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1 Industry M&A Overview eTailing M&A: High Level of Activity Despite Economic Downturn<br />

M&A <strong>International</strong> <strong>Inc</strong>.<br />

<strong>Alternative</strong> <strong>Energy</strong> M&A: Seeds of Change<br />

June 2010<br />

June 2010<br />

www.mergers.net<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


Overview of <strong>Western</strong> <strong>Reserve</strong> Partners<br />

<strong>Western</strong> <strong>Reserve</strong> Partners LLC, based in Cleveland, Ohio, is a leading investment banking firm dedicated to providing customized solutions and<br />

unparalleled results to the premier companies in the middle market.<br />

Clients benefit from our focused approach to financial advisory services, including:<br />

Mergers & Acquisitions<br />

Capital Raising<br />

• Sales and Divestitures<br />

• Acquisitions<br />

• Mergers, Joint Ventures and Strategic Partnerships<br />

• Operating Partnership (“O.P.”) Unit Exchanges<br />

• Refinancing and Recapitalization<br />

• Growth Capital and Acquisition Financing<br />

• Special Situation Financing<br />

• Credit Tenant Lease (“CTL”) Transactions<br />

• IPO Advisory<br />

Restructuring & Bankruptcy<br />

Financial Opinions & Valuation Services<br />

• Identifying and Analyzing Strategic <strong>Alternative</strong>s<br />

• Refinancing or Replacement of Existing Indebtedness<br />

• Raising of Additional Capital<br />

• Out-of-Court and Section 363 Sales<br />

• Advisory Services in Chapter 11 Cases<br />

Global Reach<br />

• Fairness Opinions<br />

• Solvency Opinions<br />

• ESOP Opinions<br />

• Valuation Opinions<br />

<strong>Western</strong> <strong>Reserve</strong>’s professionals have completed more than 35 corporate finance transactions involving non-U.S. companies, primarily from Europe<br />

and Asia. Two of our managing directors have worked as expatriate executives, providing them direct understanding of the nuances of international<br />

business practices. Furthermore, members of our staff speak French, German, Italian, Russian and Spanish.<br />

<strong>Western</strong> <strong>Reserve</strong> believes that access to international purchasers, sellers and<br />

investors is fundamental to maximizing value for our clients. This is why we are<br />

members of M&A <strong>International</strong> <strong>Inc</strong>., the world’s premier international alliance<br />

of investment banking firms. This network provides us with direct access to<br />

corporate buyers and investors outside the U.S., where culture, language and<br />

time zone differences play significant roles in transaction processes and<br />

outcomes. M&A <strong>International</strong> is comprised of more than 500 M&A professionals<br />

working in 41 countries, and in 2010, M&A <strong>International</strong>’s 47 members<br />

completed more than 364 transactions collectively worth $9.2 billion.<br />

M&A <strong>International</strong> Member Offices<br />

For more information, please contact:<br />

Joseph G. Carson<br />

Managing Director<br />

Phone: 216.574.2102<br />

jcarson@wesrespartners.com<br />

Mark A. Filippell<br />

Managing Director<br />

Phone: 216.589.9532<br />

mfilippell@wesrespartners.com<br />

Kevin J. Mayer<br />

Director<br />

Phone: 216.574.2117<br />

kmayer@wesrespartners.com<br />

M&A <strong>International</strong> <strong>Inc</strong>. - the world's leading M&A alliance


1 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

Table of Contents<br />

Executive Summary 2<br />

M&A activity at record high 2<br />

M&A drivers 2<br />

Future M&A prospects 2<br />

Growth in <strong>Alternative</strong> <strong>Energy</strong> 3<br />

Regulatory pressure: “push” policy 3<br />

<strong>Inc</strong>entives: “pull” policy 3<br />

Evolving economics 3<br />

Technological advancements 3<br />

M&A Overview & Analysis 4<br />

<strong>Alternative</strong> energy M&A volume share increasing 4<br />

Operational assets attractively valued 4<br />

Top M&A targets 5<br />

Operational vs. technology companies 5<br />

M&A Deal Makers 6<br />

Pure plays seeking economies of scale 6<br />

Utilities increasing alternative energy exposure 6<br />

Private equity and institutional investors diversify their portfolios 6<br />

“Other” buyers expect sustainability 7<br />

Initial Public Offerings (IPOs) 7<br />

M&A Trends & Opportunities by Region 7<br />

European transactions leading M&A 8<br />

Tailwinds for M&A in North America 9<br />

M&A gaining traction in Asia/Pacific 9<br />

Representative Transactions 11<br />

Transactions involving acquisitions by pure players 11<br />

Transactions involving acquisitions by utility companies 12<br />

Transactions involving private equity and other financial buyers 13<br />

Private placements 14<br />

Transaction Case Studies 15<br />

Conclusions 16<br />

About M&A <strong>International</strong> <strong>Inc</strong>. 16<br />

M&A <strong>International</strong> <strong>Inc</strong>. <strong>Energy</strong> Specialists 17<br />

M&A <strong>International</strong> <strong>Inc</strong>. Representative Transactions 18<br />

June 2010<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


2 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

Executive Summary<br />

World energy markets are in the midst of a paradigm<br />

shift away from heavy dependence on hydrocarbons<br />

in favor of a diversified portfolio of energy sources<br />

where renewable energy, which accounted for 4.4%<br />

of global energy production in 2008, will have a<br />

major role. This share will increase rapidly in the next<br />

few years, driven by a shift in market focus by both<br />

the private and public sectors. For instance, in 2009<br />

power generation investment in alternative energy<br />

exceeded investments in traditional fossil-fuel<br />

powered generation for the second consecutive year.<br />

Moreover, government-backed initiatives have also<br />

increased with $180bn mandated in renewable<br />

energy related programs in the period 2008–2009.<br />

To benefit from the growing importance of renewable<br />

energy, industry players have actively increased their<br />

renewable portfolios using M&A to buy capacity and<br />

integrate horizontally and vertically.<br />

M&A activity at record high<br />

Rapid expansion and increasing investments have<br />

been the catalysts behind a high level of M&A<br />

activity in the sector. Since 2007, M&A in the<br />

renewable energy space has grown significantly (at a<br />

CAGR of 19%) led mainly by utilities and pure-play<br />

companies trying to increase their presence in<br />

renewable power generation. Pure-play companies<br />

have emerged as the leading deal makers,<br />

accounting for 40% of the M&A deal volume between<br />

2007 and 2009. Wind energy has been the most<br />

active sector, accounting for the majority of both deal<br />

volume (66%) and deal value (77%). Regionally,<br />

Europe has been the most active, accounting for<br />

64% of target companies and 80% of total deal value.<br />

During the credit crisis, valuations fell as a result of<br />

the market sell-off. Despite this, deal volumes<br />

continued to grow throughout the crisis. While we<br />

believe that the growth in M&A since 2008 has been<br />

highly strategic, attractive valuations have<br />

contributed to deal flow. In addition, M&A, joint<br />

ventures and strategic alliances between renewable<br />

power generators and their supply chain partners<br />

have increased due to rapid growth in new projects,<br />

which in turn has required a more integrated<br />

relationship between the two.<br />

M&A drivers<br />

<strong>Inc</strong>reased M&A activity has been driven by the<br />

actions of three key company types seeking to<br />

capitalize on the market’s focus on renewables:<br />

(i) Pure-play alternative energy companies (2007–<br />

2009: 40% of deal volume) attempting to access<br />

June 2010<br />

parts suppliers to scale the value chain and augment<br />

their operational asset base. <strong>Inc</strong>reasingly, these<br />

market participants are also acquiring other<br />

operational companies to expand activities and<br />

benefit from economies of scale.<br />

(ii) Power utilities (2007–2009: 26% of deal volume,<br />

the largest share by deal value) increasing their<br />

alternative energy exposure to meet governmentmandated<br />

targets prescribing the source of power<br />

generation. Some larger utility companies are<br />

pursuing backward integration by acquiring globallyactive<br />

companies engaged in developing and<br />

manufacturing alternative energy assets.<br />

(iii) Acquisitions by institutional investors or private<br />

equity funds (2007–2009: 18% of deal volume) are<br />

increasing as firms seek to diversify their holdings<br />

and invest in more sustainable businesses.<br />

18%<br />

Figure 1: M&A deal volume by deal type*<br />

16%<br />

40%<br />

Pure Play<br />

Utility<br />

Finance/PE<br />

Other<br />

26%<br />

Source: Copal Analysis, Capital IQ<br />

* Based on top 50 deals by deal value for each year (2007–2009)<br />

Future M&A prospects<br />

We expect future M&A activity within the sector to be<br />

largely policy driven. While large traditional power<br />

generators will need to expand their renewables<br />

footprint in order to meet their emission-reduction<br />

targets, pure-play generators see an opportunity to<br />

build sustainable businesses with government<br />

support via subsidies and incentives.<br />

Highlighting this trend, more countries have either<br />

mandated or expanded their renewable energy<br />

targets recently. For example, under the American<br />

Recovery and Reinvestment Act of 2009, the US<br />

government has greatly expanded grants, R&D and<br />

rebates focused on renewable technologies, and has<br />

also sanctioned programs with a total value of $10bn.<br />

The geographical expansion of the European Union<br />

(EU) and its push for renewal energy will further<br />

increase demand for renewables, as countries take<br />

steps to comply with EU regulations and create a<br />

common market with standardized investment and<br />

power generation norms. This development should<br />

provide an opportunity for companies to establish a<br />

single market presence throughout Europe.<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


