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FIRST SOLAR, INC. 8-K Report, Material Agreement (May 16, 2022)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed May 16, 2022
Period End
May 12, 2022
Security
FSLR
In the record · 2016–202610-K1110-Q328-K110

FSLR filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 110 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jan ’17Jan ’17
  2. Leadership change8-K · Apr ’19Apr ’19
  3. Leadership change8-K · Jul ’21Jul ’21
  4. Material agreement8-K · Feb ’26Feb ’26

01—Abstract

Summary

Summary of the 8-K filed May 16, 2022. Cited figures are marked; the original filing is the authoritative source.

First Solar, Inc. (FSLR) has entered into definitive agreements to sell its Japan Development Business and Japan Operations and Maintenance (O&M) Business for approximately $575 milliona.

This divestiture includes a 293 MWDC utility-scale solar project development platform and an O&M platform managing 665 MWDC. The sale is to PAG Real Assets, a real estate investment firm, through its subsidiaries. While the transaction is substantial, it excludes First Solar's photovoltaic module business and certain real estate holdings in Japan.

The aggregate proceeds are subject to adjustments for working capital, an earn-out related to a potential future sale of the O&M business by PAG, changes in Japanese solar power regulations, and project construction milestones. The transaction is subject to customary closing conditions, including regulatory approvals and third-party consents. This strategic move appears to align with First Solar's focus on its core module manufacturing and technology business, potentially freeing up capital and resources for other strategic initiatives.

02—Key points

Key Highlights

  1. First Solar is selling its Japan Development and O&M businesses for approximately $575 million.
  2. The divested assets include a 293 MWDC project development platform and a 665 MWDC O&M platform in Japan.
  3. The buyer is PAG Real Assets, an investment firm.
  4. The sale proceeds are subject to customary adjustments, including working capital and an earn-out.
  5. The transaction excludes First Solar's photovoltaic module sales and service business in Japan.
  6. Closing is contingent upon regulatory approvals and other third-party consents.
  7. The sale is expected to be completed within six months of signing.

03—Questions

Frequently Asked Questions

  1. What is First Solar selling in Japan?

    First Solar is selling its utility-scale solar project development platform (293 MWDC) and its solar operations and maintenance (O&M) platform (665 MWDC under management) in Japan. The sale also includes approximately 286 MWDC of solar modules associated with these businesses.

  2. Who is the buyer and for how much?

    The buyer is PAG Real Assets, through its wholly-owned subsidiaries. The aggregate proceeds for the sale are approximately $575 million, though this amount is subject to certain adjustments.

  3. Are there any significant exclusions from the sale?

    Yes, the sale does not include First Solar's business in Japan related to selling and providing after-sales service for photovoltaic modules. Certain companies owned by First Solar that hold real property in Japan are also excluded.

  4. What conditions need to be met for the sale to close?

    The closing is subject to several conditions, including customary representations and warranties being true, parties performing their obligations, and the satisfaction of certain regulatory approvals and lender/third-party consents. The agreements also include termination rights if closing does not occur within six months.

04—Continue

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