Changing Hands

Sector experiences a wave of M&A activity

With about 120 GW of renewable energy and 50 GW of hydropower installations, India is still far from achieving its target of 500 GW of fossil fuel-free power by 2030. At this rate, the country would require at least 30-35 GW of new capacity additions each year for it to even come close to its ambitious goals. While this is, no doubt, a challenging scenario, it is also a huge opportunity. Recog­nising this, developers and investors are making significant investments in the In­dian renewable energy space, with the aim of meeting the government’s goals and expanding their own portfolios. Ener­gy security concerns, exacerbated by the Russia-Ukraine war, the geopolitics surrounding fossil fuels pricing as well as the looming climate crisis, have further driven interest in green investments in India.

In fact, India has remained amongst the top ten markets for renewable energy in­vest­ments globally, according to the last three editions of EY’s “Renewable Energy Country Attractiveness Index” released in May 2021, October 2021 and May 2022. Foreign capital inflow, which got a major boost due to the transparent competitive bidding framework and bankable power purchase agreements, continues to help finance India’s renewable growth. With mul­ti-GW capacity deployment plans, do­mestic players are also increasingly looking overseas to raise money through equity and debt deals and bond issuances. Mean­while, domestic lenders and inves­tors, emboldened by enabling policies and their own green strategies, are also now actively looking for a share in the re­newable energy pie through large investments. Renewable energy investments have grown extensively, with an increase of 125 per cent in 2021-22 compared to 2020-21, according to a recent study by the Institute for Energy Economics and Fin­ancial Analysis (IEEFA). Notably, rene­w­able energy investments have outdone pre-Covid levels and were 72 per cent higher in 2021-22 compared to 2019-20.

Interestingly, mergers and acquisitions (M&A) continue to dominate India’s rene­wable energy financing, as is the case in many other large markets worldwide. In 2021-22, acquisitions contributed to more than 40 per cent of the total major renewable energy investments in the country, as per the IEEFA study. Adani Green Energy Limited’s acquisition of SB Energy in Oc­tober 2021 was the largest deal of the year, with the sale of $3.5 billion worth of assets comprising 1,700 MW of operational renewable assets, 2,554 MW of assets un­der construction and 700 MW of assets nearing construction. Another important deal was the $771 million acquisition of REC Solar Holdings by Reliance New En­ergy Solar, a new entrant in the renewables space. The M&A surge looks likely to continue in 2022-23 as well, with a few big acquisitions already announced and at advanced stages of completion. Some of the big-ticket deals include Shell’s acquisition of Sprng Energy, JSW’s planned purchase of Mytrah, and Waaree’s approved buyout of Indosolar. This article takes a deep dive into some of these acquisitions and assesses the growing renewable en­ergy M&A landscape.

Favourable conditions for acquisitions

The Indian renewable energy sector continues to be very dynamic, with frequent po­licy and regulatory changes, a highly com­petitive industry, and some degree of price sensitivity. The past few months ha­ve witnessed the introduction of the Green Energy Open Access Rules and a policy for green hydrogen, the launch of the na­tio­nal rooftop solar portal and the revamp­ed distribution sector scheme, and the announcement of trajectories for offshore wind, energy storage and renewable purchase obligations. Further, successful and competitive auctions have been conducted for solar, wind and hybrids, alongside the first large-scale one for storage.

Meanwhile, concerns have been voiced regarding the inability of discoms to pay their dues on time, policy flip-flops, delays in approvals, issues with contract sanctity and constrained supply chains in the solar segment on account of the basic customs duty and the Approved List of Models and Manufacturers. In addition, transmission un­­­­availability and land acquisition continue to be some inherent challenges. Profit margins continue to shrink as larger players fo­cus on expanding capacities by winning pro­jects in competitive bidding and disco­ms expect low tariffs for renewable power.

Thus, many players (even some larger ones) are unable to sustain themselves in this highly competitive renewable energy market and opt to sell their assets to the highest bidder. For others, selling co­m­ple­ted assets at a premium and thereby raising money for developing new projects is the business model that they operate on. Owing to the demand for renewables, their assets fetch good value in the market, making these deals a profitable option for many players looking to exit the race.

Meanwhile, deep-pocketed buyers with strong backing from large investors are ex­ploring large capacity additions to ex­pand their portfolios. These large develo­pers have bigger risk appetites compared to the smaller players and thus, can sustain themselves in this flux. For many such developers, implementing new projects from scratch is much more challenging th­an simply buying a completely operational or even partly implemented project that is free from regulatory uncertainties and has the relevant approvals, thereby building a very strong case for acquisitions. Further, the recent thrust on manufacturing of so­lar cells and modules has led to some ac­quisition activity in this spa­ce as well, with bigger and more profitable domestic ma­nu­facturers focusing on increasing capa­cities by buying the facilities of their un­pro­fitable peers.

Recent big-ticket deals

Acquisitions have shown a growing trend in the renewable energy sector since the beginning of this year. In January 2022, ReNew Power sold 138 MWp of its distributed rooftop solar portfolio to Fourth Part­ner Energy for Rs 6.72 billion, with the in­tent of focusing more on utility-scale pro­jects. The company later went on to sign definitive agreements to acquire an operating wind and solar portfolio of 527.9 MW, comprising 471.65 MW of wind and 56.25 MW of solar assets spread across eight states. The total enterprise value of these agreements (signed in June 2022) is around Rs 30 billion.