3 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

With Asian demand for energy growing rapidly,<br />

greater interest in these markets should increase<br />

overall deal volume. China and India are seeking to<br />

follow the example set by Brazil and reduce their<br />

reliance on imported energy by diversifying their<br />

asset bases to incorporate more renewables.<br />

“We believe M&A activity will accelerate across<br />

the value chain, from manufacturing to service to<br />

maintenance, and will create sustainable<br />

alternative energy companies that thrive with<br />

much reduced government support.”<br />

Growth in <strong>Alternative</strong> <strong>Energy</strong><br />

The outlook for alternative energy is very positive,<br />

with the sector generally continuing to expand<br />

despite the global economic crisis. Investments in<br />

renewable energy generation projects rose 13% in<br />

2008 to $117bn while new private investment in<br />

companies developing new technologies has<br />

increased by 37% since 2007 to $13.5bn.<br />

Furthermore, 2008 marked the first time that power<br />

generation investment in renewables exceeded<br />

investment in fossil-fueled generation.<br />

Growth drivers<br />

Regulatory pressure has been the main driver for the<br />

alternative energy sector, although more recently<br />

incentives have become increasingly important. The<br />

four key growth drivers are as follows:<br />

(i) Regulatory pressure: “push” policy<br />

Several countries have introduced specific targets<br />

concerning the share of future energy supplies that<br />

must be derived from alternative energy sources. For<br />

example, the EU has set a corresponding target of<br />

20% by 2020, which will require major changes to<br />

current practice as the region currently meets only<br />

7% of its energy requirements from renewable<br />

sources. Some industry observers believe that in<br />

order to achieve such a target on schedule, a further<br />

$2tn in investments will be required over the next<br />

decade. In practice, this implies the construction of<br />

over one million windmills or the installation of<br />

sufficient solar panels to cover an area twice the size<br />

of Belgium.<br />

This regulatory policy is being implemented through<br />

the use of Renewable Portfolio Standards (RPS or<br />

TCS, as part of the Tradable Certificate System<br />

operating within the EU), a mechanism requiring<br />

electricity chain stakeholders to purchase a<br />

percentage of electricity from renewable energy<br />

resources. This, in turn, encourages significant<br />

June 2010<br />

alternative energy capacity additions by both utility<br />

and non-utility companies. For example, in the US<br />

the current RPS is 15% of the total energy supply by<br />

2015, a target likely to be revised to 25% once the<br />

current objective is achieved. This implies that<br />

almost 70% of additional generating capacity in the<br />

US will come from alternative sources. This trend is<br />

global, with at least 44 countries having similar RPS<br />

policies.<br />

(ii) <strong>Inc</strong>entives: “pull” policy<br />

While mandating the adoption of alternative energy<br />

by regulation, governments have also<br />

simultaneously introduced various incentives to<br />

encourage investment. For example, capital<br />

subsidies usually account for 30–50% of installed<br />

costs, significantly reducing initial investments<br />

required by an investor to establish an alternative<br />

energy plant. In one form or another, direct capital<br />

investment subsidies, grants and rebates are offered<br />

in at least 35 countries. Several states have also set<br />

aside special renewable energy funds to be used to<br />

directly finance investments and provide low-interest<br />

loans for projects. In addition, tax incentives and<br />

credits reduce expenses once a plant becomes<br />

operational.<br />

Another popular and highly successful incentive to<br />

boost investment in the sector is the use of feed-in<br />

tariffs which guarantee alternative energy producers<br />

a long-term off-take agreement at a pre-determined<br />

price. Such agreements significantly reduce<br />

investment risks involving the alternative energy<br />

sector. Approximately 45 countries worldwide<br />

operate feed-in tariffs to promote renewable power<br />

generation.<br />

(iii) Evolving economics<br />

Marginal cost inflation in the oil & gas industry will<br />

remain a major catalyst for the adoption of<br />

alternative energy resources. As marginal costs and,<br />

consequently, end-user prices rise, the use of<br />

renewable sources becomes more economically<br />

attractive. Given the steady decline in hydrocarbon<br />

reserves and increasing production, it is apparent<br />

that world energy demand is growing at a rate that<br />

requires alternatives, such as wind, solar, biomass,<br />

fuel cells, etc. to be extensively included in the fuel<br />

mix in the coming decade.<br />

(iv) Technological advancements<br />

Technological advances will play a key role in<br />

determining the renewable energy sector’s<br />

development, particularly the extent of government<br />

development incentives and the degree to which<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


4 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

costs may fall due to technological innovation and<br />

economies of scale. Technological advancements<br />

continue to cause the marginal cost of renewables to<br />

decline, while non-renewables continue to see<br />

marginal cost inflation.<br />

M&A Overview & Analysis<br />

Rising M&A deal volumes highlight buyer interest in<br />

the sector with volumes growing at a CAGR of 19%<br />

over the past three years. At the same time, total<br />

deal value fell steadily at a CAGR of 25%, implying a<br />

gradual correction in valuations following the recent<br />

credit crisis.<br />

$bn<br />

Figure 2: Value and volume of M&A transactions<br />

20<br />

15<br />

10<br />

5<br />

0<br />

June 2010<br />

132<br />

132<br />

187<br />

200<br />

150<br />

100<br />

50<br />

18.2 15.4 10.2<br />

0<br />

2007 2008 2009<br />

Total Deal Value No. of Deals<br />

Source: Copal Analysis, Capital IQ<br />

No. of Deals<br />

2009 witnessed a record number of M&A deals in the<br />

alternative energy sector as deal volume reached a<br />

three-year high. This increase is attributable to two<br />

key factors:<br />

(i) A favorable shift in the regulatory environment and<br />

the proposed increase in government spending in<br />

the alternative energy sector as a result of stimulus<br />

spending.<br />

(ii) Valuations corrected sharply in 2009, making<br />

growth through acquisition a more feasible strategy.<br />

This prompted various buyers to acquire already<br />

operational assets at discounted prices.<br />

We expect these factors to continue to drive M&A<br />

activity in the near future. In addition, since the credit<br />

crisis, financial investors have been eager to invest<br />

in alternative energy based on its sustainability and<br />

stable cash flows.<br />

<strong>Alternative</strong> energy M&A volume share<br />

increasing<br />

In 2009, alternative energy transactions accounted<br />

for a record 30% of total M&A deals in the utility<br />

sector, compared to 21% in 2008 (Figure 3). In<br />

absolute terms, the total volume of overall power<br />

deals has declined, while for the alternative energy<br />

sector it has increased. The steady growth in the<br />

alternative energy sector’s share of M&A deals<br />

illustrates its growing importance in the energy mix in<br />

the future.<br />

Figure 3: <strong>Alternative</strong> energy M&A deal volume: %<br />

of total power deals<br />

No. of Deals<br />

700<br />

600<br />

500<br />

19% 21%<br />

30%<br />

661 627 619<br />

400<br />

2007 2008 2009<br />

Total Utility Deals Alt. <strong>Energy</strong> Deals Share<br />

Source: Copal Analysis, Capital IQ<br />

Operational assets attractively valued<br />

Over the past three years, deal valuations involving<br />

solar companies have fluctuated slightly. However,<br />

in the case of wind companies, variations have been<br />

much greater (Figure 4). During the recent credit<br />

crisis, deal valuations fell as the impact of<br />

decreasing energy consumption and falling carbon<br />

prices (2008–2009: EU prices fell from around<br />

€30/ton to approximately €15/ton) weakened<br />

fundamentals and reduced the viability of various<br />

alternative energy projects.<br />

8<br />

6<br />

4<br />

2<br />

0<br />

Figure 4: Transaction value ($mn)/MW *<br />

1.4<br />

6.5<br />

2.1<br />

6.3<br />

1.0<br />

2007 2008 2009<br />

Wind<br />

Solar<br />

5.5<br />

Source: Copal Analysis, Capital IQ<br />

* Based on top 50 deals by deal value for each year (2007–2009)<br />

However, transaction volumes increased to 187 in<br />

2009 from 132 in 2007, their highest level in three<br />

years. We believe that higher M&A volumes have<br />

been driven by industry players’ recognition of the<br />

commercial and strategic logic of acquiring<br />

alternative energy assets, which has been further<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


