Ladies and gentlemen, thank you for standing by. My name is Krista, and I will be your conference operator today. At this time, I would like to welcome everyone to the FREYR Battery Transaction Update conference call. All lines have been placed on mute to prevent any background noise. And after the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star, followed by the number one on your telephone keypad. And if you'd like to withdraw that question, again, press star one. I would now like to turn the conference over to Jeff Spittel, Senior Vice President of Investor Relations. Jeff, you may begin.
Hello, and welcome to today's conference call detailing FREYR Battery's transformative acquisition of Trina Solar's U.S. manufacturing assets. With me today on the call are Daniel Barcelo, FREYR's Chairman of the Board and Chief Executive Officer, Evan Calio, our Chief Financial Officer, Tom Einar Jensen, FREYR's Co-Founder and CEO of FREYR Europe, and Dave Gustafson, FREYR's Chief Operating Officer. During today's call, management may make forward-looking statements about our business. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expectations. Most of these factors are outside FREYR's control and are difficult to predict. Additional information about risk factors that could materially affect our business is available in FREYR's S-1 and annual report on Form 10-K filed with the Securities and Exchange Commission, which are available on the Investor Relations section of our website. With that, I'll turn the call over to Dan.
Thank you, Jeff, and welcome everyone to this call to discuss the transformative acquisition of Trina Solar's U.S. manufacturing assets and changes to strengthen our Board and management team, which we announced in a press release this morning. We'll begin on slide three with an introduction to FREYR's new management team, which will lead the company on its exciting strategic path to establish a U.S. solar and storage leader. With immediate effect, I've assumed the role of FREYR's CEO. This transaction is almost a year in the making, and I've had the good fortune of leading our engagement with our new colleagues from Trina Solar since we first identified this unique opportunity. Evan Calio has been instrumental in the structuring and execution of the transaction, who remains our CFO.
As our listeners know, Evan is a seasoned veteran on Wall Street, and he has been driving initiatives to optimize our cost structure, continue shifting the organization's focus to the U.S., and to position FREYR to close on this transformative deal. We also have two colleagues from Trina who are set to join FREYR's leadership team upon closing. Dave Gustafson, who joined FREYR from his previous role as Co-General Manager of Trina's U.S. manufacturing team, has the experience and the know-how to lead the scale-up efforts at our U.S. solar module facility in Wilmer, Texas, and the planned solar cell production operations in the U.S. Charles Lin will also be joining us from Trina's team as our new Chief Strategy Officer. Charles is a seasoned multinational finance and leadership professional who understands how to build, finance, and develop successful cross-cultural teams.
Our leadership team also includes our team of subject matter experts who will support our commitments to operational excellence and shareholder value. Tom Einar Jensen, FREYR's Co-Founder, has assumed the role of CEO of FREYR Europe. In his new role, Tom will apply his entrepreneurial and dealmaking acumen to oversee the optimization of our portfolio of legacy assets, including Giga Arctic and the Customer Qualification Plant. We are all grateful for Tom's continued service to FREYR and for his support of this exciting transaction. Dr. Andreas Bentzen and Einar Kilde, both of whom have deep solar technology and manufacturing expertise, will remain in their prior roles as Chief Technology Officer and EVP of Project Development, respectively. Finally, Peter del Vecchio, who brings U.S. capital markets and transaction expertise, will be joining as our Interim Chief Legal Officer.
Turning to slide four, let's get into this transformative acquisition we announced this morning. FREYR is acquiring Trina Solar's 5 GW U.S. solar module manufacturing facility in Wilmer, Texas, which has commenced production on November 1st and has firm offtake commitments of 1.5 GW already signed. The acquisition of this asset truly transforms FREYR's strategic, commercial, and financial positions. In Trina Solar, we are partnering with a top-three global solar manufacturer with competitive advantages tied to technology, supply chain development, operations, and a track record of delivering for some of the largest customers in the U.S. Upon closing, FREYR will become a top-three U.S. solar module producer, and accordingly, we now expect to generate revenues and positive EBITDA in 2025.
The acquisition of the Wilmer plant will be the foundation of our multi-phase strategic plan to establish FREYR as a vertically integrated producer of solar technology, with site selection already underway for a U.S. solar cell manufacturing plant on which we are targeting to start production in 2025. Moving to slide five, let's take a moment to discuss the unique capabilities and competitive strengths of our new partners at Trina. This transaction is the start of a collaboration with a true global solar technology and manufacturing leader. Trina is one of the most respected brand names as a top-three global solar producer, and they are well-known in the market for quality, execution, leading technology, and reliability. We look forward to working with our colleagues at Trina Solar and to building a competitively differentiated U.S. solar plus storage leader long-term.
Let me now turn it over to Evan, who will walk you through some of the transaction details. Evan?
Great. Thank you, Daniel. As Daniel mentioned, we'll be acquiring Trina's U.S. solar module facility in Wilmer, Texas, and here we provide more detail on the terms, and there are really three key points I want to highlight. Number one, the consideration to be paid is an attractive price. Total consideration of $621 million comprised of $100 million of cash to Trina, $150 million note to Trina at a 1% rate, $235 million of assumed project finance debt, that's a SOFR plus two and a half, a $43 million portion of a note repayment offset by inventories, and lastly, a $43 million equity consideration assuming full conversion. Our $621 million price is 3.1 times our estimated full run rate of EBITDA for an operating facility that we expect to be fully ramped up in 4Q25. That's an attractive price.
More impressive, I think, given the higher margin, higher contracted volume potential of our planned solar cell development, 5 GW as well, and as well that this is a platform acquisition for other U.S. growth opportunities with our partner and shareholder Trina Solar. That's number one. Number two, the second point is on the structure. The structure is designed. The structure of our transaction is designed to provide both certainty of closing and speed to closing. Okay? In step one, we acquire the asset, and Trina gets consideration and 9.9% of FREYR on a fully diluted basis, and a note that converts is convertible into the balance. This is faster and provides more certainty to closing.
The need for speed or timing matters here because we are working on developing solar cell where every six-month slippage is $100 million of lost tax credits that we expect to retain, so IRA sunset provision is well in mind. In the second step of the transaction, Trina note converts into ultimately 21.4% total ownership of FREYR, and that's after CFIUS and shareholder approval of stock issuance. For the second stage of this transaction, we, FREYR and Trina Solar will be making voluntary filing with the Committee on Foreign Investment in the United States, CFIUS, for approval. The third point here is we're raising capital in connection with this transaction. We have a $100 million commitment from our top shareholder Encompass Capital. This will be a two-tranche financing with $50 million at closing and a second $50 million at our option at solar cell financing.
Both tranches are convertible preferred with conversion at $250 a share and a 6% rate. Additionally, we're selling another 7% of FREYR common stock, 7% on a diluted basis, raising $14 million investment, which is a modest premium to recent trading, and that will close in stage two. Next slide. This is our guidance here. This is guidance in the earnings power of what we're buying. Today, module facility has firm offtake contract on a cost-plus basis for 1.5 GW. That's 30% of our total capacity in 2025. Our ramp-up year is 45% as contracted volumes are available and deliverable first. The guidance we're showing here is three different levels. Number one in our ramp-up year in 2025, where we expect EBITDA of between $75 million and $125 million.
That's inclusive of any PTC benefit that is driven by merchant module pricing and ramp-up pace that Dave will discuss a little bit later and a $0.29 assumed module market price on the non-contracted volumes. The second middle stanza here we're showing is the full-year earnings capacity of the asset, again, a rate that we expect to reach exiting 2025 on a full run rate basis. On the same commodity price assumption, we're seeing $175-$225 million at 5 GW. The third column illustrates our plan, adding domestic solar cell capacity. We expect integrated domestic cell and module could generate $650-$700 million of EBITDA, including solar cell PTC. This is the real driver for both sides to do this transaction. Our domestic content with cell unlocks significant pricing upside that we believe we can access through long-term offtake contracts.
On the financing side of US domestic cell, we expect an $800 million CapEx volume. We will provide more detail as we mature the project, yet we have initial conversations with project finance banks and lenders. We expect typical project finance contributions on very bankable offtake contracts for up to 60% offtake. On top of that, we believe we'll have an optimal financing mix based upon ramp-up module cash flow, down payments from offtake contracts, which we expect to be substantial, and potential use of PTCs either in forward sale and/or bridge finance. So early stage, yet confident on the financing. The bottom part of the page here is a little bit on relative valuation.
I think it highlights some of the upside potential on a forward EBITDA basis and our new comp peers and comp universe that live at the right end of the range of the table we're showing. Yet this is really simple math that I think supports the share price on module and shows significant value of a multi-billion-dollar company on solar cell plus module, and that's our objective. The next slide is a timeline. Again, this was structured for closing. It is very important, and closing. To have certainty in closing is expected late this year or into early January. That's closing. After close, I mentioned there'd be a CFIUS review and a shareholder approval, both of which are expected in 2Q, and this would allow for the conversion of the Trina preferred to walk their ownership from 9.9% at close to 19.9%-21.4%.
All of these are on post-money percentage levels and all ways in which we examine the consideration at the outset. The bottom is a little intro on operations, which Dan and Dave will discuss, but we are working on solar site selection now, and we expect to secure financing and construction on solar cell into mid-2025. With that, back to you, Daniel.
Thanks, Evan. Turning to slide nine, I'll walk you through our continued plans to invest in U.S. clean energy manufacturing and to create thousands of high-paying U.S. jobs with this transaction. As I referenced earlier, the acquisition of the Wilmer module plant is the centerpiece of the transaction we announced today, but it is just the first step to establishing a vertically integrated U.S. solar manufacturing and technology leader. Site selection for the next phase, which is construction of a U.S. solar cell manufacturing plant, is underway with production expected sometime in 2026. As excited as we are about our entry into the U.S. solar markets, there is a big picture opportunity to leverage Trina's in-house battery expertise. Ultimately, by combining solar with battery storage, we intend to differentiate FREYR as a turnkey provider of clean energy and storage solutions for U.S. customers with domestic content.
Let's turn to slide 10. Our growth strategy in the U.S. is underpinned by strong policy support from the Inflation Reduction Act. The U.S. is not only one of the largest and fastest-growing markets globally across the utility scale, commercial, industrial, and residential use case. It is also protected by tariffs, IRA incentives, and the domestic content bonuses that place domestic producers on sound competitive and economic footing. As we develop an integrated solar manufacturing operation, our eligibility to capture additional IRA production tax credits will also expand. Now that we've given you a sense of our strategy and the rationale for the transaction, let's turn to FREYR's investment highlights. We are pursuing a strategy to build an integrated solar and battery energy storage leader in the U.S. Acquisition is an initial step to establish a significant U.S. solar manufacturing footprint.
Our collaboration with Trina Solar will enable FREYR to leverage our partner's world-class execution. We have a partner with advanced technology, and the next major step in our multi-phase plan is to accelerate our growth, expand our margins, and augment our earnings power with the addition of U.S. solar cell production. Let's turn to slide 12. With the position and the in-house expertise at Trina and FREYR, we are also now in position to execute a long-term strategy to establish a U.S. solar and battery energy storage leader. As you can see from the graphs on the right, solar and batteries are not only the fastest-growing sources of electricity within the U.S. utility scale market, they are also highly complementary.
Battery storage offers several advantages for customers, and our sales teams have indicated that providing a turnkey suite of integrated solar and battery storage solutions is an unmet need for developers. And now I'd like to introduce FREYR's new Chief Operating Officer, Dave Gustafson, who will walk you through the next few slides about the solar market opportunity and how operations fit into the strategy. Dave?
Yeah, thanks, Daniel. I'm really excited to be part of the FREYR team. We're turning now to Slide 13 with additional details about the manufacturing footprint in North Texas. The Wilmer factory, needless to say, is a massive production facility with 1.35 million sq ft under roof, housing leading-edge manufacturing technology and digital process control to make solar modules. At full capacity, the factory can produce 5 GW of modules for the market, which is comprised of utility, commercial, industrial, and residential segments. Overall, there are seven production lines that take highly engineered cells and aggregate and transform them into powerful solar modules. As Daniel mentioned, the first production line was started up on November 1st and is ramping up production. The site location in Wilmer, Texas, was selected because it is ideal in several respects, including access to people, technical services, and centralized logistics.
