8-KMaterial AgreementsExhibits & Filings

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

Filed May 16, 2022For Securities:FSLR

Summary

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 million. 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.

Key Highlights

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

Frequently Asked Questions

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.

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.

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.

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.