5 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

facilitated by a rapid correction in valuation multiples.<br />

For example, the mean implied value/MW multiple<br />

for transactions involving wind assets peaked at<br />

$2.1mn/MW in 2008 before falling sharply to<br />

$1.0mn/MW in the following year. With various largescale<br />

projects and smaller companies restricted by<br />

limited cash resources, this development created key<br />

opportunities for well-capitalized companies to<br />

acquire attractive projects and other participants at<br />

reasonable valuations.<br />

Top M&A targets<br />

Wind energy has now emerged as the most popular<br />

alternative energy asset, being the most cost<br />

effective and scalable alternative source of energy.<br />

Between 2007 and 2009, wind accounted for the<br />

largest share of alternative energy sources in terms<br />

of both deal volume (66%) and value (77%) (Figure<br />

5). In particular, wind deals have found traction in<br />

several countries including Spain, Germany, France<br />

and the US, and more recently India and China.<br />

Wind power has benefited from the introduction and<br />

extension of subsidies and production tax credits as<br />

well as expansion in the construction of new largescale<br />

projects by both utilities and governments.<br />

Such growth has been exerting pressure on the<br />

supply chain which, in turn, is stimulating interest in<br />

M&A activity and the development of joint ventures<br />

and strategic alliances.<br />

$bn<br />

40<br />

30<br />

20<br />

10<br />

Figure 5: Total deal value and volume split<br />

by type of target (2007–2009)<br />

0<br />

301<br />

33.9<br />

75<br />

2.5<br />

50<br />

1.2<br />

25<br />

6.2<br />

Wind Solar Biomass Diversified<br />

Total Deal Value<br />

Source: Copal Analysis, Capital IQ<br />

No. of Deals<br />

The solar sector faces a similar supply chain<br />

constraint as shown by the sudden increase in deal<br />

activity in 2009. During the same period, the number<br />

of deals almost tripled while deal value rose by<br />

around 400% compared with the previous year.<br />

Average deal value also increased from $49mn in<br />

2008 to $119mn in 2009, supported by both<br />

regulatory and technological factors. For example,<br />

France (targeting 4.9 GW of solar PV by 2020),<br />

Spain and Japan have introduced solar energy<br />

targets. Technological innovations such as thin-film<br />

solar cells will help improve the economics of solar<br />

energy. We therefore expect solar activity to<br />

increase its share of total M&A activity from its<br />

current 23%.<br />

Biomass represents an increasing share of M&A<br />

activity, accounting for 11% of deal volume and<br />

nearly 3% of total deal value. More recently, biomass<br />

deals have become increasingly concentrated in the<br />

developing markets of Asia/Pacific, particularly in<br />

India, China, the Philippines and Thailand due to<br />

their thriving agriculture industries and the availability<br />

of higher agricultural residues for biomass power<br />

plants.<br />

“We see highly innovative businesses that are<br />

addressing the challenges facing the industry<br />

over the next decade. Venture capital companies<br />

are already incubating these companies and will<br />

set the stage for M&A activity later this decade.<br />

These companies are addressing next<br />

generation challenges, such as higher power<br />

efficiency, better industrial and consumer<br />

solutions, low carbon utility plants, cellulosic<br />

biofuels, utility-scale carbon capture and<br />

sequestration projects, smart grid and new<br />

battery technology, and better ergonomics.”<br />

Operational vs. technology companies<br />

Technology acquisitions represent a significant<br />

component of alternative energy M&A (Figure 6),<br />

and highlight the extent to which companies are<br />

seeking to acquire manufacturing and technology<br />

assets higher up the alternative energy value chain.<br />

The solar sector remains the subject of acquisitions<br />

by larger, cash-rich technology companies as<br />

participants face falling product prices and<br />

constrained finances. This situation, in turn, creates<br />

key opportunities for major industrial groups to<br />

extend their operations into the renewables value<br />

chain. Separately, large utility companies including<br />

E.ON, EDP and Scottish and Southern Electricity are<br />

increasingly acquiring wind-energy developers and<br />

operators. In such cases, these purchases are<br />

undertaken by companies seeking to secure an endto-end<br />

supply chain footprint. This trend is also<br />

driven by increasing interest from industrial groups<br />

and investment funds seeking to increase their<br />

sector exposure.<br />

June 2010<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


6 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

20%<br />

% Share by Deal<br />

Volume<br />

Operational<br />

Technology<br />

80%<br />

23%<br />

% Share by Deal<br />

Value<br />

Operational<br />

Technology<br />

77%<br />

Source: Copal Analysis, Capital IQ<br />

* Based on top 50 deals by deal value for each year (2007–2009)<br />

M&A Deal Makers<br />

While utilities have accounted for the largest share of<br />

deal value, deal volume is currently driven by pureplay<br />

companies.<br />

18%<br />

Figure 6: Target analysis: operational vs.<br />

technology companies<br />

Figure 7: M&A deal volume by deal type<br />

(percentage deal value share)*<br />

16%<br />

40%<br />

Pure Play (12%)<br />

Utility (47%)<br />

Finance/PE (23%)<br />

Other (18%)<br />

26%<br />

Source: Copal Analysis, Capital IQ<br />

* Based on top 50 deals by deal value for each year (2007–2009)<br />

Pure plays seeking economies of scale<br />

Between 2007 and 2009, pure-play alternative<br />

energy companies accounted for 40% of total deal<br />

volume and 12% of total deal value. Most<br />

acquisitions by pure-play companies occurred in the<br />

US and <strong>Western</strong> Europe. Such transactions usually<br />

involved participants acquiring smaller companies to<br />

expand both their generation capacity and<br />

geographical footprint. In addition, the target scope<br />

for pure-play companies was substantially more<br />

diversified, unlike utilities, which are more heavily<br />

focused on acquiring wind energy companies. In<br />

2009 in particular, pure-play companies<br />

demonstrated a greater interest in acquiring<br />

companies to diversify their energy mix and help<br />

provide integrated energy services.<br />

As a result, pure-play companies with operational<br />

assets are acquiring technology companies or<br />

manufacturers to secure a pan-sector end-to-end<br />

renewable energy footprint, e.g. last year’s<br />

acquisition by Pirelli Ambiente S.p.A., an alternative<br />

fuel producer, of Solar Utility S.p.A., a solar PV<br />

technology developer and operator, for $12mn.<br />

Utilities increasing alternative energy<br />

exposure<br />

Between 2007 and 2009, utility companies<br />

comprised 26% of total M&A volume and 47% of<br />

total deal value. These transactions were driven by<br />

utilities trying to increase their portfolio exposure to<br />

renewables as well as attempting to acquire new<br />

technology or manufacturers and developers of<br />

alternative energy assets. For example, last year’s<br />

acquisition by <strong>International</strong> Power plc, a UK-based<br />

utility company of AIM PowerGen Corporation, a<br />

developer and manufacturer of wind power<br />

generation facilities in Canada, for $120mn,<br />

highlighted this trend.<br />

Wind assets have been the preferred acquisition<br />

target of utility companies due to their lower<br />

acquisition costs and the availability of production<br />

tax credits in many regions. Over the next 10 years,<br />

we believe that utility companies will continue to<br />

account for a significant share of total M&A activity<br />

due to requirements to satisfy Renewable Portfolio<br />

Standards. Furthermore, as solar plants increase<br />

their production scale and technological advances<br />

lower costs, solar targets are likely to represent a<br />

larger share of total M&A activity.<br />

Private equity and institutional investors<br />

diversify their portfolios<br />

Private equity, venture capital and other institutional<br />

investors have accounted for 18% of total deal<br />

volume and 23% of overall deal value in the<br />

alternative energy sector over the past three years.<br />

The percentage share of private equity and<br />

institutional investors in total deal value has fallen<br />

sharply since 2007 although we expect a change as<br />

institutional investors seek to increase their sector<br />

exposure.<br />

Private equity and financial investors were also<br />

responsible for over 80% of private placements<br />

during the same period. Between 2007 and 2009, a<br />

total of 171 private placements were made by wind,<br />

solar and biomass companies (Figure 8) with an<br />

average deal value for private placements of around<br />

$33.3mn.<br />

June 2010<br />

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7 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

