Complete Solaria (CSLR) investor relations material

Deal rationale and strategic fit

• The merger creates the fifth largest residential solar company in the U.S., expanding coverage from 22 to 45 states and strengthening presence in California, Texas, and Florida.

• Sunder's strengths in TPO markets, high battery attach rates, and high-volume, high-quality sales complement the acquirer's premium brand and leadership.

• The combined entity leverages Sunder's software-driven sales efficiency, advanced sales management software, and established referral networks.

• Industry consolidation offers an opportunity to build a more durable, scalable business.

Financial terms and conditions

• The transaction is valued at $55–60 million, including $40 million in cash and 10 million shares, subject to stockholder approval.

• Funding for the acquisition was secured in advance, including an $80 million raise and a private convertible debenture offering.

• Sunder is expected to contribute $74 million in sales revenue and $86.5 million in EPC sales in the first year post-close.

• Sunder's operating overhead, excluding one-time legal expenses, is about $0.5 million per month.

Synergies and expected cost savings

• The merger doubles the salesforce to 1,734, expanding into key states and increasing efficiency to $420,000 average revenue per employee.

• Sunder’s software will replace and upgrade legacy systems, streamlining sales and operations.

• Anticipated 5,500 new solar contracts per year at a 14% higher average selling price.

• No further headcount reductions are planned; operational efficiency will be maintained at 820 employees.