SecProbe.io

CORRESP
1
filename1.htm

March
20, 2023

VIA
EDGAR

Cheryl
Brown, Esq.

Laura
Nicholson, Esq.

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate and Construction

100
F Street, NE

Washington,
D.C. 20549

 Re: Greenbacker
                                         Renewable Energy Company LLC

Post-Effective
Amendment No. 1 to Form S-3 on Form S-1

Filed
February 14, 2023

File
No. 333-251021

Dear
Mses. Brown and Nicholson:

On
behalf of our client, Greenbacker Renewable Energy Company LLC (the “Company”), set forth below are the Company’s
responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
by letter dated March 3, 2023 (the “Comment Letter”) in connection with the Company’s Post-Effective Amendment
No. 1 to Form S-3 on Form S-1 (the “Post-Effective Amendment”) which was filed with the SEC on February 14, 2023.

For
convenience of reference, each Staff comment contained in your letter is reprinted below in italics, numbered to correspond with
the paragraph numbers assigned in the Comment Letter, and is followed by the corresponding response of the Company.

Post-Effective
Amendment No. 1 to Form S-3 on Form S-1 filed February 14, 2023

Terms
of this Offering, page 4

 1. We
                                         note your disclosure that shares issued under the Distribution Reinvestment Plan pursuant
                                         to this prospectus are being offered at the price equal to the then current monthly share
                                         value per share for each class of shares, and for each month, you determine your monthly
                                         share value for each class of your shares. Please revise to disclose how such monthly
                                         share values are determined.

The
Company acknowledges the Staff’s comment and proposes to revise the disclosure on page 4 of the prospectus in the following
manner:

“We
calculate our monthly share value per share in accordance with the valuation guidelines that have been approved by our Board of
Directors. Our monthly share value per share for each class of our shares is based on our net asset value per share for each class
of shares, which is calculated on a quarterly basis in accordance with our valuation guidelines and is approved by our Board of
Directors. Our net asset value per share is intended to be a calculation of the fair value of our assets, determined generally
in accordance with U.S. generally accepted accounting principles, less our outstanding liabilities. To arrive at the monthly share
value per share for our Class C shares, we adjust our net asset value per share for our Class C shares for class specific fees.
As a general rule, we will continue to monitor the valuation of our entire investment portfolio on a daily basis and make adjustments
to the net asset value per share and monthly share value per share as necessary as soon as is practical thereafter to reflect
any changes in market conditions that materially impact the value of our shares. On the last business day of every month, we will
consider the appropriateness of the net asset value per share and monthly share value per share. As part of that consideration,
we will consider the current market values of our liquid and illiquid investment portfolios. We calculate and publish monthly
share value per share solely for purposes of establishing the price of our shares pursuant to our DRP and SRP, and for publishing
the value of each shareholder’s investment in us on such shareholder’s customer account statement. Our monthly share
value should not be viewed as a measure of our historical or future financial condition or performance.”

Incorporation
of Certain Information by Reference, page 14

 2. We
                                         note that you incorporate information by reference into your registration statement.
                                         Since you have not yet filed your Annual Report on Form 10-K for the fiscal year ended
                                         December 31, 2022, you are not eligible to incorporate by reference. See General Instruction
                                         VII.C to Form S-1. Please revise.

General
Instruction VII.C to Form S-1 provides that one of the requirements for a registrant to be eligible to use incorporation by reference
in a Form S-1 registration statement is that:

“The
registrant has filed an annual report required under Section 13(a) or Section 15(d) of the Exchange Act for its
most recently completed fiscal year.” (emphasis added).

The
Company is a non-accelerated filer and its Annual Report on Form 10-K for the year ended December 31, 2022 is not due until March
31, 2023. Our view is that because the word “required” is included in General Instruction VII.C, the best reading
of this instruction is to condition the eligibility to use incorporation by reference on the filing of an annual report if such
report is due immediately prior to the time the Form S-1 registration statement is filed, but to always require that registrants
have filed at least one annual report before they are eligible to use incorporation by reference in a Form S-1 registration statement.

