SAN RAMON, Calif.–(BUSINESS WIRE)–Complete Solar and Solaria today announced the completion of their previously announced merger, forming Complete Solaria. This strategic merger brings together two highly complementary businesses to form a vertically integrated business model, delivering end-to-end residential solar solutions.
“We are thrilled to announce the completion of the merger between Complete Solar and Solaria. This merger redefines residential solar with breakthrough technology, services, and operational excellence, to empower sales and installation partners to scale up and increase the adoption of residential solar,” said Will Anderson, who will lead the Company as Chief Executive Officer. “Our customers and partners can expect the same high level of attention we have always provided and more. Complete Solaria’s combined assets and vertically integrated business model are positioned to deliver a unique end-to-end experience for homeowners, offering premium, beautiful solar products, best-in-class technology, access to financing, and superior project fulfilment and service.”
Tony Alvarez, the Company’s President added, “I’m extremely excited about what the combination of Complete Solar and Solaria will be able to achieve. Solaria’s dealers and distributors will benefit from access to Complete Solar’s sales partners and digital platform, and Complete Solar’s partners will benefit from the ability to offer the industry’s leading premium solar panel. We couldn’t be happier to join with Complete Solar and make progress toward our shared vision of a clean energy future.”
Creating a New Standard for the Adoption of Solar
The combination of these two companies establishes Complete Solaria as a full system operator, with a compelling customer offering with best-in-class technology, financing, and project fulfilment, that will enable the Company to sell more product across more geographies in the United States and Europe.
Organic growth is projected to be strong, as Complete Solaria’s asset-light model, secure supply network, and additional macro tailwinds from the Inflation Reduction Act (the “IRA”) support the Company’s strong investment and value creation profile. This coupled with rebates, tax credits, electric vehicle promotions, and other initiatives outlined in the IRA lay the foundation for significant solar adoption in the U.S., furthering Complete Solaria’s expected growth initiatives and expansion opportunities.
On a pro forma combined basis, Complete Solaria generated $80 million in revenue in 2020, which is projected to increase to over $120 million in 2022, and more than double to approximately $285 million in 2023, with the expectation of achieving breakeven EBITDA in the second half of 2023. Supported by the synergies underlying the merger of Complete Solar and Solaria, the Company expects to achieve profitability in 2024.
Business Combination with Freedom
The completion of the merger between Complete Solar and Solaria satisfies one of the conditions to closing of the previously announced business combination between Complete Solaria and Freedom Acquisition I Corp. (NYSE: FACT) (“Freedom”), which is expected to close in the first half of 2023, subject to the satisfaction of customary closing conditions. The business combination with Freedom is supported by strong strategic relationships, including financial backing from the Carlyle Group and T.J. Rodgers, who were both investors in Solaria. Freedom, led by Tidjane Thiam, Adam Gishen, and Edward Zeng, will also retain a stake in the combined company following the closing.
The business combination with Freedom is expected to provide gross proceeds of $376 million, prior to any potential redemptions and payment of transaction expenses, which includes $346 million of cash held in Freedom’s trust account and promissory notes from certain investors. Under the terms of the business combination agreement, all shareholders of Freedom who do not exercise their redemption rights will roll their equity holdings into the new combined company.
Additional information about the proposed business combination, including a copy of the business combination agreement, related ancillary agreements, and an investor presentation, can be found in the Current Report on Form 8-K filed by Freedom with the Securities and Exchange Commission (the “SEC”) on October 4, 2022. More information about the proposed business combination will also be described in Freedom’s proxy statement/prospectus relation thereto, which Freedom will file with the SEC and will be available at www.sec.gov.
For the merger between Solaria and Complete Solar, Cooley LLP served as legal advisor to Solaria, and Pillsbury Winthrop Shaw Pittman LLP served as legal advisor to Complete Solar.
With respect to the proposed business combination between Complete Solaria and Freedom, Marathon Capital LLC is acting as Lead Capital Markets Advisor and Cooley LLP is serving as legal advisor for Complete Solaria. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as Lead Capital Markets Advisor and Paul Hastings LLP is serving as legal advisor for Freedom.
About Complete Solaria
Complete Solaria is a solar company with a unique end-to-end customer offering, technology, which is expected to include financing, project fulfilment, and service allowing the combined company to sell more products across more markets and enable a package of financing options for customers wishing to make the switch to a more energy-efficient existence. To learn more, visit: www.completesolar.com/solaria.
Freedom is a blank check company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with one or more businesses. Freedom is led by the Executive Chairman Tidjane Thiam, who previously served as CEO of Credit Suisse and Prudential. Senior management of Freedom also includes Chief Executive Officer Adam Gishen, and Edward Zeng, a proven entrepreneur with a strong track record of creating value for investors across financial services, technology and energy transition sectors. To learn more about Freedom, visit www.freedomac1.com.