- The sale of the second tranche of a total perimeter of 22 photovoltaic plants to Mareccio Energia, a platform for the aggregation of assets in Italy of a primary investment fund, in partnership with the sponsor LCF Alliance, through the vehicle company Italia T1 Roncolo, has been completed.
- Total capacity of the plants subject to closing equal to 4.8 MW
- Net collection of the second tranche for TerniEnergia of approximately Euro 2.7 million (net of the Escrow account, equal to Euro 1 million, and of the minority interests in the JV, equal to Euro 1.3 million)
- Total value of the transaction (Enterprise Value) of approximately Euro 15 million
- Part of the purchase price, equal to Euro 1 million, will be deposited into an Escrow account as a guarantee of Seller’s performance and indemnity obligations
- The transaction involves the assumption by the buyer of financial debts related to the plants for approximately Euro 10 million, of which approximately Euro 4 million related to the JV
- The transaction was carried out as part of the Recovery and Relaunch Plan of the TerniEnergia Group
TerniEnergia, smart company listed on MTA of Borsa Italiana and part of the Italeaf Group, following the press releases issued respectively,on 16 May 2019 and on 6 June 2019, to which reference is made, announces that a second tranche of 5 photovoltaic plants in Italy with a total installed capacity of 4.8 MW, of the total perimeter covered by preliminary contracts represented by 22 photovoltaic plants with a total installed capacity of 19.3 MW, was closed for sale (by TerniEnergia itself, also through subsidiaries). The plants involved in the transaction were sold to the vehicle company Italia T1 Roncolo, headed by Mareccio Energia, a platform for the aggregation of photovoltaic plants in Italy of a leading investment fund, in partnership with the sponsor LCF Alliance.
The total price for the sale of the plants is equal to approximately Euro 5 million (Equity value), while the net collection for TerniEnergia will be equal to approximately Euro 2.7 million (net of the Escrow account, equal to Euro 1 million, and the minority interests in the JV, indicated below, equal to Euro 1.3 million), which was paid in cash.
The acquisition contract was signed after the establishment of 2 Newco, EA NC SERRADEICONTI2 S.r.l., EA NC LEQUILE5E6 S.r.l. and into which the portfolio of assets comprising a total of 3 plants with a total capacity of approximately 2.9 MW owned by the company EnergiaAlternativa S.r.l. was conferred.
The purchase price of these plants is approximately Euro 2.4 million, corresponding to the equity value determined at the reference date of 30 June 2018 (total enterprise value of approximately Euro 8.7 million). Part of the purchase price, equal to Euro 1 million, will be maintained in an Escrow account as a guarantee of the Seller’s obligations and indemnity obligations, and then released upon fulfilment of certain conditions expressly established by the parties.
In addition, 2 plants with a total capacity of 1.9 MW conferred to the newco “SOLTARENTI NC PALMISANO PAPALE S.r.l., equal JV between TerniEnergia and Ferrero Elettra, were sold. The purchase price for 100% of the SPV is approximately Euro 2.6 million, corresponding to the equity value determined at the reference date of 30 June 2018 (Enterprise value of approximately Euro 6.6 million). The transaction also involves the assumption by the Purchasers of financial debts related to the plants for approximately € 10 million, of which € 4 million related to the plants held in the JV.
TerniEnergia was assisted by Grimaldi Studio Legale, as legal advisor, with a team coordinated by the Partner, lawyer Annalisa Pescatori, and by EnVent Capital Markets as financial advisor. Italia T1 Roncolo S.r.l. and LCF Alliance were assisted by the Energy Team of Rödl & Partner, with a team led by Partner Roberto Pera, as legal advisor.