FREYR Battery has entered into an agreement to acquire the U.S. solar manufacturing assets of Trina Solar.
The transaction is subject to certain customary conditions precedent, including receipt of certain third-party consents, completion of the preferred stock issuance to Encompass Capital Advisors and internal reorganization to be completed by Trina Solar. It is expected to close by year’s end.
Under the terms of the agreement, FREYR will acquire Trina Solar’s 5 GW solar module manufacturing facility in Wilmer, Texas, which started production earlier this month. The facility is expected to ramp up to full production next year with 30% of estimated production volumes backed by firm offtake contracts with U.S. customers.
Upon closing of the transaction, FREYR plans to execute a multi-phase strategy to establish a vertically integrated U.S. solar manufacturing footprint. The next phase of the plan will be to construct a 5 GW solar cell manufacturing facility in the U.S. Site selection is underway.
Under the terms of the transaction agreement at closing, the total consideration to Trina Solar will consist of $100 million of cash, $50 million repayment of an intercompany loan, $150 million loan note, 9.9% of FREYR outstanding common stock and an $80 million convertible loan note that would convert into an additional 11.5% of FREYR outstanding common stock after certain conditions are satisfied.
FREYR has secured a $100 million commitment for the issuance of preferred stock to Encompass Capital Advisors and $14.8 million for a private placement of 7% of FREYR outstanding common stock to Chunyan Wu, a co-founder and shareholder of Trina Solar.
Daniel Barcelo, FREYR’s current chairman of the board, has been appointed CEO. Tom Einar Jensen, FREYR’s co-founder, will assume the role of CEO of FREYR Europe and will oversee the optimization and monetization of FREYR’s European portfolio. Jensen is stepping down from FREYR’s board of directors to focus on FREYR’s European portfolio. All these changes are effective immediately.
Joining FREYR upon closing will be Mingxing Lin, who has been appointed the company’s chief strategy officer, and Dave Gustafson, who has been appointed COO. Lin has been appointed a nominee to FREYR’s board of directors subject to closing of the transaction.
W. Richard Anderson, currently the CEO of Coastline Exploration, has been appointed to FREYR’s board, effective immediately.
The company has terminated its SemiSold technology license with 24M Technologies. Pursuant to the termination of the license agreement, FREYR has no remaining financial obligations to 24M and no longer holds any equity ownership interest in 24M.
“We are pleased to announce this transformative transaction, which will immediately position the Company as one of the leading solar manufacturing companies in the U.S.,” says Barcelo.
“We are proud to be partnered with Trina Solar, a global manufacturing and solar technology leader. Domestic manufacturing capacity for solar and batteries is essential for energy transition and job creation. The U.S. was once the global leader in solar, and it can be again.”
Santander served as financial advisor. Skadden, Arps, Slate, Meagher & Flom served as U.K. legal advisor. Arnold & Porter, Ernst & Young, Clean Energy Associates and Rystad Energy served as advisors to FREYR in support of the transaction. Dorsey & Whitney served as U.S. legal advisor, CICC served as financial advisor and Deloitte served as tax advisor to Trina Solar.
