Vast Solar has agreed to combine with a special purpose acquisition company (SPAC) backed by Nabors Industries (NBR.N) in a deal which will take the Australian company public in New York at a valuation of up to $586 million, the companies told Reuters.
SPAC Nabors Energy Transition Corp (NETC.N) is combining with Sydney-based Vast, which has been developing proprietary technology in concentrated solar power (CSP).
Unlike more commonplace photovoltaic (PV) solar panels which convert light into electricity, CSP uses mirrors to focus sunlight onto a receiver, which gathers the sun’s energy as heat in sodium.
Since heat can be stored more effectively, CSP holds energy for longer periods of time than PV solar, helping to solve the latter’s intermittency when the sun goes down.
The combination with NETC will provide up to $351 million of gross proceeds. Vast’s business plans include building a utility-scale CSP plant – known as VS1 – in Port Augusta in South Australia, due to become operational in 2025, the companies told Reuters.
Vast also plans to combine its power generation technology with a facility on the same site producing green methanol.
The company believes its CSP technology will have a significant customer base in hot, arid climates including the U.S. Southwest, the Middle East and North Africa, and Australia.
Nabors is a global player in the oilfield services industry. Like other companies which made their names drilling oil and gas wells, the Houston-based company is looking to a future where fossil fuels hold a smaller role in the economy.
Vast Solar Pty Ltd. (“Vast” or the “Company”) has entered into a Business Combination Agreement with Nabors Energy Transition Corp. (“NETC”). The combined entity will be named Vast and is expected to be listed on the New York Stock Exchange (NYSE) under the ticker symbol “VSTE”, while remaining headquartered in Australia.
• Vast has developed a proprietary next-generation CSP system that provides clean, dispatchable renewable energy for utility-scale power, industrial heat and clean fuel production applications
• Vast’s technology is designed to overcome the manufacturability and reliability issues that slowed the adoption of conventional CSP technology and deliver a levelized cost of energy that is competitive with, or superior to, solar PV plus storage.
• The Company’s CSP system uses a distributed modular tower design and a sodium heat transfer loop to gather energy from the sun, which is then stored in molten salt for later dispatch as either power or heat. Sodium is a superior thermal conductor which is key to enabling Vast’s modular tower design, and the modular design delivers improved performance, lower cost and reduced risk relative to previous generations of CSP technology.
• To validate its technology, Vast constructed and operated from 2018 to 2020 a grid-connected 1.1 MW demonstration facility in Forbes, Australia.
• Vast’s business model is to develop CSP projects using the Company’s technology, supply the equipment required to construct those projects, and provide EPC and O&M services to those projects during and after construction.
• The Company is currently developing 230MW of projects, including a 30 MW grid-connected facility in Port Augusta, Australia that is expected to become operational in 2025, and a 20 ton per day solar methanol facility that will be co-located with and partially powered by the 30MW plant. Vast also has a multi-GW global pipeline of potential CSP projects.
• The IEA forecasts deployments of up to 430 GW of new CSP capacity globally by 2050 for on-grid applications alone. Furthermore, CSP deployment for other applications could reach more than a terawatt by 20501.
• NETC is an affiliate of Nabors Industries Ltd. (“Nabors”) (NYSE: NBR), and this transaction underscores Nabors’ commitment to the energy transition, extending its existing work on internal technology development and venture investments in clean, baseload and scalable energy technologies.
• The transaction is expected to provide gross proceeds of up to USD $351 million to Vast, comprised of up to USD $286 million from NETC’s trust account (before giving effect to potential redemptions), USD $15 million from each of Nabors and Vast’s existing owner (“AgCentral Energy”) to be funded in a combination of a pre-closing convertible note financing and a private placement of ordinary shares of Vast at closing, and a targeted minimum of USD $35 million of capital from third-party investors.
• Vast intends to use the proceeds from the transaction to fund project development activities in target markets, equity investments in CSP projects, deployment of manufacturing facilities, continued investment in research and development, pay fees and expenses related to the transaction, and for general corporate purposes.
• AgCentral Energy and the Company’s management will roll 100% of their interests in Vast into the combined company.
