Sunnova Energy International Inc. ("Sunnova") (NYSE: NOVA), one
of the leading U.S. residential solar and storage service
providers, and Len X, LLC (“LENX”), a technology focused subsidiary
of Lennar Corporation (“Lennar”) (NYSE: LEN and LEN.B), one of the
nation’s leading homebuilders, announced today they have entered
into a definitive agreement under which Sunnova will acquire
Lennar’s residential solar platform (“SunStreet”). In addition to
Sunnova’s acquisition of SunStreet, Sunnova will become Lennar’s
exclusive residential solar and storage service provider for new
home communities with solar across the country.
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“We are thrilled to announce our acquisition of SunStreet, and
our new strategic partnership with Lennar, which will be a first of
its kind in the industry geared towards creating innovative
pathways for how new communities are powered,” said William J.
(John) Berger, Chief Executive Officer of Sunnova. “Sunnova’s
success is built on strong partnerships and shared vision, and this
transaction will be no different thanks to our complementary
strengths and mutual desire to transform the energy landscape. This
agreement will allow Sunnova to increase customer growth, further
scale the business, and develop smart microgrids for communities
across the U.S.”
“The sale of SunStreet to Sunnova underscores our longstanding
focus on and strategy around technology and ESG investment in
Lennar’s future,” said Stuart Miller, Executive Chairman of Lennar.
“This transaction, in exchange for Sunnova’s stock, represents a
long-term investment by Lennar in the company that we believe is
best suited to innovate and evolve in the dynamic and rapidly
growing field of sustainable energy. We look forward to working
with the exceptional team at Sunnova to build industry leading
solar products for a better future. Lennar’s homebuilding expertise
and volume coupled with Sunnova’s solar expertise and determination
creates a winning combination to build best in class products for
new homes while enhancing the lives of homeowners.”
The global energy landscape is undergoing an incredible
transformation and consumers are demanding more from their energy
service providers, especially as people spend more time in their
homes and as weather events continue to worsen due to climate
change. This consumer awakening is challenging the traditional,
centralized power infrastructure, and now more than ever, consumers
want access to clean, affordable and reliable power.
Strategic Rationale:
Created by Lennar, SunStreet has a distinct understanding of
homebuilding operations that has earned the company a reputation
for being a proven leader in the residential solar market for
homebuilders. This acquisition will provide a new strategic path
that will allow Sunnova to generate significant shareholder value,
increase customer growth, and develop clean and resilient
residential microgrids across the U.S. Sunnova will be able to
bring SunStreet’s proven track record of high-quality, timely
installations to additional homebuilders, while working with
existing SunStreet customers to enhance their energy independence
through the addition of battery storage and other offerings. As
Sunnova’s business impact grows, so too will its positive social
and environmental impact, helping the company achieve its
overarching mission of powering energy independence.
Sunnova SunStreet Acquisition Advantages Include:
- Captive pipeline: A multi-year supply of homesites and leading
market share drives visibility, resulting in higher option
value
- Lower costs: Reduced customer acquisition cost driven by making
solar a standard feature
- Production platform: SunStreet’s seamless integration into the
homebuilding process avoids potential operational
interruptions
- Upsell Opportunities: to upsell many of the 250,000+ existing
homes built by Lennar in the last decade, and the ~40,000
solar-only SunStreet installations, with Sunnova’s broad portfolio
of solar and battery storage service offerings, subject to
applicable privacy laws
Lennar and Sunnova Strategic Partnership:
In connection with acquiring Lennar’s residential solar
platform, Lennar and Sunnova have agreed to a multi-year strategic
partnership, with the potential to align the strategic and economic
interests of both companies, with a focus on enhancing Sunnova and
SunStreet’s full growth potential. Under the multi-year strategic
partnership:
- Sunnova will become Lennar’s exclusive residential solar and
storage service provider
- Through LENX, a subsidiary of Lennar, the strategic partnership
will focus on the development and rollout of innovative energy
technologies, such as home storage and community microgrids
- LENX will maintain an equity ownership interest in Sunnova as
well as a commitment to provide tax equity investments to support
Sunnova’s homebuilder customer pipeline
- Sunnova and Lennar share a vision and business ethos to create
value for their shareholders by further propelling the energy
transition towards decarbonization, and providing cleaner more
reliable energy solutions to homeowners
Acquisition Details:
Under the terms of the agreement and earnout agreement, LENX
will receive total consideration of up to 7.22 million shares of
Sunnova common stock, which is comprised of 3.33 million shares in
initial consideration payable at closing and 3.89 million shares in
consideration associated with two earnouts. The first earnout of up
to 2.78 million shares is associated with achieving certain annual
customer commitments over four years. The second earnout of up to
1.11 million shares is associated with the development microgrid
communities over the next five years. The transaction also provides
for certain registration rights for LENX with respect to the shares
of Sunnova common stock it will receive as consideration.
The transaction has been structured in a manner intended to
cause the receipt of Sunnova common stock as a result of the
agreement not to be a taxable event for Lennar. Lennar has agreed
to guarantee the performance of LENX under the merger agreement and
certain ancillary agreements.
Both Sunnova and LENX have received the necessary approvals for
the definitive agreement.
