Trinasolar’s module manufacturing assets in Texas sold to FREYR Battery
The morning after the U.S. presidential election, Trina Solar and FREYR Battery announced an agreement for FREYR to acquire the U.S. solar manufacturing assets of Trina Solar, specifically the 5 GW, 1.35 million sq ft solar module manufacturing facility in Wilmer, Texas, that started production on Nov. 1, 2024.
The facility is expected to ramp up to full production in 2025 with 30% of estimated production volumes backed by firm offtake contracts with U.S. customers.
Upon closing of the transaction, FREYR will execute a multi-phase strategic plan to establish a vertically integrated U.S. solar manufacturing footprint. The next phase of the plan will be to construct a 5 GW solar cell manufacturing facility in the U.S. Site selection is underway and FREYR is targeting a start of construction in 2Q 2025 with anticipated first solar cell production in 2H 2026.
“We are pleased to announce this transformative transaction, which will immediately position the Company as one of the leading solar manufacturing companies in the U.S. We are proud to be partnered with Trina Solar, a global manufacturing and solar technology leader.” commented Daniel Barcelo, FREYR’s newly appointed Chief Executive Officer. “Domestic manufacturing capacity for solar and batteries is essential for energy transition and job creation. The U.S. was once the global leader in solar, and it can be again.”
The transaction is expected to close year end 2024, subject to certain customary conditions.
For FREYR, the creation of a U.S.-owned and operated company that can provide a turnkey solar technology solution is expected to solve a bottleneck for developers, create up to 1,800 direct jobs, satisfy local content requirements for U.S. solar projects, and competitively differentiate FREYR.
Trina Solar established this U.S. manufacturing hub to serve U.S. customers, but the uncertainty of provisions in the Inflation Reduction Act (IRA) under another Trump administration may have prompted a shift in strategy.
Financial terms
Under the terms of the transaction agreement at closing, the total consideration to Trina Solar will consist of $100 million of cash, $50 million repayment of an intercompany loan, $150 million loan note, 9.9% of FREYR outstanding common stock, and an $80 million convertible loan note that would convert into an additional 11.5% of FREYR outstanding common stock after certain conditions are satisfied.
FREYR has secured a $100 million commitment for the issuance of preferred stock to Encompass Capital Advisors LLC and $14.8 million for a private placement of 7.0% of FREYR outstanding common stock to Ms. Chunyan Wu, a co-founder and significant shareholder of Trina Solar. The funds will be used for general operational and working capital purposes.
In anticipation of the closing of the transaction and the start of solar module production at the Wilmer, Texas facility in Q4 2024, FREYR is initiating 2025 EBITDA guidance of $75 – $125 million and expects to exit 2025 at full-year run rate EBIDTA of $175 – $225 million.
FREYR European assets
FREYR is implementing a value optimization and monetization initiative in Europe to align with the Company’s strategy to focus on vertically integrating the U.S. solar business. As CEO of FREYR Europe, Tom Einar Jensen will oversee the process.
The Company has terminated its SemiSold technology license with 24M Technologies. Pursuant to the termination of the 24M license agreement, FREYR has no remaining financial obligations to 24M and no longer holds any equity ownership interest in 24M.
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