Hei Kadden
Da EAM gikk på børs hadde de ca 500 mill på bok/verdi. Det utgjør ca de 73 mill eur beskrevet under. 115m EUR var enterprise value på oppkjøpet. “The initial agreed price for the shares in the Target Companies is EUR 41.6 million in cash.” Det kan være at ca 37m EUR ble utbetalt, men at resten ble stoppet.
Viktor har flere ganger beskrevet tapet som “mer enn 100 mill euro out of pocket”. Dette tolker jeg som penger betalt for P31 kraftverkene, kostnader i forbindelse med å drifte ulovlige kraftverk, stenge, skrape og konke nesten alle P31 kraftverkene, og alle advokat- og rettslige utgifter.
Det betyr vel at ca halvparten av de 250 mill EUR eller så av claimbeløpet er erstatning for tapte FIT kontrakter, og andre tapte inntekter
26th of November 2013
EAM Solar ASA (“EAM”) has signed a binding term sheet to acquire a portfolio of solar power plants in Southern Italy, with a combined capacity of 30 MW and an average annual electricity production capacity of approximately 44 GWh. The power plants were all constructed in 2011 and have been in operation since. The solar power plants benefit from long-term fixed price electricity sales contracts with GSE, in line with EAM’s existing portfolio.
EAM currently owns four solar plants with a combined capacity of 6.6 MW and an annual production capacity of approximately 9 GWh. As a result of the acquisition, EAM’s expected annual revenues will increase from approximately EUR 3.5 million to approximately EUR 20 million. The acquisition thus represents a step change towards realising the company’s communicated growth strategy.
The acquisition is initially based on an enterprise value of EUR 115 million for the acquired portfolio, of which EUR 73.4 million will be financed with the continuation of existing debt and the remainder with a combination of existing cash resources and new equity in EAM Solar ASA. Any new equity issuance will be subject to the approval by an Extraordinary General Meeting (the “EGM”) to be called for later today. The EGM is expected to be held on Tuesday 17th of December.
The final acquisition price will be subject to an earn-out structure relating to the operational performance of the solar power plants in 2014, as well as possible changes in commercial contracts and tax regulations. The financial take-over date is the 1st of January 2013, which may enable EAM to distribute dividends based on the 2013 earnings.
The acquisition is subject to certain conditions, including satisfactory confirmatory due diligence, continuation of existing financing agreements, and final approval by the board of directors of EAM Solar ASA.
Based on a completion of this transaction and EAM’s current project pipeline, EAM Solar ASA is in a position to further growth in 2014.
Portfolio description
The portfolio consists of eight companies (the “Target Companies”) that own 31 solar power plants (the “Target SPPs”) in the Puglia region in Southern Italy with a combined capacity of approximately 30 MW and an initial annual average electricity production capacity of approximately 44 GWh.
The Target SPPs all benefit from a 20-year Feed-in Tariff contract under Conto Energia II, Conto Energia III or Conto Energia IV. The solar power plants were all constructed in 2011 and have been in operation since.
The Target Companies have no employees, and will subsequent to the acquisition be managed through the management agreement between EAM Solar ASA and Energeia Asset Management (through its daughter company SPM).
All Target SPPs currently operate under an operation and technical management contract with a third party service provider. Although EAM initially will maintain these O&M agreements, SPM will review historical performance in 2012 and 2013, and seek to improve operations after operational control has been assumed.
In 2014, the portfolio is expected to produce approximately 44 GWh, generating revenue in the range EUR 16 million to 17 million, with an EBITDA in the range EUR 13 million to 14 million.
Gross interest bearing debt at the financial take-over date the 1st of January 2013 is approximately EUR 73.4 million with a 17-year remaining instalment period. The debt financing is a mixture between financial lease and non-recourse project financing with total debt service payments between EUR 6.7 million and 7.3 million.
Acquisition
The acquisition will be conducted as a corporate cash acquisition whereby EAM Solar ASA acquires the shares in the eight companies owning the 31 power plants.
The acquisition is based on an enterprise value of approximately EUR 115 million, financed by an existing debt facility of EUR 73.4 million and cash payment of EUR 41.6 million for the equity, including EUR 6 million held in escrow to cover the outcome of certain events (further described below). In addition, there is an adjustment for the net working capital in the acquired companies.
The initial agreed price for the shares in the Target Companies is EUR 41.6 million in cash. However, in order to alleviate certain risks related to operational performance, a negative change to the commercial contract (RID) for solar power plants below 1MW in size, and changes to the taxation of solar power plants in Italy during 2014, an earn-out mechanism has been established to cover the outcome of these three events.
The agreed earn-out amount related to changes in tax regulation and guaranteed RID price is EUR 6 million. This earn-out amount will be paid to an escrow account and relevant earn-out amounts will be payable in 2015 based on the actual outcome of these events in 2014.
In addition to the earn-out held in escrow, the seller has agreed to provide a performance guarantee, whereby the seller will reimburse EAM Solar ASA up to EUR 4 million in 2015 if the actual achieved operational performance of the power plants is below a certain threshold during 2014.
