FREYR Battery Agrees to Acquire Trina Solar’s U.S. Manufacturing Assets in $340M Deal

Deal Overview

FREYR Battery (NYSE: FREY) has entered into an agreement to acquire the U.S. solar manufacturing assets of Trina Solar Co Ltd (SHA: 688599) in a transaction the Norwegian-American battery company is calling transformative. Headline consideration is $340 million, structured across cash, debt and equity components, with closing expected around year-end 2024.

The centerpiece of the proposed transaction is a 5 GW solar module manufacturing facility in Wilmer, Texas, located roughly 17 miles south of Dallas. The 1.35 million square foot plant began module production on November 1, 2024, and is expected to ramp to full capacity over a 12-month period. Approximately 30% of estimated production volumes are backed by firm offtake contracts with U.S. customers at signing.

The deal marks a significant strategic pivot for FREYR, which originally targeted lithium iron phosphate battery cell manufacturing. Following closing, the company plans to execute a multi-phase strategy to establish a vertically integrated U.S. solar manufacturing footprint, with a planned 5 GW solar cell facility targeting first production in the second half of 2026. FREYR redomiciled to the United States earlier in 2024 and remains listed on the NYSE.

“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. 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.”

— Daniel Barcelo, Chief Executive Officer, FREYR Battery

Transaction Terms and Financing

The $340 million headline consideration is structured across multiple components, blending cash, seller financing and equity issuance to Trina Solar. The transaction is supported by a parallel $114.8 million capital raise from Encompass Capital Advisors and a private placement to a Trina Solar co-founder.

The convertible loan note will convert into approximately 30.4 million additional FREYR shares once two conditions are satisfied: approval from the Committee on Foreign Investment in the United States (CFIUS) and approval from FREYR shareholders for the share issuance. Once both conversions are complete, Trina Solar’s aggregate ownership in FREYR is expected to reach 21.4% post-transaction.

Alongside the acquisition, FREYR has secured a $100 million commitment from Encompass Capital Advisors LLC for the issuance of preferred stock in two $50 million tranches, convertible at $2.50 per share. The first tranche is issued at closing, with the second tranche issuable at FREYR’s discretion to support U.S. solar cell facility financing. A separate $14.8 million private placement of common stock to Ms. Chunyan Wu, a Trina Solar co-founder and significant shareholder, represents 7.0% of FREYR’s outstanding stock subject to CFIUS approval.

FREYR will also assume Trina Solar’s existing $235 million credit agreement that finances the Wilmer module plant. Including the assumed debt and other components, the FREYR investor presentation values total consideration to Trina at approximately $621 million.

Strategic Rationale

The proposed acquisition would position FREYR as a potential top-3 U.S. solar module producer by projected year-end 2024 nameplate capacity. According to Rystad Energy data cited in FREYR’s investor presentation, the 5 GW Wilmer facility would place the company behind only Hanwha Q-Cells and First Solar in the projected U.S. capacity ranking.

Strategically, the deal would grant FREYR access to Trina Solar’s established U.S. customer base, supply chain and manufacturing expertise. Trina Solar is the world’s second-largest solar module manufacturer by 2023 capacity at 97 GW, with more than 140 GW of modules shipped globally and 25 world records for photovoltaic cell efficiency. The Wilmer facility produces TOPCon N-type modules with conversion efficiency of approximately 23.2%, which Trina describes as among the highest in the industry.

FREYR also expects significant tailwinds from U.S. Inflation Reduction Act incentives. Section 45X production tax credits provide $0.07 per watt for solar modules and $0.04 per watt for solar cells. Combined with planned upstream cell manufacturing, FREYR estimates the integrated module-plus-cell platform could generate $650 million to $700 million in run-rate EBITDA at full capacity.

“Providing a turnkey, integrated solar plus battery storage solution is a differentiator with customers. Co-locating battery storage with solar enables more generation capacity to be installed per grid interconnection. Combined application of solar and battery storage mitigates intermittency, improves grid resilience, and enhances project value from peak shaving.”

— FREYR Battery, Transaction Investor Presentation, November 5, 2024

The strategic logic also includes risk factors that FREYR explicitly flags. Chinese equity ownership in the company could affect IRA tax credit eligibility under any future legislation limiting incentives for companies with foreign ownership above certain thresholds. The structure of the equity tranches, with CFIUS approval as a precondition for full conversion, is designed to manage that risk.

