Canadian Solar Inc. (“Canadian Solar”) and SkyPower Limited (“SkyPower”) completed a landmark $185 million purchase and international joint venture agreement, creating a powerful team comprising one of the world's largest solar companies and Canada's largest owner and developer of solar projects.
Under the arrangement, Canadian Solar and SkyPower will build and deploy solar energy solutions in Ontario and jointly develop solar projects internationally in select emerging markets.
Under the completed transaction, Canadian Solar acquired a majority interest in 16 solar projects representing approximately 190-200MW DC from SkyPower. Each of these projects was awarded a 20-year power purchase contract by the Ontario Power Authority. Fifteen of these contracts were issued under Ontario's Feed-In-Tariff Program, and one was issued as part of Ontario's Renewable Energy Standard Offer Program. Canadian Solar and SkyPower have also agreed to form a 50:50 international joint venture called CSI SkyPower which will focus on developing solar power plants in Africa, the Middle East and South America.
The transaction with Canadian Solar and the related corporate reorganization necessitated the restructuring of SkyPower's existing project financings with Norddeutsche Landesbank Girozentrale New York Branch (Nord/LB) and Deutsche Bank AG, Canada Branch (Deutsche Bank), the restructuring of an existing corporate credit facility with Deutsche Bank and the creation of a new credit facility from Deutsche Bank in favour of an affiliate of SkyPower to support the continuing development of SkyPower's project pipeline.
Goodmans LLPrepresented SkyPower with a team led by Dan Gormley and Victor Liu (corporate/M&A/energy) and David Wiseman (banking/energy) and included Jon Northup (tax and structuring); Brian Savage and Jamie Van Diepen (corporate/M&A); Ronna Weatherly, Geoff Cowper-Smith and Zehra Sheerazi (banking/energy); Ira Barkin (real estate/energy) and Kate Lyons (environmental/regulatory).
Fogler, Rubinoff LLP represented Canadian Solar, supporting Canadian Solar's counsel John Marner, with a team led by Michael Slan that included Marnie Taylor, Artem Miakichev and Elliott Vardin (corporate); Ian MacInnis (tax); Daliah Szechtman (real estate); Tom Brett (energy) and Konstantine Stavrakos (environmental).
Davies Ward Phillips & Vineberg LLPrepresented both Deutsche Bank and Nord/LB with teams that included Carol Pennycook, Paul Martin, Jennifer Pankratz, Tracie Allan and Anthony Spadaro.
McCarthy Tétrault LLP represented the majority shareholder of SkyPower with a team led by Marc Dorion and Kim Thomassin (corporate/M&A/energy) and Nigel Johnston (tax and structuring) that included Mathieu Rheault, Max Rogan and Jerome Turcotte Routhier (corporate/M&A); Mathieu Dubord and Marjolaine Hemond Hotte (banking).
Bennett Jones LLP represented the other shareholders of SkyPower with a team that included Hugo Alves (corporate/M&A/sustainability); Claire Kennedy (tax and restructuring); Barry Reiter (corporate/M&A/corporate governance); Ranjeev Dhillon (corporate/M&A) and Jeff Heinbuch (banking).
Emma Sutherland and Grant Dixon at Maples and Calder in the Cayman Islands and Marjorie Allo, Stephanie Attoumani and Sonia Bellamine (corporate/M&A) and Arnaud Arrecgros (banking) at AMMC Law in Luxembourg represented the shareholders of SkyPower in connection with the pre-transaction reorganization in those jurisdictions.