Project Quennell — Solar Take-Private & Sum-of-the-Parts
A 2-hour Renewables / Cross-Border Take-Private case study with a complete model answer
Modeled After
Citi
Special committee materials for a cross-border renewables take-private: a sum-of-the-parts splitting module manufacturing from downstream solar projects with an explicit intersegment adjustment, a dedicated WACC page with a peer de-levering table, a precedent set screened to cross-border take-privates, and a depositary-share to ordinary-share reconciliation
Structure and exhibit set are modeled after Citi. The company, the financials and every figure in this case are entirely our own.
The Situation
Quennell Solar Holdings Limited (NASDAQ: QSOL) is a Cayman Islands exempted company headquartered in Kuala Lumpur that reports in US dollars and runs four businesses at once.
Quennell Solar Holdings Limited
- Sector
- Renewable energy — crystalline silicon module manufacturing, contracted operating solar generation, development origination, and third-party O&M and asset management
- Size
- Geography
- Cayman Islands incorporation, Malaysian headquarters, manufacturing in Malaysia and Vietnam, and operating projects in Chile, Peru, Vietnam and the United States. Every offtake contract is denominated in or indexed to US dollars, so there is no currency exhibit in this case
- Ownership
- Situation
The Prompt
You are the Special Committee's financial advisor. 40 per ADS is adequate for the unaffiliated holders.
Supporting Materials
What you are handed at the start of the case, in the format a real process would use.
Blank model template
Raw data extract
ExcelUnlockSpecial committee presentation
Completed model
What You Have to Produce
The deliverables, in the order the committee will read them. The exercise runs 120 minutes.
PART 1
Segment financials and the intersegment relationships
PART 2
Cost of capital by segment
PART 3
Value each business on its own basis
PART 4
The sum of the parts and the depositary share bridge
PART 5
Market evidence, the football field and the recommendation
Attempt It First
Blank modelling template
The answer model with every produced cell cleared — the shell you build your attempt in. Work it in Excel against the clock, then check yourself against the model answer below.
How to Approach It
The order a strong candidate works in, and why. This is the shape of the answer — the finished answer deck and Excel model are in the solution set below.
- 01
Read the balance sheet before you value anything
- 02
Build the segments and find the internal transactions
- 03
Two peer sets, two de-levering exercises, two rates
- 04
Value each business, and decide what you will not value
- 05
Bridge to the ADS last, and only once
- 06
Hold both yardsticks up at once
Key Concepts
The ideas this case is built on. Know these cold and the case becomes a question of execution rather than knowledge.
Recourse versus non-recourse debt in a sum of the parts
Corporate debt is a claim on everything the group owns, so it nets against a sum of the parts once, at the bottom. Non-recourse project debt is a claim on the project companies and their contracted revenue and on nothing else. Adding it to a consolidated net debt line and deducting that from the sum of the parts charges the module plants and the development pipeline for borrowings they do not owe and cannot be called on. It belongs inside the segment whose cash flows service it, discounted at the rate those cash flows carry. The same rule runs the other way for cash trapped behind debt service reserves and distribution lock-up tests.
The intersegment adjustment
When one segment sells to another and you value the segments separately, the internal margin gets counted twice. The module margin earned from the Company's own project companies sits inside manufacturing EBITDA and would be capitalized at the manufacturing multiple, while the same modules sit in the project companies' asset base and are recovered through cash flows already being discounted. The O&M fee is the same transaction in the other direction and it is worse, because capitalizing an internal fee at a services multiple while the segment paying it is discounted at a contracted rate manufactures value out of an accounting entry. Presenting the adjustment as its own line rather than folding it into a segment's earnings is what lets a reader see how large the internal transactions are and what they were capitalized at.
Risk-weighting a development pipeline by stage
A megawatt with an executed interconnection agreement, site control and a permit is not the same asset as a megawatt of land options, and a single dollars-per-watt figure applied across a pipeline is the fastest way to a number nobody can defend. The honest build is stage by stage: a value per watt taken from what comparable projects at that stage actually transferred for, a probability of reaching notice to proceed taken from the Company's own realized conversion rate, and a discount for the years it takes to get there. The stage probability prices the binary question; the discount rate prices the timing and the variance conditional on getting there. Confusing the two double-counts.
The depositary share ratio
An American depositary share represents a fixed number of ordinary shares, and the offer is per ADS. Quennell's ratio changed on October 1, 2024 from fifty ordinary shares per ADS to twenty, so every price before that date has to be rebased before it can be compared to a price after it — including the 52-week range and the monthly closing series a premium is measured against. Every multiple in the case is struck on enterprise value and never touches the ratio; the ratio enters once, in the bridge from an equity value in dollars to a price per ADS, on a treasury stock diluted count.
Tax equity and what survives the flip
United States solar portfolios are commonly held through partnerships in which an institutional investor takes the Class A interest and monetizes the credit at placed-in-service. Once the credit has been monetized there is no credit left in any forecast year, and modeling one is a straightforward error. What remains is the Class A investor's residual claim — preferred cash distributions and a fixed buyout at the flip — and because those are contractual and rank ahead of the sponsor's residual interest they are discounted at a rate below the sponsor's own. Discounting a senior claim at the residual holder's rate understates it.
Why a consolidated multiple fails on a four-business group
Group EBITDA blends a cyclical manufacturer, a contracted generation portfolio and a services business. Applying the manufacturing peer median to that blended line values the contracted portfolio as if it were a module plant; applying the downstream median values the module plant as if it were a twenty-year contract. An EBITDA-weighted blend of the two looks like a compromise, but it is a multiple at which nothing in either peer set trades. The exercise of showing that failure explicitly, on one page, is what earns the right to run a sum of the parts.
A conflicted rollover
When the buying consortium already owns a large minority and rolls it rather than selling, the cash it pays buys only the shares it does not own, and every dollar the unaffiliated holders are underpaid accrues to the stake the consortium keeps. That is what makes price a conflicted question rather than an arithmetic one, and it is why a special committee with its own advisors and a non-waivable majority-of-the-minority condition is the structure. When the condition is agreed matters too: one obtained after the price has stopped moving buys far less negotiating leverage than the same condition obtained before the first number was discussed.
What Makes It Hard
The specific traps in this case — the places candidates lose the assessment without noticing.
Check Your Answer
Type the figures you produced and find out how many are right before you open the worked answer. You get a verdict and, where you are off, a pointer to the part of the build to re-check — never the number itself. Everything you type stays on this device.
How to type a figure. Digits, with an optional unit: 1,234.5, $1,234.5, 2.6x, 21.4%. For a negative use (20.0) or -20.0. Enter as many decimals as you carried — precision is never penalised.
What the Case Asked For
The arithmetic is only half of it. Tick off what you actually produced — this half is yours to score, because nothing can grade a written recommendation from a checkbox.
The Model Answer
The worked answer in full: answer deck and Excel model, built the way a banker would actually build them. It is a reference, not a submission — a strong answer under the clock is far shorter.
What the Solution Covers
- —Manufacturing versus project sum-of-the-parts
- —Intersegment adjustment
- —American depositary share reconciliation
- —Peer de-levering and WACC by segment
- —Cross-border take-private precedent set
- —Consortium and rollover dynamics
Answer Deck
Full model answer, banker-formatted
Upgrade to Diamond
Sign up and upgrade to Diamond to unlock the answer deck, the Excel model and the audio walkthrough.
Get StartedThe Excel Model
The model is linked and tied out end to end — every schedule, every formula and every check, in the file itself.
Downloads are available to Diamond members
Excel Model and PowerPoint Deck and Answer Deck (PDF) — yours to open, edit and rebuild
Walkthrough
A conversational walkthrough of how to approach the case under time pressure — where to start, what to cut, and how the recommendation gets defended.
Audio Walkthrough
How to approach Project Quennell — Solar Take-Private & Sum-of-the-Parts
60-second preview — upgrade to Diamond for the full walkthrough
Frequently Asked Questions
Why value the segments separately instead of running one model?
Because the pieces carry different risk, and a single discount rate or a single multiple assumes that they do not. A twenty-year contracted offtake portfolio, a cyclical module manufacturer, an option-like development pipeline and a services business have different cash flow certainty, different leverage capacity and different peer sets. Value them together and you overvalue one and undervalue another at the same time, and the two errors do not cancel. They compound into a number nobody can defend and nobody can decompose.
Where does non-recourse project debt get deducted?
Inside the operating project segment, against the contracted cash flows that service it and at the discount rate those cash flows carry. It has no claim on the parent, on the manufacturing plants or on the pipeline, so netting it against a sum of the parts the way corporate debt is netted charges businesses that do not owe it. The mirror rule applies to cash: project-company cash sitting behind debt service reserves and distribution lock-up tests is added inside the same segment, not at the group bridge, because it is not available to the parent.
How should the development pipeline be valued?
Stage by stage. Take the value per watt that comparable projects at each stage have actually transferred for in the same markets, multiply by the megawatts at that stage, risk-weight by the probability of reaching notice to proceed, and discount for the years it takes to get there. Then deduct the development platform, because the pipeline does not convert itself — the origination team, the interconnection deposits and the permitting spend are what turn an early-stage megawatt into a notice-to-proceed megawatt — and tax the result.
Why does a mid-cycle earnings base matter for the manufacturer?
Because module manufacturing is cyclical and the plan year is a point in the cycle, not a run rate. Valuing a cyclical business on one year's EBITDA and saying nothing about where that year sits leaves the largest judgment in the case unstated. Striking the sum of the parts on both the plan year and a mid-cycle earnings base makes the judgment visible and lets the Committee see how much of the answer depends on it. Anything you change about the manufacturing earnings base has to flow through the intersegment adjustment as well.
Is a premium to the unaffected price the right test here?
It is one test and it is not the only one. A premium measures the size of the gap between the offer and what the market paid for a minority stake in a holding company nobody could acquire. On a company whose parts are worth materially more than its trading price, a perfectly ordinary premium can still be an inadequate price for the assets, and a price that pays for the assets will look like an extraordinary premium. Present both, state that they are describing the same fact twice, and be explicit about which question the Committee is being asked.
