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Volume XII, Number 340


December 05, 2022

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CFIUS Clearance: OMERS Infrastructure Management, FS Saguaro and First Solar

Status:  Clearance

Acquirer:  OMERS Infrastructure Management Inc. (Canada)

Acquired:  FS Saguaro, LLC, certain assets, and the Development Business of First Solar, Inc. (US)

Value:  US$261 million

Industry:  Energy

UPDATE:  “On March 31, 2021, [the parties] completed the transaction for an aggregate purchase price of $284.0 million, subject to certain customary post-closing adjustments. Such purchase price included $151.4 million for the sale of the U.S. project development business; $100.5 million for the sale of 299 MWDC of solar modules . . . ; and $32.1 million of advanced payments for 93 MWDC of solar modules not yet delivered . . . .” (First Solar, Inc., Form 10-Q, Apr. 30, 2021, SEC Filing.)  CFIUS Clearance was a condition to closing.  (See Section 6.1(c), Purchase and Sale Agreement, First Solar, Inc., Form 10-Q, Ex-10.1, Apr. 30, 2021, SEC Filing.)

Posted January 30, 2021

Status: Pending

On January 24, 2021, First Solar, Inc., a provider of comprehensive PV solar energy solutions, entered into an agreement with Leeward Renewable Energy Development, LLC, a U.S. based portfolio company of OMERS Infrastructure Management Inc., whereby Leeward Renewable Energy Development will acquire from First Solar certain assets and ongoing business operations.  (See First Solar, Inc., Form 8-K, Jan. 25, 2021, SEC Filing.)  Included in the acquisition are: all equity interests in First Solar’s subsidiary FS Saguaro, LLC, its “business of developing, contracting for the construction of, and selling utility-scale photovoltaic (“PV”) solar power generating facilities in the United States,” “approximately 10 gigawatts (“GW”)AC of solar projects, which includes the Rabbitbrush, Madison, Oak Trail, Horizon, and Ridgely projects that are expected to commence construction in the next two years, as well as the 30 megawatts (“MW”)AC Barilla Solar project, which is operational.” (Id.)  The transaction “is subject to satisfaction or waiver of certain conditions, including . . . clearance in respect of the Acquisition from the Committee on Foreign Investment in the United States . . . .” (Id.) The sale is expected “to be completed in the first half of 2021.” (First Solar, Inc., Form 10-K, Feb. 26, 2021, SEC Filing.)

© Copyright 2022 Squire Patton Boggs (US) LLPNational Law Review, Volume XI, Number 218

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