The Wilmer, Texas Facility

The Wilmer plant is a recently commissioned, 1.35 million square foot facility located near Dallas with seven module assembly lines. At full capacity, the plant will produce 5.2 GW of nameplate capacity across three module types: TOPCon utility, TOPCon commercial and industrial / residential, and PERC utility modules, with a planned shift toward TOPCon N-type technology over time.

The facility is expected to employ roughly 1,500 full-time workers at full ramp, 80% of whom would be in skilled labor positions. It benefits from logistics access to two interstate corridors, three cargo airports, and the Port of Houston, supported by a 30 MW power contract and a 185-month lease agreement covering the building, land and infrastructure. The first assembly line started production on November 1, 2024, with full capacity targeted for November 2025.

FREYR has secured firm offtake contracts for approximately 1.5 GW of module production at signing, representing close to 30% of nameplate capacity. The remainder is expected to be sold into the merchant market, with the company guiding to a projected module cost of $0.275 to $0.300 per watt at full run-rate.

Beyond Wilmer, FREYR plans to construct a separate 5 GW U.S. solar cell manufacturing facility, with site selection expected in the fourth quarter of 2024, start of construction in the second quarter of 2025, and first cell production in the second half of 2026. The cell facility carries an estimated capital cost of $850 million and is expected to create approximately 1,800 additional direct jobs.

Leadership and Board Changes

Concurrent with the acquisition announcement, FREYR is reshaping its executive leadership and board to reflect the strategic shift toward solar. Daniel Barcelo, FREYR’s Chairman of the Board and a founding investor through the 2021 Alussa Energy business combination, has been appointed Chief Executive Officer with immediate effect. Mr. Barcelo will retain his Chairman role.

Co-founder Tom Einar Jensen, who previously led the Norwegian battery business, has been appointed CEO of FREYR Europe and will oversee value optimization and monetization of the company’s European battery and cathode assets. Mr. Jensen is stepping down from FREYR’s Board of Directors to focus on the European portfolio. Evan Calio remains Chief Financial Officer, and Peter del Vecchio joins as Interim Chief Legal Officer.

Subject to closing of the transaction, two senior solar executives will join FREYR. Mingxing Lin, currently Head of the Overseas Finance Center at Trina Solar Group, has been appointed Chief Strategy Officer and is also a board nominee subject to closing. Dave Gustafson, who currently oversees Trina’s U.S. manufacturing operations as Co-General Manager, will become Chief Operating Officer. W. Richard Anderson, currently CEO of Coastline Exploration Ltd, has been appointed to FREYR’s board with immediate effect.

FREYR also confirmed it has terminated its SemiSolid technology license with 24M Technologies. The company stated it has no remaining financial obligations to 24M and no longer holds any equity ownership interest in the company, removing one of the legacy battery technology relationships from FREYR’s structure.

Timeline and Closing Conditions

The transaction is expected to close around year-end 2024, subject to customary closing conditions including receipt of certain third-party consents, completion of the preferred stock issuance to Encompass Capital Advisors, and Trina Solar’s internal reorganization. The equity component of the consideration will be distributed in three tranches.

The first tranche, representing 9.9% of FREYR’s outstanding common stock, is issued upon transaction closing. The second tranche raises Trina’s holding to 19.9% pre-transaction shares upon CFIUS approval, subject to a voluntary CFIUS filing. The third tranche raises Trina’s aggregate ownership to 21.4% post-transaction once FREYR shareholders approve the additional share issuance. An additional 1.5% is allocated to Trina employees.

Operationally, FREYR is initiating 2025 EBITDA guidance of $75 million to $125 million, reflecting the Wilmer plant ramping toward full capacity through the year. The company expects to exit 2025 at a full-year run-rate EBITDA of $175 million to $225 million as the facility approaches nameplate output. Once the planned U.S. cell facility comes online in the second half of 2026, integrated full-year run-rate EBITDA is projected at $650 million to $700 million.

FREYR’s pro forma share count following the Trina transaction is expected to be approximately 200.4 million shares, up from 140.5 million pre-deal. Santander served as financial advisor to FREYR, with Skadden, Arps, Slate, Meagher & Flom (UK) LLP as legal advisor. CICC served as financial advisor to Trina Solar, with Dorsey & Whitney LLP as U.S. legal counsel.