Transformational M&A: energy transition investments

Potential ramifications of government subsidies and incentives granted to a target require detailed investigation.

Striking the right balance between development and generating assets in a renewables portfolio is very important.

M&A and JVs allow for a much speedier move into markets where one partner or target has access to and knowledge of a particular territory or has finessed a particular business line.

Parties should anticipate the path to final investment decision and project commissioning, ensuring appropriate off-ramps.

A in new jurisdictions or sub-sectors needs robust diligence, appropriate deal structuring and contractual protections. Allocate more time to scenario planning and contingent downside risk evaluation.

Sellers unable to credibly explain how key business inputs can reliably support the target business may struggle in transactions.

Balancing the need for the right partners at the right time – providing construction expertise, IP, a route to market etc – with the need for shareholders to exit and recycle capital is often critical in a new business area.

A positive ESG score cannot mask a poor credit prospect, but can positively affect deals with marginal economics and/or in a busy M&A deal market with constrained debt liquidity.

Financial investors are discovering the difficulty of assessing and reporting on the (often varied) ESG characteristics and impact of their investments.

Getting M&A over the antitrust hurdle primarily requires demonstrating positive externalities (a climate benefit) that offsets harms to competition.

M&A is not the only mechanism by which the energy transition will be delivered, but has a far more important role than many appreciate. More conservative and organic change will likely not be enough.