Transaction Structures and Process Issues, and Considerations Specific to Solar Transactions

Proposed Presentation

on

Status of Renewable Energy M&A Activity for Companies and Projects

for

Solar Power International 2011, Dallas, Texas, October 17-20, 2011

 

Below is an outline for a presentation or panel discussion for the Solar Power International conference in Dallas, Texas on October 17-20, 2011.  This presentation could be made in either the “Finance” or “Markets” tracks.  Presentation would be made by Mark Weitzel or Eric Stephens, both partners in the Global Finance department of Orrick, Herrington & Sutcliffe LLP’s San Francisco office.

 

• ·         Update on solar M&A Activity
  • o   Quarterly statistics by number of deals and deal size
  • o   Company vs. project/portfolio transactions
  • o   Utility scale vs distributed generation
  • o   Who’s buying?
• ·         Impact of Regulatory Uncertainty
  • o   Cash Grant vs ITC
  • o   Bonus depreciation
  • o   State and local incentive programs
• ·         Stage of Development of Acquired Companies and Projects
  • o   Pre-permitting
  • o   At or around construction financing
  • o   During construction
  • o   Design-build-transfer
  • o   Operating projects
• ·         Brokers, investment bankers, auction process or bilateral negotiations?
• ·         In-bound Acquisitions and Investments
  • o   Special regulatory considerations (CFIUS, government financed projects)
  • o   Joint ventures with developers to preserve and acquire local expertise
  • o   Tax considerations
• ·          Bid process
• ·         Due diligence
  • o   Financeable agreements
  • o   Assessment of PPA risks
  • o   Role of independent engineer
• ·         Document negotiation
  • o   Covenants, representations and warranties vary based on stage of development
  • o   Financing contingencies
  • o   Indemnity package
• ·         Valuation and payment structure