North American Power & Utilities Deals*—Q1 2015 Quarter in review “Despite the overall drop in first quarter deal activity compared to last quarter, we see deals being accomplished throughout the industry landscape including regulated, renewable, and non-renewable generation deals. Although we saw a significant drop in renewable deal activity compared to the fourth quarter of 2014, we see strong interest in contracted renewable assets and renewable development pipelines that will help to deploy and execute on the YieldCo business model.” Jeremy Fago, US Power & Utilities Deals Leader Key trends in Q1 2015 • This quarter, we saw a large decrease in the volume and value of deals greater than $50 million, when compared with the previous quarter. However, the value of deals was slightly higher than the first quarter of 2014, while volume remained the same. • There were 7 deals greater than $50 million this quarter, compared to 22 the previous quarter and 7 during the first quarter of 2014. • Total deal value decreased by 61% from the previous quarter from $17.4 billion to $6.8 billion. • Strategic investors accounted for 87% of deals by value, up from 65% during the previous quarter. In terms of deal type, corporate deals rose slightly to 74% of deals by value, up from 72% of deals by value during the previous quarter. • Inbound deals declined this quarter to 6% of deals by value from 8% the previous quarter. • Renewable deals declined and represented a smaller portion of total deal value at 6%, down from 28% the previous quarter. • Average deal size increased 23% from the previous quarter from $790 million to $972 million. • There was 1 mega deal this quarter (deal value > $1 billion), valued at $4.7 billion, compared with 4 mega deals in the previous quarter totaling $12.7 billion. Q1 2015 vs. Q1 2014 comparison • When compared to the first quarter of 2014, total deal value increased by 55% from $4.4 billion to $6.8 billion. Average deal size also increased by 55%, as compared to the first quarter of 2014. Deals > USD 50 Million All deals Deals >USD 50 million Period Number Number Value (USD million) Average value (USD million) Q1 2014 34 7 4,385 626 Q2 2014 43 13 34,869 2,682 Q3 2014 43 12 11,089 924 Q4 2014 43 22 17,388 790 Q1 2015 46 7 6,804 972 By transaction value (USD million) 40,000 $34,869 35,000 30,000 25,000 $17,388 20,000 15,000 10,000 5,000 By Investor Group $11,089 $6,804 $4,385 Q1 2014 Q2 2014 Q3 2014 Value (USD million) By Transaction Type 13% 26% 74% 87% Source: Thomson Reuters, S&P Capital IQ, PwC analysis Strategic Buyer Financial Buyer Corporate * North American power deals provides a summary of the most recent non-regulated power generation and regulated utility (electric, gas and water) transaction activity. Assets Q4 2014 Q1 2015 North American Power & Utilities Deals—Q1 2015 Rank 1 Deal Value of Transaction (USD million) Acquirer Name 4,731 Iberdrola USA, Inc. Target Name UIL Holdings Corporation Corp or Asset Corp Strategic or Financial Strategic Announced Date Deal Summary 2/26/15 US - On February 26, 2015 Iberdrola USA, Inc. (Iberdrola), a unit of Iberdrola SA, definitively agreed to merge with UIL Holdings Corporation (UIL), a New Haven-based electric utility holding company, for USD 52.75 per share, or a total value of USD 4.7 billion, including net debt, to create a newly listed US publicly-traded company (NewCo). The consideration was to consist of USD 10.5 in cash per share and USD 2.389 billion in NewCo shares. Upon completion, Iberdrola and UIL shareholders were to own 81.5% interest and 18.5% stake of NewCo, respectively. 2/3/15 US - On February 3, 2015 Macquarie Infrastructure Company, a majority owned-unit of Macquarie Group Ltd, definitively agreed to acquire the Bayonne Energy Center, a Bayonne-based gas-fired electric power generation facility, ultimately owned by ArcLight Capital Partners LLC (ArcLight), for an estimated USD 720 million. The consideration was to consist of USD 210 million in cash and the assumption of USD 510 million in liabilities. 3/6/15 Florida Power & Light Company agreed to acquire CBAS Power, Inc., the owner of a coal-fired power facility, from CBAS Power Holdings, LLC for USD 521 million on March 6, 2015. The deal is subject to approval by the Florida Public Service Commission. 2 720 Macquarie InfrastructureBayonne Energy Center, LLC Company Asset Financial 3 521 Florida Power & Light Company CBAS Power, Inc. Asset Strategic 4 340 Tennessee Valley Authority Choctaw Combined Cycle Power Plant Asset Strategic 2/12/15 US - On February 12, 2015 State-owned Tennessee Valley Authority agreed to acquire the 764 MW Choctaw gas-fired power facility from Quantum Choctaw Power LLC, a unit of Quantum Choctaw Power Holdings LLC, for USD 340 million. 5 265 Canadian Solar Inc. Recurrent Energy, LLC Corp Strategic 2/2/15 Canadian Solar Inc. agreed to acquire Recurrent Energy, LLC from Sharp US Holding Inc. for USD 265 million in cash on February 2, 2015. The deal is subject to regulatory approval. 6 175 Northleaf Capital Partners Ltd Ormat Technologies Inc. Geothermal and Recovered Energy Power Plants Asset Financial 2/5/15 7 53 Alaska Industrial Development and Export Authority Pentex Alaska Natural Gas Company, LLC Corp Strategic 1/28/15 8 47 TerraForm Power, Inc. Distributed Generation Solar Power Plants Asset Strategic 1/7/15 9 38 Taykwa Tagamou 37.5% stake in Phase III Solar Nation and Wahgoshig Projects in Northern Ontario First Nation Asset Strategic 1/12/15 10 22 Crius Energy LLC Corp Strategic 2/17/15 US - On February 5, 2015 Northleaf Capital Partners Ltd of Canada agreed to acquire a 40% stake in 11 power plants located in Hawaii and Nevada, of Ormat Technologies Inc., a Reno- based owner and operator of geothermal and recovered energy-based power plants, a unit of Ormat Industries Ltd, for USD 175 million, via a privately negotiated transaction, in the formation of a joint venture. Alaska Industrial Development and Export Authority (AIDEA) signed a letter of intent to acquire Pentex Alaska Natural Gas Company, LLC for USD 53 million on January 28, 2015. As a part of the transaction, AIDEA will acquire Fairbanks Natural Gas. The transaction is subject to consummation of due diligence and approval of the Board of AIDEA. On January 7, 2015 TerraForm Power, Inc. (NasdaqGS:TERP) announced the acquisition of 26 MW of distributed generation solar power plants from SunEdison, Inc. (NYSE:SUNE) for USD 47 million in cash. TerraForm Power, Inc. has funded the consideration with cash on hand and secured USD 24 million of tax equity financing secured from Barclays, Citi, and JPM Capital. Taykwa Tagamou Nation and Wahgoshig First Nation signed a purchase and sale agreement to acquire a 37.5% stake in Phase III Solar Projects in Northern Ontario from Northland Power Inc. for CAD 46 million (USD 38 million) on January 12, 2015. The deal is subject to the achievement of certain conditions and receipt of third party approvals. US - On February 17, 2015 Crius Energy LLC, a unit of Crius Energy Trust, agreed to acquire the entire share capital of TriEagle Energy, LP, a Woodlands-based provider of retail energy services, for USD 22 million. The consideration was to consist of USD 19 million in cash and USD 3 million in units. TriEagle Energy, LP © 2015 PricewaterhouseCoopers LLP, a Delaware limited liability partnership. All rights reserved. PwC refers to the US member firm, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors.