Ameresco Announces Proposed Public Offering of Class A Common Stock

Ameresco, Inc., (NYSE: AMRC), a leading clean technology integrator specializing in energy efficiency and renewable energy, today announced that it has commenced an underwritten public offering of 3,200,000 shares of its Class A common stock. The offering is expected to consist of 2,500,000 shares to be offered by Ameresco and 700,000 shares to be offered by certain selling stockholders. The underwriters have the option to purchase up to 375,000 additional shares from Ameresco and up to 105,000 additional shares from a certain selling stockholder at the public offering price, less the underwriting discount, to cover overallotments, if any. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

BofA Securities and Oppenheimer & Co. Inc. are acting as lead joint book-running managers and representatives of the underwriters for offering. Baird, Canaccord Genuity, Guggenheim Securities and William Blair are also acting as joint book-running managers for the offering.

Ameresco intends to use the net proceeds from this offering to repay in full the outstanding U.S. dollar balance under its revolving senior secured credit facility and for general corporate purposes, including potential tack on acquisitions, working capital and capital expenditures. Ameresco will not receive any proceeds from the sale of the shares by the selling stockholders.

The shares are being offered pursuant to a shelf registration statement on Form S-3ASR, which became automatically effective upon filing with the Securities and Exchange Commission (SEC) on March 4, 2021.

This offering is being made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and, when filed, will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, by contacting: BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, or by email at [e-mail]; or Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad St., 26th Floor, New York, NY 10004, by telephone at [phone] or by email at [e-mail]. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.