Merger & Acquisitions- Solar Monkey

By August 25, 2011 Commercial Transactions

 SOLAR ENERGY FIRM SELLS OWNERSHIP INTEREST & RAISES FUNDS FOR EXPANSION

Highlights

  • Cummins & White, LLP, effectively represented Komodo Enterprises, Inc., in the sale of 49 percent ownership interest in its solar energy company, raising $7 million in cash to be used for business expansion.  The deal also included $15 million in convertible notes.
  • Cummins & White’s expertise in mergers and acquisitions allowed them quickly and efficiently to handle all facets of the sale, including negotiations, due diligence, and closing documents, working with a large team of attorneys, accountants, and auditors representing the purchaser, a large, publicly-traded Korean conglomerate.

Attorneys

Case Study

Fred Whitaker and an associate of Cummins & White, LLP, successfully represented Komodo Enterprises, Inc., in the sale of a minority stake in its solar system integration and power generation services company.  The attorneys handled negotiations with the purchaser, a publically traded Korean company, and when terms were reached, quickly and efficiently completed due diligence and closing documents.  The infusion of capital will allow the company to expand its solar energy business.

Background

Komodo Enterprises, Inc., doing business as Solar Monkey, specializes in utility scale solar developments, as well as providing turnkey grid-tied solar power solutions for the educational sector, public entities, and commercial and industrial property owners.  In order to raise funds for current projects and business development activities, the company planned to sell a portion of its ownership interest and was negotiating with Hanwha Corporation based in Korea.

Legal Strategy

Fred Whitaker and team, represented longtime client Komodo Enterprises in the transaction.  Mr. Whitaker spearheaded negotiations with Hanwha Corporation and its counsel over the course of one month and focused on obtaining optimal pricing for the minority interest in Komodo Enterprises, as well as an employment agreement for its president.

When terms were agreed upon, Mr. Whitaker quickly and efficiently handled all parts of the transaction, including:

  • Due Diligence—Numerous documents were gathered and provided to Hanwha Corporation, such as financial statements, tax returns, loan documents, subscription ledgers, and contracts.
  • Closing Documents—Nearly 40 closing documents were prepared, including the purchase agreement, convertible notes, investor agreement, stockholder agreement, employment agreement for the president of Komodo Enterprises, disclosure schedule, and amended articles and bylaws.

Result/Implication

Mr. Whitaker and team successfully assisted Komodo Enterprises in selling 49 percent ownership interest to Hanwha Corporation in a deal worth more than$7 million in cash and $15 million in convertible notes, available as needed for business development.  The agreement provides the option for Komodo Enterprises to convert a portion of the convertible notes into company shares every six months for two years.

Both parties wanted to finalize the transaction as quickly as possible.  As a result, Cummins & White negotiated final terms, completed due diligence, and reviewed and revised all major documents within two weeks over the Christmas and New Year’s holidays, successfully meeting the closing deadline.

Both Komodo Enterprises and Hanwha Corporation were pleased with the expertise and high level of service provided by Cummins & White.  In particular, executives at Hanwha were impressed that Mr. Whitaker and his team were able to handle the multi-million dollar transaction in such a short time, with far less resources than the lawyers working on the deal for Hanwha.

“Komodo Enterprises is lucky to have Fred Whitaker, who is an invaluable advisor to our company, and we will continue to use Cummins & White as legal counsel,” said Matthew McCullough, president.