Figure 8: Private placement: deal value & volume<br />

$mn<br />

2,500<br />

2,000<br />

1,500<br />

1,000<br />

500<br />

0<br />

June 2010<br />

43<br />

Source: Copal Analysis, Capital IQ<br />

62 66<br />

75<br />

60<br />

45<br />

30<br />

15<br />

1,020 2,138 1,534<br />

0<br />

2007 2008 2009<br />

Total Deal Value No. of Deals<br />

No. of Deals<br />

In part, private equity has offset the shortfall in<br />

activity resulting from highly adverse public market<br />

conditions in which significantly lower share prices<br />

handicapped company efforts to raise additional<br />

capital. As a result, several cash-strapped<br />

companies have resorted to private placements to<br />

meet their financing requirements. In addition,<br />

financial investors are responsible for several<br />

renewable energy investments in the form of carbon<br />

funds due to an expected increase in the price of<br />

carbon credits by 2012 on expiry of the first<br />

commitment period for the Kyoto Protocol. With the<br />

economic recovery taking hold, private equity and<br />

other financial investors should seek to diversify their<br />

portfolios and increasingly invest in nascent<br />

alternative energy companies and projects, e.g. in<br />

February 2010, HgCapital, a London-based PE firm,<br />

acquired a new 12 MW PV project in Castilla La<br />

Mancha, Spain for $139.1mn.<br />

“Other” buyers expect sustainability<br />

More recently, M&A in the alternative energy sector<br />

has also been characterized by significant activity<br />

originating from companies in industries as diverse<br />

as infrastructure, real estate, chemicals and<br />

manufacturing. Such buyers have accounted for 16%<br />

of deal volume and around 18% of deal value over<br />

the past three years, although they comprised as<br />

much as 45% of deal value in 2009. Growing interest<br />

in the sector from companies in unrelated industries<br />

suggests that renewable energy is increasingly<br />

regarded as an attractive business opportunity rather<br />

than simply a regulatory mandate.<br />

Initial Public Offerings (IPOs)<br />

Between 2007 and 2009, a total of 74 IPOs occurred<br />

with an average issue size of $269mn. The number<br />

of alternative energy IPOs has declined by more<br />

than 50% in each of the past two years, reflecting<br />

subdued IPO markets during the credit crisis and<br />

generally adverse market conditions for alternative<br />

energy companies raising money in the public<br />

market due to their limited track record and high<br />

technology-related risks. Nevertheless, one of the<br />

largest alternative energy deals in 2008 was the<br />

$2.8bn placement with institutional investors of a<br />

25% stake in EDP Renováveis.<br />

This transaction shows a common trend with large<br />

utility companies including EDF, Iberdrola and EDP<br />

listing their renewable energy subsidiaries as<br />

separate units. This process is intended to ensure<br />

adequate capital to expand each company’s<br />

alternative energy portfolio while their parent focuses<br />

on replacing aging infrastructure and modernizing its<br />

operations. Pure-play companies active in the wind,<br />

solar and biomass sectors account for low IPO<br />

volumes compared to the total number of M&A deals<br />

and private placements over the last three years.<br />

“Renewable energy companies will have a<br />

continual need for growth financing to build their<br />

companies. The vast majority will seek a liquidity<br />

event to monetize the substantial investment<br />

through merger, buyout or public equity offering.<br />

Whether by a desire to lead or adherence to<br />

government policy, strategic companies will<br />

continue to seek ways to offset their carbon<br />

emissions, providing a consistent demand for<br />

well-positioned companies.”<br />

M&A Trends & Opportunities<br />

by Region<br />

Figure 9: Total deal value and volume by region<br />

$bn<br />

40<br />

30<br />

20<br />

10<br />

0<br />

290<br />

95 54<br />

35.0 6.9 1.5<br />

Europe North America Asia Pacific<br />

Total Deal Value<br />

Source: Copal Analysis, Capital IQ<br />

No. of Deals<br />

Over the past three years, alternative energy deals<br />

have been increasingly concentrated in Europe, with<br />

the region accounting for the largest share of deal<br />

volume (290) and deal value (80%). North America<br />

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8 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

saw 95 transactions over the same period, equal to<br />

21% of total deal volume.<br />

Unsurprisingly, M&A activity has flourished in these<br />

two regions as they represent the world’s most<br />

mature energy markets and also provide major<br />

support for alternative energy through governmentbacked<br />

incentive schemes.<br />

European transactions leading M&A<br />

Europe has been the regional leader in alternative<br />

energy M&A activity. Average deal value remains the<br />

highest in the world. Although average deal value<br />

corrected slightly in 2009, the recession had no<br />

affect on total M&A deal volume (Figure 10).<br />

Between 2007 and 2009, some 64% of target<br />

companies in all M&A deals were European, of<br />

which 65% were wind companies, 19% solar, 10%<br />

biomass and 6% diversified.<br />

$mn<br />

Figure 10: Europe – average deal value and<br />

volume<br />

400<br />

300<br />

200<br />

100<br />

0<br />

June 2010<br />

86<br />

97<br />

107<br />

125<br />

100<br />

75<br />

50<br />

25<br />

300 322 229<br />

0<br />

2007 2008 2009<br />

Average Deal Value No. of Deals<br />

Source: Copal Analysis, Capital IQ<br />

No. of Deals<br />

Deal flow was concentrated mainly in <strong>Western</strong><br />

Europe with Spain, Germany, France, Italy and the<br />

UK comprising 73% of all regional M&A deals<br />

(Figure 11). This is consistent with the fact that these<br />

countries also account for the largest share of<br />

alternative energy generation capacity in the EU.<br />

27% 25%<br />

Spain<br />

8%<br />

Figure 11: European deals by country<br />

10%<br />

10%<br />

Source: Copal Analysis, Capital IQ<br />

20%<br />

Germany<br />

France<br />

Italy<br />

UK<br />

Others<br />

The European utility market has been consolidating<br />

for several years, and the alternative energy sector<br />

will likely be no different. In 2009, the largest M&A<br />

deal was Spain-based Acciona S.A.’s $3.6bn<br />

acquisition of Endesa’s renewable energy assets<br />

totaling 2,105 MW (1,248 MW of wind power). The<br />

deal was primarily motivated by ongoing<br />

consolidation within the EU. With Europe slowly<br />

moving towards greater interconnectivity and a<br />

liberalized common energy market, some larger<br />

utility and infrastructure companies prefer to<br />

maintain a diversified energy portfolio according to<br />

source and geography. This key trend will continue<br />

to drive M&A activity between EU member states.<br />

M&A activity within the region is also being<br />

motivated by regulatory provisions. The Kyoto<br />

Protocol, and subsequent market mechanisms<br />

governed by it, will probably serve as the strongest<br />

catalyst for regional M&A activity. The EU has<br />

implemented a Tradable Certificate System under<br />

which electricity chain stakeholders are obliged to<br />

purchase a percentage of their electricity from<br />

renewable energy resources. Certificates can be<br />

obtained either from each stakeholder’s own<br />

renewable electricity generation or from another<br />

generator. Subsequently, this process has driven<br />

regional M&A activity. Acquirors have either followed<br />

an investment-focused strategy, making acquisitions<br />

that benefit from tax credits and selling certificates,<br />

or pursued generation-based strategies executed in<br />

order to diversify the generation portfolio, alleviate<br />

the necessity to buy certificates from outside and<br />

position themselves to benefit from the feed-in tariff<br />

mechanism.<br />

For example, one of the largest such deals in 2008<br />

was the $3.3bn investment-focused acquisition of<br />

Irish-based Airtricity, a developer, manufacturer and<br />

operator of wind farms in Europe and Asia, by<br />

Scottish and Southern <strong>Energy</strong> (SSE). The<br />

transaction was intended to support the SSE<br />

development of the 500 MW Greater Gabbard<br />

offshore wind farm, the world’s largest, currently<br />

under construction.<br />

We therefore expect extensive consolidation activity,<br />

motivated by the EU objective of establishing a<br />

single energy market together with other investment<br />

and generation-focused strategies to continue to<br />

drive regional M&A activity. The Iberian Peninsula<br />

and the North Sea are a likely focus of this activity,<br />

with their considerable potential to generate wind<br />

and solar energy.<br />

“We see continued government support for the<br />

alternative energy industry over the foreseeable<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


