Consolidated Edison, Inc. announced that one of its subsidiaries has agreed to acquire a Sempra Energy subsidiary that owns 981 MW AC of operating renewable electric production projects, including its 379 MW AC share of projects that it owns jointly with Con Edison subsidiaries, and certain development rights for additional solar electric production and energy storage projects.
The purchase price for the acquisition is $1.54 billion (subject to closing adjustments, including working capital). The projects have $576 million of existing project debt. The acquisition is expected to be completed near the end of 2018.
“Renewable energy is the fastest growing source of the country’s supply of electricity, and the acquisition will accelerate our position as a market leader,” said John McAvoy, Chairman, and CEO of Con Edison. “We have grown a meaningful large-scale solar business and will add value to new capital opportunities as they arise. With the completion of this acquisition, we expect to be the second largest owner of solar electric production projects in North America.”
The acquisition will increase Con Edison’s utility-scale, renewable energy production portfolio to approximately 2,600 MW AC, of which 85% is solar and 15% is wind. The energy produced will avoid approximately 5.4 million metric tons of carbon dioxide emissions annually. That result is the equivalent of taking 1.2 million vehicles off the roads.
“These projects are located in states in which we currently own and operate projects, and in some cases are adjacent to our existing projects, creating opportunities for value-enhancing synergies,” stated Mark Noyes, President and Chief Executive Officer of Con Edison Clean Energy Businesses, Inc., which owns Con Edison’s renewable energy production projects.
The projects are located in Nevada, Arizona, California, and Nebraska, and consist of projects jointly-owned by Con Edison subsidiaries and Sempra subsidiaries and projects wholly-owned by Sempra subsidiaries. All of the existing projects sell electricity under long-term agreements with investment-grade utilities or municipalities.
The sale is subject to customary closing conditions and consents, including approvals by the Federal Energy Regulatory Commission and the U.S. Department of Energy, and the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Con Edison expects to finance the purchase price for the acquisition with a combination of $715 million of equity and $825 million of long-term, non-recourse debt.
Assuming that the acquisition closes in 2018, Con Edison estimates that the effect of the acquisition on GAAP earnings will be: accretive in 2018 (approximately $0.50 per share), due primarily to purchase accounting adjustments; dilutive in 2019 (approximately $0.25 per share) and 2020 (approximately $0.15 per share), due primarily to accounting for existing third-party tax equity investments in certain of the projects being acquired; and accretive thereafter.
For the year of 2018, Con Edison reaffirms its previous forecast of adjusted earnings per share of $4.15 to $4.35 per share. Adjusted earnings per share exclude purchase accounting adjustments for the acquisition.
Citi served as lead financial advisor to Con Edison and has also provided committed bridge financing to support the acquisition. CCA Group, LLC also acted as a financial advisor. Troutman Sanders LLP served as Con Edison’s legal advisor.