MEMC Electronic Materials has entered into an agreement to acquire SunEdison for $200 million.

MEMC Electronic Materials will pay the consideration as to 70% in cash and 30% in stock. The agreement also includes an earn-out provision of an additional $89 million to be paid in cash and stock based on SunEdison achieving certain performance targets in 2010.

In addition, the agreement calls for employee retention payments of $17 million in cash at closing, and up to $34 million in stock which is subject to SunEdison meeting certain performance criteria and time vesting, the payment of certain transaction expenses and the assumption of net debt.

Earlier, SunEdison raised venture funding from Greylock Partners, HSH Nordbank AG, Applied Ventures, LLC, Black River Commodity Clean Energy Investment Fund, MissionPoint Capital Partners and Allco Renewable Energy Group Limited, LLC.

Morgan Stanley is advising SunEdison on the transaction, which is expected to close by the end of 2009.

Deal Value (US$ Million) 200
Deal Type                Acquisition
Sub-Category             Majority Acquisition
Deal Status              Completed: 2009-11-23

Deal Participants

Target (Company)   SunEdison LLC
Acquirer (Company) MEMC Electronic Materials, Inc.
Vendor 1 (Company) Undisclosed Investors
Vendor 2 (Company) HSH Nordbank AG

Deal Rationale

The acquisition will provide a third engine of growth for MEMC Electronic Materials. The transaction will enable SunEdison to drive revenue growth for its wafer business while producing a recurring revenue stream from solar-generated electricity.

Announcement (October 22, 2009):

A consortium of investors has entered into an agreement to sell SunEdison to MEMC Electronic Materials. The transaction is valued at $200 million.

MEMC Electronic Materials will pay the consideration as to 70% in cash and 30% in stock. The agreement also includes an earn-out provision of an additional $89 million to be paid in cash and stock based on SunEdison achieving certain performance targets in 2010.

Morgan Stanley is advising SunEdison on the transaction, which is expected to close by the end of 2009.

Deal Type    Private Equity
Sub-Category Exit
Deal Status  Completed: 2009-11-23

Deal Participants

Target (Company)   SunEdison LLC
Acquirer (Company) MEMC Electronic Materials, Inc.
Vendor (Company)   HSH Nordbank AG

Deal Rationale

The transaction will provide a third engine of growth for MEMC Electronic Materials. The transaction will enable SunEdison to drive revenue growth for its wafer business while producing a recurring revenue stream from solar-generated electricity.

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SmarTrend analyzes over 5,000 securities simultaneously throughout the trading day and provides its subscribers with trend change alerts in real time. To get a free trial of our trading calls and maximize your trading results, please visit http://www.TradeTheTrend.com.

Get exclusive, actionable insight into how the market is expected to trend prior to market open with our free morning newsletter. Sign up at: http://www.TradeTheTrend.com/signup.html