ICBC contributes to a $4 billion syndicated bridge loan to CYPI for acquisition of Sempra Energy’s energy assets in Peru (Linked to Project ID#92569)

On September 28, 2019, China Yangtze Power International (Hong Kong) Co., Ltd. (CYPI) — a subsidiary of China Yangtze Power Co., Ltd. and China Three Gorges Corporation — entered into an agreement with Sempra Energy International Holdings N.V. (‘‘Sempra Holding’’), a company wholly owned by Sempra Energy, to acquire Sempra Holding’s equity interest of 100% in Sempra Americas Bermuda Ltd. (‘‘SAB’’) and 50.00000069% in Peruvian Opportunity Company S.A.C. (‘‘POC’’) with a cash consideration of $3.59 billion (the ‘‘Acquisition Agreement’’). SAB and POC collectively hold an 83.64% stake in a Peruvian company called Luz del Sur S.A.A. CYPI set up Yangtze Andes Holdings Co., Limited (‘‘Yangtze Andes’’) in Hong Kong as the actual investment entity to undertake CYPI’s rights and obligations under the Acquisition Agreement. Then, in January 2020, China Yangtze Power International (Hong Kong) Co., Ltd. (CYPI) signed a $4 billion bridge loan with Bank of China (Project ID#92569), Industrial and Commercial Bank of China (ICBC) (Project ID#92570), Santander, and MUFG to facilitate its acquisition of Sempra Energy’s power assets in Peru. On April 24, 2020, the acquisition of SAB and POC was completed. Subsequently, China Three Gorges Corporation indirectly held 83.64% of the equity interest in LDS. Yangtze Andes now holds 100% of equity interest in SAB and 50.00000069% in POC, and it indirectly holds 83.65% of equity interest in LDS. The completion of this transaction triggered the mandatory obligation for CYPI to make a general offer of the remaining approximately 13.7% stake in LDS.

Additional details

1. Sempra Americas Bermuda Ltd is now known as Andes Bermuda Ltd. 2. LDS is a company listed on the Bolsa de Valores de Lima, undertaking power distribution and sale businesses and possessing a number of hydropower assets. It is Peru’s largest power distribution company in terms of market share, accounting for approximately 27% in the local power distribution and sale market in 2019. It is primarily engaged in power distribution and sale in the Lima region. In addition to its power distribution business, LDS has hydro power generation assets with installed capacity exceeding 100 MW. LDS owns a permanent concession for power distribution in Lima, and its assets and investment returns are denominated in U.S. dollars (the investment return for the period from 2018 to 2022 is 12%). In 2019, LDS had 1.166 million users and an annual power distribution of 9.42 TWH. LDS also has a 100 MW hydropower power plant in operation, as well as hydropower reserve projects with a total installed capacity of approximately 737 MW. 3. BOC and ICBC’s contributions to the loan syndicate are unknown. For the time being, AidData assumes equal contributions ($1 billion) across the four members of the syndicate.

Number of official sources

4

Number of total sources

17