Cerberus Capital Management II, L.P. - Aug 29, 2024 Form 4 Insider Report for Eos Energy Enterprises, Inc. (EOSE)

Signature
CERBERUS CAPITAL MANAGEMENT II, L.P., Name: /s/ Alexander D. Benjamin, Title: Senior Managing Director and Chief Legal Officer
Stock symbol
EOSE
Transactions as of
Aug 29, 2024
Transactions value $
$0
Form type
4
Date filed
9/3/2024, 05:17 PM
Previous filing
Jun 28, 2024
Next filing
Sep 12, 2024

Transactions Table

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto (the "Lenders"), and CCM Denali Debt Holdings, LP, as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), on August 29, 2024, the Issuer submitted a borrowing request under the Credit Agreement, the Lenders funded the full amount of the scheduled $30 million delayed draw term loan under the Credit Agreement, and in connection with such draw and pursuant to the terms and conditions of the Credit Agreement and Securities Purchase Agreement,
F2 (Continued from footnote 1) the Issuer issued 7 shares of a newly designated Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity, with the number of shares of such series having a liquidation value as if such shares were convertible into an aggregate of 28,806,463 shares of common stock, par value $0.0001 per share (the "Common Stock") of the Issuer. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024, is obtained, the Series A-2 Preferred Stock will be convertible into a number of shares of Series B-2 Preferred Stock that are convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock.
F3 The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity.
F4 Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Nicholas P. Robinson and Gregory Nixon, each an employee of an affiliate of the Reporting Persons, are directors of Eos Energy Enterprises, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization of the Issuer.