Ameresco Announces Full Exercise of Underwriters’ Option to Purchase Additional Shares in its 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 the underwriters of its previously announced underwritten public offering of Class A common stock, which closed on March 9, 2021, have exercised in full their option to purchase 375,000 additional shares of Class A common stock from Ameresco and 105,000 additional shares of Class A common stock from a certain selling stockholder at the public offering price, less the underwriting discount. The closing of the option exercise occurred on March 15, 2021. After giving effect to the sale of 375,000 additional shares in the option closing, the total number of shares sold by Ameresco in the offering increased to 2,875,000 shares, and the aggregate gross proceeds to Ameresco from the offering, before deducting underwriting discounts and commissions and offering expenses payable by Ameresco, were approximately $126.5 million. The total number of shares of Class A common stock sold by certain selling stockholders in the offering increased to 805,000 shares. Ameresco did not receive any proceeds from the sale of shares by the selling stockholders.

BofA Securities and Oppenheimer & Co. Inc. acted as lead joint book-running managers and representatives of the underwriters for the offering. Baird, Canaccord Genuity, Guggenheim Securities and William Blair also acted as joint book-running managers for the offering. Roth Capital Partners and Craig-Hallum acted as co-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.

The shares were 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 was made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A final prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained 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].