• The implied equity value of the combined company will be between approximately USD $305 million and USD $586 million depending on the level of redemptions. The transaction is expected to be completed during the second or third quarters of 2023.
?
HOUSTON & SYDNEY, AUSTRALIA, February 14, 2023 – Vast Solar Pty Ltd, a renewable energy company specializing in concentrated solar power (CSP) energy systems that generate zero-carbon, utility- scale electricity and industrial heat, and Nabors Energy Transition Corp. (NYSE: NETCU, NETC, NETCW) today announced a definitive agreement for a business combination (the “Transaction” or the “Business Combination”) that would result in Vast becoming a publicly-listed company on the NYSE under the ticker symbol “VSTE”.
?
World-Leading Innovator in Concentrated Solar Power
?
Founded in Australia in 2009, Vast’s proprietary CSP system uses a modular tower design and a unique sodium loop for heat transfer to efficiently capture and store solar heat for conversion into clean and renewable electricity and heat. The Company’s system is designed to deliver greater efficiency, simplified permitting, faster construction and more reliable operations when compared to conventional central tower CSP plants.
?
“Vast’s CSP technology collects and stores the sun’s energy during the day for delivery at any time, making around-the-clock, clean power a reality,” said Craig Wood, Chief Executive Officer of Vast.
“While the cost of wind and PV solar have declined significantly, their intermittency remains a key challenge that can only be addressed with storage. By providing clean, renewable energy with low-cost, long-duration storage, our CSP system can be incorporated as dispatchable generation in a way that is not possible using PV solar or wind with batteries. We are excited to partner with NETC to accelerate the deployment of our technology globally.”
?
“Vast has the potential to deliver low-cost, clean, renewable and dispatchable power and heat, a combination that no other technology has yet been able to achieve,” said Anthony Petrello, President and CEO of NETC and Chairman, President and CEO of Nabors.
“With our global footprint, technology and operations expertise, Nabors looks forward to supporting Vast and helping to extend the leadership role Vast has established in the CSP space. We believe the transaction will accelerate the deployment of Vast’s technology, while furthering Nabors’ commitment to “Energy Without Compromise” and support of companies on the cutting edge of advanced energy technology.”
?
Concentrated Solar Power Market
?
As the world transitions towards clean energy solutions, the total addressable market for CSP is poised to grow rapidly, with the International Energy Agency projecting new CSP deployments of up to 430 gigawatts by 2050 for on-grid applications alone2. Further CSP deployment for off-grid baseload-seeking projects, process heat applications, and as the energy input for green fuel production could reach more than a terawatt by 20503. Vast is uniquely positioned to seize opportunities that are in the market right now, as well as those that will develop as the market for CSP grows over the coming decades.
?
Vast Next-Generation CSP Technology
?
Vast’s proprietary CSP technology reflects and concentrates the sun’s rays onto solar receivers that capture the sun’s energy as heat in sodium, then transfer the heat to molten salt for high density storage. The stored heat can then be used to generate dispatchable clean power at night by generating steam for a turbine, produce heat directly for industrial purposes, or to deliver a mix of power and heat for the efficient production of green fuels such as green hydrogen, green methanol, sustainable aviation fuels, among others.
Vast’s CSP technology offers several advantages over conventional CSP technologies, including:
?
- Sodium Loop for Heat Transfer – use of sodium as the heat transfer fluid unlocks Vast’s modular tower design, enables superior thermal process control, and avoids the need to empty out and restart the solar receivers on a daily basis due to the risk of the molten salt freezing, as is the case with central tower technology. When compared to parabolic trough systems, sodium’s higher operating temperature relative to mineral oil delivers more efficient power cycles, and hence cheaper energy.
- Modularity – modular systems make better use of the heliostats (mirrors), achieving a 10-20% efficiency gain versus central tower designs, and they remove the single-point-of-failure risk inherent in central tower technology. Additionally, each module’s towers are smaller and less complex making them easier to permit, build, operate and maintain.
?
Vast’s technology was field validated and proven at the Company’s Forbes, Australia demonstration plant. The 1.1 MW facility successfully synchronized with the grid in 2018 and operated for nearly three years.
