Form 8-K ENERNOC INC For: Nov 25

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November�25, 2014

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EnerNOC, Inc.

(Exact Name of Registrant as Specified in Charter)

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

N/A

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

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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):

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On November�25, 2014, EnerNOC, Inc. provided a presentation to the employees of World Energy Solutions, Inc., a copy of which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item�7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934 (the �Exchange Act�) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item�9.01. Financial Statements and Exhibits.

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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.

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EXHIBIT INDEX

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EnerNOC & World Energy Meetings Q4 2014 Exhibit 99.1

2 EnerNOC�s team here today Neil Moses Chief Operations Officer & Chief Financial Officer Fielder Hiss VP of Product Management Keith Albee Leader of Inside Sales Phil Pergola VP of Professional Services Sean Leaver Director of Corporate Development Tracy Rifkin Nicholas HR Business Partner Patricia O'Neill VP, Human Resources Eric Watt VP of Finance Gerry Wilson Chief Information Officer

3 The purpose for today�s visit to Worcester Reason for today�s visit: Similarly to our last visit, World Energy�s Special Committee has requested we keep our remarks at a high-level and not get into detail about integration at this time 1. Reiterate the strategic fit between the two companies 2. Answer high-level questions about our company now that the tender process has started

4 EnerNOC Q3 financial results as stated on Nov 6th Closing in on full-year revenue growth of more than 20% Q3 Guidance Results Revenue $313 � $323 $329 Adj EBITDA $123.5 � $127 $125 Ending Cash $246 2014 Guidance Issued on Aug 7 Issued on Nov 6 Revenue $450 � $465 $465 � $470 Adj EBITDA $72 � $76 $72 � $76 Ending Cash $270 � $280 Beat Q3 revenue guidance Raised full-year revenue guidance (in millions) th th

5 EnerNOC�s organization chart COO & CFO Neil Moses Legal Matt Cushing HR Patricia O'Neill M&S Gregg Dixon President David Brewster Product Micah Remley Chief Executive Officer Tim Healy

6 World Energy, a strategic acquisition for EnerNOC Attractive attributes of World Energy: We see tremendous growth opportunity here to take advantage of the assets from both companies, including the significant assets in the people at World Energy that we're excited to welcome to our team -Tim Healy Software-as-a-Service model that helps enterprises simplify the energy procurement process Solid team of employees with strong energy expertise Technology platform that can scale up to tens of thousands of users Enterprise customers that are accustom to managing their energy spend

7 EnerNOC�s energy intelligence software How you buy it How much you use When you use it Tools to manage risk, energy purchasing, set budgets & track bills. Tools to benchmark usage, identify energy waste & prioritize opportunities. Tools to maximize demand response revenue and minimize peak demand costs. Visibility and Reporting Demand Response Supply Management � Develop accurate energy budgets � Track costs against budget � Conduct budget scenario planning � Automate procurement activities Utility Bill Management (UBM) � Collect historical utility bills � Track trends in utility usage & cost � Discover & report billing errors � Streamline accounts payable Track trends in energy usage &� carbon impact Visualize real-time energy data to understand consumption patterns Automate ENERGY STAR reporting Facility Optimization Benchmark & compare facilities Analyze meter data to identify cost saving opportunities Prioritize actions across a portfolio Project Management Track the impact of measures Earn revenue to fund your energy projects Measure & manage DR event performance Track payment history Demand Management Alert on demand thresholds Quantify cost impact of demand peaks Forecast new facility & system peaks

8 World Energy adds world-class software features How you buy it � Budget-related management tools � Auctions � RFP automation � Contract tracking � Position alerts EnerNOC World Energy Supply Management

9 World Energy adds proven energy efficiency capabilities How you buy it � Building benchmarking & other multi-building tools � Meter-data analytics � Audit automation � Process automation tools EnerNOC World Energy Facility Optimization

10 We�re planning to visit major offices over the next few weeks Nov 4 th Execute merger agreement & announce transaction Nov 5 th World Energy all-employee presentation Nov 6 th EnerNOC�s quarterly earnings call Nov 10 th World Energy�s quarterly earnings call Nov 25 th All-hands meeting to outline the strategic fit between the two companies and Q&A Early-Dec Integration discussions begin with World Energy Dec 29 th Jan� 2 nd Jan 5 th Go shop completed Tender process completed Potential closing date

EnerNOC, Inc. Safe Harbor Statement Statements in this presentation regarding management's future expectations, beliefs, intentions, goals, strategies, plans or prospects, including, without limitation, statements relating to EnerNOC�s future financial performance on both a GAAP and non-GAAP basis and the future growth and success of EnerNOC�s energy intelligence software and related solutions, statements relating to the ability of the EnerNOC and World Energy to complete the transactions contemplated by the merger agreement, including the parties� ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the merger agreement, 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, 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; failure to consummate or delay in consummating the transaction; 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.

Important Information This presentation is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of World Energy Solutions, Inc. or any other securities. EnerNOC, Inc. has commenced a tender offer for all outstanding shares of common stock of World Energy Solutions, Inc. and has filed with the SEC a tender offer statement on Schedule TO (including an Offer to Purchase, a Letter of Transmittal and related documents), which will be amended as necessary. World Energy Solutions, Inc. has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, which will be amended as necessary. These documents contain important information, including the terms and conditions of the Tender Offer, and stockholders of World Energy Solutions, Inc. are advised to carefully read these documents before making any decision with respect to the Tender Offer. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the Solicitation/Recommendation Statement and related documents may be obtained for free by contacting the investor relations department of World Energy Solutions, Inc. at [email protected]. The Offer to Purchase and related documents may be obtained for free by contacting the investor relations department of EnerNOC, Inc. at [email protected] or by directing such requests to the information agent for the tender offer, Alliance Advisors LLC, at 855-976-3328 (toll-free).

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