9 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

future, both to ensure a reliable alternative to<br />

declining, higher-risk fossil-based sources as<br />

well as diversifying away from politically<br />

unpopular sources.”<br />

Tailwinds for M&A in North America<br />

M&A deal volume in North America (US and<br />

Canada) accounted for 21% of all M&A deals<br />

between 2007 and 2009. A combination of low<br />

interest rates, relaxed lending standards and<br />

regulatory changes drove average deal values to a<br />

three-year high in 2007. One of the largest<br />

alternative energy deals in the US occurred in 2007<br />

when Horizon Wind <strong>Energy</strong> was acquired by EDP -<br />

Energias de Portugal for $2.3bn. This deal<br />

possessed similar characteristics to the Airtricity<br />

acquisition with Horizon Wind <strong>Energy</strong>, acting as a<br />

developer and operator of wind farms in North<br />

America being acquired by a utility company.<br />

$mn<br />

Figure 12: North America – average deal value<br />

and volume<br />

300<br />

200<br />

100<br />

0<br />

June 2010<br />

60<br />

49<br />

45<br />

30<br />

30<br />

16<br />

15<br />

266 45 102<br />

0<br />

2007 2008 2009<br />

Average Deal Value No. of Deals<br />

Source: Copal Analysis, Capital IQ<br />

No. of Deals<br />

With the onset of the credit crisis in 2007, deal<br />

valuations fell markedly. However, transaction<br />

volumes remained high. The sudden increase in deal<br />

volume from 16 in 2008 to 49 in 2009 (Figure 12)<br />

occurred against a background of accelerated<br />

growth in the US renewable energy sector as the<br />

industry benefited from government stimulus<br />

measures and tax incentives for investment.<br />

To encourage the adoption of alternative energy, the<br />

US has implemented RPS legislation – Production<br />

Tax Credit (PTC) and Investment Tax Credit (ITC)<br />

(the equivalent of the EU’s Tradable Certificate<br />

System) – which enable wind and solar energy<br />

producers to claim tax credits for a period of 10<br />

years from the start of production.<br />

The recent extension of tax credits to 2012 and the<br />

possible introduction of RPS at federal level have<br />

increased M&A volumes with both utilities and nonutility<br />

companies keen to benefit from such<br />

regulatory changes. For example, last year MEMC<br />

Electronic Materials <strong>Inc</strong>., a designer and<br />

manufacturer of silicon wafers, acquired Sun Edison,<br />

an owner and operator of solar power plants, for<br />

$317.6mn. The current regulatory environment<br />

optimized conditions enabling MEMC to vertically<br />

integrate and benefit from Sun Edison’s renewable<br />

portfolio standards and solar tariff services.<br />

However, to capitalize on available tax advantages,<br />

the developer and/or other investors in the<br />

renewable energy project must have sufficient future<br />

cash tax liabilities to efficiently realize the economic<br />

value of those incentives. US tax incentive programs<br />

make it more challenging for smaller or start-up<br />

companies to develop renewable energy projects.<br />

The current economic climate has also significantly<br />

reduced the number of traditional investors with<br />

sufficient tax motivation to take advantage of the<br />

benefits of these incentive programs. This situation<br />

has contributed to a rise in deal volumes while<br />

restricting the average deal value, with many smaller<br />

players now concluding deals and partnerships with<br />

larger companies.<br />

Furthermore, President Barack Obama has<br />

proposed clean energy investments and regulatory<br />

changes worth over $60bn, designed to encourage<br />

growth in the US renewable energy industry which,<br />

in turn, should also drive regional M&A activity.<br />

“We will continue to see a favorable political<br />

environment to creating sustainable domestic<br />

sources of alternative energy. New economic<br />

incentives will be added over the next decade<br />

that favor large leaps in innovation,<br />

infrastructure build out, smart grid technology<br />

and development of sustainable resources.”<br />

M&A gaining traction in Asia/Pacific<br />

M&A volume in the Asia/Pacific region accounted for<br />

12% of all M&A deals between 2007 and 2009.<br />

While deal volume in Asia/Pacific has increased<br />

steadily, average deal value has remained relatively<br />

small, excluding 2007 (Figure 13) when average<br />

deal value was higher due to the $511.8mn<br />

acquisition of Yunnan Shenyu New <strong>Energy</strong><br />

Company, a Chinese-based biomass energy<br />

producer, by China Grand Forestry Green<br />

Resources, an investment holding company<br />

manufacturing forestry products.<br />

Australia and Japan have lagged behind the rest of<br />

the region, accounting for only 28% of deals (Figure<br />

14), well behind other developed countries. Demand<br />

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10 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

$mn<br />

Figure 13: Asia/Pacific average deal value<br />

and volume<br />

125<br />

100<br />

75<br />

50<br />

25<br />

0<br />

12<br />

15<br />

27<br />

40<br />

30<br />

20<br />

10<br />

106 27 26<br />

0<br />

2007 2008 2009<br />

Average Deal Value No. of Deals<br />

Source: Copal Analysis, Capital IQ<br />

No. of Deals<br />

for alternative energy in Japan has been low while<br />

investment in the sector is limited, restricting M&A<br />

activity. However, former Prime Minister Yukio<br />

Hatoyama’s government has significantly enhanced<br />

Japan’s emission reduction targets for 2020, which<br />

we expect will stimulate sector activity. In the<br />

meantime, significant investment interest is focused<br />

overseas.<br />

Figure 14: Asia/Pacific targets split by country<br />

photovoltaic (PV) cells, with established incentive<br />

policies to stimulate domestic demand and<br />

deployment including feed-in tariffs. In July 2009,<br />

China imposed a feed-in tariff for new onshore wind<br />

power plants, providing wind energy generators with<br />

a significant premium over the average rate paid to<br />

coal-fired electricity generators. India recently added<br />

a new renewable portfolio standard for utilities,<br />

starting at 5% in 2010 and increasing by 1% each<br />

year to 15% in 2020.<br />

Positive regulatory changes in China and India have<br />

resulted in a steady increase in regional M&A activity.<br />

Deal value for most transactions in these countries<br />

has been less than $10mn. The largest transaction<br />

during the past three years was the 2009 acquisition<br />

of India-based independent power producer Green<br />

Infra Ltd. by BP <strong>Energy</strong> India Pvt. Ltd. for $95.8mn.<br />

Population growth, urbanization (including a<br />

concomitant wealth effect) and high GDP growth will<br />

continue to increase energy requirements by Asian<br />

countries and stimulate investments in alternative<br />

energy. This region will account for an increasing<br />

proportion of both deal flow and deal value in the<br />

future.<br />

15% China<br />

11%<br />

37%<br />

India<br />

Australia<br />

17%<br />

20%<br />

Source: Copal Analysis, Capital IQ<br />

Japan<br />

Others<br />

However, M&A activity in Australia has stalled partly<br />

due to uncertainty concerning a carbon trading<br />

scheme being introduced by the government led by<br />

Prime Minister Kevin Rudd. The renewables sector<br />

in Australia has also been affected by an artificial<br />

increase in the supply of renewable energy<br />

certificates which dramatically reduced their price in<br />

2009, acting as a disincentive for utilities to conclude<br />

longer-term power purchase agreements for<br />

renewable generation.<br />

Despite these headwinds, there has been abundant<br />

M&A activity in the sector due to strong demand from<br />

both China and India which accounted for 57% of<br />

deals within the region between 2007 and 2009.<br />

China and India have taken principal roles in the<br />

development of alternative energy technologies.<br />

Both are world leaders in the manufacture of<br />

June 2010<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


11 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

Representative Transactions<br />

Transactions involving acquisitions by pure players<br />

Date<br />

Announced<br />

16-Jul-09<br />

16-Sep-09<br />

21-Oct-08<br />

08-Apr-08<br />

05-Dec-07<br />

14-Feb-07<br />

Target Acquiror Deal Synopsis Value<br />

($mn)<br />

Gamesa<br />

Corporación<br />

(six wind farms<br />

in Spain)<br />

BP <strong>Energy</strong><br />

India Private<br />

Limited (India)<br />

New Green<br />

Molise (Italy)<br />

NEO Galia,<br />

S.A.S.<br />

(France)<br />

Gamesa<br />

Corporacion,<br />

(two wind<br />

power parks)<br />

(Spain)<br />

GE <strong>Energy</strong><br />

Financial<br />

Services (165<br />

MW wind<br />

farms in<br />

Germany)<br />

Gestamp<br />

Eólica S.L.<br />

(Spain)<br />

Green Infra<br />

Ltd. (India)<br />

Alerion<br />

Energie<br />

Rinnovabili<br />

s.r.l. (Italy)<br />

Novas<br />

Energías do<br />

Ocidente,<br />

S.A. (Spain)<br />

Iberdrola<br />

Renovables<br />

S.A. (Spain)<br />

Theolia S.A.<br />

(France)<br />

Six wind farms in Galicia and Catalonia, Spain, owned by<br />

Gamesa Corporación Tecnológica S.A., with a capacity of<br />

132 MW were acquired by Gestamp Eólica S.L., a wind<br />

power energy company which promotes, constructs and<br />

operates wind farms in Spain and internationally, and also<br />

(through its subsidiary) makes towers used for wind power<br />

generator turbines.<br />

BP <strong>Energy</strong> India Private Limited owns and operates wind<br />

farms in India with a total power generating capacity of<br />

around 100 MW. The company was incorporated in 2005<br />

and is based in Bengaluru, India. As of 16 September 2009,<br />

BP <strong>Energy</strong> India Private Limited operates as a subsidiary of<br />

