United States / Case studies

Case study · Renewable energy

What a decision-grade acquisition model actually contains

A buyer needed to decide on a utility-scale renewable-energy asset before it could negotiate, not after. Building the DCF, reading the contract, and pricing the downside turned an opportunity nobody could evaluate into one they could actually vote on — the same discipline a US buyer’s CPA, counsel and board expect before signing an asset purchase agreement.

  • Asset size Utility-scale asset
  • Deliverable Decision-grade feasibility
  • Scope DCF · contract · risk
The engagement

What was broken

A utility-scale renewable-energy asset needed feasibility, valuation, and risk assessment before acquisition.

What we did

We built a DCF model and analysed the offtake contract, statutory approvals, land risks, and downside scenarios. The result turned an uncertain opportunity into a decision-grade view the buyer could negotiate on.

Where it landed

We built a DCF model and analysed the offtake contract, statutory approvals, land risks, and downside scenarios. The result turned an uncertain opportunity into a decision-grade view the buyer could negotiate on.

The United States playbook

A feasibility model is a decision file, not a spreadsheet

A buyer evaluating an asset acquisition — a facility, an equipment fleet, a book of long-term contracts — is not asking "can we build a DCF." Anyone can build a DCF. The board, the lender and the buyer's own counsel are asking whether the assumptions behind it survive being read by someone who was not in the room when they were made: the revenue contract the asset depends on, the approvals and permits that stand behind its right to operate, the physical and title risks on the underlying property, and what the model looks like when the base case is wrong.

The engagement’s discipline transfers directly to a US asset deal: the model and the contract it depends on get read together. A DCF built on a revenue contract — a long-term offtake, a services agreement, a lease — is only as sound as that contract’s term, its termination rights, and what happens to the cash flow if the counterparty exits early. Reading the model without reading the contract is the single most common way a feasibility view turns out to be wrong after signing.

Governance before valuation: who has to say yes

Before a feasibility file goes to committee, a US buyer organized as a Delaware corporation needs to know whether the target purchase is even the corporation's to authorize on its own. Delaware General Corporation Law §271 lets a board sell, lease or exchange substantially all of a corporation's assets by board resolution plus a majority vote of the outstanding shares entitled to vote — the reciprocal rule matters just as much on the buy side, because if the asset being acquired represents substantially all of the SELLER's business, the buyer's counsel needs that stockholder vote confirmed before closing, not discovered afterward. A feasibility memo that skips the governance question is a valuation exercise pretending to be a decision.

That check belongs in the same document as the DCF, not a separate legal memo nobody cross-references: does the counterparty have the corporate authority to sell, and does the buyer have the authority — under its own charter and any investor consent rights — to buy. CapEasy prepares the financial model and the data-room read; the authority opinion itself runs through the buyer's counsel.

Purchase price allocation starts in the feasibility model, not after closing

A US asset acquisition that includes goodwill or going-concern value triggers Form 8594, the Asset Acquisition Statement — both buyer and seller file it, allocating the purchase price across the IRS's seven statutory asset classes (from cash and marketable securities through tangible operating assets, Section 197 intangibles, and finally goodwill in Class VII), attached to the return for the year the sale closes. The two parties are required to use consistent allocations, and a mismatch is exactly the kind of thing an IRS examiner notices without needing to look hard.

The practical implication for a feasibility model: the class-by-class allocation the model implies — how much value sits in the physical asset versus the contract versus goodwill — should be visible in the model's own outputs before the purchase agreement is drafted, not reverse-engineered from a signed price. A model that only produces one blended valuation number leaves the allocation fight for after closing, when the buyer has the least leverage to negotiate it. Filing Form 8594 itself runs through the buyer's CPA; CapEasy's part is building the model in a shape the allocation schedule can be pulled straight out of.

Pricing the downside is the deliverable, not a sensitivity tab

The engagement's outcome was not a valuation — it was a "decision-grade" view, meaning the buyer could negotiate on it. That distinction is the whole point of a feasibility model built for a real transaction rather than an internal forecast: every material risk that could break the base case — a permit renewal that doesn't clear, a counterparty default on the underlying contract, a title or land-use dispute — gets its own scenario with its own effect on the valuation, not a single "-10% haircut" tab bolted on at the end.

That is what turns a model into something a CFO, a lender and a board can actually act on: not "the asset is worth X," but "the asset is worth X if the contract holds, Y if it doesn't, and here is the probability-weighted range we're negotiating inside." A buyer's agency, CPA or investment committee reading a feasibility file is checking for exactly this — whether the risk was modeled or just mentioned.

What to take from it

  1. A feasibility model and the revenue contract it depends on get read together — a DCF built without the contract's termination terms is a guess with decimal points.
  2. Confirm the governance question before the valuation question: does the counterparty (and the buyer) actually have the corporate authority to do this deal.
  3. Purchase price allocation is not a post-closing task — the class-by-class split that Form 8594 will require should be visible in the model before the purchase agreement is signed.
  4. A decision-grade model prices the downside scenario by scenario, not as a single haircut applied to the base case.
  5. The deliverable a buyer's committee actually needs is a range they can negotiate inside, not a single valuation number.

Primary sources

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