Narrative
Full Description
Project narrative
On April 19, 2016, financial close was reached on a deal in which a syndicate of 11 lenders — including the Industrial and Commercial Bank of China (ICBC) — entered into a $780 million USD syndicated loan agreement with Tenaska Pennsylvania Partners, LLC — a Delaware-incorporated, Nebraska-headquartered special purpose vehicle (SPV) of Tenaska Energy, Inc. (50%), an Omaha-based independent energy company and Diamond Generating Corporation (DGC) (50%), the independent United States-subsidiary of Tokyo-based Mitsubishi Corporation — for the 925 MW Westmoreland Power Plant Construction Project. The loan was divided into two tranches: a $120 million USD revolver tranche and a $660 million USD term loan tranche, with the term loan pricing beginning at 325 basis points (bps) (3.25%) over LIBOR. Both tranches carry a maturity period of eight years and two months and a final maturity date of June 30, 2024. Record ID#107808 captures ICBC's $21.9 million USD contribution to the $120 million USD revolver tranche. In addition to ICBC, the following lenders also contributed the following amounts to the tranche: BNP Paribas S.A. ($21.9 million USD), Citigroup ($21.9 million USD), DNB ASA ($32.39 million USD), Mitsubishi UFJ Financial Group ($21.9 million USD). Record ID#107809 captures ICBC's $178.1 million USD contribution to the $660 million USD term loan tranche. In addition to ICBC, the following banks also contributed the following amounts to the tranche: Associated Bank N.A. ($35 million USD), BNP Paribas ($48.1 million USD), Bank of America (BofA) Securities ($75 million USD), CIT Group ($25 million USD), Citigroup ($48.1 million USD), Commonwealth Bank of Australia (CBA) ($60 million USD), DNB ASA ($27.61 million USD), Mitsubishi UFJ Financial Group ($48.1 million USD), Prudential Financial ($60 million USD), SunTrust Bank ($55 million USD). The proceeds of the loan were used by the borrower for the construction of the 925 MW Westmoreland Power Plant Construction Project, a combined cycle natural gas-fueled power plant located in South Huntingdon Township, Westmoreland County, Massachusetts. Construction on the site began in August 2016 and began commercial operations and was commissioned in December 2018. DGC supplied two 327 MW M501 natural gas turbines from Mitsubishi Hitachi Power Systems, in addition to its equity contribution. The site can provide power to approximately 940,000 households, providing power to the PJM Interconnection. Then, on January 11, 2017, J-POWER Westmoreland, LLC, a subsidiary of J-POWER USA Investment Co., Ltd. (J-POWER USA), — the United States subsidiary of Japan's Electric Power Development (J-Power) — purchased an equity stake in the Westmoreland Generating Station from Tenaska. Then, on July 10, 2019, financial close was reached on a deal in which a syndicate of 19 lenders — including ICBC — entered into a syndicated loan agreement with Tenaska Pennsylvania Partners, LLC — then owned by Diamond Generating Corporation (50%), J-Power (25%), and Tenaska (25%) — for the 925 MW Westmoreland Power Plant Refinancing Project. The facility was divided into two tranches: an $80 million USD working capital tranche with a maturity period of six years and 11 months and a final maturity date of June 30, 2026, and a $680 million USD term loan A tranche with maturity period of five years and 11 months and final maturity date of June 30, 2025. The $680 million USD term loan tranche was priced at 250 bps (2.5%) over LIBOR for the first five years, with a step-up to 275 bps (25 bp increase to 2.75%). The proceeds of the loan refinanced the 2016 construction debt facility, served to lower the total sum of the debt, decrease the interest rate, and extend the maturity period of the facility, according to Tenaska company records. Record ID#107869 captures ICBC's $15 million USD contribution to the $80 million USD working capital tranche. The following lenders also contributed the following amounts: BNP Paribas ($15 million USD), KEB Hana Bank ($15 million USD), MUFG Bank ($15 million USD), and Norddeutsche Landesbank Girozentrale (NORD/LB) ($20 million USD). Record ID#107870 captures ICBC's $46.23 USD contribution to the $680 million USD term loan A tranche. In addition to ICBC, the following lenders contributed the following amounts: Associated Bank ($35 million USD), Bank of America ($75 million USD), BNP Paribas ($27.27 million USD), CIT Bank ($25 million USD), Commonwealth Bank of Australia ($57.1 million USD), DNB ASA ($27.61 million USD), E.Sun Bank ($20 million USD), FirstBank Puerto Rico ($15 million USD), KEB Hana Bank ($41.23 million USD), Kookmin Bank ($36.8 million USD), Mizuho Bank ($31.5 million USD), MUFG Bank ($22.27 million USD), NORD/LB ($40 million USD), Shinhan Bank ($29 million USD), Shinsei Bank ($23 million USD), Sumitomo Mitsui Banking Corporation ($31.5 million USD), SunTrust Bank ($65 million USD), and Wells Fargo ($31.5 million USD). Since beginning commercial operations in December 2018, the Westmoreland plant has experienced no safety incidents and was recognized with two awards in 2020 from the National Safety Council (NSC) for excellence in safety. Although the site was recognized for its adherence to occupational safety, researchers and pollution advocacy groups have found that the plant is a major polluter. In April 2015, the Pennsylvania Department of Environmental Protection (DEP) authorized an Air Quality Plan Approval for the facility's construction and initial operation. The DEP continued to approve extensions of the preliminary operating plan through 2022. However, the site should have been classified as a major source of air pollution under the federal Clean Air Act, though the plant never applied for the appropriate Title V Operating Permit. In a report released in 2023, researchers from PennEnvironment deemed the site one of Pennsylvania's "Dirty Dozen," or one of 12 industrial sites that comprised approximately one-fifth of the state's total pollution.
Staff comments
1. The following institutions played the following roles on the deal: E3 was an independent engineer and Skadden, Arps, Slate, Meagher & Flom acted as legal adviser to lender(s). The following institutions played the following roles on the deal for Tenaska: Leidos acted as market consultant; Citigroup provided M&A financial advice; Riverside Risk Advisors provided interest rate hedge advice; Pillsbury Winthrop Shaw Pittman acted as a legal adviser; Latham & Watkins acted as an M&A legal adviser; Snapper Creek Energy provided revenue hedge advice; and BTU Analytics was the gas adviser.