TerraForm Seeks Port in Storm
The end just might be nigh for TerraForm Power (NASDAQ: TERP) – the end, that is, of its nearly yearlong attempt to free itself from the bankrupt and hopeless husk of sponsor SunEdison. But it remains to be seen whether it’s found a loving step-parent or even just a vulture willing to feast on it.
On Jan. 23, the orphaned renewable energy yieldco said it has entered into exclusive talks with Brookfield Asset Management about a potential business combination in the context of its search for strategic alternatives. The exclusivity period is to expire on Feb 21.
TerraForm also announced a separation agreement with SunEdison that would entitle the latter to 36.9% of proceeds from the sale of the company in return for its 34.5% economic stake in TerraForm. That means the common class A shareholders would receive 96.4% of the final per-share sale price.
That is, of course, if there is a sale. Brookfield, the huge Canadian asset manager, has already made one preemptive, short-term offer to buy TERP for around $13 per share, subject to due diligence. After that nibble went unanswered, Brookfield came back on Jan. 9 with a reduced bid of $11.50, rising to $12.50 if it were able to buy all of TERP along with all of its sister international yieldco TerraForm Global (NASDAQ: GLBL).
In concert with David Tepper’s Appaloosa hedge fund, Brookfield already controls 34% of TERP’s class A common stock. As if to further muddy the water, it revealed that just before entering the exclusive negotiating period it made a verbal offer to buy all of TERP for $12 a share provided it could also acquire all of GLBL or else become its controlling sponsor.
What TerraForm thinks about any of these bids precisely can’t be known yet, of course, but from the fact that it entered into exclusive talks with Brookfield we have to assume they’re in the ballpark. Brookfield said it lowered its prior bid after reviewing the reduced cash flow guidance TERP published last month.
That guidance pegs cash available for distribution at approximately $1 per share this year. At a $12 share price equal to Brookfield’s bid that would amount to a yield of 8.3% if TERP distributed the entirety of available cash. The sounds about right for a somewhat distressed company with a solar and wind power portfolio put together by the wizards who ran SunEdison into the ground. $13 per share or a little above to help TERP save face seems doable. Fourteen dollars would come as a pleasant surprise.
There is potentially more long-term upside to be extracted from agreeing to let Brookfield replace SunEdison as the controlling sponsor with the hope that it is able to add to rebuild at least some more of TERP’s lost value over time. Brookfield sounds willing, albeit at a price that wouldn’t enrich TERP shareholders right away.
But there’s no shortage of other yieldcos and income plays to buy, so it’s not clear why TERP’s board should want to preserve this severely damaged brand rather than letting everyone cash out and seek better luck elsewhere. In any case, the preliminary bidding does put the floor under the stock at around $12, albeit discounted a bit more now for the possibility that no deal comes from this exclusive engagement.
TerraForm’s share price got a big lift from Brookfield’s interest, among that of others, in the second half of last year, but the upside has also been capped by TerraForm’s fading prospects as a standalone company. Selling itself to Brookfield is probably the wisest course at this point. We’re downgrading Aggressive pick TERP to Hold accordingly.
The E’s Don’t Have It
Conservative Portfolio recommendations Enbridge Energy Partners (NYSE: EEP) and Enbridge Energy Management (NYSE: EEQ) are down nearly 20% this afternoon after EEP warned that its distributable cash flow this year will be down 13% from last year at the midpoint of the respective guidance ranges.
It blamed lower gas gathering volumes and margins and reduced crude gathering as a result of the drilling slowdown in North Dakota’s Bakken shale. Management strongly implied that a strategic review undertaken by sponsor Enbridge (NYSE: ENB) is likely to include a distribution cut as well as a further potential restructuring of the sponsor’s incentive distribution rights by the time it concludes sometime in the second quarter of the year or later. But the MLP is expected to remain as an distinct financing vehicle.
The warnings and the likely distribution cut aren’t good news. But they also don’t herald a permanent loss of value, and investors selling on reflex today will very likely regret it eventually, and perhaps sooner than later. We’re prepared to stick around in these names, but not to add here. EEP and EEQ are downgraded to Hold.
Stock Talk
Michael Sessions
Re your Jan. 27, 2017 Energy Strategist “The E’s Don’t Have It” you are oh so correct. They not only don’t have it, they and the so called “analysts” who touted the Es are never going to have it! I am speaking about talent, credibility and just plain honesty!
You succinctly pointed out that the debacle was due to “lower gas gathering volumes and margins and reduced crude gathering”. If that is the case, any honest company representative or competent security analysis could have easily determined that was the case day-by-day over the quarter in question i.e., that the excrement was hitting the revolving blades, and given fair advance warning. But, apparently no one looked to see what was going on or even asked anyone “How you doing?” during the last quarter…and everyone down the line from the company is a disgrace and ought to be canned. No one bothered the check anything; all that there was was textbook mis, mal and nonfeasance.
Stick with the companies or trust the analysts / advisors? Not in a million years…when they can not be trusted to do their jobs. Everyone down the line from the president of the companies through the lowest analyst / advisor is a disgrace and ought to be canned.
Sure hope you all learned your lesson because I an afraid that there is more of this coming down the pike.
Igor Greenwald
You’ve deduced a lot from a price movement that’s gone against us. Too much, I’d say. I think you may be confused about whether good research or even just asking “How you doing” can ever provide a guarantee against capital losses. We continue to like both Enbridge securities long term.
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