Green Infra Ltd.<br />

New Green Molise owns rights for the construction and<br />

management of a 72.5 MW wind farm. The company is<br />

based in Pensilis, Italy. As a result of a deal announced on<br />

21 October 2008, New Green Molise operates as a<br />

subsidiary of Alerion Energie Rinnovabili s.r.l.<br />

NEO Galia, S.A.S. owns and operates three wind farms in<br />

Normandy with an installed capacity of 35 MW. The<br />

company is based in Paris, France. NEO Galia, S.A.S. now<br />

operates as a subsidiary of Novas Energías do Ocidente,<br />

S.A. Novas designs, builds and operates projects to produce<br />

electricity from renewable sources in the Iberian Peninsula<br />

and Europe.<br />

On 5 December 2007, two wind farm parks in Southern<br />

Almeria, Spain, owned by Gamesa Corporacion<br />

Tecnologica, were acquired by Iberdrola Renovables. Both<br />

are electric power generation facilities producing electric<br />

power through wind energy with an installed capacity of 50<br />

MW.<br />

On 2 July 2007, 165 MW wind farms based in Germany and<br />

owned by GE <strong>Energy</strong> Financial Services, were acquired by<br />

Theolia. Theolia S.A. operates as an independent producer<br />

of mainly wind-generated renewable electricity. The<br />

company develops, builds and operates wind farms for its<br />

own account and for third parties. As of 31 December 2008,<br />

the company managed a total installed capacity of 671 MW,<br />

comprising 360 MW on its own account and 311 MW for<br />

third parties. Theolia S.A. operates wind farms in France,<br />

Germany and Morocco, and also develops wind projects in<br />

France, Italy, India and Brazil.<br />

Value/MW<br />

310.5 2.35<br />

95.8 0.96<br />

171.2 2.36<br />

148.5 4.24<br />

96.5 1.93<br />

132.3 0.8<br />

Source: Copal Analysis, Capital IQ<br />

Between 2007 and 2009, around 40% of the 150<br />

largest M&A transactions that occurred involved<br />

acquisitions of pure players by other pure players.<br />

Over 75% of deal volume in the segment was<br />

generated by deals valued between $5mn and<br />

$100mn.<br />

The transaction value/MW ratio for disclosed<br />

transactions has varied significantly, with acquired<br />

companies ranging from start-up businesses to<br />

mature, asset-heavy companies. For example, the<br />

value/MW multiple for Novas Energías do Ocidente’s<br />

acquisition of NEO Galia in 2008 was $4.2mn/MW,<br />

well above the year average of $2.1mn/MW. The<br />

corresponding multiple for Theolia’s acquisition of<br />

165 MW wind farms from GE <strong>Energy</strong> in 2007 was<br />

$0.8mn/MW, below the year average of 1.0mn/MW.<br />

Furthermore, the multiple was higher for transactions<br />

involving acquisitions by larger pure-play companies<br />

such as Iberdrola Renovables and Gestamp Eólica,<br />

willing to offer a slight premium to acquire assets<br />

with grid access. In addition, the type of target<br />

company involved in transactions concerning pureplay<br />

buyers is considerably more diversified<br />

compared with utilities which tend to prefer wind<br />

energy providers to solar or biomass companies.<br />

This implies that pure-play companies are seeking to<br />

diversify their alternative energy portfolio and are<br />

willing to pay a premium to acquire target assets.<br />

June 2010<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


12 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

Representative Transactions<br />

Transactions involving acquisitions by utility companies<br />

Date<br />

Announced<br />

30-Sep-09<br />

21-May-09<br />

04-Aug-08<br />

04-Jan-08<br />

07-Aug-07<br />

04-Aug-07<br />

Target Acquiror Deal Synopsis Value<br />

($mn)<br />

AIM PowerGen<br />

Corporation<br />

(Canada)<br />

North<br />

Allegheny<br />

Wind, LLC<br />

(USA)<br />

M & A<br />

Rinnovabili<br />

s.r.l. (Italy)<br />

Airtricity<br />

Holdings<br />

Limited<br />

(Ireland)<br />

ENERGI E2<br />

Renovables<br />

Ibéricas S.L.<br />

(Spain)<br />

Trinergy Ltd.<br />

(wind farms in<br />

Italy and<br />

Germany)<br />

<strong>International</strong><br />

Power plc<br />

(UK)<br />

Duke <strong>Energy</strong><br />

Corporation<br />

(USA)<br />

Alpiq Holding<br />

AG<br />

(SWX:ALPH)<br />

(Switzerland)<br />

Scottish &<br />

Southern<br />

<strong>Energy</strong> plc<br />

(UK)<br />

E.ON AG<br />

(DB:EOAN)<br />

(Germany)<br />

<strong>International</strong><br />

Power plc<br />

(UK)<br />

AIM PowerGen Corporation develops, constructs and<br />

operates wind power generation facilities in Canada. The<br />

company was founded in 2001 and is headquartered in<br />

Markham, Canada. It was acquired by UK-based<br />

<strong>International</strong> Power plc.<br />

North Allegheny Wind, LLC owns a wind farm with 35<br />

Gamesa wind turbines, each capable of producing two<br />

megawatts (MW) of electricity, i.e. total power production<br />

capacity around 70 MW. The company was acquired by<br />

Duke <strong>Energy</strong> Corporation in order to comply with the RPS.<br />

M & A Rinnovabili s.r.l. develops, installs and operates onand<br />

offshore wind farms, solar power and biomass plants.<br />

The company was founded in 2008 and is based in Italy. M<br />

& A Rinnovabili s.r.l. operates as a subsidiary of Moncada<br />

<strong>Energy</strong> Group s.r.l.<br />

Airtricity Holdings Limited, a renewable energy company,<br />

develops, constructs and operates on- and offshore wind<br />

farms mainly in Europe and Asia. The company was<br />

founded in 1997 and is headquartered in Dublin. Its wind<br />

farm sites are located in England, Wales, the Republic of<br />

Ireland, Scotland, Germany and the Netherlands. Scottish<br />

and Southern <strong>Energy</strong> plc acquired Airtricity following the<br />

adoption by the EU of a legally binding target of 20% for the<br />

proportion of all energy to be derived from renewable<br />

sources and a decision by the Scottish government to adopt<br />

a new target to generate 50% of Scotland’s electricity from<br />

renewable sources, also by 2020.<br />

ENERGI E2 Renovables Ibéricas S.L. develops and<br />

operates renewable projects including wind farms in Spain<br />

and Portugal. The company is headquartered in Madrid,<br />

Spain. It was acquired by E.ON to further expand its<br />

alternative energy operations in Europe.<br />

On 31 August 2007, key wind farm assets owned by<br />

Trinergy Ltd were acquired by <strong>International</strong> Power plc. They<br />

