- The transaction is based on a valuation of $114 million for the entire Cluster, comprised of a $102 million base and an additional $12 million in deferred consideration upon fulfillment of the conditions of its payment
- Enlight will recognize a profit of $94 million upon fulfillment of the conditions of the deferred consideration, and will continue to operate and develop projects in the Cluster
- The partnership provides Harel and Amitim exposure to renewable energy infrastructure, with the potential for high returns and financial strength over time, while diversifying their investment portfolios and reinforcing their commitment to positive impacts on the Israeli economy and environment
Enlight Renewable Energy (“Enlight”, NASDAQ: ENLT, TASE: ENLT.TA), a leading renewable energy platform, announces the signing of an agreement to sell 44% of a partnership (the “Partnership”), which holds the Sunlight cluster of Israeli renewable energy projects to Harel Insurance Investments & Financial Services Ltd. and Amitim Senior Pension Funds (the “Investors”, “the Sale Agreement”), who will acquire a 25% and 19% stake respectively.
The Investors will purchase 44% of the Partnership for a total investment of $50 million1 in cash, of which $45 million will be paid upfront, and $5 million will be deferred consideration to be paid by the Investors upon fulfillment of certain conditions set forth in the Sale Agreement. Upon completion of the transaction, which is expected to occur during the first quarter of 2025, the Company will cease to consolidate the financial results of the Partnership in its financial statements, and will accordingly recognize a profit of $94 million.
The Sunlight Cluster consists of operational and pre-construction projects totaling 69 MW of solar generation and 448 MWh of energy storage capacity, and accounts for 5% of the capacity of Enlight’s total portfolio in Israel and 1% of the capacity of Enlight's total global portfolio2. The Investors will acquire 44% of the Limited Partner rights in the Partnership and a wholly-owned subsidiary of the Company will act as the General Partner in the Partnership. Completion of the transaction is contingent upon obtaining approval of the Israeli Competition Authority.
In conjunction with the Sale Agreement, the parties have entered into a number of additional commercial arrangements:
1- The parties commit to future investments in projects under construction.
2- The Company will have the exclusive right to purchase all the electricity produced by the Cluster under a 20-year availability agreement whose commercial terms were set between the parties.
3- The Company's commitment to the duration and minimal level of holdings in the Limited Partnership.
4- The right of the Investors to mandate the sale of 50% of the Company’s holdings in the General Partner to a third party and terminate the management agreements with the Company.
More financial information regarding the Sale Agreement can be found here.
The Herzog Fox & Neeman law firm and the Giza Singer Even consulting firm advised the Company on the transaction. The Piron law firm advised both Harel and Amitim, and the Escola consulting firm advised Amitim on the transaction.
1 Amounts in U.S. dollars are calculated based on a U.S. dollar to Israeli Shekel conversion rate of 1 to 3.71, as reported in the Company’s financial statements for the period ending September 30, 2024.
2 Enlight’s global projects consist of 19.2 GW of generation and 31.8 GWh of energy storage capacity, located in Israel, Europe, and the United States, and allocated into Mature, Advanced Development, and Development portfolios.
Itzik Tawill, Deputy Director of the Investment Department and Director of the credit and real estate division at Harel, commented, “Harel selects its investments with thoroughness and professionalism, and is proud to continue investing in green energy and infrastructure in Israel. Our cooperation with leading companies such as Enlight diversify our investment portfolio in a stable sector, providing our fund members with attractive and long-term financial performance along with a positive environmental impact.”
Nir Gavish, Head of Investments at Amitim Senior Pension Funds, commented, “The Sunlight transaction is a direct implementation of our strategy to invest in infrastructure assets in Israel, and in particular in renewable energy, with a commitment to delivering optimal returns for our fund members over time. Amitim has a long-standing relationship with Enlight, and we are pleased to deepen our collaboration with this investment.”
Gilad Yaavetz, CEO of Enlight, commented, “We are very proud to extend our long-standing partnership with Harel and Amitim, some of Israel’s leading institutional investors, in the innovative field of integrated solar generation and energy storage facilities. The projects generate clean electricity at a competitive price, and the production will be sold by Enlight Enterprise, the Company’s supplier unit, to some of the most prestigious consumers in Israel.
“We are proud of the asset value implied by the transaction, which reflects the quality of the projects and energy management system we have developed at Enlight. The transaction highlights the competitive advantage that the Company has in optimizing and establishing attractive funding sources to deliver on our significant growth plan.”