Our
reading of General Instruction VII.C is consistent with the language in the Adopting Release (“Securities Offering Reform,”
file number: S-7-38-04, dated December 1, 2005, the “2005 Adopting Release”) that implemented the amendments to Form
S-1 to permit a reporting issuer to use incorporation by reference. Subpart 1 (Eligibility) of the 2005 Adopting Release states:

“As
we stated in the Proposing Release, as part of our initiatives to integrate further the Exchange Act and the Securities Act, we
are adopting as proposed amendments to Form S-1 and Form F-1 to permit a reporting issuer that has filed at least one annual
report and that is current in its reporting obligation under the Exchange Act to incorporate by reference into its Form
S-1 or Form F-1 information from its previously filed Exchange Act reports and documents.” (emphasis added).

Our
understanding of General Instruction VII.C is also very much in harmony with Item 12(a)(1) of Form S-1 (Incorporation of Certain
Information by Reference), which provides that a registrant who elects to incorporate by reference must specifically incorporate
by means of a statement in the prospectus listing:

“The
registrant’s latest annual report on Form 10-K filed pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
contains financial statements for the registrant’s latest fiscal year for which a Form 10-K was required to have been filed.”

Our
approach to General Instruction VII.C would not render registrants, otherwise eligible to use incorporation by reference in Form
S-1 registration statements, incapable of doing so merely because they are filing their Form S-1 registration statements in the
beginning of a calendar year (during the period when the previous year’s Form 10-K is yet available). The filing deadlines
(depending on filer status) that registrants must meet to timely file their annual reports recognize that it takes significant
time for a registrant to complete an annual audit and prepare the required disclosures so that it can file its annual report when
due. This is most apparent for registrants that are non-accelerated filers, such as the Company, that are permitted the most time
to file their annual reports. We see no regulatory purpose in drawing the incorporation by reference lines in this manner. Rather
than reading the word “required” out of General Instruction VII.C, we suggest giving this word its logical meaning
and reading this instruction to condition the eligibility to use incorporation by reference on the filing of a registrant’s
annual report if such report is due immediately prior to the time the Form S-1 registration statement is filed, but to always
require that registrants have filed at least one annual report before they are eligible to use incorporation by reference in a
Form S-1 registration statement.

Furthermore,
our reading of General Instruction VII.C would allow Smaller Reporting Companies, such as the Company, to not only take advantage
of the benefit of historical incorporation by reference but also forward incorporation by reference in their Form S-1 registration
statements.

For
all these reasons, the Company believes that it complied with General Instruction VII.C immediately prior to the time it filed
the Post-Effective Amendment with the SEC and complied with all other requirements of such instruction. Therefore, the Company
believes it is permitted to use incorporation by reference in the Post-Effective Amendment.

 3. Please
                                         update your financial statements and related information for the fiscal year ended December
                                         31, 2022. Refer to Rule 8-08(b) of Regulation S-X.

The
Company has considered Rule 8-08(b) of Regulation S-X and believes that it is not required to update its financial statements
and related information for the year ended December 31, 2022, as the Company satisfies the exemption for a Smaller Reporting Company
under Rule 8-08(b)(1)-(3), as further discussed below.

Rule
8-08(b) of Regulation S-X

Rule
8-08(b) sets forth that a Smaller Reporting Company may be exempt from providing audited year-end financial statements for the
most recent fiscal year provided that the following conditions are met: (1) if the Smaller Reporting Company is a reporting company,
all reports due must have been filed; (2) for the most recent fiscal year for which audited financial statements are not yet available,
the Smaller Reporting Company reasonably and in good faith expects to report income from continuing operations attributable to
the registrant before taxes; and (3) for at least one of the two fiscal years immediately preceding the most recent fiscal year,
the Smaller Reporting Company reported income from continuing operations attributable to the registrant before taxes.

Condition
One

The
Company is a Smaller Reporting Company, as defined Item 10(f)(1) of Regulation S-K and has filed all due reports. Therefore, the
Company believes it has satisfied Rule 8-08(b)(1).

Conditions
Two and Three

The
Company reasonably and in good faith expects to report income from continuing operations before taxes for the year ended December
31, 2022 and has reported income from continuing operations before taxes for both the year ended December 31, 2021 and the year
ended December 31, 2020. Therefore, the Company believes it has satisfied Rule 8-08(b)(2) and Rule 8-08(b)(3).

Since
the Company’s inception, its historical financial statements had been prepared using the investment company basis of accounting
in accordance with ASC Topic 946, Financial Services – Investment Companies (“ASC 946”). On May 19, 2022, the
Company completed a management internalization transaction and determined that it was required to discontinue the application
of ASC 946 and, in connection therewith, began applying non-investment company generally accepted accounting principles prospectively
beginning May 19, 2022.

For
the period from May 19, 2022 through December 31, 2022, the Company’s financial statements were prepared using non-investment
company accounting. For purposes of determining whether the Company has satisfied the income condition under Rule 8-08(b)(2) for
this period, Section 1220.3 of the SEC Financial Reporting Manual (the “FRM”) provides that the calculation of income
from continuing operations attributable to the registrant before taxes for Smaller Reporting Companies correlates to line item
13 (Income or loss from continuing operations) in 5-03(b) of Regulation S-X after adding back tax expense per line 11 and subtracting
income attributable to the noncontrolling interest per line 19. Applying this framework, the Company reasonably and in good faith
expects to report $2,280,142 in income from continuing operations before taxes for the period from May 19, 2022 through December
31, 2022. Please refer to Exhibit A for the Company’s Consolidated Statement of Operations for the period from May 19, 2022
through December 31, 2022 that the Company expects to include in its Annual Report on Form 10-K for the year ended December 31,
2022 to be filed with the SEC.

For
the period from January 1, 2022 through May 18, 2022, and the years ended December 31, 2021 and 2020, the Company’s financial
statements were prepared in accordance with ASC 946. For registrants whose financial statements have been prepared in accordance
with ASC 946 the Company believes in calculating income from continuing operations before taxes, helpful guidance can be found
in how registered investment companies (which are presumably relying on ASC 946) are instructed to calculate the Income Test used
in the definition of “significant subsidiary” in Rule 1-02(w). In contrast to non-investment company accounting registrants,
which in parallel with the guidance in the FRM, calculate the Income Test based on “consolidated income or loss from continuing
operations before income taxes,” registered investment companies are required to calculate this test based on “the
sum combined investment income from dividends, interest, and other income, the net realized gains and losses on investments, and
the net change in unrealized gains and losses on investments.” Applying this definition, for the periods the Company was
subject to ASC 946 leads to (i) $39,686,351 in income from continuing operations before taxes for the period from January 1, 2022
through May 18, 2022 and (ii) $52,020,318 and $54,918,920 in income from continuing operations before taxes for the years ended
December 31, 2021 and 2020, respectively. Please refer to Exhibit B for the Company’s Consolidated Statements of Operations
for (i) the period from January 1, 2022 through May 18, 2022 (which the Company expects to include in its Annual Report on Form
10-K for the year ended December 31, 2022 to be filed with the SEC) and (ii) the years ended December 31, 2021 and 2020 as included
in the Company’s Annual Reports on Form 10-K for the years then ended.

As
noted, the Company will no longer be permitted to use its effective Registration Statement on Form S-3 once the Company files
its Annual Report on Form 10-K for the year ended December 31, 2022, which is expected to be filed no later than March 30, 2023.
Accordingly, the Company would like to work with the Staff to resolve the open comments as soon as possible so that the Company
can continue to offer its dividend reinvestment plan through an effective registration statement.

If
you have any questions or need additional information, please do not hesitate to contact the undersigned at (212) 878-8526 or
Jay Bernstein at (212) 878-8527.

Sincerely,

/s/
Jason D. Myers

 cc: Charles
                                         Wheeler, Chief Executive Officer, Greenbacker

Claude
Vuillieme, General Counsel, Greenbacker

Jay
L. Bernstein, Clifford Chance US LLP

Exhibit
A

    For
                                         the period from

May 19, 2022

through

December 31, 2022

    Total revenue
    $ 100,491,122

    Total
    operating expenses
      140,480,277

    Operating loss
      (39,989,155 )

    Other
    (income) expenses

    Interest expense, net
      (15,889,125 )

    Realized loss on interest
    rate swaps, net
      (1,322,219 )

    Unrealized loss on
    interest rate swaps, net
      (249,150 )

    Unrealized gain on
    investments, net
      398,479

    Other
    expense, net
      (107,890 )

    Net
    loss before income taxes
      (57,159,060 )

    Provision
    for income taxes
      (3,005,119 )

    Net
    loss
      (60,164,179 )

    Net
    loss attributable to noncontr