I also can't say enough about the positive business climate in Texas and the local communities and the Metroplex supporting the factory startup so far. Here on the right-hand side, you can see a simplified flow chart of the solar value chain and FREYR's module business positioning on the right. Below that are some pictures taken very recently from the facility's factory floor. Turning to slide 14, here we see a little more detail on the ramp-up of our seven production lines through 2025 on the left-hand side. On the right-hand side of the slide, you can see the planned product mix focused on the utility market with the mix of PERC and TOPCon technologies targeted for 2025. Overall, the factory team is growing in capability, productivity, and size to achieve full factory capacity within 12 months following an aggressive but smooth and logical ramp-up sequence.
Turning to slide 15, FREYR is in a favorable position to leverage Trina's global supply chain, which has evolved, grown, and become more sophisticated over its 27-year existence. Trina's operational excellence is punctuated by established global and North American supply chains, which includes secured U.S. supply of polysilicon through a contract with Hemlock Semiconductor, which will transfer to FREYR at closing of this transaction. FREYR will then tap into Trina's global capabilities through a services agreement that includes wafer and cell supply to the Wilmer plant and incorporates Trina's economies of scale, competitive component pricing, and robust supply chains. Also, agreements governing the sharing of IP and trademarks and supporting future operational collaboration are included, which are essential for running a thriving, technology-intensive manufacturing enterprise. On slide 16, we highlight Trina's advanced technology.
Trina's focus on producing silicon-based modules, which are the cheapest and most efficient offering in the market today. Trina's N-type TOPCon modules are some of the most efficient produced in the industry, which we believe will position the Wilmer facility well to secure additional contracts and favorable pricing terms as a U.S.-based supplier. As an industry leader, Trina is also an excellent choice as a partner to position FREYR to benefit from future products like the emerging perovskite technology. FREYR moves into the unique position in the U.S. to continue collaborating with Trina on multiple fronts to grow the business and achieve our objective of building a thriving and vertically integrated U.S. solar manufacturing business. And now I'll turn the call back over to Daniel.
Thanks, Dave, and welcome to the team. Moving to slide 17, let's discuss our solar integration story in greater detail. We're so excited about this transaction because it provides FREYR with a platform to establish a highly valuable integrated solar cell production facility in the U.S. The development of this facility should enable us to achieve three key objectives. First, create a path to significant EBITDA accretion by integrating solar cell production with our Wilmer location. Second, establish FREYR as one of the few U.S. integrated solar producers. And three, increase its domestic content, enabling customers to qualify for meaningful Section 48 incentive bonuses. On a full-year run rate, we believe that an integrated U.S. cell and module business can generate $650 million of EBITDA for FREYR by enabling us to qualify for additional IRA incentives and potentially attract favorable pricing.
Our management team and board believe that the integration of the solar cell plant with the Wilmer module plant is the most compelling strategic and financial opportunity associated with this transaction. Now let's turn to slide 18. While our new U.S.-based business leadership team focuses on the execution of our business plan in the U.S. solar market, the new CEO of FREYR Europe and FREYR's co-founder, Tom Jensen, will be leading our efforts to unlock meaningful value for the shareholder from FREYR's legacy portfolio of assets. Tom has been a close friend and a colleague for several years now, and on behalf of FREYR's Board of Directors, I want to extend our sincere thanks to him for his dedication to FREYR's mission, his unwavering entrepreneurial spirit, and his years of service.
Tom, I'll turn it over to you to walk the audience through our plans to generate value from our legacy assets.
