SunEdison Inc. (NYSE: SUNE) and TerraForm Power Inc. (NASDAQ: TERP) have entered into an agreement to purchase First Wind for a total of $2.4 billion of committed bridge financing. First Wind is one of the leading developers, owners and operators of wind projects in the United States.
The $2.4 billion is comprised of $1.9 billion in upfront consideration and a $510 million earn-out. SunEdison’s portion makes up $1 billion of the consideration and the entire earn-out, and TerraForm Power will acquire First Wind’s operating portfolio for an enterprise value of $862 million.
The deal would make SunEdison the world’s largest renewable energy development company. As a result of the acquisition, SunEdison raised its project installation guidance to 2.1 to 2.3 GW from 1.6 to 1.8 GW. The transaction is also expected to accelerate the timing and enhance the visibility of SunEdison’s receipt of incentive distribution rights from TerraForm Power.
SunEdison will purchase more than 1.6 GW of pipeline and backlog projects that have been added to TerraForm Power’s right project list. An additional 6.4 GW of project development opportunities are included in the transaction. The company plans to accelerate the rate of project development by integrating First Wind’s wind platform into its own global project development.
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Ahmad Chatila, president and CEO of SunEdison, commented on the transaction:
The acquisition of First Wind transforms both SunEdison and TerraForm Power into diversified renewable energy companies and will make SunEdison the leading renewable power plant developer in the world. By bringing together First Wind’s proven development and operational capabilities and SunEdison’s global corporate infrastructure and renewable energy development and finance experience, we will be well-positioned to capitalize on the significant growth opportunities in the global wind power markets and drive returns to shareholders of both SunEdison and TerraForm Power.
Shares of SunEdison were up more than 24% at $20.63 just after Tuesday’s opening bell. The stock has a consensus analyst price target of $26.67 and a 52-week trading range of $11.11 to $24.35. The company has a total market cap of more than $5 billion.
For TerraForm Power, the transaction is immediately accretive and expected to deliver $72.5 million in unlevered cash available for distribution (CAFD). Pro forma for the transaction, the company raised its 2015 dividend guidance to $1.30 per share, up 44% from its current dividend rate of $0.90.
TerraForm Power also will acquire 521 MW of contracted wind generation assets and add 1.6 GW to its list of call right projects scheduled for drop down between 2016 and 2017. Ultimately the acquisition increases the generation capacity of TerraForm Power’s portfolio by over 50% and provides more geographic diversity.
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Carlos Domenech, president and CEO of TerraForm Power, said:
This acquisition is immediately accretive and establishes TerraForm Power as a leading asset owner in the wind energy market while demonstrating the Company’s commitment to delivering on TerraForm Power’s diversified growth strategy. We are adding significant CAFD through a transaction with a greater than 9% levered cash-on-cash yield, increasing our dividend by 44% and expanding the potential drivers of our long-term growth.
Shares of TerraForm Power were up more than 21% at $31.30 in early trading. The consensus price target is $34.60, and the post-IPO trading range is $21.58 to $34.34.
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