Good day, and welcome to ALLETE Conference Call discussing the New Energy Equity acquisition. Today's call is being recorded. Certain statements contained in this conference call that are not descriptions of historical facts are forward-looking statements, such as terms defined in the Private Securities Litigation Reform Act of 1995. Because such statements can include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the company with the Securities and Exchange Commission. Many of the factors that will determine the company's future results are beyond the ability of management to control or predict. Listeners should not put undue reliance on forward-looking statements, which reflect management's reviews only as of the date hereof. The company undertakes no obligation to revise or update any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events, or otherwise. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during that session, press star one on your telephone. If you require any assistance during the conference, please press star zero. I would now like to turn the call over to Bethany Owen, Chair, President, and CEO. You may begin. Thank you. Good morning, everyone, and thanks for joining us today. With me are ALLETE Senior Vice President and Chief Financial Officer, Steven Morris, and ALLETE Senior Vice President, Robert Adams. Also with us this morning is Jeff Scissons, ALLETE Clean Energy's Chief Financial and Strategy Officer. Yesterday, we announced an exciting transaction as part of ALLETE's Sustainability-in-Action strategy. With this significant and strategic entry into solar opportunities, we will grow and expand ALLETE's capabilities, providing cleaner energy for the future. After a thorough market analysis with our senior team, outside advisors, and our board, we have signed an agreement to acquire 100% ownership of New Energy Equity, a developer of distributed solar projects, for approximately $165.5 million, subject to a working capital adjustment. New Energy Equity's projects are tailored for community, commercial, and industrial applications, and up to 10-MW utility-scale projects. The company was founded in 2010 and is headquartered in Annapolis, Maryland. We believe this distributed solar space is very attractive. These projects have higher returns, and as opposed to larger utility-scale projects, their smaller size helps mitigate supply chain and other risks while allowing New Energy Equity to nimbly enter new markets. New Energy Equity has proven its ability to compete in new and existing markets in the rapidly growing space. New Energy Equity has strong relationships with regional co-development partners that drive future business opportunities across the nation. The company is engaged in greenfield development as well as acquiring mid-stage and late-stage projects and bringing them through to completion. New Energy has successfully completed more than 250 projects across the nation, totaling more than 310 MW. The company's national reach includes projects completed and under development in 26 U.S. states. New Energy also offers comprehensive solar operations, maintenance, and asset management services through its wholly owned subsidiary, Energy Support Services. New Energy's offtake agreements are sourced both internally and through third-party aggregators and are ultimately executed with corporate customers, municipalities, and nonprofit organizations. We're very pleased to have the talented and experienced New Energy team joining ALLETE as we execute our Sustainability-in-Action strategy. Along with their expertise and proven track record of completed projects, New Energy brings a current pipeline of more than 2 GW of community solar projects with more on the way. As included in our presentation slides, as a percentage of market cap, ALLETE is already the largest investor in renewables of all public companies in North America. This transformative transaction reflects the beginning of a new and exciting chapter for ALLETE. Adding New Energy to ALLETE's family of businesses provides strong support to our long-term EPS growth target of 5%-7%. Our objective is to remain predominantly a regulated utility, but as we've highlighted in past investor conversations and presentations, our Sustainability-in-Action strategy offers attractive growth within and beyond our regulated utility operations. Even with the significant growth we anticipate from New Energy, we're confident in our ability to maintain solid investment-grade credit ratings. In addition to providing solar expertise that will benefit all of ALLETE's businesses, we expect New Energy to be a meaningful contributor to ALLETE's financial performance. In 2021, New Energy Equity closed 35 solar projects, representing more than 80 MW in total, and generated adjusted EBITDA of approximately $20 million. Under ALLETE's ownership, we expect the transaction to be accretive to earnings in 2022 when adjusting for transaction costs and purchase price accounting. Before we turn to Q&A, I want to emphasize that our businesses are operating from a position of strength. The addition of New Energy Equity solidifies and even enhances the drivers for our EPS long-term growth objective of 5%-7%, and we could not be more excited about ALLETE's future. Finally, just a reminder that today's conference call is for the exclusive purpose of announcing this transaction, so we aren't providing a lot of additional details. As a result, we may not be able to answer your questions today, but we look forward to sharing more details after the expected transaction closing in April as part of our first quarter conference call. Thank you for your time today and for your interest in ALLETE. At this time, I'll ask the operator to open up the line for your questions. Thank you. As a reminder, to ask a question, simply press star one on your telephone. To withdraw the question, press the pound or hash key. Again, that is star one to get in the queue. One moment while