Inside the 18 Times EBITDA Brookfield Is Paying to Take Neoen Private

May 30, 2024
Inside the 18 Times EBITDA Brookfield Is Paying to Take Neoen Private

Brookfield has agreed to buy control of Neoen, the Paris-based developer with a 27.8 GW portfolio of solar, wind and storage. Enerdatics puts the enterprise value of the transaction at about $5.1 billion. That number is easy to read as the price of Neoen. It is not. It is the price of a little over half of it.

Key takeaways

  • Brookfield announced on 30 May 2024 that it had entered exclusive negotiations to acquire a 53.32 percent stake in Neoen from Impala and other shareholders, later recorded as 53.12 percent, at about $43.1 per share, a 26.9 percent premium to Neoen's last closing price.
  • Enerdatics calculates the enterprise value of the Brookfield transaction at about $5.1 billion, based on an equity value of $3.52 billion for the stake and Neoen's reported net debt of $2.95 billion on a 100 percent basis at 31 December 2023.
  • Enerdatics records the deal at about 18.3 times Neoen's FY2023 adjusted EBITDA of $524.2 million, against a median of 14.8 times across 34 priced corporate renewable deals worth $1 billion or more announced between January 2023 and June 2025.
  • Neoen's 27.8 GW portfolio includes 5.1 GW in operation and 2.9 GW under construction, with 71 percent of output sold under long-term PPAs carrying a weighted average remaining life of 12.5 years.
  • In October 2024 Australia's competition regulator, the ACCC, said it would not oppose the acquisition but required Neoen's assets in Victoria, including six development projects, to be divested under a court-enforceable undertaking.

What does the $5.1 billion figure actually measure?

It measures the slice Brookfield is buying in the first step, not the whole company. Enterprise value is the price of a company's equity plus the net debt that comes with it, so it captures what an owner is really taking on. Enerdatics built the figure from two inputs: $3.52 billion of equity for the 53.32 percent stake, and Neoen's net debt of $2.95 billion.

The two inputs sit on different bases. The equity figure covers only the stake, while the debt figure covers 100 percent of the company. Grossing the equity up to 100 percent gives about $6.6 billion, and adding the net debt brings the whole company to roughly $9.55 billion. The $5.1 billion transaction value is that total scaled back to the stake.

That distinction matters for any per MW reading. Divided across the full 27.8 GW, the transaction value looks like about $0.18 million per MW. Measured on the 8 GW that is operating or being built, the grossed up company value works out at about $1.2 million per MW before a single dollar is attributed to the 19.8 GW of advanced pipeline. Most of the 27.8 GW is not yet an asset.

Why does Brookfield need a tender offer after the stake purchase?

Because the block is only the first step towards owning all of Neoen. Once the block purchase closes, Brookfield intends to launch a mandatory cash tender offer for the remaining shares and for Neoen's OCEANEs, which are bonds convertible into shares, issued in 2020 and 2022. The tender offer is at the same price as the block, and the aim is a squeeze-out, the step that removes the last minority holders and takes the company private.

The sellers of the block are a short list. Impala holds about 42 percent, the Fonds Strategique de Participations about 7 percent, Bpifrance about 4 percent and Cartusia, the holding of Xavier Barbaro, about 1 percent. In June 2024 the stake was recorded at 53.12 percent, and Brookfield signed a tender agreement with Bpifrance's ETI 2020 fund to tender its 4.36 percent into the later offer.

Brookfield Renewable set up Brookfield BidCo for the purchase, and Leap records Brookfield Renewable Holdings and Temasek as facilitating it. Regulatory approvals were expected by the fourth quarter of 2024 and the tender offer in the first quarter of 2025. Neoen is no stranger to large financings either: in Australia it refinanced running wind, solar and battery farms to fund its Collie battery.

What is Brookfield paying 18 times earnings for?

For contracted cash flow that is still young. The 8 GW of operating and under construction capacity has been running for 3.6 years on a weighted average basis. Seventy one percent of the power is sold under long-term PPAs, with 12.5 years of weighted average life left, and 92 percent of those customers carry investment grade ratings. The remaining 29 percent is sold into merchant markets.

The mix is broad. By capacity the 8 GW is half solar, 30 percent wind and 20 percent storage. By geography it is 47 percent Australia, 41 percent the Americas and 12 percent Europe and Africa. In the first quarter of 2024 wind generated 49 percent of revenue, solar 39 percent and storage 12 percent. Neoen reported FY2023 revenue of $578.74 million and adjusted EBITDA of $524.2 million.

Australia is also where the deal met its main condition. The ACCC did not oppose the acquisition, but required the Victorian assets, covering wind, solar and storage plus six development projects, to be sold. A buyer paying a premium multiple accepted giving up part of the portfolio it was paying for.

Enerdatics records 60 corporate renewable transactions worth $1 billion or more announced between January 2023 and June 2025. Thirty four carry an EV to EBITDA multiple, with a median of 14.8 times and an interquartile range of 11.3 to 21.7 times. Neoen, at about 18.3 times, sits in the upper half but below the top quartile. For comparison, ECP's $7.5 billion Atlantica deal priced below the US EBITDA median at about 9.7 times, and the $6.2 billion Allete transaction priced at about 14.3 times. On revenue, Enerdatics records Neoen at about 16.6 times, against a median of 9.3 times across 33 priced deals.

What does the deal signal for renewable platform M&A?

That buyers will still pay up for growth when the growth comes with contracts attached. Neoen's premium over the median is not explained by the operating fleet alone. It reflects a pipeline more than three times the size of what is built, run by a developer that has handled every stage from design and permitting to operation since 2008, and a revenue base that is mostly contracted to investment grade buyers.

It also shows how Brookfield likes to buy control. In India it bought control of Leap Green with part of the payment held back. Here the structure is a block purchase from a founder-led shareholder group followed by a public offer at the same price, so the founders' exit sets the terms for everyone else. The ACCC condition is the reminder that at this scale a platform purchase is also a competition question in the markets where the target is largest.

Frequently asked questions

How much is Brookfield paying for Neoen? Enerdatics calculates an enterprise value of about $5.1 billion for the transaction covering the 53 percent stake, based on $3.52 billion of equity at about $43.1 per share and Neoen's $2.95 billion of net debt. On a 100 percent basis the company is valued at roughly $9.55 billion.

What EBITDA multiple does the Neoen deal imply? Enerdatics records about 18.3 times FY2023 adjusted EBITDA of $524.2 million, above the 14.8 times median for corporate renewable deals worth $1 billion or more announced from January 2023 to June 2025.

Why did the ACCC require divestments? The ACCC said it would not oppose the acquisition but required Neoen's assets in Victoria to be divested to rule out competition concerns in that state, under a court-enforceable undertaking covering wind, solar and storage assets and six development projects.

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