The acquisition of SunStreet is expected to be completed during
the second quarter of 2021, subject to regulatory approvals and
other customary closing conditions.
Conference Call Information:
Sunnova and Lennar are hosting a joint conference call for
analysts, investors and media to discuss the definitive agreement
and strategic partnership at 8:30 a.m. Eastern time, on Wednesday,
February 17th, 2021. The conference call can be accessed live over
the phone by dialing 866-211-4135, or for international callers,
647-689-6729. A replay will be available two hours after the call
and can be accessed by dialing 800-585-8367, or for international
callers, 416-621-4642. The conference ID for the live call and
replay is 8514849. The replay will be available until February 24,
2021.
Interested investors and other parties may also listen to a
simultaneous webcast of the conference call by logging onto the
Investor Relations section of Sunnova’s website at
www.sunnova.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact
are “forward-looking statements” for purposes of federal and state
securities laws. In some cases, you can identify forward-looking
statements because they contain words such as "may," "will,"
"should," "expect," "plan," "anticipate," "going to," "could,"
"intend," "target," "project," "contemplates," "believe,"
"estimate," "predict," "potential" or "continue" or the negative of
these words or other similar terms or expressions. Similarly,
statements herein that describe the acquisition, including its
financial and operational impact, impacts on shareholder value or
customer growth, the timing of the acquisition, and other
statements of the parties’ or management’s plans, expectations,
objectives, projections, beliefs, intentions, goals, and statements
about the benefits of the acquisition, statements that describe the
strategic partnership, including its financial and operational
impact, the terms of the strategic partnership, including
exclusivity and duration, new energy technologies, any commitments
with respect to tax equity, the ownership of Sunnova by LENX, and
other statements that are not historical facts are also
forward-looking statements. It is uncertain whether any of the
events anticipated by the forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on the
results of operations and financial condition of Sunnova,
SunStreet, Lennar, LENX or the price of Sunnova stock or Lennar
stock. Sunnova's expectations and beliefs regarding these matters
may not materialize, and actual results in future periods are
subject to risks and uncertainties that could cause actual results
to differ materially from those projected, including, but not
limited to, the unpredictability of the commercial success of
Sunnova’s, SunStreet’s, Lennar’s or LENX‘s respective businesses or
operations; potential adverse reactions or changes to business or
employee relationships, including those resulting from the
announcement or completion of the acquisition; the risk that any
announcements relating to the acquisition could have adverse
effects on the market price of common stock of Sunnova or Lennar;
the ability of the parties to consummate the acquisition on a
timely basis or at all and the satisfaction of the conditions
precedent to consummation of the acquisition, including, but not
limited to, negotiation and delivery of the strategic partnership
agreements and other agreements, completion of satisfactory
diligence and regulatory approvals; the ability of the parties to
negotiate the terms of the strategic partnership and other
agreements or at all; the favorability to either party of the terms
of the strategic partnership; the possibility that the acquisition
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; the ability to successfully
integrate the businesses; the ability of Sunnova to implement its
plans, forecasts and other expectations with respect to SunStreet’s
business or the strategic partnership after the completion of the
acquisition and realize expected benefits; the diversion of
management’s attention from ongoing business operations and
opportunities; the impact of COVID-19; competition and fluctuations
in the solar and home-building markets; availability of capital;
ability to attract and retain dealers and customers and our dealer
and strategic partner relationships; and litigation relating to the
acquisition and the strategic partnership. These forward-looking
statements speak only as of the date of this communication, and
Sunnova and Lennar expressly disclaim any obligation or undertaking
to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in Sunnova’s or
Lennar’s expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Please refer to the publicly filed documents of Sunnova and Lennar,
including the most recent Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q, for additional information about Sunnova and
Lennar and about the risks and uncertainties related to the
businesses of Sunnova and Lennar which may affect the statements
made in this communication.
About Sunnova
Sunnova Energy International Inc. (NYSE: NOVA) is a leading
residential solar and energy storage service provider with
customers across the U.S. and its territories. Sunnova's goal is to
be the source of clean, affordable and reliable energy with a
simple mission: to power energy independence so that homeowners
have the freedom to live life uninterruptedTM.
About Lennar Corporation
Lennar Corporation (NYSE: LEN), founded in 1954, is the largest
homebuilder in the United States by home sale revenues and net
earnings. Lennar builds affordable, move-up and active adult homes
primarily under the Lennar brand name. Lennar’s Financial Services
segment provides mortgage financing, title and closing services
primarily for buyers of Lennar’s homes and, through LMF Commercial,
originates mortgage loans secured primarily by commercial real
estate properties throughout the United States. Lennar’s
Multifamily segment is a nationwide developer of high-quality
multifamily rental properties. LENx drives Lennar’s technology,
innovation and strategic investments. For more about Lennar, please
visit www.lennar.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20210217005486/en/
Contacts (Sunnova) Investor Relations: Rodney
McMahan, Vice President Investor Relations IR@sunnova.com
281.971.3323 Media: Alina Eprimian, Media Relations Manager
Alina.eprimian@sunnova.com Contacts (Lennar) Investor
Relations: Ian Frazer, Investor Relations Ian.Frazer@Lennar.com
480.577.139 Media: Danielle Tocco, Vice President
Communications Danielle.Tocco@Lennar.com 949.789.1633
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