were located in Italy (495 MW in operation and 67 MW<br />

under construction) and Germany (86 MW in operation).<br />

Trinergy is headquartered in Dublin, Ireland. The acquisition<br />

allowed <strong>International</strong> Power plc to expand its alternative<br />

energy assets in Europe.<br />

Value/MW<br />

120.9 N/A<br />

124 1.77<br />

249.7 N/A<br />

3,253.1 N/A<br />

993.6 N/A<br />

1,196 1.85<br />

Source: Copal Analysis, Capital IQ<br />

Between 2007 and 2009, approximately 26% of the<br />

150 largest M&A transactions involved utilities<br />

acquiring pure-plays. The transaction value for such<br />

deals varied widely, ranging between $5.5mn and<br />

$3.6mn.<br />

The value/MW multiple for such transactions has<br />

exceeded annual averages for all deal types, e.g. in<br />

the Duke <strong>Energy</strong> acquisition of Northern Allegheny in<br />

2009 the value/MW multiple was $1.77mn/MW,<br />

above the year average of $1.4mn/MW. In 2007, the<br />

corresponding ratio for <strong>International</strong> Power’s<br />

acquisition of Trinergy was $1.85mn/MW,<br />

significantly higher than the year average of<br />

$1.0mn/MW, suggesting that utility companies are<br />

willing to pay a slight premium, especially for targets<br />

possessing large-scale operations and enjoying<br />

adequate grid connectivity.<br />

June 2010<br />

Utility companies have been eager to acquire<br />

alternative energy companies to meet legally binding<br />

renewable energy targets in their respective<br />

countries. As a result, we expect them to continue to<br />

account for a large share of M&A activity in the short<br />

to medium term. However, several larger utility<br />

companies, including E.ON and Scottish and<br />

Southern <strong>Energy</strong>, have shown a keen interest in<br />

acquiring companies engaged in the development,<br />

construction and operation of wind farms. Such<br />

acquisitions will allow larger utility companies to<br />

undertake alternative energy projects on a much<br />

larger scale and to develop and sell operating assets<br />

to other companies.<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


13 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

Representative Transactions<br />

Transactions involving private equity and other financial buyers<br />

Date<br />

Announced<br />

03-Aug-09<br />

21-Jul-09<br />

29-Sep-08<br />

29-Aug-08<br />

31-Dec-07<br />

01-Jun-07<br />

Target Acquiror Deal Synopsis Value<br />

($mn)<br />

Kallista<br />

Energies<br />

Renouvelables<br />

and Kallista<br />

(France)<br />

ENDESA<br />

INGENIERÍA<br />

S.L. (10 MW<br />

PV plant in<br />

Spain)<br />

Helium <strong>Energy</strong><br />

S.L.U. (Spain)<br />

AGL <strong>Energy</strong><br />

Limited (71<br />

MW Hallett 2<br />

wind farm)<br />

(Australia)<br />

Horizon Wind<br />

<strong>Energy</strong>, LLC,<br />

(four wind<br />

farms in USA)<br />

Zephyr<br />

Investments<br />

Ltd. (UK)<br />

AXA Private<br />

Equity<br />

(France)<br />

Macquarie<br />

Capital Funds<br />

Ltd. (Europe)<br />

Hudson Clean<br />

<strong>Energy</strong><br />

Partners<br />

(USA)<br />

ANZ<br />

Specialist<br />

Asset<br />

Management<br />

Limited (New<br />

Zealand)<br />

GE <strong>Energy</strong><br />

Financial<br />

Services;<br />

Wachovia<br />

Investment<br />

Holdings<br />

(USA)<br />

M&G<br />

Investment<br />

Management<br />

Limited; J.P.<br />

Morgan<br />

Investment<br />

Management<br />

Limited (UK)<br />

On 3 August 2009, Kallista Energies Renouvelables and<br />

Kallista France of Babcock & Brown Limited were acquired<br />

by AXA Private Equity. The companies own and operate<br />

wind farms and generate wind energy. Kallista Energies<br />

Renouvelables and Kallista France are headquartered in<br />

Paris, France.<br />

On 9 July 2009, a 10 MW photovoltaic plant owned by<br />

ENDESA INGENIERÍA S.L. was acquired by Macquarie<br />

Capital Funds (Europe) Ltd. The plant, located in Cadiz,<br />

Spain, produces electricity using solar energy.<br />

Helium <strong>Energy</strong> S.L.U. operates as a renewable energy<br />

development company. It develops, builds and owns wind<br />

and solar projects in Spain, Panama, Chile, Europe and<br />

South America. The company was founded in 2006 and is<br />

based in Madrid, Spain. The acquisition will enable all<br />

Hudson Clean <strong>Energy</strong> Partners to access Spain’s lucrative<br />

wind power generation market.<br />

AGL <strong>Energy</strong> Limited’s Hallett 2 wind farm, based in<br />

Australia, produces 71 MW of electricity. This wind farm was<br />

acquired by the New Zealand-based ANZ Specialist Asset<br />

Management Limited.<br />

GE <strong>Energy</strong> and Wachovia Investment Holdings jointly<br />

acquired four wind farms in the US from Horizon Wind<br />

<strong>Energy</strong>, LLC, with a total installed capacity of 600 MW.<br />

M&G Investment Management Limited (UK) and J.P.<br />

Morgan Investment Management Limited (UK) jointly<br />

acquired Zephyr Investments Ltd, a wind farm owner and<br />

operator. The company was founded in 2003 and is based in<br />

Swindon in the United Kingdom.<br />

Value/MW<br />

317 N/A<br />

108.8 10.88<br />

144.1 N/A<br />

48.1 0.68<br />

600 1.0<br />

304.9 N/A<br />

Source: Copal Analysis, Capital IQ<br />

Between 2007 and 2009, a total of 17% of the 150<br />

largest M&A transactions involved acquisitions of<br />

pure-play companies by private equity and<br />

institutional investors. Over 70% of the segment deal<br />

volume was generated in the low to medium-sized<br />

market, i.e. between $30mn and $300mn.<br />

The transaction value/MW ratio for disclosed<br />

transactions has varied widely. For example, the<br />

value/MW multiple for Macquarie Capital Funds’<br />

acquisition of a 10 MW PV plant from ENDESA in<br />

2009 was one of the highest observed at<br />

$10.88mn/MW, almost twice the year average of<br />

$5.5mn/MW. The corresponding multiple for ANZ’s<br />

acquisition of the 71 MW wind farm from AGL<br />

<strong>Energy</strong> in 2008 was $0.68mn/MW, well below the<br />

year average of $2.1mn/MW.<br />

June 2010<br />

In common with pure-play companies, targets<br />

acquired by private equity and institutional investors<br />

were also generally diversified. The average value<br />

for this type of transaction was highest in 2007 at<br />

around $237mn but fell significantly in 2008 to<br />

$80mn, the lowest of all transaction types. However,<br />

deal activity by such firms is recovering with<br />

improving liquidity and attractive valuations resulting<br />

in an increase in both volumes and transaction<br />

values in 2009 for acquisitions involving private<br />

equity and financial buyers.<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


14 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

Representative Transactions<br />

Private placements<br />

Date<br />

Announced<br />

24-Dec-09<br />

24-Feb-09<br />

24-Apr-08<br />

22-Jan-08<br />

02-Oct-07<br />

12-Jun-07<br />

Target Acquiror Deal Synopsis Value<br />

($mn)<br />

Electrawinds<br />

N.V. / S.A.<br />

(Belgium)<br />

Enfinity<br />

Management<br />

BVBA<br />

(Belgium)<br />

Wind Capital<br />

Group, LLC.<br />

(USA)<br />

Capital<br />

<strong>Energy</strong>, S.A.<br />

(Spain)<br />

EverPower<br />

Wind Holdings,<br />

<strong>Inc</strong>. (USA)<br />

Bull Moose<br />

<strong>Energy</strong>, LLC.<br />

GIMV N.V.<br />

and Inframan<br />

N.V./S.A.<br />

(Belgium)<br />

Waterland<br />

Private Equity<br />

Investments<br />

B.V.<br />

(Netherlands)<br />

NTR plc<br />

(Ireland)<br />

Iberian<br />

Renewable<br />

Energies<br />

(Luxembourg)<br />

; Pontegadea<br />

Participacione<br />

s, S.C.R.,<br />

S.A. (Spain)<br />

Good<br />

Energies <strong>Inc</strong>.<br />

(UK)<br />

Morgan<br />

Stanley<br />

Private Equity<br />

(USA)<br />

Electrawinds N.V./ S.A. produces, sells and distributes green power.<br />

It constructs and operates windmill farms, solar farms, bio steam and<br />

biomass power plants, and also investigates and develops<br />

renewable energy opportunities and applications. It complements<br />

GIMV’s strategy of investing in infrastructure and innovative<br />

companies. The company was founded in 1998 and is based in<br />

Oostende, Belgium.<br />

Enfinity Management BVBA develops, finances and executes<br />

renewable energy projects. It focuses on investments in photovoltaic<br />

energy and wind energy. The company was founded in 2006 and is<br />

based in Ghent, Belgium. Waterland Private Equity Investments BV<br />

is a private equity and venture capital firm specializing in<br />

investments in medium-sized private companies. It targets<br />

investments in expansion capital, industry consolidation,<br />

acquisitions, buyouts, divestitures and add-on acquisitions.<br />

Wind Capital Group, LLC develops and constructs wind farms, and<br />

produces wind energy in the central US. The company was founded<br />

in 2005 and is based in Saint Louis, Missouri with additional offices<br />

in Madison, Wisconsin; and Chicago, Illinois. As of 24 April 2008,<br />

Wind Capital Group, LLC operated as a subsidiary of NTR plc. NTR<br />

plc acts as a developer and operator of renewable energy and<br />

sustainable waste management in Europe and North America.<br />

Capital <strong>Energy</strong>, S.A. is active in offshore wind farms, photovoltaic<br />

energy, onshore wind farms, self-consumption and distributed wind<br />

farms, desalination plants and biomass plants. Capital <strong>Energy</strong>, S.A<br />

was founded in 2002 and is based in Madrid, Spain. Iberian<br />

Renewable Energies and Pontegadea Participaciones are both<br />

principally investment firms.<br />

EverPower Wind Holdings, <strong>Inc</strong>. develops wind power projects in the<br />

Northeastern and Mid-Atlantic regions of the United States. It also<br />

develops green-field sites and utility-scale wind systems. The<br />

company was founded in 2002 and is based in New York with an<br />

additional office in Portland, Oregon. Good Energies <strong>Inc</strong>. is a venture<br />

capital arm of Cofra Holding AG, which invests in all types of<br />

alternative energy companies.<br />

Bull Moose <strong>Energy</strong> LLC. was founded in 2005 to create and develop<br />