Commercial Project Pipeline
The Business Combination will provide Vast with capital to progress its multi-GW pipeline of projects, including four projects in various stages of development:
- VS1 Port Augusta – Funded by up to AUD $110 million in concessional financing from the Australian Government, and up to AUD $65 million non-dilutive grant from the Australian Renewable Energy Agency (ARENA), Vast is developing a 30 MW/288MWh CSP reference plant in Port Augusta, Australia. Utilizing CSP v3.0 technology, the facility will produce dispatchable renewable electricity on demand for 8 hours overnight.
- SM1 Port Augusta – The SM1 plant, a world-first green methanol commercial demonstration plant that is designed to produce 20 tons per day of solar methanol, will be fueled in part by the heat and electricity produced by the co-located VS1 Port Augusta reference plant. SM1 is being funded in part by the German-Australian Hydrogen Innovation and Technology Incubator, or HyGATE, via an approximately AUD $40 million non-dilutive grant.
- VS2 Mount Isa – The 50 MW North West Queensland Hybrid Power Project will combine a solar PV system for daytime power generation, CSP storage for night-time supply, and large-scale batteries and gas turbines for grid firming.
- VS3 Port Augusta – Permitting is already in place for an expected 150MW CSP plant that will be built on the same site as VS1 and SM1 following successful completion of those projects.
?
Alignment with Nabors’ Energy Transition Commitment
?
The Business Combination with Vast demonstrates the commitment that Nabors has made over the past several years to utilize its resources to support the energy transition and reduce carbon footprints globally. Since making this commitment to “Energy Without Compromise”, Nabors has utilized a three-pronged approach, pursuing internal technology development to decarbonize its operations and those of its customers, creating an ecosystem of venture investments in early stage advanced technology companies, and now lending support to Vast’s clean energy mission through the Business Combination with Nabors Energy Transition Corp.
?
“This transaction lies at the center of what we have been carefully creating and curating at Nabors over the past few years through investing in clean, baseload, scalable energy technologies” said Guillermo Sierra, VP of Energy Transition for NETC and VP of Strategic Initiatives for Nabors.
“This transaction should allow Vast’s proprietary CSP technology to be scaled and accelerated by leveraging our global energy technology and operational platform. We believe that Vast will play a key role in solving the storage and dispatch challenges faced by renewable energy and in facilitating the transition to green fuels by providing clean process heat.”
Transaction Overview
?
Subject to certain conditions, affiliates of Nabors and AgCentral Energy each committed up to $15 million of capital in a combination of a pre-closing convertible note financing and a private placement of ordinary shares of Vast at closing. The Company is targeting a minimum of USD 35 million of additional capital from other third-party investors.
?
At closing, the balance of NETC’s trust account, net of any redemptions and payment of transaction expenses, will be released to Vast. AgCentral Energy and management will roll 100% of their interests in Vast into the combined company, which the Company believes reflects their support for the combination, as well as confidence in the go-forward prospects for the combined company.
The implied pro forma equity value of Vast is expected to be between USD $305 million and USD $586 million depending on the level of redemptions. Vast’s existing management team will continue to lead the Company following the completion of the transaction.
?
Vast is expected to remain headquartered in Sydney, Australia.
?
The Transaction was unanimously approved by the Boards of Directors of NETC and Vast. Completion of the proposed Transaction is subject to customary closing conditions and is anticipated to occur in the second or third quarters of 2023.
?
Additional information about the proposed Transaction, including a copy of the business combination agreement and the investor presentation, will be provided in a Current Report on Form 8-K to be filed by NETC with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.
?
Extension
?
Under NETC’s amended and restated certificate of incorporation, Nabors Energy Transition Sponsor LLC (the “NETC Sponsor”), may deposit into the NETC’s trust account $2,760,000 to extend the date NETC has to consummate its initial business combination by an additional three months, up to two times. Affiliates of NETC Sponsor expect to deposit $2,760,000 into NETC’s trust account prior to February 18, 2023 to extend the date by which NETC has to consummate its initial business combination from February 18, 2023 to May 18, 2023.