Thank you, Daniel, and thank you for those kind words. In our last earnings call, I underlined that FREYR has been working on inorganic growth options, and today's announcement is just that: a fundamental step forward for FREYR as a company turning us into a billion-dollar revenue-generating company and a triple-digit million-dollar EBITDA-generating company starting already next year. I'm very proud of this transaction, and I'm deeply honored as a co-founder and large shareholder in FREYR that our partners in Trina Solar have placed their trust and confidence in us for the U.S. market. Through this transaction, we are becoming a combined and unique complementary solar plus storage company. Solar power provides the most abundant and lowest-cost renewable energy that can be stored efficiently in battery systems already now with the ability to ensure stable, low-cost renewable energy supply 24/7 in most regions around the world.
We're also seeing continued improvements in technology advancements and costs for both solar and battery storage solutions, which is unlocking market opportunities few would have thought possible only a few years ago. An additional mega trend is that AI data centers will play a critical role by, among other things, providing computing power to manage energy flow, predicting demand, and optimizing the grid to reduce waste and maximize efficiency. Such data centers will also require an enormous amount of electricity and battery storage, creating further positive feedback loops.
FREYR's investments to date in Giga Arctic and the Customer Qualification Plant provide us with opportunities in Europe to unlock next-generation battery energy storage solutions, leveraging surplus battery cell capacity from Asia, but also to build next-generation data centers and digital platforms, which, powered by renewable energy and balanced by the same battery energy storage systems we aim to deliver, will set a benchmark for others to follow. Together, these mutually dependent and reinforcing technologies and mega trends will drive society towards a resilient, low-carbon energy system that continues the required acceleration away from fossil fuels and required digitization and sustainable growth. With the transaction today, FREYR is taking an even stronger position in the energy transition, and we are becoming a cash flow-generating industrial company, and we look forward to cementing this position further with our partners in the years to come.
FREYR's strategy and current assets on both sides of the Atlantic have provided a unique exposure to these trends, and FREYR is today leveraging this exposure. We will continue to reap significant synergies in the intersection between them moving forward, and while today is primarily about FREYR's solar transaction, I would also like to underline that we have been hard at work to optimize and monetize further our European portfolio of assets. I am now eager to dedicate all of my time in implementing value optimization of FREYR's European portfolio with a strong and increasing list of strategic, industrial, and financial parties deeply interested in what we have developed and are developing. In FREYR's European portfolio, we have real options under development based on our physical assets in Norway and Finland and our software-based platforms developed over the last five years.
I will dedicate all my capacity and entrepreneurial experience in finalizing partnerships and investments into these opportunities in the coming months with the very capable European team, and I very much look forward to complementing FREYR's massive achievements with the announcement today with value-accretive strategic monetization solutions for our European portfolio of real assets. Dear investors and supporters of FREYR, it is with great pride that I today have handed over the baton for the management of FREYR to Daniel Barcelo, the founding investor of FREYR, our current Chairman of the Board, and now also the incoming CEO of the group.
With an emerging multi-billion-dollar business in operation in the U.S., we decided to put in place a U.S.-centric management of our operations and growth ambitions, and I'm therefore honored and excited to leave the management of FREYR in the very capable hands of my colleague and friend Daniel and his very capable leadership team. Stay tuned for news on the European portfolio in the near future. Back to you, Daniel. The floor is now yours.
Thanks, Tom. Jeff, can we open it up for Q&A now?
Thank you. We will now begin the question -and answer- session. If you would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue, and if you would like to withdraw that question, again, press star one. We'll pause for a moment to compile the Q&A roster. Again, that is star one if you would like to ask a question. Your first question comes from Kjell [Hobland]. Please go ahead.
Yeah, thanks. I'm just interested in the European assets and mainly the battery factory in Norway. You say that you're going to monetize this asset. Does that mean that it's a sale that you're looking for or leasing or whatever? Could you say something about the options there and what kind of price could you look to get for it?
Right, Dan?
Thanks for the question. Tom, do you want to cover that, please?
Yes, so thank you for the question. It's a good one. We have a variety of options and a variety of strategic partnerships that we are entertaining to monetize these options over time. We have real strategic and industrial and financial stakeholders that are interested in the assets. We will be maximizing this value over time, and we will get back to the market when we have real news to report in this regard, and we don't guide on any particular targets on it, but we will revert back to the market in due course.
Ladies and gentlemen, that does conclude today's conference call. Thank you for your participation, and you may now disconnect.