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Third Largest EnerNOC Shareholders Push For Completion of Strategic Review, Aggressive Restructuring

April 18,2017



Periam Limited and certain other participants, which called itself the third largest group of shareholders of EnerNOC, Inc., with approximately 5.5% of the company's outstanding shares, issued an open letter to shareholders seeking more aggressive restructuring and competition of EnerNOC's Strategic Review

"The immense shareholder value destruction at EnerNOC in recent years is of grave concern to all EnerNOC shareholders. We have been particularly shocked by management's poorly executed foray into energy intelligence software ("EIS") and disappointed by the Board of Directors' (the "Board") stewardship of shareholder interests as it became clear that EIS was not progressing as originally conceived," Periam Limited wrote

"Since the issuance of its convertible bonds on August 18, 2014, which pre-funded EnerNOC's expansion into EIS, the EnerNOC share price has fallen by over 70%. Additionally, the Company's management continued to run the EIS unit at an undiminished annualized cash burn rate of over $70 million (equivalent to over 40% of current market capitalization) for several quarters despite flat operating metrics," Periam Limited wrote

"As things stand, the Concerned Shareholders believe that EnerNOC shares are deeply undervalued and that there exist numerous opportunities to significantly increase shareholder value, including operational and financial improvements as well as strategic initiatives," Periam Limited wrote

"We appreciate that the Board has engaged advisors to conduct a strategic review of the Company's assets and believe that this was a necessary first step toward realizing the value we believe is inherent in the Company's businesses. However, we are highly skeptical that this value will be fully realized under EnerNOC's current corporate governance structure," Periam Limited wrote

Periam Limited said it has been in an active dialogue with management and the Board to address the various value-enhancing opportunities and to implement enhanced Board-level oversight

Periam Limited and associated shareholders nominated two candidates to EnerNOC's Board:

• Gregory Share – Mr. Share is an independent investor focused on investments in software and financial services companies through his investment firm, Ambina Partners, LLC. Mr. Share has twenty years of prior private equity experience, having served in various capacities for Moelis Capital Partners, Fortress Investment Group ("Fortress") and Madison Dearborn Partners. Mr. Share earned a B.S. degree in Economics from the University of Pennsylvania, The Wharton School.

• Jeffrey M. Tuder – Mr. Tuder is the Managing Member of Tremson Capital Management, LLC, a private investment firm focused on identifying and investing in securities of undervalued publicly-traded companies. Mr. Tuder has twenty years of private and public equity investment experience, having served in various capacities for KSA Capital Management, LLC, JHL Capital Group, LLC, CapitalSource Finance, LLC , and Fortress Investment Group. Mr. Tuder has served as a Director of a number of private companies and is currently a Director of MRV Communications (NASDAQ: MRVC), a publicly-traded networking equipment company, where Mr. Tuder also serves as Chairman of the Audit Committee. Mr. Tuder received B.A. in English Literature from Yale University.

"In addition, the Concerned Shareholders urge the Company to immediately improve its overall transparency to investors through enhanced financial disclosure. For example, it is unacceptable that gross margins and operating expense lines are not broken out by business unit. Similarly, shareholders have the right to understand the composition of the approximately $20 million of corporate unallocated expenses. Absent this information, EnerNOC's shareholders are at a severe disadvantage in assessing any proposal that may be put to them as a result of the strategic review. Furthermore, without increased disclosure, shareholders are less able to adequately assess the performance of each of EnerNOC's businesses on an ongoing basis," Periam Limited wrote



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EnerNOC   M&A  

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