Pages From Lincoln International Presentation From Spi (2)

  • June 2020
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Solar Merger & Acquisition Activity

Transaction Activity in the Solar Industry Solar transactions by year

Solar transactions by quarter 35

100 90 80 70 60 50 40 30 20 10 0

30 25 20 15 10 5 0

2005

2006

2007

2008

YTD Q3 2009

Q3-07 Q4-07 Q1-08 Q2-08 Q3-08 Q4-08 Q1-09 Q2-09 Q3-09

• 32 completed solar energy transactions in Q3 2009 representing a 100% increase from the 16 recorded in Q3 2008 • YTD 2009 transaction volume is 8.0x the volume within the solar industry exhibited in 2005 • 2009 is on track to be another record year from a transaction perspective • Drivers include companies diversifying into solar, strategic combinations due to capital constraints, and consolidation within fragmented sectors (i.e. installation)

8

Transaction Activity by Sector Over the last year EPC Integrators / Developers have been the most active category for solar transactions Transaction volume by target company category

14 12 10 8 6 4 2 0 Q4-08

Q1-09

Equipment for Solar Industry Cells/Modules EPC Integrators / Developers

Q2-09

Q3-09

Producers of Solar Energy Vertically Integrated Companies Wafers/Ingots

• Consolidation and the limited availability of project financing is driving continued EPC Integrators / Developers transaction volume • There is also significant growth in transactions of Producers of Solar Energy (already in place MW)

9

Types of Solar Transactions Consolidation and Vertical Integration continue to be driving forces of transaction volume Transaction volume by quarter and type of transaction 16 14 12 10 8 6 4 2 0 Q4-08 Q1-09 Consolidation Diversification into Solar Energy

Q2-09 Q3-09 Vertical Integration Private Equity/Investors

• Vertical integration and Consolidation combined for 22 transactions representing nearly 69% of total transaction volume in Q3 2009 • Entry into solar has increased over the last year both through private equity investment and diversification

10

Geographies of Solar Transactions Transaction volume in the United States and Europe continues to grow Solar transactions by quarter

Solar transactions by year 35 30

20

25

15

20 15

10

10

5

5

0

0

Q4-2008 U.S./Canada

Q1-2009 Europe

Q2-2009 Asia

2008

Q3-2009

Cross-Border

U.S./Canada

Europe

Asia

Cross-Border

• The European market still exhibits its maturity and leadership in the solar industry remaining the leader in transaction activity with 53% of the transaction volume for Q3 2009 and 47% for 2008 • U.S./Canada transaction volume has nearly tripled since Q1 2008 • The stimulus legislation is driving additional transaction growth with more opportunities being created in the solar industry

11

Solar Company Valuations Multiples have declined through Q1 2009 and are now showing an increase in Q2 and Q3 2009… Enterprise value / EBITDA

Multiple of EBITDA

Enterprise Value*/ EBITDA 30.0x 20.0x 10.0x 0.0x Q3-08

Q4-08

Wafers/Ingots Vertically Integrated

Q1-09

Q2-09

Q3-09

Cells/Modules EPC Integrators/Developers

Valuations on the rise Note: Enterprise Value is calculated as Market Cap on September 30, 2009 plus debt, preferred equity and minority interest less cash

12

Future Expectations

The Future is Bright for Solar 

Look for market growth beyond 2009 into 2010

The U.S. Solar market growth will outpace more mature foreign markets

Solar OEMs moving toward outsourcing module assembly

Project financing is essential for success

Strategic alternatives are key to making existing companies successful for the future

 

Revenue for companies in the worldwide solar industry is expected to be down or essentially flat for 2009, however solar projects have been growing Share gains will come to differentiated players with strong balance sheets Companies need to broaden markets, expand geographies, and execute mature business plans to emerge stronger when industry growth resumes

 

Stimulus benefits are providing incentives that will drive industry growth Potential growth acceleration with RPS initiatives or the establishment of feed-in-tariffs



Module assembly and manufacturing is not a core competency of most solar companies and is more efficiently provided through outsourcing arrangements Divestiture of internal module assembly and manufacturing capacity provides the greatest immediate benefit to a solar company (e.g. greatest value achieved through sale “process”)



  

The PPA party is critical for project financing Access to tax equity and tax equity partners is critical to project financing Interest from international strategic partners in U.S. projects provides an alternative to traditional project financing sources

  

Solar companies will need to focus on their core competencies Current capital constraints will force companies to pursue focused strategies Alternatives made available through mergers, acquisitions, or divestitures will be necessary to help companies capitalize on future market growth and sustain leadership positions

14

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