On the solar manufacturing side, in May 2022, Waaree Energies received approval from the National Company Law Tribunal to acquire domestic solar manufacturer Indosolar Limited. This acquisition will he­lp Waaree expand its solar cell manufacturing capacity from the currently planned 4 GW to 5.4 GW, thereby supporting the company’s growth strategy. Indosolar had suffered heavy losses and its lenders had initiated insolvency proceedings against the company in October 2018. The deal approval comes around the same time as Waaree receiving approval from market regulator Securities and Exchange Board of India to launch its initial public offering with an issue size of Rs 15 billion.

The landmark deal of the year, however, was Shell’s 100 per cent acquisition of Solenergi Power Private Limited and the Sprng Energy group of companies from Actis Solenergi Limited in August 2022. The acquisition of the Sprng Energy Gro­up by Shell Overseas Investment B.V., a wholly owned subsidiary of Shell plc (Shell), is estimated to be worth around $1.55 billion. In April 2022, when the ac­qui­sition plans were announced, the portfolio under consideration consisted of 2.3 GW of assets (both operating and contracted), with a further 7.5 GWp of renewable energy projects in the pipeline. This deal shows continued foreign investor interest and confidence in Indian renewable energy assets. The transaction will help Shell triple its present renewable en­ergy capacity. Mean­while, Sprng is an Actis Energy 4 fund in­vestment, and the proceeds from the sale will help Actis invest in other renewable energy projects globally.

In another big acquisition, announced in August 2022, the JSW Group signed an agreement to acquire Mytrah Energy India in a deal estimated to be worth Rs 105 billion. The successful completion of this tra­n­saction will entail JSW getting Mytrah’s portfolio of 1.75 GW of renewable energy assets comprising 1,331 MW of wind and 422 MW (487 MWp DC) of solar power spread primarily in the southern, western and central parts of India. Mytrah had reportedly been on the look-out for buyers for its assets for a long time. This deal will augment JSW’s current operational capa­city by over 35 per cent (from 4,784 MW to 6,537 MW) and take its total portfolio of operational and under-construction asse­ts to 9.1 GW. It will also significantly incre­a­se the share of renewable energy in JSW’s current power mix.

Leading industry player Torrent Power acquired a series of projects this year, en­abling it to focus on expanding its renewable energy portfolio. In February 2022, it entered into a share purchase agreement with Blue Diamond Properties and Bal­ram­pur Chini Mills to acquire 100 per cent of the equity share capital of Visual Per­cept Solar Projects (a Gujarat-based special pur­pose vehicle) at an estimated purcha­se price of Rs 1.63 billion. In the following month, Torrent Power completed the ac­qui­sition of a 50 MW solar project in Maha­rashtra owned by UK-based developer Lightsource BP at an enterprise value of about Rs 3 billion. Further, in June 2022, it completed the acquisition of another 50 MW solar plant located in Telangana. The plant was purchased from Canadian deve­loper SkyPower for Rs 4.16 billion. Apart fr­om these solar projects, in July 2022, Torr­ent Power also acquired a 50 MW wind power project in Gujarat from Inox Green Energy Services for Rs 325.1 million.

In another development, Virescent Rene­wable Energy Trust (VRET) signed a share purchase agreement with Godawari Gre­en Energy Limited in February 2022 for the purchase of a 50 MW solar thermal po­­wer facility owned by the latter in Rajas­than. The overall transaction value was close to Rs 6.65 billion. More recently, in September 2022, VRET announced its pla­ns to purchase approximately 100 MW of solar projects from the Jakson Group. This includes three operational solar projects in Uttar Pradesh and Rajasthan, of which one project of 12.4 MW in Uttar Pra­desh has since been acquired by VRET. This acquisition will help the company expand its operational solar capacity to 600 MW and achieve its goal of a 1.5 GW portfolio of assets over the next two to th­ree years. Similarly, in August 2022, O2 Power an­nounced the acquisition of 55 MW of solar projects from Emmvee Pho­to­voltaic Pow­er. The deal includes two so­lar power projects in Karnataka and Telan­gana that partially supply power to the state discoms, with the remaining being used to provide captive power to Dr Reddy’s Laboratories.

Remarkably, all these deals have taken place in just the first nine months of 2022, and more such buyouts can be expected before the year runs out.

Outlook

As the Indian renewable energy market continues to grow, so do the M&A transaction volumes. There will always be sellers wanting to exit the sector and cash in on their assets, as well as asset-hungry buyers focused on carving out a piece of the renewable energy pie. The fact that these renewable energy assets continue to fetch good market value and are in high de­ma­nd keeps competition alive in the sector.

However, in times of consolidation, there is always the concern that too much power rests in the hands of too few players. In the case of renewable energy, this concern may be unwarranted (for now) as new players with strong financial backing are constantly entering the market, making for worthy competitors. A number of startups backed by marquee foreign investors are foraying into India’s attractive renewable energy landscape. Mean­while, large conventional power players, both domestic and global, are focusing on greening their energy portfolios. In this highly competitive backdrop, even established renewable en­er­gy IPPs are needing to continuously in­novate and redefine strategies to maintain their lead. As such, chances of monopolisation in the industry remain low.

The M&A wave is likely to continue in the dynamic Indian renewable energy sector ov­er the next few years at least, till policy, regulatory and cost uncertainties persist. De­al activity will be determined by the frequency and results of upcoming large au­ctions for not only solar and wind, but al­so for storage, hybrids and round-the-clock po­wer. Security of equipment supply cha­ins and access to financing are other factors that will define the deal growth trajectory.

Going forward, with massive expansion expected in emerging areas such as gre­en hydrogen and offshore wind, some de­gree of M&A activity can be expected in these areas later, as players diversify to stay ahead in the game.

By Khushboo Goyal

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