Inside the 'Anti-Embarrassment' Clause in Colruyt's Virya Sale to Korys

March 27, 2024
Inside the 'Anti-Embarrassment' Clause in Colruyt's Virya Sale to Korys

Colruyt Group has sold a 30 percent stake in Virya Energy, its renewable energy arm, to Korys for $194.86 million. The buyer is not a stranger. Korys is the investment company of Colruyt, and it already owned a large part of Virya. The most revealing term in the deal is not the price, but the clause that could change it later.

Key takeaways

  • Colruyt Group agreed to sell a 30 percent stake in Belgian renewable energy company Virya Energy to Korys, announced on 26 March 2024, for an equity consideration of $194.86 million.
  • After the Virya Energy sale, Korys owns 70 percent of Virya Energy (6,313,806 shares), while Colruyt Group's holding falls from about 60 percent (5,406,068 shares) to 30 percent (2,705,917 shares).
  • The Colruyt and Korys agreement includes an "anti-embarrassment" provision: if Virya sells a stake in a subsidiary within a set period for more than the deal valuation plus a mark-up, Korys tops up Colruyt's price pro rata.
  • The $194.86 million for 30 percent of Virya Energy implies an equity value of about $649.5 million for the whole company, roughly 5.5 times the $118.5 million of revenue Virya reported for 2022.
  • Virya Energy's portfolio spans 1,797.32 MW in Leap, combining operating and development wind and solar capacity held through subsidiaries Eurowatt and Eoly Energy.

What is an anti-embarrassment clause and why does it sit here?

It protects a seller from looking foolish if the buyer flips the asset soon after for more money. The clause gives the seller a share of any gain made on a resale within a fixed window. Here it is drafted at subsidiary level: if Virya sells a stake in any of its businesses above the valuation used in this deal plus a mark-up, Korys pays Colruyt the pro rata portion it would otherwise have received.

The reason it matters in this transaction is the relationship between the parties. Enerdatics describes Korys as the investment company of Colruyt. When a listed company sells an asset to a closely connected buyer, the price is open to the charge that it was set for the buyer's benefit. The clause is a direct answer to that charge. If Virya's parts later prove to be worth more, Colruyt's shareholders share in the upside.

Why were the other terms so light?

Because the buyer already knew the business. Payment was made in full on signing, with no adjustment to the price afterwards. Colruyt gave only limited representations and warranties, covering what the record calls "fundamental" matters and excluding any cover for Virya's actual business.

Representations and warranties are the seller's formal statements about the state of what is being sold, and they are the buyer's main route to compensation if something turns out to be wrong. A third-party buyer would normally insist on far broader cover. Korys accepted almost none, which only makes sense for a buyer that has sat alongside the seller as a shareholder in the same company.

The parties also signed an amended and restated shareholders' agreement setting out governance and exit rights. With Colruyt dropping to 30 percent, that document now defines what a minority owner can and cannot do.

What does $194.86 million say about Virya's value?

Grossed up to 100 percent, the consideration implies an equity value of about $649.5 million for Virya Energy. That is around 5.5 times the company's 2022 revenue of $118.5 million. Per share, the 2,700,151 shares that change hands work out at roughly $72 each.

Reading that figure per megawatt needs care. Leap records 1,797.32 MW for Virya, which gives an equity value of about $0.36 million per MW. But that total mixes very different assets. Eurowatt operates 400 MW, including 327 MW in France, and is developing more than 500 MW of wind and solar in France plus over 600 MW internationally. Eoly Energy manages 297.32 MW of wind in operation and at various stages of development. Much of the megawatt count is pipeline, not running capacity.

Virya also holds businesses that carry no megawatts at all: the DATS 24 energy distribution business, the Virya H2 hydrogen division, and interests in offshore service companies GeoXYZ, DotOcean and Marlinks. Enerdatics logs the deal value field as not disclosed at enterprise level, reflecting that the $194.86 million is an equity price for a minority block rather than the value of the underlying assets.

Where did the money for the deal come from?

From an earlier sale inside the same group. In March 2023 Virya agreed to sell its offshore wind platform Parkwind to JERA for $1.66 billion, a deal completed in July 2023. Enerdatics records that Korys is redeploying the proceeds of that sale. Parkwind had become Belgium's largest offshore wind platform under Virya's ownership, and its former assets have since continued to change hands, including Aspiravi's purchase of a Northwind stake from Parkwind in March 2024.

Enerdatics' data shows 19 M&A records in Belgium since the start of 2022, and only three carry a structured deal value. The largest is JERA's acquisition of Parkwind, at $1.66 billion for a 5,528 MW portfolio, or about $0.30 million per MW. Virya's implied $0.36 million per MW of equity sits above that figure, but the two portfolios are not directly comparable: Parkwind was an offshore wind platform with 771 MW operating, while Virya is now an onshore, solar and services business.

Colruyt said it expects a cash inflow of $194.86 million in its 2023 to 2024 financial year, with minimal impact on net results.

What does the deal signal for Belgian renewables ownership?

It shows Colruyt shifting from owner to partner. The group keeps 30 percent of Virya and says it wants to contribute to its growth and build expertise in energy supply, linked to its goal of zero-emission freight transport by 2035. Day-to-day control now sits with Korys.

It also shows how the Parkwind sale continues to shape the market. The proceeds from one of Belgium's largest renewable transactions are being recycled into control of the company that sold it. Colruyt first said in September 2023 that it was exploring the sale to Korys, so the move had been signalled for six months.

The anti-embarrassment clause is the thread to follow. Virya says it wants to expand into solar, hydrogen and new markets. Any stake sale in Eurowatt, Eoly or another subsidiary inside the protected window would test the valuation set in this deal, and would show whether Colruyt's minority holding was priced fairly.

Frequently asked questions

How much did Korys pay for the 30 percent stake in Virya Energy? Korys paid an equity consideration of $194.86 million, in full on signing and with no price adjustment, under the agreement announced on 26 March 2024.

Who controls Virya Energy after the sale? Korys owns 70 percent of Virya Energy after the transaction and Colruyt Group retains 30 percent, governed by an amended and restated shareholders' agreement.

What does the anti-embarrassment provision in the Virya sale do? If Virya sells a stake in any subsidiary within a set period for more than the deal valuation plus a mark-up, Korys must pay Colruyt the pro rata share of that higher value it would otherwise have received.

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