ENOC Enernoc, Inc. (MM)

As previously disclosed, on June 21, 2017, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Enel Green Power North America, Inc., a Delaware corporation (“ Parent ”) , Pine Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Purchaser ”) and, solely for the purposes of Section 9.11 thereof, Enel S.p.A., an Italian joint-stock company and parent of Parent (“ Guarantor ”).

Pursuant to the Merger Agreement, on July 10, 2017, Purchaser commenced a tender offer to purchase all outstanding shares of the Company’s common stock, (the “Shares” ) at a price of $7.67 per share, net to the seller in cash, without interest and subject to applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 10, 2017, and in the related Letter of Transmittal (which, together with all amendments and supplements thereto, collectively constitute the “ Offer ”).

On August 7, 2017, Parent announced that the offering period of the Offer had expired at one minute past 11:59 p.m., Eastern time, on August 4, 2017 and that as of such time, based on the information provided by the depositary for the Offer (the “Depositary”), 22,207,831 Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were delivered but the Shares represented thereby were not yet delivered) had been validly tendered and not validly withdrawn prior to the expiration of the offering, representing approximately 70.8% of the outstanding Shares as of such time. Additionally, the Depositary advised Parent and Purchaser that Notices of Guaranteed Delivery had been delivered with respect to an additional 239,928 Shares, representing approximately 0.8% of the outstanding Shares as of such time.

The number of Shares validly tendered and not validly withdrawn pursuant to the Offer was sufficient to have satisfied the Minimum Condition (as defined in the Merger Agreement) of the Offer and to enable the Merger (as defined below) to occur under Delaware law without a vote of the Company’s stockholders. On August 7, 2017, Purchaser accepted for payment, and paid for, all Shares validly tendered and not validly withdrawn during the offering period (the “ Offer Acceptance Time ”).

On August 7, 2017 pursuant to the terms of the Merger Agreement and following the completion of the offering period,

Purchaser merged with and into the Company (the “ Merger ”) upon the filing on such date of a certificate of merger with the Secretary of State of the State of Delaware (the “ Effective Time ”), with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of Parent. In the Merger, Shares not tendered and accepted for payment in the Offer (other than Shares owned by Parent, Purchaser or the Company or any of their respective subsidiaries or Shares held by stockholders who perfect their appraisal rights under Delaware law) were converted into the right to receive the same $7.67 per Share, net to the holder in cash, without interest and subject to applicable tax withholding, paid in the Offer (the “ Merger Consideration ”).

Each of the Company’s stock options (“ Company Option ”) that were outstanding and unexercised as of immediately prior to the Offer Acceptance Time accelerated and became fully vested and exercisable effective immediately prior to the Offer Acceptance Time. As of the Effective Time, each Company Option that was then outstanding and unexercised, whether vested or unvested, was cancelled and converted into the right to receive cash (without interest) in an amount equal to the product of (i) the total number of Shares subject to such fully vested Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such Company Option. No holder of a Company Option that had an exercise price per Share that was equal to or greater than the Merger Consideration was entitled to any payment with respect to such cancelled Company Option before or after the Effective Time.

Pursuant to the Merger Agreement, each restricted stock unit (“ Company RSU ”) that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive cash (without interest) in an amount equal to the product of (i) the total number of Shares issuable in settlement of such Company RSU immediately prior to the Effective Time (without regard to vesting) multiplied by (ii) the Merger Consideration.

Each of the Company’s Shares that was subject to forfeiture or repurchase by the Company (“ Company Restricted Shares ”) that was outstanding as of immediately prior to the Effective Time accelerated and became fully vested such that the Company’s right of forfeiture or repurchase, as applicable, lapsed in full effective immediately prior to the Effective Time. Each of the Company Restricted Shares was treated as an outstanding Share for purposes of the Merger Agreement, including for purposes of tendering pursuant to the Offer.

The total consideration to be paid is expected to be approximately $250 million, of which approximately $172 million has been paid by Purchaser in accordance with the terms of the Offer for Shares that were validly tendered and not validly withdrawn in the offering period. These amounts exclude fees and expenses related to the Offer and the Merger. Parent provided Purchaser with sufficient funds to purchase all Shares accepted for payment in the offering period of the Offer and all shares purchased in the Merger.

The foregoing description of the Merger Agreement and the related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 23, 2017 and is incorporated herein by reference.