nlmtd guides carve-out of Kenter, subsidiary of Alliander

Gijs Bouwmeister
29 May 2024

Optimizing potential for the energy transition

Kenter, a provider of energy supply and energy data services, is part of the Alliander group. The network operator offers future-proof energy solutions for business customers in the Netherlands, including medium-voltage connections, energy storage systems, transformers, and charging stations. In March 2023, Alliander approached nlmtd to guide the carve-out.

Energy metering & energy management

Alliander is a network company that distributes energy in several regions of the Netherlands. In 2023, the company had 5.9 million customer connections.

Kenter was part of the Alliander group and provides innovative solutions for energy metering and energy management. The company installs meters, delivers measurement data, and provides insight into energy consumption through online (usage) analyses. It is also responsible for the sale, implementation, and management of medium-voltage installations in the free domain.

From 95 to 400 employees

In recent years, Kenter grew from a traditional metering company with 95 employees to a provider of integrated energy solutions with over 400 employees. The work Kenter does, now and in the future, is highly relevant to the energy transition.

This relevance is better realized outside of Alliander, as Alliander as a network company is subject to restrictive laws and regulations. These restrictions are expected to increase in the coming years and become an increasingly significant obstacle for Kenter.

Optimizing Kenter's potential

To optimize Kenter’s potential for the energy transition, Alliander announced the start of the sales process for Kenter in December 2022. Kenter was sold to the consortium of ABP and OMERS Infrastructure on January 31, 2024.

By selling Kenter, Alliander can focus on realizing more work, responding faster to developments, and designing the energy network of the future together with partners.

Carve-out

The sale of Kenter is being realized through a so-called carve-out. A carve-out is a prerequisite for transferring the company and its activities to the buyer and thus guaranteeing business continuity. It directly contributes to the success and maximum value creation.

Independent operation

The goal of the carve-out is to prepare for and execute the carve-out process in a timely manner. It also helps minimize the impact on the business. A structured plan provides direction to identify all issues and set the right priorities. Additionally, it gives the buyer confidence that the target (in this case Kenter) can continue its activities after the acquisition and operate fully independently (within a reasonable time).

The assignment for nlmtd: to realize a successful and complete carve-out of Kenter from Alliander within 1 year after the completion of the transaction.

How did nlmtd help?

Alliander involved nlmtd early in the carve-out process. This was essential due to the structure nlmtd could bring to the preparation, design, due diligence, and implementation phases.

Role during preparation & design

During the preparation, nlmtd inventoried which files are important during the carve-out. On one hand by looking at the mutual agreements between Kenter and Alliander, on the other hand by conducting deep dives into certain areas where there was still insufficient clarity. Additionally, nlmtd has experience in multiple complex carve-outs and thus knows where to focus.

Based on this, it was described which functional parts of Kenter need to be worked on to allow the company to operate stand-alone. The memo gave potential buyers a clear picture of the costs, risks, and timelines of the carve-out. They could then factor this into the bidding process. The strength of this approach is that we remain involved in the implementation and realization, thus also in line with the previously given estimates.

Role during due diligence

During due diligence, nlmtd supported the Kenter management and the Alliander M&A team in providing answers. For questions regarding the carve-out, we organized expert sessions with interested parties. Additionally, nlmtd played a central role in the creation of various temporary service agreements.

Role in implementation

To achieve a successful disentanglement, there are two important moments that parties work towards. First, the benchmark where Kenter is sold and operates largely independently. Second, full independent operation. In this case, this relates to, among other things, the IT transfer. Everything related to IT is still ‘borrowed’ by Kenter from Alliander. IT is an area with all kinds of interconnections and cannot be easily separated. In a maximum of 12 months, we gradually cut the IT umbilical cords. This marks the second moment when Kenter is fully independent and no longer uses Alliander’s services.

nlmtd has taken on the program management for this entire process. Together with parties, an extensive implementation plan was made to fully disentangle components such as HR, IT, legal, finance, fleet management, building rental, and operations, while ensuring business continuity.

"We approached nlmtd to relieve us in the disentanglement, preparation, and realization of Kenter from Alliander. This involved identifying relationships and dependencies, processing the insights, and the concrete action plan. How do we shape it together? And what actions need to be set in motion to ultimately realize the transfer? nlmtd has assisted us in the process: from guidance to Kenter operating independently."

Willen Rijnen

Project Manager M&A Alliander

"There are always challenges during a carve-out. I find it impressive how they manage such a process. Without grumpiness, always pragmatic. Not too legal, but especially human. For me, craftsmanship is making complex matter simple. nlmtd masters that like no other. From young to senior."

Roy Wind

COO Kenter

Successful sale

Alliander has successfully sold Kenter, taking into account not only financial aspects but also other interests, such as retaining personnel and offering long-term perspective. The total proceeds were EUR 940 million for shares and Cross Border Lease assets.

Together with the client, nlmtd ensured:

Ensuring business continuity by identifying and mitigating risks early
Relieving the Alliander M&A team and Kenter MT
Removing pressure from both organizations by running an efficient process
Contributing to a smooth sales process and Kenter’s independence
Providing (non) financial insights for Seller and Buyers

Alliander and Kenter about nlmtd

"I found the collaboration particularly pleasant. It's a very competent team, involved and active. Tom and Gijs also brought necessary experience from previous projects. Both the experience in the industry and specifically with carve-out activities were decisive. nlmtd consists of a young, dynamic team. They work independently and professionally with remarkable bravado."

Willen Rijnen

Project Manager M&A Alliander

"nlmtd has a lot of knowledge and expertise in the field, they understand the market well and are extremely goal-oriented. Also, the type of person, the way of communicating, and the entrepreneurial mindset fit our company."

Roy Wind

COO Kenter

Joulz and Fudura previously sold

nlmtd has already been involved in the sale and carve-out of Joulz and Fudura. In this sector, and specifically the industry, several successful carve-out projects have thus been completed. We are also specialized in M&A carve-outs with nlmtd, thus broadly deployable.