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

Growth 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

pipeline

pipeline

Igor
Can I assume from your information on ENB that the merger with SE is still on?

and related would you recommend selling SE (with a 35% gain in value) and buying WMB?

Igor Greenwald

Igor Greenwald

Pardon the tardiness. Yes, there has been no change whatsoever in the status of the merger. And that being the case and WMB being the #2 Best Buy that certainly sounds like a reasonable move to me, though we’ll keep SE at Hold until the merger actually closes.

Dave

Dave

Can we get an opinion on what’s happening with MIC. The press is very confusing.

Dave

Igor Greenwald

Igor Greenwald

It was recommended as a short by Kevin Kaiser from Hedgeye. Macquarie subsequently forecast 10-15% free cash flow growth in each of the next two years, and there’s no change in our Buy recommendation.

Bob Cecchini

Bob Cecchini

EEQ is down another 7% on Monday after the 21% drop on Friday. After a nearly 30% drop, would you still just hold on and not average down?

Thank you.

Igor Greenwald

Igor Greenwald

It looks like a good deal to me here, and I expect to be writing more about it this week. Telegraphing a distribution cut but then not specifying what it will be is not the type of thing the market likes, and I think EEP and EEQ are now priced accordingly. Could well end up one of those cases where the actual announcement becomes an upward catalyst. Their cash flow hasn’t run as dry as the current price implies, and is not going to.

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