Is this a controller transaction?
No. The Founder and Chairman holds 26.4%, which is a significant minority holding rather than control, and the consortium in aggregate holds 35.5%. The Company is a Cayman Islands exempted company, so the merger proceeds under Part XVI of the Companies Act and needs a special resolution rather than a Delaware vote, and dissenters' rights arise under section 238. The MFW framework is Delaware doctrine and does not govern, but the Committee is structuring to the same conditions anyway, because the statutory threshold gives the unaffiliated holders no protection on its own.
About This Renewables / Cross-Border Take-Private Case Study
Renewables / Cross-Border Take-Private case study for investment banking interviews. 120-minute format covering manufacturing versus project sum-of-the-parts, intersegment adjustment, american depositary share reconciliation. Includes the full prompt, a model answer deck, a tied-out Excel model and an audio walkthrough.
This case study sits in Investment Banking, under Energy, Power & Natural Resources. Every case ships with the full prompt, the supporting materials, a complete model answer and an audio walkthrough of the judgment behind the recommendation.
120-Minute Format
The time limit a real assessment would give you
Answer Deck
Included in the model answer
Excel Model
Included in the model answer
Audio Walkthrough
How to approach the case under time pressure
200K+ students have used IB Vine to help land offers at top firms.
Moelis & Co.
“I loved IB Vine. I’m going into Private Capital Advisory (PCA); you have the lessons on there for PCA and that was actually a game changer. I went into those interviews and knew about the core PCA concepts like net asset value, primary fundraising vs. secondary advisory, etc. I swear I was on IB Vine like a few hours a day. The opportunity to have that learning section and go through the questions people submit and everything — there’s no better tool out there. I loved the guides/lessons. The user interface is amazing. The way you’ve simplified it is so spectacular — it’s just so much easier to digest. It’s fun to use too; I’d rather use IB Vine than scroll through a guide. To be honest, I think the product is perfect. I genuinely owe you a big thanks.”
Moelis & Co.
“IB Vine is a tool we really love to use in the club I’m a part of, and there’s really no other resource like it. You guys do a phenomenal job with the question bank. I recruited specifically for Energy banking, and IB Vine was my most used resource for generalist questions (which were about 50% of my interview questions; the rest being Energy-specific); the majority of such questions I saw in interviews were at least similar (if not the same) to the ones on IB Vine.”
Perella Weinberg
“Once I read through the BIWS learning guides, I really didn’t refer to them again. I didn’t even really run through the 400 question guide once I found IB Vine, which I heard about through one of my classmates. We even get a free subscription (like most business schools) to Wall Street Prep, and if I’m being completely honest, I never even logged in to WSP. IB Vine is pretty much the only tool I used (along with our club question bank & mock interviews with peers) and it was invaluable for recruiting.”
Cantor Fitzgerald
“What a platform, made such a huge difference. I did superdays at Evercore, PJT, M. Klein and Barclays among others from a non-target school and did not miss a single technical in any interview process through prepping with IB Vine.”
Barclays
“Very accurate questions and all of the solutions are easy to follow. At least 10 of the questions I studied through this platform appeared in my Round 1 or Superday interviews.”
TD Securities
“THANK YOU SO MUCH IB VINE, I COULD NOT HAVE DONE THIS WITHOUT YOU, SERIOUSLY!!! IB Vine was the best website ever. I spent at least two hours on this daily (seriously) from October through I get my offer in February.”
Citadel
“I’m doing public equities this summer and next. I know the name is “IB Vine” but at the undergrad level a lot of the technicals across public equities are the same as investment banking. I recommend your software to all my friends!”
Piper Sandler
“I loved this site! 1000% this is the best resource I used in the process.”
Lazard
“This was the greatest tool ever. I genuinely enjoyed running through the technicals/behaviorals and it was very helpful!”
Houlihan Lokey
“IB Vine was the most helpful resource I had during recruiting. I will continue to promote it to other students at WashU and elsewhere.”
Jefferies
“Awesome product, helped me crush my technicals in my interviews and land a great role. Thank you, seriously was a huge help.”
Morgan Stanley
“Very helpful to get real-life questions unlike the 400 guide, especially for merger math. Built deeper understanding of key concepts.”
Houlihan Lokey
“Extremely helpful study tool that carried me through the recruitment process from start to end.”
Evercore
“You guys are doing great work over there with IB Vine. Absolute staple for interview prep.”
Rothschild
“IB Vine was incredibly helpful and I am forever thankful for all the help.”
RBC
“IB Mock was amazing - I used it for multiple hours. Also the flashcards and the lessons features on IB Vine were fantastic. Thank you!”
Dragoneer
“IB Vine is such a great platform, really impressive. There is so much value in this. The audio podcasts / mock interview library are pretty incredible.”
Case Study Preparation
Explore All Case Studies
100+ case studies, each with the full prompt, supporting materials and an audio walkthrough; most also ship a model answer deck and a tied-out Excel model.
Every case has a public page like this one. The member library is the signed-in index members work through.