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Energy & Sustainability M&A Activity – October 2018

Recent M&A Activity

  • August 28, 2018: Total Energy Concepts was acquired by SmartCool Systems for an undisclosed amount. The acquirer paid $150,000 in cash payable over 12 months from the closing date, $850,000 payable in common shares priced at the closing market price on the date before the transaction closes and 5,000,000 non-transferable share purchase warrants. This acquisition marks a significant expansion of the acquirer’s suite of energy efficiency products and the launch of its new strategic energy efficiency solutions offerings in Europe, the Middle East, North America, and the Caribbean.

  •  August 31, 2018: Protonex reached a definitive agreement to sell its Power Manager Business to Revision Military for $16 million. Terms of the transaction include upfront consideration of $4.75 million to the seller, payable in cash and note subject to a customary working capital adjustment, and up to a further $11.25 million, based on achievement of specific sales objectives during a 12-month earn-out period. This divestiture is consistent with the seller’s strategy of continuous portfolio optimization.

  •  August 31, 2018: Whistler Energy II was acquired by Talos Energy for $100 million.

  •  September 1, 2018: LumaSense Technologies was acquired by Advanced Energy Industries for $85 million. The acquisition adds a line of photonic-based measurement and monitoring solutions that are synergistic with the company’s leading precision power control technologies in both semiconductor and industrial markets.

  •  September 4, 2018: Spectacular Solar Holdings acquired Seeker Tec International through a reverse merger, resulting in the combined entity trading on the PINX Stock Exchange under the ticker symbol SNTL.

  •  September 5, 2018: Vista Solar was acquired by Centrica for an undisclosed amount. The acquisition will help the acquirer expand on the West Coast.

  •  September 10, 2018: Trophy Resources reached a definitive agreement to be acquired by Jiangsu Donghua Textile on an undisclosed date.

  •  September 12, 2018: Mellow Extracts was acquired by Captor Capital for $750,000. The company was acquired for 3,750,000 common shares of the acquirer at a deemed issue price of $0.20 per common share. The acquisition helps Captor Capital expand its lab facility in Costa Mesa, California.

  •  September 13, 2018: Red Rock Utilities, a subsidiary of Diamond Ventures, reached a definitive agreement to be acquired by Global Water Resources for an undisclosed amount. For the acquirer, these utilities represent an expansion of its service area in Pinal County and a new entry into Pima County near Tucson, Arizona.

  •  September 14, 2018: United Pacific Energy reached a definitive agreement to be acquired by Superior Plus for an undisclosed amount. The acquisition will help the acquirer to expand its wholesale propane marketing presence in the United States.

  •  September 17, 2018: Falls Water Company was acquired by Northwest Natural Gas for an undisclosed amount. The acquisition marks the acquirer’s entrance into the regulated water utility sector.

  •  September 17, 2018: Deep Gulf Energy was acquired by Kosmos Energy for $1.225 billion. With this acquisition, the acquirer continues to grow into a larger, more balanced exploration and production company, with increasingly diversified production, a pipeline of world-class development projects, and a portfolio of short- and longer-cycle exploration opportunities. Payment is being made through $925 million in cash, funded through loans, plus $300 million worth of Kosmos shares being issued to the company’s shareholders.

  •  September 17, 2018: Associated Fuel Injection was acquired by Seidel Diesel Group for an undisclosed amount. The acquisition enables the acquirer to serve customers in the Northern California region.

  •  September 18, 2018: Palm Beach Resource Recovery was acquired by Covanta for $45 million.

  •  September 18, 2018: Porco Energy reached a definitive agreement to sell its Propane Distribution business to Superior Plus for an undisclosed amount. The acquisition is anticipated to close during the third quarter of 2018, subject to the satisfaction of certain customary closing conditions, and will be funded by drawing on the acquirer’s existing credit facility.

  •  September 18, 2018: Delaware Sewer Company reached a definitive agreement to be acquired by Pennsylvania American Water, a subsidiary of American Water, from Consolidated Pocono Utilities, Inc. for $61,700. The proposed acquisition is the result of the Pennsylvania Public Utility Commission initiating an investigation to determine whether a capable utility should acquire the company.

  •  September 20, 2018: Merlon International has entered into a definitive agreement to be acquired by SOCO International for $215 million. The consideration will be satisfied through the payment of approximately $136 million in cash and the issue of 66 million new SOCO shares, representing 19.75% of SOCO’s current issued share capital. SOCO will also arrange for the repayment of Merlon’s net debt. The acquisition of Merlon will complement and diversify SOCO’s existing Vietnam-focused portfolio and add a material hub of operated onshore oil production in the prolific Western Desert in Egypt; increase SOCO’s through-cycle financial resilience through Merlon’s low cost resource base; provide tangible production growth, re-setting SOCO’s growth trajectory; and enhance SOCO’s organizational capabilities through the addition of Merlon’s team as well improve exploration optionality and upside potential within SOCO’s portfolio. The proposed transaction is subject to shareholder and regulatory approvals and is expected to complete in first quarter of 2019.

*Source: Pitchbook

 

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Authors

Thomas R. Burton, III

Member / Chair, Energy & Sustainability Practice

Tom Burton has helped to shape the clean energy industry by drawing on his passion for innovation. As a Mintz attorney, Tom counsels investors, entrepreneurs, and Fortune 100 companies. He also guides start-up organizations and accelerators to foster the next generation of energy leaders.

Sahir Surmeli

Member / Co-chair, Energy & Sustainability Practice

Sahir Surmeli is a Mintz business counselor who advises companies, boards, entrepreneurs, investment banks, and venture and private equity investors as they grow. He handles public offerings, 144A and private financings, acquisitions, joint ventures, and strategic partnerships.