iSun, Inc., a leading solar energy and clean mobility infrastructure company with 50-years of construction experience in solar, electrical and data services, and SolarCommunities Inc (“SunCommon”) announced today that they have entered into a definitive agreement pursuant to which a subsidiary of iSun will acquire SunCommon, in a combination of cash and shares of Common Stock.
• Creates a regional full-service solar installation leader servicing the residential, commercial, industrial and utility-scale markets including solar electric vehicle charging.
• Positions combined company to effectively capitalize on emerging opportunities in the residential and small commercial landscape.
• Leverages brand and marketing expertise of SunCommon to effectively grow presence and message in new regional markets.
• Transaction consideration includes $24,034,621 in cash and $15,965,379 in stock; provides $2.5 million of the consideration directly to SunCommon employees, establishes a stock ownership plan for all iSun employees, and a $1.5 million working capital infusion.
• Anticipated to be accretive to iSun by doubling projected revenue for 2021.
• Alignment of software, shared services and vendor base will enable synergies with expected $1.25 million in savings in year-1 and provide opportunities to reduce customer acquisition costs across all business segments.
The transaction executes phase one of iSun’s recently announced East Coast residential strategy and builds on iSun’s commercial, industrial and utility-scale presence in Maine, New Hampshire, Vermont, Connecticut, Massachusetts, Rhode Island, New York, Maryland, North Carolina and South Carolina. The acquisition furthers iSun’s ability to both drive the transition from dirty to clean energy and capitalize on the increasing focus on the climate crisis. The combined organization generated net revenues of approximately $51.4 and $70.0 million in calendar years 2020 and 2019, respectively. SunCommon’s positive EBITDA will be immediately accretive to earnings. Management estimates year-1 SG&A synergies to be approximately $1.25 million related to integration of backend software and implementation of a shared services platform consisting of administrative related functions (finance, IT, software), while the differing revenue cycles of the two business will improve cash-flow.
“This is a milestone moment for iSun,” stated Jeffrey Peck, iSun Chairman and Chief Executive Officer. “Not only does this acquisition deliver on our promise to investors to execute our residential strategy, but also it honors our 50-year legacy of helping accelerate the wide-spread adoption of life-enhancing technological innovations. The Electrification of everything is going to rapidly increase energy demand across all sectors. With this acquisition, we are addressing this opportunity in the residential sector with a partner who has built a scalable residential platform with best-in-class capabilities, industry leading customer acquisition cost of $0.36/Wdc, and most important – who shares our values.”
“We have long respected SunCommon for their ability to provide customer-centric solutions to the climate crisis as well as their deep commitment to people, the planet, and the communities they serve,” continued Peck. “We’re excited to help enhance their capabilities, learn from their expertise, and have their guidance as we progress to phase two of our residential strategy.”
“As a market-solution to the climate crisis, scale matters. Joining iSun allows SunCommon to accelerate our growth plans and delight our customers with clean energy solutions that improve their lives and protect our planet. This is a great day for SunCommon, our employees, customers and investors,” said SunCommon co-president James Moore.
His fellow co-president Duane Peterson remarked, “We’re proud of what we have accomplished, and are happy to recognize our people by ensuring that they directly benefit from this partnership. And this is only the beginning. SunCommon will continue operating as a Public Benefit Corporation and a certified B Corp, while helping our new parent iSun earn its B Corp certification as well. We intend to create the nation’s largest values-led clean energy business.”
Both iSun and SunCommon’s respective Boards of Directors unanimously approved the Definitive Agreement, which includes a cash payment of $24,034,621 and $15,965,379 in stock ($2.5 million of the consideration will be granted directly to SunCommon employees), $1.5 million working capital infusion and additional earnout provisions, subject to customary purchase price adjustments and customary seller representations and warranties and indemnification obligations.
In 2020, SunCommon generated approximately $33.1 million in revenue with gross margins of approximately 30.2% and maintained customer acquisition costs well below those advertised by other residential solar market leaders.
Mr. Peck will serve as the CEO of the combined organizations, and Mr. Peterson and Mr. Moore will serve as co-Presidents of SunCommon. The existing iSun Board of Directors will remain as currently constructed.
Additional details of the transaction will be included with the Company’s current report on Form 8-K, which will be filed with the United States Securities and Exchange Commission.