solutions for enterprise customers improve energy productivity by optimizing how they buy, how much they use, and when they use energy. EIS for enterprise includes supply management, utility bill management, facility optimization,


LOGO

visibility and reporting, project management, demand management, and demand response. EnerNOC�s EIS solutions for utilities help maximize customer engagement and the value of demand-side resources, including demand response and energy efficiency. EnerNOC supports customer success with its world-class professional services team and a Network Operations Center (NOC) staffed 24x7x365. For more information, visit www.enernoc.com.

Safe Harbor Statement

Statements in this press release regarding management�s future expectations, beliefs, intentions, goals, strategies, plans or prospects, including, without limitation, statements relating to EnerNOC�s vision for EIS, EnerNOC�s ability to help enterprises control costs and stay competitive in an increasingly global marketplace, the ability of the acquisition to deliver value to EnerNOC�s enterprise customers, the acceleration of EnerNOC�s product roadmap and the addition of $30 million to EnerNOC�s enterprise annual recurring revenue, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including risks relating to any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects; our ability to retain key executives and employees; slowdowns or downturns in economic conditions, relationships with strategic partners, the presence of competitors with greater financial resources than ours and their strategic response to our products; and our ability to successfully integrate World Energy and the associated technology and achieve operational efficiencies, as well as those risks, uncertainties and factors referred to under the section �Risk Factors� in EnerNOC�s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as other documents that may be filed by EnerNOC from time to time with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, the Company�s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. EnerNOC is providing the information in this press release as of this date and assumes no obligations to update the information included in this press release or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

EnerNOC, Inc. Investor Relations

Sarah McAuley

617-532-8195

[email protected]



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings