v3.25.4
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

NOTE 22—SUBSEQUENT EVENTS

The Company evaluated subsequent events related to its December 31, 2025 consolidated financial statements through the date the financial statements were issued. The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements, except for the matters discussed below.

 

On March 9, 2026, the Company entered into a new, five year Senior Credit Facility with CCH1 MEH Lender LLC (a wholly owned subsidiary of Hannon Armstong Capital LLC “HASI”, “New Senior Credit Facility”) that consists of up to $200,000 in senior indebtedness, of which $155,000 is outstanding as of March 11, 2026. These proceeds were used to repay all outstanding debt of the Company at the date of closing. Subject to various requirements as defined in the underlying agreement, the Company expects to have an additional $25,000 in proceeds drawn upon the conclusion of an engineering review over its Montauk Ag Renewables Acquisition. Also subject to various requirements as defined in the underlying agreement, the Company expects the final proceeds to be dispensed at the commissioning and operation of its Montauk Ag Renewables Ag Acquisition. Finally, the Company maintains a cash collateralized facility with an entity not related to the HASI New Senior Credit Facility and still has issued $2,190 of letters of credit. The New Senior Credit Facility matures in March 2031. The New Senior Credit Facility includes various affirmative and negative covenants that require the Company to meet specified financial ratios and financial tests, as defined in the underlying agreement. Under the New Senior Credit Facility, the Company is required to maintain:

 

Total Net Leverage Ratio (as defined in the Senior Credit Facility) of note more than 4.00 to 1.00, and
As of the end of each fiscal quarter, a Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility)of not less than 1.20 to 1.00; and
Various other financial covenants or mandatory prepayments (as defined in the Senior Credit Facility).

The New Senior Credit Facility is subject to customary events of default and contemplates that the Company would be in default if, for any fiscal quarter (x) the average monthly D3 RIN price is less than $1.00 per RIN and (y) the consolidated average quarterly trailing EBITDA over the previous four quarters is less than $10,000.

The New Senior Credit Facility has a 24 month availability period during which only interest is payable quarterly. After the availability period, the Company is required to make quarterly principal payments equal to 1.25% of the total outstanding principal. The interest rate of the Senior Credit Facility is 10.25%.

In accordance with ASC 470-10-45-12 through 45, the Company classified $2,733 of its debt as short term debt, net of debt issuance costs, and $126,000 as long term debt as of December 31, 2025, based on management’s intent and demonstrated ability to refinance such obligations on a long term basis through the execution of the New Senior Credit Facility prior to issuance of the financial statements. The execution of the New Senior Credit Facility is disclosed as a non-recognized subsequent event.