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Vivint Solar ( VSLR ) junked its sale to SunEdison ( SUNE ) early Tuesday, only four days after SunEd settled with Latin America Power shareholders for $28.5 million, having terminated the acquisition of that company in October. SunEd shareholders had been leery of the deal, and SunEdison stock rocketed 10% as of early afternoon trading on the stock market today , though it was still holding just barely above 2. The stock is nearly 95% off its 2015 high of 33.45, achieved July 20 — the day the company announced its bid to acquire installer Vivint Solar. Under that agreement, SunEdison had until Feb. 26 to close the deal, and the company had ignored a pair of Vivint Solar notices stating as much, according to an 8-K filed by Vivint Solar early Tuesday. The deal would have been vacated March 18. Legal Overhang Preferred? SunEdison’s financials are seemingly too constrained to close the deal, Vivint Solar wrote. Last week, SunEdison delayed its 10-K filing , citing an ongoing investigation into its liquidity, and suspended a dividend program. Also last week, rumors surfaced that banks backing the Vivint Solar acquisition might pull their funding amid SunEdison’s tenuous financial position. SunEdison representatives declined to comment on Monday and didn’t immediately return an email Tuesday. In its filing, Vivint Solar said, “SunEdison’s representatives subsequently have informed the company that SunEdison is unable to the cause the closing to occur in the foreseeable future.” The company plans to seek all “legal remedies available to it in respect of such willful breach.” The legal overhang is preferable to acquiring Vivint Solar, S&P Global Market Intelligence analyst Angelo Zino told IBD on Monday, before the deal was terminated. Under the original deal, SunEdison is required to pay Vivint Solar a $34 million breakup fee. “I think investors would rather see the deal not close and handle an undisclosed legal settlement fee at some point in the future,” Zino said. But he said it doesn’t behoove Vivint Solar to force SunEdison into a bankruptcy. Hyper-Growth Plan Backfired Like SunEdison shares, Vivint Solar stock has plunged since July 20. Shares jumped 45% that day, but they then fell more than 65% through Monday’s close. Vivint Solar’s fall on Wall Street, and pressure from SunEd activist investor Appaloosa Management, forced SunEdison to cut its bid on Vivint Solar in December. In midday trading Tuesday, Vivint Solar stock was down 21%, just above 4. Vivint has been the No. 2 U.S. residential solar installer, behind SolarCity ( SCTY ). SolarCity stock was up 2% early Tuesday afternoon. “Vivint Solar fundamentals have been deteriorating,” Zino said on Monday. Appaloosa owns 9.5% of SunEd yield company TerraForm Power ( TERP ). SunEdison planned to tap TerraForm Power and fellow yieldco TerraForm Global ( GLBL ) to fund its plan for hyper-growth via acquisitions, Zino said. TerraForm Global filed its IPO less than two weeks after the Vivint Solar bid was announced. Investor sentiment quickly soured on the yieldco model, taking SunEdison stock down with it. “SunEdison had a growth type of mentality, looking to aggressively spend on acquisitions and fund it via these yieldco vehicles,” Zino said. “So once that Vivint Solar transaction was announced, some investors got concerned they were maybe doing too much.” The Vivint Solar purchase was sold to SunEdison investors as a way to complete SunEd’s portfolio, he said. SunEdison planned to drop Vivint Solar’s 922-megawatt rooftop portfolio down to TerraForm Power. Appaloosa tried to prevent that, noting the rooftop assets were embroiled in debt. A judge tossed Appaloosa’s injunction last week — now a moot point, Credit Suisse analyst Patrick Jobin wrote in a research report Tuesday. TerraForm Power stock shot up as much as 15% Tuesday, on the failed Vivint Solar transaction, and was up more than 4%, near 10.65, in early afternoon trading. Before Tuesday, its shares had fallen nearly 70% since July 20. SunEdison Liquidity Questioned The vacated Vivint Solar bid frees SunEdison’s near-term liquidity by $206 million, Jobin wrote. But it also highlights how precarious SunEdison’s liquidity actually is. “Lest we forget, SunEdison has an ongoing board investigation into allegations from former executives that the company misrepresented their liquidity position, and has delayed filing their 10-K,” he wrote. Jobin maintained his neutral position and 3 price target on SunEdison stock. Zino reiterated his hold rating on SunEdison stock. Financially, it no longer makes sense to drop assets down to TerraForm Power and TerraForm Global, Zino told IBD. Like No. 1 and No. 2 solar companies First Solar ( FSLR ) and SunPower ( SPWR ), SunEdison ought to be selling assets to third-party project developers — the “lifeblood” of the solar industry. “The fact SunEdison hasn’t been able to sell projects here in recent months, it raises a lot of questions for us,” he said. “What does the market actually look like for SunEdison’s projects?” Project developers like Dominion ( D ) buy solar assets, providing up-front capital financing. SunEdison can’t afford to keep large-scale projects on its already tight balance sheet. But the third-party market could be sour on SunEdison’s assets, Zino said. “The third-party market looks good for SunPower and First Solar,” he said. “We haven’t seen any problems on their end selling projects and generating cash. But the pricing environment for SunEdison may not be the same as it is for their competitors.” Scalper1 News
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