Inside the Build-Transfer Terms Behind PPC's 2 GW Mytilineos Solar Deal

April 16, 2024
Inside the Build-Transfer Terms Behind PPC's 2 GW Mytilineos Solar Deal

PPC has agreed to pay about $2.16 billion for 2 GW of solar spread across Italy, Romania, Bulgaria and Croatia. Most of it is not built yet. Less than a year earlier, the same seller let a 211 MW Romanian solar portfolio go for $26.5 million. PPC is paying roughly eight times as much per megawatt. The question is what the extra money buys.

Key takeaways

  • PPC Renewables agreed on 11 April 2024 to acquire a solar portfolio of about 2 GW across Italy, Romania, Bulgaria and Croatia from MYTILINEOS, now Metlen Energy & Metals, a deal Leap values at $2.16 billion, or $1.08 million per MW.
  • The PPC and MYTILINEOS solar portfolio comprises 90 projects: 503 MW in Italy, 516 MW in Romania, 500 MW in Bulgaria and 445 MW in Croatia, at various stages of development.
  • Under a build-transfer agreement, MYTILINEOS develops and builds the 90 solar projects and PPC acquires each one only after it is connected to the electricity grid in its country.
  • Enerdatics records ten priced Romanian solar asset deals announced in 2023 and 2024: five priced at $0.17 million per MW or less and four at between $0.95 million and $1.10 million per MW.
  • PwC acted as financial adviser and CMS and POTAMITISVEKRIS as legal advisers to PPC Renewables on its 2 GW solar acquisition from MYTILINEOS.

What is a build-transfer agreement, and why does it matter here?

A build-transfer agreement is a contract in which the developer builds a project and the buyer takes ownership once it is complete. The buyer pays for a working asset rather than a permit. In this deal the trigger is grid connection. PPC takes over each project only when it is connected to the electricity grid in its country.

Until that moment the permitting risk, the construction risk and the risk of a late connection all stay with MYTILINEOS, which remains responsible for developing and building every one of the 90 projects. PPC carries none of that. It is committing now to buy finished plants, delivered in stages, at an agreed price.

That changes how the headline number should be read. A figure of $1.08 million per MW looks expensive for a portfolio Leap tags as under development. It looks different as the price of connected plants. The two companies have also signed a Cooperation Framework Agreement covering the development and construction of the portfolio, which is the wider tie-up that the original April 2024 coverage of this deal was built around. The framework is the mechanism. The 2 GW purchase is what it produces.

How does the price compare with Romanian solar deals?

Romania is the largest single block in the portfolio at 516 MW, and it is the market where Leap holds the deepest set of priced comparables. Those prices fall into two clusters, and the split follows how close a project is to operation.

At the low end sit early pipelines sold as development rights. OMV Petrom bought the 708 MW Theia solar cluster in June 2023 for $92 million. TotalEnergies paid PNE $25 million for 208 MWp in July 2023. In the same month MYTILINEOS itself sold a 211 MW Romanian portfolio to HELLENiQ ENERGY for $26.5 million, about $0.13 million per MW.

At the high end sit projects that are ready to build or close to it. PNE sold a 61.5 MW ready-to-build solar farm for $58.3 million in December 2023. DTEK Renewables agreed to pay European Energy $125 million for the 126 MW Vacaresti park in June 2024. NEPI Rockcastle paid Monsson $55 million for a 50 MW park in November 2024.

PPC's price belongs with the second group, even though many of its projects are at an earlier stage than those. Under build-transfer that is consistent. The price is set for the asset PPC will receive at connection, not for the asset as it stands on the day of signing. The difference between the two clusters is, in effect, what MYTILINEOS is being paid to take the projects from permit to grid.

Why does PPC want projects in four countries at once?

Enerdatics believes the acquisition acts as a springboard for PPC's strategy in Southeastern Europe, with two objectives: expanding its footprint in Romania, and entering high-growth markets next to its home base in Greece, namely Italy, Croatia and Bulgaria. In Greece, PPC had already agreed a joint development deal with Intrakat for Greek wind in December 2023. In Romania it bought Enel's business in 2023 and expects the country to account for 19 percent of group EBITDA in 2026, a year in which group EBITDA is estimated at €2.3 billion.

The wider logic is a regional corridor. Leap's record notes average wholesale power prices of €104 per MWh in Romania and Bulgaria, €119 per MWh in Greece and €127 per MWh in Italy. Interconnections between Greece, Bulgaria and Romania would let PPC manage output across markets and give it a natural hedge against weather affecting one part of the fleet. Enerdatics also believes earnings from PPC's Greek assets are likely to benefit from portfolio growth in less congested neighbouring markets. PPC's stated aim is 8.9 GW of installed renewable capacity by 2026.

Enerdatics' data shows 24 Romanian solar M&A transactions announced in 2023 and 2024, of which ten are asset deals with a disclosed value. Five of those ten priced at $0.17 million per MW or less. Four priced between $0.95 million and $1.10 million per MW. Only one sits in between: Nofar Energy's $131.65 million purchase of a 255 MW project, at about $0.52 million per MW. OMV Petrom's $7.3 million for half of a 130 MW portfolio grosses up to about $0.11 million per MW for 100 percent, which keeps it in the low cluster. At $1.08 million per MW, PPC's portfolio prices at the top of the Romanian range, in line with the ready-to-build group.

What does the deal signal for Southeastern European solar?

For sellers, it shows a way to be paid for construction as well as development. MYTILINEOS sold Romanian projects at development-rights prices in 2023. Under this agreement it captures the value of building them, in exchange for carrying the risk until connection. That fits the asset rotation programme MYTILINEOS has used to finance its renewables business, the same programme behind its June 2023 purchase of a 1.2 GWac, 1.4 GWdc solar portfolio in Canada from Westbridge Energy. The agreement also accelerates MYTILINEOS' investment plan in Italy, where it holds a portfolio of more than 2.5 GW.

For buyers, it shows the price of certainty. PPC is not taking on permitting or construction risk in four markets at once, three of them new to it. Anyone pricing a Balkan or Italian solar pipeline can take one lesson from Leap's Romanian data: ask first what stage the asset will be at when ownership passes, because that decides which of the two price clusters it belongs in.

Frequently asked questions

How much is PPC paying for the MYTILINEOS solar portfolio? Leap records an enterprise value of $2.16 billion for about 2 GW, or $1.08 million per MW. The deal was announced on 11 April 2024 as a transaction of about $2.1 billion.

When does PPC take ownership of the projects? Project by project, after each one is connected to the electricity grid in its country. MYTILINEOS develops and builds all 90 projects before they transfer.

Which countries does the portfolio cover? Italy with 503 MW, Romania with 516 MW, Bulgaria with 500 MW and Croatia with 445 MW. The projects are expected to power 320,000 households and cut CO2 emissions by 3.4 million tonnes.

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