Legal & Financial Solutions
“Yesterday, Today, Tomorrow” Point of View to M&As Profinstance Advisory & Training Incorporation

“I have never cared what something costs; I care what it’s worth,” says Ari Emanuel, co-CEO of William Morris Endeavor.
M&A, which is one of the great aspects of the corporate finance world, is driven from creating more value as two separate companies together, compared to being on an individual stand. So to begin with, a successful acquirer should check the target firm’s profitability, growth rate, along with many other factors.
According to J&P Morgan’s 2020 Global M&A Outlook, while 2018 was the year of megadeals, due to challenging regulatory environment and geopolitical uncertainty, the global M&A market slowed in 2019. Despite declines in announced M&A activity, strategic dialogue remained strong as companies continued to use M&A to strengthen their businesses.
Unfortunately, with an unprecendented period of 2020 and COVID19 pandemic, all the past data and M&A avtivity has been put to a stand. Inthese days, after the first shocks and affect, M&A market will be making a new pathway forward.

As for the Turkey M&A market, according to Deloitte’s Annual Turkish M&A Review 2019, it is believed to be the poorest year since 2009. Total M&A deal volume in 2019 was around US$5.3 billion through 233 transactions, indicating a year-over-year decline of 56% and 9% in terms of deal volume and deal number, respectively. 2019 was characterized by a lack of big-ticket transactions and the lowest average deal size in the last decade. Despite delivering one of the weakest volumes historically, the total deal number was lifted to the past ten-year average by numerous early-stage M&As backed by venture capital firms and angel investors, making up 30% of the total annual deal number. Similarly as outlined above COVID19 pandemic will have further affects in the Turkish M&A market and related financings.
Although the M&A market is on the downtrend, renewable energy is still at the top of mind for a variety of stakeholders, including strategic investors, financial sponsors, corporations, and governments. And M&A activity in renewables has been growing due to the demand for renewable energy. The global areas of M&A activity such as the acquisition of start-up companies developing emerging technologies for use in, or in connection with, renewable energy projects, acquisitions involving regional consolidation of energy services, and acquisitions of renewable energy services providers are increasingly attractive. As new technologies become more cost-effective and consumers continue to expect and demand more in the way of sustainability initiatives, strategic and financial buyers alike are still finding renewable energy projects and services to be attractive investments. Renewable energy projects remain also an important area for the Turkish Market.
While speaking of M&A trends, analyzing success and process, we should also consider that the sectoral develeopment, energy market state and funding sources create a difference between regions. As an example, while M&A activity in renewables is being driven by traditional energy businesses scrambling to acquire new capabilities and institutional investors looking for stable and predictable returns, in Turkey existing local players in the energy market drive M&A activity through value-driven purchases.
According to EY Power Transactions and Trends Q1 2019 report, clean energy deals continue to dominate the M&A universe, making up 56% of deal volume and 61% of deal value in Q1 2019.

Looking at the recent valuations and deals where Profistance Advisory is in discussions we can fairly say that the Turkish market has been reaching valuations around 12 EV/EBITDA for the renewables assets, that is further a question one being over-priced.
The Renewable M&A valuations, in general, are affected by, electricity price – regulated or market, the risk premium for the discount rate and all the detail drivers for EBITDA accumulation. After the COVID19 we have seen 2 general lines in the Turkish market, one being the increase in risk premiums and the COVID19 effect to discount rates, secondly due to the global stop in all different sectors, the renewable energy with a stable YEKDEM price, caused investors to receive a well-generated cash flow. The changes in valuations have been transferred to the M&A discussions in the market, with sellers asking for a Premium on their sales prices before the COVI19 pandemic. The main risk issue is still seen as the price risk, with YEKDEM scheme under re-consideration in terms of methodology, currency and applicability along with the transformational changes in market energy prices to be modelled after COVID19
As before COVID19 the expectations and prospects and valuations have been positive, the COVID19 affected the deal volume and financial closes but not the long-term prospect of the market. Before COVID19 and its devastating effects, the M&A market was believed to continue its strength and competitive manner. Along with financial markets struggling due to COVID19 originating uncertainty and increased risk; re-evaluations, cancellations, postponements are rapidly increasing. Although we don’t know how much more time COVID19 will affect the sectors, and probably analyze and due diligence process will change, we believe that with renegotiations and goodwill, M&A deals can still be on track.
Increasing investment trend for Renewable Energy before COVID19 is to be believed to continue according to industry players. While banks are sounding negative, with little delay investors and advisors say they are positive to the sector just as before COVID19. Well-capitalized developers seem to access the funds they need as easily as before, reflecting strong demand for renewables assets. Last but not least, we also believe that the global increase in liquidity will create a room for opportunistic M&As with renewables having a positive outlook. In this prospect, it is important for investors to tap these opportunities, with suitable advisory companies, that are not only expert in renewables, energy market, technical due diligence, but also in financial arrangements, financing/funding of M&As and financial modelling for Renewable Assets both with conventional rule based models and machnine learning capabilities.
Footnotes:
1. https://www.jpmorgan.com/jpmpdf/1320748081210.pdf
2. https://www2.deloitte.com/tr/en/pages/mergers-and-acquisitions/articles/annual-turkish-ma-2019.html
3. https://www.ey.com/en_gl/power-utilities/how-demand-for-renewables-drives-m-a-activity
Authors

Özlem KILDIR
CEO
Profinstance
ozlem.kildir@profinstance.com

Sinem SIN OKUR
Project Finance Manager
Profinstance
sinem.sinokur@profinstance.com
Legal & Financial Solutions
EIB and Haizea sign €35 million green loan boosting European wind energy sector component manufacturing

