Array Technologies to acquire APA Solar for $179M

ARRAY Technologies (ARRY) announced it has entered into a definitive agreement to acquire APA Solar, a leading provider of engineered foundation solutions and fixed-tilt mounting systems for solar projects. APA’s products are manufactured in Ohio and are eligible for incentives tied to domestic content. APA generated approximately $129M of revenue and $25M of EBITDA excluding 45X credits in 2024. The acquisition of APA is expected to be accretive to ARRAY’s Adjusted EPS in year one before synergies. Following the closing of the acquisition, ARRAY will begin offering an integrated tracker + foundation system, leveraging ARRAY’s advanced solar tracking technology and APA’s innovative foundation solutions. The transaction values APA at approximately $179M or 7.6x trailing 12 months EBITDA excluding 45X credits, comprised of $168M of upfront cash consideration, and $42M of deferred consideration less $31M of net present value of tax benefits generated as a result of the transaction. The final amount of upfront cash consideration and deferred consideration will be determined at closing subject to customary purchase price adjustments. The sellers of APA are also eligible for a performance based earnout with an initial value of $40M of ARRAY common stock based upon APA’s achievement of certain EBITDA targets during the three-year period following the closing. The transaction is expected to close in the Q3, subject to receiving any required regulatory approvals and the satisfaction of other customary closing conditions. Jefferies acted as exclusive financial advisor and Kirkland & Ellis acted as legal advisor to ARRAY in connection with the transaction. Donelly Penman & Partners acted as exclusive financial advisor, and Rupp, Hagans & Bohmer, and Eastman & Smith as legal advisors to APA.