Array Technologies (ARRY) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands product portfolio into engineered foundation solutions and fixed-tilt racking systems, addressing challenging soil conditions and evolving customer needs for integrated solutions.

• Increases addressable market by nearly 40%, enabling entry into the fixed-tilt segment and access to a $1.2 billion utility-scale tracker foundations market.

• Enhances ability to serve diverse geographies and project types, supporting broader strategic goals in the U.S. market.

• Strengthens U.S. manufacturing footprint and leverages domestic content incentives for competitive advantage.

• Founders and senior management to remain post-transaction, ensuring continuity and cultural fit.

Financial terms and conditions

• Total purchase price is $210 million, with 80% paid in cash at closing and 20% deferred over two years, contingent on key employee retention.

• Transaction enterprise value is approximately $179 million, or 7.6x trailing 12 months EBITDA excluding 45X credits.

• Earnout up to $40 million in stock, tied to EBITDA targets over three years, with a cap of $90 million.

• Tax step-up in basis and other attributes expected to generate up to $49 million in tax savings ($31 million NPV).

• Transaction is expected to be immediately accretive to adjusted EPS before synergies and is funded with cash on hand.

Synergies and expected cost savings

• Cost synergies anticipated through sourcing efficiencies, manufacturing optimization, warehousing, logistics, and streamlined corporate costs.

• Revenue synergies expected from integrated offerings, increased channel access, cross-selling, and higher average order sizes without incremental sales costs.

• Integration of supply chain best practices and manufacturing footprint to reduce logistics costs and improve delivery timelines.

• Integrated tracker plus foundation system expected to unlock new opportunities and value for customers.

• Anticipated operational efficiencies and expanded resources for scaling business.