---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-024006"
form_type: "8-K"
ticker: "SPRU"
cik: "0001772720"
company_name: "SPRUCE POWER HOLDING CORP"
filed_at: "2023-03-29T23:59:59+00:00"
generated_at: "2026-06-17T10:43:43.097432+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Spruce Power acquires 22,500+ residential solar systems for ~$23M cash plus $125M debt assumption

## Summary
- Acquired 100% membership interests in HPS Blocker, SEMTH, SET, and SET Borrower 2022 from HPS Investment Partners affiliates.
- Total consideration: ~$23M in cash net of cash acquired plus assumption of $125M term loan facility.
- Target owns 20-year use rights to cash flows from more than 22,500 residential rooftop solar systems across 10 U.S. states.
- Assumed debt under Credit Agreement with Deutsche Bank; variable rate SOFR+225-300 bps, maturing August 18, 2025.
- Transaction expands Spruce Power's distributed solar portfolio and adds contracted cash flows.

## SEC filing metadata
- accession: 0001213900-23-024006
- form_type: 8-K
- ticker: SPRU
- cik: 0001772720
- company_name: SPRUCE POWER HOLDING CORP
- filed_at: 2023-03-29T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1772720/000121390023024006/0001213900-23-024006-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1772720/000121390023024006/ea175984-8k_sprucepower.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-024006
- JSON: https://secwatch.observer/filing/0001213900-23-024006.json
- Plain text: https://secwatch.observer/filing/0001213900-23-024006.txt

## Key facts
- Debt Financings
  SPRUCE POWER HOLDING CORP incurred term loan of $125,000,000 with Deutsche Bank AG, New York Branch at secured overnight financing rate as administered by the Federal Reserve Bank of maturing August 18, 2025.
  - Instrument: term loan
  - Principal: $125,000,000
  - Counterparty: Deutsche Bank AG, New York Branch
  - Rate: secured overnight financing rate as administered by the Federal Reserve Bank of
  - Maturity: August 18, 2025
  - Event: incurrence
  source text: the Borrower entered into a Credit Agreement (the “Credit Agreement”) with Deutsche Bank AG, New York Branch, as facility agent, Computershare Trust Company, National Association, as collateral agent and as paying agent, and the financial institutions from time to time party thereto as Lenders, that provides for a 3-year term loan facility in an aggregate principal amount of $125,000,000 (the “Term Loan Facility”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1772720/000121390023024006/0001213900-23-024006-index.htm
- Material Agreements
  SPRUCE POWER HOLDING CORP entered into Membership Interest Purchase and Sale Agreement with Mezzanine Partners III, L.P., AP Mezzanine Partners III, L.P., SS Offshore, L.P., and HPS Investment Partners, LLC valued at approximately $23 million in cash, net of cash acquired, and assumed $125 million in debt (effective 2023-03-23).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Mezzanine Partners III, L.P., AP Mezzanine Partners III, L.P., SS Offshore, L.P., and HPS Investment Partners, LLC
  - Value: approximately $23 million in cash, net of cash acquired, and assumed $125 million in debt
  - Effective: 2023-03-23
  source text: On March 23, 2023, Spruce Power Holding Corporation (the “Company”) entered into a Membership Interest Purchase and Sale Agreement (the “Purchase Agreement”) with Mezzanine Partners III, L.P. (“Mezz Partners”), AP Mezzanine Partners III, L.P. (“AP Mezz Partners”), and SS Offshore, L.P. (“SS Offshore”, and, together with Mezz Partners and AP Mezz Partners, the “Sellers”), and HPS Investment Partners, LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative, pursuant to which, on the date thereof, the Company acquired 100% of the membership interests in SS Holdings 2017, LLC (“HPS Blocker”), SunStreet Energy Master Tenant Holdings, LLC (“ SEMTH” ), SunStreet Energy Tenant, LLC (“ SET” ), and SET Borrower 2022, LLC (the “ Borrower” and, together with HPS Blocker, SEMTH and SET, collectively, the “Target Companies”), from the Sellers for approximately $23 million in cash, net of cash acquired, and assumed $125 million in debt, subject to the terms and condi
  evidence_url: https://www.sec.gov/Archives/edgar/data/1772720/000121390023024006/0001213900-23-024006-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.