The European Investment Bank (EIB) and Haizea Wind Group, a Spanish company specialising in the manufacture of components for the wind energy sector, have signed a €35 million green loan.
The loan will enable Haizea to implement advanced manufacturing technologies, automate and digitalise processes and move forward with research and development applied to the manufacture and assembly of large metal structures for wind turbines such as wind towers, monopile foundations and offshore wind park transition pieces.
The project reinforces the EIB’s role as the EU Climate Bank, backs the development of a major renewable energy technology and the international competitiveness of Europe’s offshore wind industry, and strengthens the European supply chain for renewable energy.
“Loans like the one we are signing with Haizea today reflect the EIB’s commitment to innovation and the development of renewable energy technologies enabling us to move forward with the energy transition and strengthening the competitiveness of our companies,” said EIB Director of Operations for Spain and Portugal Gilles Badot. “A robust renewable technology manufacturing sector is vital to guaranteeing the European Union’s energy security and autonomy.”
This loan is part of the EIB’s innovation support and falls under its cross-cutting climate action and environmental sustainability priority. Given Haizea’s role as an equipment and structures provider to the energy sector, the operation also contributes to the REPowerEU plan’s goal of increasing energy security and reducing EU dependence on fossil fuel imports. This loan is backed by the InvestEU programme to mobilise public and private sector funds in support of EU policy goals.
Haizea Wind Group Finance Director Alvaro Quintana added: “The signing of this loan with the EIB is part of Haizea Wind Group’s goal of helping its clients work towards a more sustainable economy by supplying large metal pieces like towers, transition pieces and large-diameter monopiles – currently key parts of the offshore wind power supply chain to achieve the green transition. The trust the EIB has shown by signing with us this green loan will enable us to implement advanced manufacturing technologies and move forward with research and development applied to the manufacture and assembly of large metal structures for wind turbines.”
The EIB and energy security
In 2023, the EIB Group provided more than €21 billion in financing for energy security in Europe. In the same year, it allocated €4.5 billion to this goal in Spain, financing projects in areas including renewable energy, energy efficiency, power grids and storage systems. These investments are helping Europe speed up its transition to sustainable energy and reduce its reliance on fossil fuel imports.
In July 2023, the EIB Board of Directors raised the amount earmarked for REPowerEU projects to €45 billion. REPowerEU is the plan designed to end Europe’s dependence on fossil fuel imports. To boost financing for the EU manufacturing industry, the EIB will also expand the range of eligible sectors to include leading strategic technologies with net-zero carbon emissions, as well as extraction, processing and recycling of critical raw materials. The additional financing will be disbursed between now and 2027. In total, it is expected to mobilise more than €150 billion in investment in the target sectors.
Legal & Financial Solutions
Berkeley Energy to fund €130m for sub-Saharan Africa renewables

For Berkeley Energy’s latest Africa renewable energy fund, seven development finance institutions have committed €130m at sum.
According to Berkeley Energy, Africa Renewable Energy Fund II (AREF II) fund’s investor base includes CDP, CDC, FMO, Proparco, Swedfund, Sustainable Energy Fund for Africa and the Clean Technology Fund, part of the Climate Investment Funds.
AREF II has an ultimate target fund size of €300m. It will primarily target run-of-river hydro, wind and solar projects.
In addition, battery storage opportunities, across sub-Saharan Africa, excluding South Africa are considerable
Luka Buljan, managing director of Berkeley Energy, said: “The successful first close of AREF II sends a clear sign of confidence that our hands-on, asset-first, technically orientated approach resonates with our investors and makes a material difference for the communities in which we operate.
“Our track record of delivering projects and strong investment returns means we are well placed to serve Sub Saharan Africa’s growing demand for clean, affordable and reliable energy.”
AREF II follows the full deployment of the predecessor Africa Renewable Energy Fund, which invested in hydro, geothermal and solar projects in Sub Saharan Africa.
Legal & Financial Solutions
Finance for Renewables in Developing Countries Is on the Rise

Global finance to developing countries in support of clean and renewable energy reached USD 21.3 billion in 2017. This almost doubles the level from 2010 when international financial flows were at USD 10 billion, according to latest figures of a new indicator under the Sustainable Development Goal 7 (SDG).
The new indicator, jointly monitored by the International Renewable Energy Agency (IRENA) and the Organisation for Economic Co-operation and Development (OECD), tracks global capital flows to developing countries in pursuit of affordable, reliable, sustainable, and modern energy for all.
By tracing international financial flows to developing countries, the new SDG7 indicator aims to enhance international co-operation and promote investment in energy infrastructure and clean energy technology by 2030. Despite recent fluctuations, the long-term trend for investment keeps increasing and could reach more than USD 20 billion annually in the years to come.
Between 2000 and 2017, total investment to developing countries for clean and renewable energy reached a cumulative sum of USD 138.9 billion. The total flows continued to grow since 2010, from USD 10.0 billion to USD 21.4 billion in 2017. Depending on the timing of large-scale investments in hydropower, these flows can vary considerably from year to year. However, the broad trend shows a fifteen-fold increase over the period of 2000 – 2017, reflecting an increased focus of development aid on clean and renewable energy.
While hydropower has historically received the lion’s share, investments in wind, geothermal and, especially, solar energy have grown significantly in the last few years.
Investments in hydropower accounted for about 60% of international investment flows in renewables in the first decade. Flows to other technologies were generally small, with most projects focusing on providing technical assistance or supporting small-scale infrastructure developments.
Since 2009, the share of hydropower has fallen to 45%, while wind, geothermal and, especially, solar energy has gained ground. The scale of projects has also increased over the period, from an average of USD 10 million per project in 2000-2009 to USD 19 million in the last four years (2014-17).
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