2019 Accounting Workshop: Renewable Energy M&A and Tax Policy, Study notes of Accounting

Download 2019 Accounting Workshop: Renewable Energy M&A and Tax Policy and more Study notes Accounting in PDF only on Docsity! 2019 ACCOUNTING WORKSHOP Wednesday, October 23, 2019 7:30 am – 8:30 am Registration and Breakfast 8:30 am – 8:45 am Welcome and Introductions 8:45 am – 9:45 am Session I: State of the U.S. Market and Long Term Outlook (Wood Mackenzie Power and Renewables) for U.S. Solar, Storage and Wind • Presentations on the near and long term market outlook for U.S. Renewables • Discussion on key renewable trends • M&A market outlook • Power curves 9:45 am – 11:15 am Session II: Current and Evolving Landscape of the M&A Market and Key Financing Factors to Consider for a Platform and Asset Acquisition • Presentation by CohnReznick Capital and Interactive Discussion on the following: o Current M&A market trends o Project, Sponsor and Tax Equity Yields/IRR o Tax Equity Landscape o How to be more competitive/key differentiators in the M&A process o What should buyers consider when acquiring a platform o What should buyers consider when acquiring project(s) o Bidding Strategies o Managing the M&A Process o Valuation of platform, projects and pipelines o Key risk areas in the acquisition process and how to mitigate o Key assumptions when valuing platform and project acquisitions o The impact of future power curves on deal execution o Presentation on the changing dynamics of renewable energy asset sell downs 11:15 am – 11:30 am Break 11:30 am – 12:00 pm Session III: Key Legislative and Tax Policy Updates • Presentation on important policy decisions and their impact • Key federal, state tax and legislative matters • Other legislative and industry matters 12:00 pm – 12:30 pm Session IV: Begun Construction Requirements Presentation on factors to consider when either safe harboring assets or using the physical work test • Best practices for safe harboring assets and the mysterious 3 ½ month rule Risks and pitfalls that buyers should be aware of when acquiring safe harbored assets 12:30 pm – 1:30 pm Lunch 1:30 pm – 2:30 pm Session V: Technical Due Diligence Presentation • Presentation by a nationally recognized Independent Engineering Firm on Key Factors and Risk Areas to consider when performing Technical Due Diligence on the acquisition of renewable energy projects 2:30 pm – 3:30 pm Session VI: Legal Due Diligence Presentation • Walkthrough and Presentation by a nationally recognized law firm on the key legal and tax structuring issues to consider when acquiring a renewable energy platform, projects and pipeline and how to mitigate the risk areas 3:30 pm – 4:00 pm Break 4:00 pm – 5:15 pm Session VII: Navigating Accounting Treatment of Sell-Downs • Walk through of the accounting construct for: o Acquiring a renewable project o Selling 100% of a renewable project to a third party o Selling an interest (sell down) of a renewable project to a third party o Selling or assigning a renewable project under common control o Accounting for tax equity partnership buy-outs 5:15 pm – 5:30 pm Wrap up and Q&A 5:30 pm – 7:00 pm Cocktail Reception Thursday, October 24, 2019 7:45 am – 8:30 am Breakfast 8:30 am – 10:00 am Session VIII: CohnReznick Presentation on Key Tax Issues and Considerations during the M&A Due Diligence Process • How to get comfortable with the model tax assumptions • Important tax assumptions to consider in the financial model • Tax indemnities & guarantees • What are you acquiring: o Corporation o Manager member interest o Disregarded entity o A business o Group of assets o Purchase price allocations • Step ups and step downs o What information is needed and how to calculate these items o What are the implications to the buyer and the seller • DROs • Sell down tax treatment • Inbound international tax considerations • Sales and use tax risk areas and due diligence procedures • Property Tax risk areas during the due diligence process 10:00 am – 10:15 am Break 10:15 am – 11:30 am Session IX: Financial Accounting Key Due Diligence Procedures during the M&A Process • Presentation by CohnReznick on key risk areas to consider when acquiring platforms, project(s), pipelines o SREC accounting o Prepaid SRECs