M&A International Inc. Alternative Energy M&A - Western Reserve ...
M&A International Inc. Alternative Energy M&A - Western Reserve ...
M&A International Inc. Alternative Energy M&A - Western Reserve ...
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
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 />
M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance
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 />
M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance
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 />
M&A <strong>International</strong> <strong>Inc</strong>. – the world's leading M&A alliance
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