Troubled commodities trader Noble Group said it will sell its North American energy-trading unit for $1.05 billion to Texan utility Calpine, (CPN) rounding out a $2 billion fundraising drive to pay down ballooning debts.
Calpine, the U.S.'s biggest electricity generator from natural gas and thermal inputs, will pay $800 million in cash for Noble Americas Energy Solutions, or NAES, and provide a further $248 million to refund working capital at the unit, according to the seller.
Calpine said the deal would cost about $700 million in net cash by the end of the first year taking into account financing overlaps that could be unwound and hedges owned by the Noble unit. Based on that figure the deal values the unit at about five times forecast adjusted Ebitda, according to Calpine.
"Financially, this transaction is highly cash flow and credit accretive, given a rapidly amortizing bridge loan, the achievement of collateral synergies and the ongoing generation of stable and substantial cash flows," said Calpine president and co-CEO Thad Hill, pictured, in a statement. "In addition to expanding our retail customer sales channels and product offerings, we will more than double the volume of retail load we are capable of serving across the country from our complementary wholesale power generation fleet."
San Diego-based Noble Americas Energy Solutions buys wholesale energy and resells it to retail customers in 18 states, including California, Texas and across the Mid-Atlantic and Northeastern United States.
The unit was considered a core asset for Noble up until May this year when the-then CEO Yusuf Alireza unexpectedly resigned. Noble's new leaders, co-CEOs Jeff Frase and Will Randall, immediately tapped Morgan Stanley and HSBC to find a buyer for the business.
"The sale of NAES substantially completes the $2 billion capital raising initiative that we announced in June," said Frase and Randall in a statement. "With this divestiture, Noble will continue to reduce debt while also funding growth opportunities in our high return businesses."
Noble has been battling to restore confidence following a collapse in commodity prices that have hurt earnings and led to an almost 60% slump in its share price over the past year. Moody's in August cut Noble's credit rating to B2 from Ba3 after the trader received a waiver from creditors when it breached a covenant on a newly renegotiated credit facility.
Noble had net debt of $3.92 billion at the end of June, up from $3.69 billion a year earlier.
Calpine will fund the acquisition using a $550 million bridge loan and will use a further $260 million of loans to fund working capital. The deal is expected to close before the end of the year.
Noble's Singapore-listed shares traded Monday at S$0.205 ($0.15), up S$0.013, or 6.8%, on their Friday close, leaving the group with a market capitalization of about S$2.65 billion. Calpine shares closed Friday at $12.55, up 1.7%. The company has a market capitalization of about $4.6 billion.