we compile the Q&A roster. We have a question from the line of Brian Russo with Sidoti & Company. Yeah. Hi, good morning. Hi, Brian. Hey, you know, just some of the financial metrics is with the acquisition, you know, maybe in terms of margins. I mean, I think you know, typically developers of utility-scale solar have EBITDA margins in the high single digits to low double digit range. Is that a fair assumption for New Energy? I'll ask Jeff to take that question. Thanks, Brian. Good morning, Brian. Certainly as Bethany mentioned, there'll be more to come after we close the transaction. Again, distributed solar is different than utility scale. Smaller projects, more projects and stronger economics. I think we'll talk a little bit more about net development fee as we move forward in this rather than margins, Brian. Got it. Just to clarify a comment earlier that higher returns. Higher returns than what? Than, ALLETE Clean Energy or, utility-like returns? Yeah, that's correct, Brian. That's what the reference was to. Okay, great. You know, if you had to compare, you know, New Energy, you know, with any other, you know, publicly traded peers or comps, you know, are there any, you know, that you could, you know, reference at this time? Brian, we see the distributed energies being part of a lot of other larger organizations, but not a direct comp that we could point people to. Like mentioned earlier, once the transaction closes, we'll be looking forward to engaging and telling the story in more detail, and providing you more information. Mm-hmm. Okay. Just to clarify, this will be a separate subsidiary under the ALLETE parent umbrella, so it's not part of ACE per se? Brian, this is Bethany. Yes, that's correct. Part of our clean energy segment. Okay. You know, this is outside of the target of at least 15% EPS growth at ALLETE Clean Energy, or is that, is this part of that target? It's a part of that target. Okay, got it. You know, you mentioned the term loan to finance the acquisition. If this doesn't change, you know, your last conveyed, you know, financing kind of strategy, you know, and outlook that I think was, you know, updated on the last conference call. Hi, Brian. Steven Morris. Yeah, we'll get into that more in Q1, as Bethany mentioned. But just so you know, that ALLETE intends to appropriately finance this acquisition over the long term and obviously in line with our credit ratings. Okay, got it. Thank you very much. Thank you. Our next question comes from Richard Sunderland with J.P. Morgan. Hi, good morning. Thanks for the update here. Curious if this transaction covers your storage aspirations or if you're still looking to make a move on that side. Thanks. I'll ask Jeff to take that question. Thank you. Good morning, Richard. We do see this as an opportunity to get into storage. We're seeing a lot of momentum on the community solar and storage combination. We also, this doesn't exclude us from looking at the utility scale as well. Understood. Any sense on development pace going forward versus the 80 MW closed in 2021? Again, more to come, Richard, but I think we'll be guiding towards that EBITDA number, and we think that's the appropriate one to show the growth off of. Megawatts are different, you know, different margins, different in different states. Again, more to come on that, Richard. Great. Thank you for the time today. Thank you. Thank you. As a reminder to ask a question, simply press star one on your telephone. We have a question from Paul Fremont with Mizuho. Hi. Congrats on the announcement. Thank you. Is there anything else you can share just in terms of the revenue characteristics of New Energy? I don't know, just in terms of contract length or customer concentrations. Yeah. Paul Fremont, we can talk about probably where they're strongest as far as regional. They have a strong presence in the Midwest and the Northeast. We can talk about, you know, the growth of their pipeline is, as Bethany mentioned, throughout 26 different states. I think at this point, again, we'll close the transaction and then get back out in front of all of you to tell the story in more detail. Maybe along the same lines, but in terms of the 2 gW in development, the timing on that, should we also be awaiting details as to how it folds into the CapEx plan? You have more details to come. Okay. I would say that it is consistent with our previously stated strategy of our investment in the renewable sector, $50 million-$150 million annually. We do think that this transaction allows us to be more efficient in our allocation of capital. Just in terms of tax credits, is this subject to HLBV accounting? With ownership, so again, that you're taking one step further here, Paul. If, with tax equity partnership, ALLETE isn't tax efficient, as you know. If we decide to go down the ownership path, it would be subject to HLBV. Okay. I appreciate the call. Last one for me. Maybe if there's just anything more you could share on how this sale process kinda came about. Was this an auction process or just something that you guys found that, Yeah. Struck a chord? Yeah. This is an area that we've been focused on here at ALLETE, and we've talked with all of you about, but we've been focused on it for over a year now, and we were involved. It's been a very liquid market. We're very grateful that we've been able to spend the last four-plus months in an exclusive arrangement with the New Energy team. We think it's been very collaborative. We think they're a really talented team, and it positions us really well to hit the ground running, so. Okay, thank you. Thanks. Thank you. This concludes our Q&A. I will turn the call back to Bethany Owen for her final remarks. Thank you for your interest in ALLETE. Thank you again for being with us this morning and for your interest in ALLETE. Have a great day. Thank you, ladies and gentlemen. This concludes our conference for today. You may now disconnect.
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