DISPOSITIONS AND PLATFORM INVESTMENTS

12 Months Ended

Dec. 31, 2020

DISPOSITIONS AND PLATFORM INVESTMENTS

DISPOSITIONS AND PLATFORM INVESTMENTS

6. DISPOSITIONS AND PLATFORM INVESTMENTS

Renewable Energy

Disposition of US Solar Business

On November 6, 2018, the Company completed the sale of its US solar business that owned and managed distributed generation solar power projects operated under the Ahana name in Massachusetts, California and New Jersey (the “US Solar Operations”) to CleanCapital Holdco 4, LLC. The transaction had a total value of approximately $122.6 million, which includes a cash purchase price of $65.3 million and the assumption of approximately $57.3 million in debt (the “US Solar Transaction”). Approximately $6.5 million of the purchase price was held in escrow for a period of twelve months after the closing to secure certain indemnification obligations. The Company received the escrow in November 2019. The table below identifies the assets and liabilities transferred (amounts in thousands):

Consideration Received	$	65,286
Assets and liabilities disposed
Cash		3,049
Accounts receivable		1,248
Prepayments and other current assets		801
Property, plant and equipment		94,678
Restricted cash		8,407
Other assets		38
Current portion of long-term debt		(6,992)
Accounts payable and accrued liabilities		(938)
Accrued taxes		586
Long-term debt, excluding current portion		(48,038)
Net assets disposed		52,839
Consideration less net assets disposed		12,447
Transaction costs		(2,133)
Gain	$	10,314

The Company allocated $1.1 million of the gain to non-controlling interests within the consolidated income statement. During the year ended December 31, 2018, the Company incurred $2.1 million of transaction related charges pertaining to legal, accounting and consulting services associated with the transaction. The US Solar Operations did not qualify as a discontinued operation because the disposition did not represent a strategic shift that had a major effect on the Company’s operations and financial results. As a result, the historical results are included in continuing operations.

Disposition of International Solar Business

On November 19, 2020, the Company entered into a Sale and Purchase Agreement (the “Vibrant Sale Agreement”) pursuant to which the Company, through its subsidiaries, has agreed to sell 67% of the outstanding equity interests of Vibrant Energy Holdings Pte. Ltd. (“Vibrant”) for consideration of approximately $21 million at closing and the potential for up to $6.3 million of additional “earn out” consideration upon the satisfaction of certain conditions (the “Vibrant Transaction”). The Company will retain a 33% ownership interest in Vibrant. The Vibrant Sale Agreement contains representations, warranties and covenants of the parties that are customary for transactions of this type. The Company reported Vibrant’s $34.7 million of assets and $0.7 million of liabilities as held for sale in its December 31, 2020 balance sheet. The assets held for sale include $30.2 million of property, plant and equipment, $3.8 million of current assets, and $0.7 million of other assets. The liabilities held for sale includes $0.7 million of current liabilities. The Company reported a loss of $21.5 million on the held for sale transaction during the year ended December 31, 2020.

In January 2021, the Company completed the sale of 67% of the outstanding equity in its business that owns and operates distributed generation solar power projects operated under the Vibrant name in India. The post-sale results of the Company’s ownership interest in Vibrant will be recorded through the equity method of accounting within the Corporate and Other operating segment. As such, the Company’s consolidated financial statements will not include revenue and operating expenses from Vibrant, but instead, “other income (expense)” within the Corporate and Other operating segment will include its 33% share of Vibrant’s profits or losses. The Company will continue to present the historical results of its Renewable Energy segment for comparative purposes.

The Vibrant Transaction does not qualify as discontinued operations because the dispositions was not a strategic shift which will have a major effect on the Company’s operations, the historical results and financial position of the operations are presented within continuing operations.

US Telecom

Platform Investments

During the second quarter of 2018, the Company invested in a new platform, based in the United States, to develop private network technology to service enterprise customers, municipalities, and other service providers.  Also during the second quarter of 2018, the Company provided funding for another new platform, based in the United States, seeking to “build to suit” large scale fiber networks to serve the telecommunications and content provider industries in need of lower latency long haul fiber transit services. 

On December 31, 2020, the Company announced that it entered into an Agreement and Plan of Merger (the “Alaska Merger Agreement”) with Freedom 3 Capital, LLC (“Freedom3”) to acquire all of the shares of Alaska Communications Systems Group, Inc. (“Alaska Communications”), a publicly listed company (Nasdaq:ALSK) for approximately $340 million, including the assumption of debt (the “Alaska Transaction”). Following the closing of the Alaska Transaction, the Company will, through its subsidiaries, own and control approximately 51% of Alaska Communications and Freedom3, through its affiliates, will own the remaining 49%. In February 2021, the required waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976 expired, however the Alaska Transaction remains subject to customary closing terms and conditions including (i) the approval of Alaska Communications’ stockholders, (ii) the absence of certain legal impediments, and (iii) obtaining the necessary consents from the Federal Communications Commissions and the Regulatory Commission of Alaska.