Italy: Photovoltaic portfolios. Assignment of corona superbonus

Italy is and remains an interesting country for investments in the area of renewable energy. The secondary market for small and medium-sized photovoltaic systems (PV systems) offers good investment opportunities with the goal of building up photovoltaic portfolios. In addition to this, the disaster of the Covid-19 pandemic has brought something positive. The Italian government has introduced a tax deduction (referred to as the superbonus) of 110 percent of the costs implemented for energy efficiency measures, which include buildings and installations with photovoltaic systems. The superbonus can be re-assigned by the beneficiaries.

Standardisation of the purchase and investment process

What matters most when creating a portfolio of small and medium-sized PV systems (with a capacity ranging from approx. 600 kW to approx. 3 MW), is standardising the purchase and investment process. The larger the portfolio, the higher the returns. An efficient investment model is particularly important.

An investment process like this requires the following standard documents in particular:

• a non-binding offer template with a purchase price on a defined reference date;
• an efficient due diligence process;
• a standard purchase agreement (quota purchase agreement), which should be fairly balanced between the buyer and seller, and should contain such clauses (R&P, indemnification, CAP, de minimis, etc.), that the vendor party will normally expect because market standard, in order to avoid unnecessary negotiations;
• an efficient and rapid post-closing phase, as part of which, following the closing and based on the final balance sheet on the date of closing (Closing Date) checks are carried out to ensure that all the agreed expenses/liabilities are in line with the final purchase price calculation;
• an escrow deposit (Escrow), normally be about 10 per cent of the purchase price, which is made in order to cover any claims by the buyer against the seller for expenses/liabilities (leakages) not covered by the contract and not agreed upon at the reference date;
• further Escrows, where amounts are deposited to cover potential risks determined during the due diligence.

Determination of the final purchase price

As a basis for negotiation, the purchase price is usually agreed to be the enterprise value debt/cash free as of a specific reference date. The final purchase price at the closing (“equity value”) is determined on the basis of a balance sheet drawn up as of the reference date. Net financial liabilities and, if present, any shortfalls in the agreed level of current assets, must either be deducted from the final purchase price or transferred to the buyer after the closing from the escrow deposit as part of the post-closing process. In the reverse case, the escrow amount should be transferred to the seller.

Improvements

Improvements include measures of a technical, economic and financial nature that allow a subsequent increase in the actual returns of the investment. Technical improvements might be, for example, the replacement of components (modules, inverters, etc.) to increase the electricity generated. Economic improvement measures might include the use of a single service provider for the entire portfolio (O&M, safety, insurance, etc.). Financial improvements are mainly found in the optimisation of existing financing terms by renegotiating or completely refinancing the entire portfolio. The latter currently offers great opportunities to increase returns at the portfolio level.

COVID-19 superbonus for energy efficiency measures and re-assignment

During the Corona-19 pandemic, Italy has adopted a package that increases the existing tax deductions for energy efficiency measures from 50 or 60 to 110 percent of the expenses. The term of the tax deduction has been reduced from 10 to 5 years. The superbonus applies to the installation of photovoltaic systems and solar thermal energy, as well as to heat-insulating windows, among other things. To qualify, the specified measures must be linked either to improving heat insulation of buildings or to the replacement of oil or gas heating by heat pumps, possibly also through geothermal systems. The energy classes of the buildings or apartments must improve by at least two classes on the energy scale.

The beneficiaries of the superbonus can claim it by deducting a discount from the purchase price from the supplier, or by re-assigning it to the supplier.

Conclusion

The creation of portfolios of small and medium-sized photovoltaic systems in Italy may represent an interesting investment opportunity. The purchasing process should be standardised and managed in a consistent way. There are market players who have already introduced the model and have been very successful with it. Especially by making improvements to the investments, there are good chances of increasing the returns. With the 110 percent Covid-19 superbonus, investors can consider investing in those companies that are making lucrative margins thanks to the discounted assignment of the tax deduction, or even getting into this business themselves.