Sell-side M&A for a PV portfolio in Arkansas, USA, 270 MWac

Agere has been appointed as financial advisor by New Edge, a US developer, to search for an investor to acquire its PV portfolio consisting of two projects of 120 and 150 MWac in Arkansas. Projects are in early development stage, prior to entering the MISO interconnection queue . New Edge’s objective was to sign a MIPA with a stapled DSA.

TRANSACTION RATIONALE

• The Client has a pipeline of projects under development across the US (MISO, PJM). It was his objective to have an external review and identification of projects to sell at early stage to raise cash for the roll-out of the full pipeline.

PROCESS CONSIDERATIONS

• New Edge is a small company, incorporated in 2023, with initially 2 employees with extensive experience in developing renewable energy projects in the US.
• Due to financial constraints, it cannot bring projects to RtB status and needs to evaluate options like raising financing for devex or exit (selling the projects or the platform).

KEY TAKEAWAYS

• The transaction highlights Agere’s ability to arrange perfect matches between small developers and international investors, thanks to its internal resources of senior professionals with vast experience and high-level contacts, combined with highly motivated and trained junior staff. Additionally, to a US seller’s standpoint, Agere’s strength lies in the ability to bring European firms as potential investors.
• Agere was able to find a compatible corporate partner with long-term objectives for the Client and negotiate a transaction structure consisting of a MIPA + DSA, which covers the projects´ devex requirements, generates stable revenues for the Client and leaves him considerable upside in case the projects get to RtB.

SCOPE OF WORK

• Analysis of the portfolio.
• Elaboration of the marketing strategy.
• Preparation of a long-list of potential investors, teaser and NDA.
• Conducting a highly competitive bidding process with around 30 candidates, receiving 3 NBOs.
• 6 weeks negotiation of NBOs and selection of preferred bidder. Exclusivity of 45 days granted.
• Supporting the client in the DD process by reviewing technical and legal documentation shared with the Investor. Participation in MIPA and DSA negotiations.
• Thorough review of transaction documentation (MIPA, DSA, project acceptance letters, annexes etc.), following the instructions of the Client.

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