new concepts for power production from renewable energy sources.<br />

The company’s first clean, modular, urban facility for the production<br />

of biomass energy will be built in San Diego and provide power to<br />

San Diego Gas & Electric Company.<br />

57.5<br />

63.8<br />

150<br />

170.3<br />

55<br />

60<br />

Source: Copal Analysis, Capital IQ<br />

Between 2007 and 2009, a total of 171 private<br />

placements by wind, solar and biomass companies<br />

occurred with an average value for disclosed deals<br />

of $33.3mn.<br />

Most private placement targets involve early<br />

developers requiring project development capital.<br />

For example, in 2007 Bull Moose entered into its first<br />

contract to supply 20 MW of renewable energy to the<br />

San Diego Gas & Electric Co. from 2008. It therefore<br />

required capital to construct a biomass plant in San<br />

Diego. However, smaller companies face<br />

considerable difficulties in raising capital through<br />

private placements with the risk appetite of<br />

traditional buyers now much lower than previously.<br />

So far, this situation has not yet resulted in a<br />

significant increase in the number of distress sales<br />

by smaller alternative energy companies. The key<br />

question will be whether such developers have<br />

sufficient resources to continue holding projects until<br />

additional funding is secured or whether they will be<br />

compelled to sell. Nevertheless, smaller alternative<br />

energy companies will continue to seek investments<br />

by private placement, which could offer significant<br />

opportunities for companies to acquire exposure to<br />

commercially attractive start-up or small scale<br />

alternative energy companies.<br />

June 2010<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


15 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

Transaction Case Studies<br />

Role of M&A <strong>International</strong>:<br />

Advisor to<br />

Sector<br />

Target<br />

Our role<br />

Selling Company/ Location<br />

Activity<br />

Acquiror/ Investors/ Location<br />

Activity<br />

Description of Transaction<br />

<strong>Alternative</strong> <strong>Energy</strong><br />

Biomasse Heizkraftwerk Herbrechtingen GmbH<br />

Advisor to Seller<br />

Fortum Power, Ingenieurbüro Oskar von Miller, Sturm Holding, Germany<br />

Shareholders of the Herbrechtingen BioHKW power plant<br />

Euro Bioenergie II GmbH, Germany<br />

Biomass development platform<br />

Advised the shareholders of Biomasse Heizkraftwerk Herbrechtingen GmbH on the<br />

disposal of its biomass power plant in Southwest Germany for an undisclosed sum.<br />

Role of M&A <strong>International</strong>:<br />

Advisor to<br />

Sector<br />

Target<br />

Our role<br />

Selling Company/ Location<br />

Activity<br />

Acquiror/ Investors/ Location<br />

Activity<br />

Description of Transaction<br />

<strong>Alternative</strong> <strong>Energy</strong><br />

SWS Natural Resources Ltd<br />

Advisor to buyer<br />

SWS Natural Resources Ltd, Ireland<br />

Operates wind energy and bioenergy projects, and provides forestry services<br />

Bord Gais Eireann, Ireland<br />

Gas utility company involved in the transmission and supply of natural gas<br />

Advised Bord Gais Eireann on its acquisition of SWS Natural Resources from Ion Equity for<br />

US$755 million. The acquisition will strengthen the asset base of Bord Gáis and provides<br />

renewable resources to meet customer demands.<br />

June 2010<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


16 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

Conclusions<br />

The next two to three years will be interesting for the<br />

alternative energy sector as its growth is so highly<br />

dependent on regulatory change as well as the<br />

increasing marginal cost of conventional<br />

hydrocarbon production. While falling energy and<br />

carbon prices during 2008–2009 called into question<br />

the short-term economics of alternative energy, the<br />

long-term outlook remains positive. The increasing<br />

marginal cost of hydrocarbon production (driven by<br />

greater extraction complexity and falling reserves per<br />

well) together with technological improvements<br />

within the sector will significantly improve the<br />

economic case for alternative energy. This,<br />

combined with increased regulatory support and<br />

governmental incentives will bolster the case for<br />

alternative energy investment.<br />

Encouraging alternative energy through the use of<br />

incentive mechanisms by governments worldwide<br />

will stimulate an increase in M&A activity. We expect<br />

the following near-term catalysts:<br />

• Regulatory targets: Utility companies moving<br />

to increase the volume of renewable energy<br />

generation in their portfolios in response to<br />

changing climate legislation.<br />

• Constrained supply chains: In many parts of<br />

the world, the increased number of new projects<br />

are exerting pressure on supply chains which, in<br />

turn, is promoting interest in M&A activity and<br />

the development of joint ventures and strategic<br />

alliances.<br />

• <strong>International</strong> expansion: Underdeveloped<br />

alternative energy capacity in several countries<br />

offers significant potential for growth for<br />

international buyers and domestic players.<br />

• Buyers from outside the sector: Buyers such<br />

as infrastructure, real estate and manufacturing<br />

companies are increasingly pursuing M&A<br />

activities across the alternative energy sector<br />

value chain to ensure a sustainable business<br />

model.<br />

About M&A <strong>International</strong> <strong>Inc</strong>.<br />

M&A <strong>International</strong> <strong>Inc</strong>.’s members actively represent<br />

buyers and sellers in the energy M&A market as well<br />

as those seeking to raise private equity and debt<br />

capital. They possess significant energy domain<br />

expertise, industry relationships and experience in<br />

successfully executing complex transactions on<br />

behalf of our clients. Our members have closed over<br />

100 energy-related deals in the past three years.<br />

Paul Puri<br />

Head of M&A <strong>International</strong> <strong>Inc</strong>.'s<br />

<strong>Energy</strong> Group<br />

Email: paul.puri@cadallas.com<br />

June 2010<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


17 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

M&A <strong>International</strong> <strong>Inc</strong>. <strong>Energy</strong> Specialists<br />

Country Contact Email<br />

Americas<br />

Argentina Esteban Gutierrez gutierrez@ibpartners.com<br />

Brazil Aleixo Vaquero avaquero@stratusbr.com<br />

Brazil Gianni Casanova casanova@ibpartners.com<br />

Canada Jack Woodcock jwoodcock@cvpl-veracap.com<br />

Chile Guillermo Arnaiz arnaiz@ibpartners.com<br />

Colombia Hernan Sambucetti sambucetti@ibpartners.com<br />

United States (Atlanta, Boston and W. Gregory Robertson grobertson@tmcapital.com<br />

New York)<br />

United States (Chicago) S. Jack Campbell jackc@masiltd.com<br />

United States (Dallas) Paul Puri paul.puri@cadallas.com<br />

United States (Philadelphia) Francis E. Baird fbaird@mmadvisors.com<br />

United States (Richmond) Tom Kelso tkelso@matrixcmg.com<br />

Europe<br />

Bulgaria Dimitar Kostadinov DKostadinov@Entrea-Capital.com<br />

Czech Republic Milos Cebik milos.cebik@wood.cz<br />

Denmark Lars Gottlieb lars.gottlieb@audonpartners.dk<br />

Estonia Matiss Paegle matiss.paegle@gildbankers.com<br />

Finland Janne Simelius janne.simelius@merasco.com<br />

France Patrick Vignaud pv@aeliosfinance.com<br />

Germany Stefan Benzing stefan.benzing@angermann.de<br />

Hungary Attila Gajdics a.gajdics@con.hu<br />

Ireland Raymond Donegan raymond.donegan@ibicorporatefinance.ie<br />

Italy Davide Eugenio Milano milano@mergers.it<br />

Latvia Matiss Paegle matiss.paegle@gildbankers.com<br />

Lithuania Matiss Paegle matiss.paegle@gildbankers.com<br />

Netherlands Maarten Wolleswinkel mwolleswinkel@hcfinance.nl<br />

Norway Nikolai Lunde nl@bridgehead.no<br />

Poland Bill Fawkner-Corbett w.corbett@mergers.pl<br />

Slovakia Martin Smigura martin.smigura@wood.com<br />

Slovenia Jure Jelerčič jure.jelercic@publikum.si<br />

Spain José F. Alvarez jar@closa.com<br />

Switzerland Roberto Tracia roberto.tracia@binder.ch<br />

Turkey Ali Yazgan aliyazgan@pdf.com.tr<br />

United Kingdom Azhic Basirov azhic.basirov@smith.williamson.co.uk<br />

United Kingdom Michael Jewell mjewell@cavendish.com<br />

Asia-Pacific<br />

China (Beijing) James Chen james.chen@seimchina.com<br />

China (Hong Kong) Adrian Bradbury adrian.bradbury@quamgroup.com<br />

Thailand (Bangkok) Robert Fernstrom robertf@ktzmico.com<br />

Australia (Sydney) Paul Young pyoung@baronpartners.com.au<br />

Israel (Tel Aviv) Tomer Eblagon tomer@rosario-capital.co.il<br />

Africa<br />

South Africa David Shimkins davids@grindrodbank.co.za<br />

June 2010<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


18 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

M&A <strong>International</strong> <strong>Inc</strong>. Representative Transactions<br />

June 2010<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance


19 <strong>Alternative</strong> <strong>Energy</strong> M&A<br />

M&A <strong>International</strong> <strong>Inc</strong>. offers the unparalleled resources of over 500<br />

professionals in M&A advisory and investment banking firms operating<br />

around the globe.<br />

M&A <strong>International</strong><br />

www.mergers.net<br />

Founders of:<br />

the M&A Mid-Market Forum<br />

the Strategic Acquirors Forum<br />

www.midmarketforum.com<br />

www.mergers.net/saf<br />

© 2010 M&A <strong>International</strong> <strong>Inc</strong>. All rights reserved. M&A <strong>International</strong><br />

<strong>Inc</strong>. refers to the alliance of member firms of M&A <strong>International</strong> <strong>Inc</strong>.,<br />

each of which is a separate and independent legal entity.<br />

June 2010<br />

M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance

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