World Energy Solutions Acquires GSE Consulting

World Energy Solutions, Inc. announced this morning that it has purchased GSE Consulting, LP for approximately $8.6 million at closing plus a potential earn-out.

The $8.6 million purchase price consisted of $3.9 million cash, $1.5 million payoff of debt, and 1.0 million shares of common stock of World Energy, valued at $3.2 million. GSE may earn up to an additional $4.5 million earn-out payable in cash based on the achievement of certain annualized new booking and renewal rate targets.

World Energy Solutions said that the acquisition provides World Energy a major foothold in Texas, and a significant presence in the fast-growing small and medium-sized market. World Energy expects the transaction to positively impact top-line revenue, EBITDA and backlog in 2012.

World Energy Solutions said that the transaction only included GSE Consulting, LP and not any other companies that shared common ownership (such as Great Lakes Energy and Branded Retail Energy Co.). Great Lakes Energy and Branded Retail Energy Co. are excluded from a non-compete clause contained in the asset purchase agreement.

However, the asset purchase agreement provides that, "until such time as GLC [Great Lakes Energy] or any of its successors or assigns become a REP or an ESCO, Seller Parties shall cause GLC to pay to Buyer [World Energy] the lesser of (i) 50% of the millage fee paid, net of any commissions due to referral partners, or (ii) $0.002, for each and every kwh purchased by customers of GLC who purchase in excess of 500,000 kwh per year/per customer. At such time as GLC or its successors or assigns becomes an REP or an ESCO, such payment obligation shall cease as of the date of the beginning of operations of the REP or ESCO."

World Energy will retain the services of more than 20 GSE employees across three offices: Dallas, Fort Worth and Houston.