Bank of China contributes $5.96 million AUD to the $114 million AUD VRET Facility tranche of the $1.231 billion AUD syndicated debt for the acquisition of Tilt Renewables and its Australian portfolio

Project narrative

On March 15, 2021, Powering Australian Renewables Fund (PowAR; PARF) — a special purpose vehicle (SPV) and joint venture between Australia's sovereign wealth fund the Future Fund (40% equity stake), state government-owned Queensland Investment Corporation (QIC) (40% equity stake), and Australian Stock Exchange-listed energy utility AGL Energy Ltd (20% equity stake) — and Mercury NZ Limited entered into a Scheme Implementation Agreement to acquire NZX and ASX-listed Tilt Renewables Ltd (Tilt) for an all-cash consideration of $2.9 billion NZD. Under the transaction, PowAR would take ownership of Tilt’s Australian assets and Mercury NZ would take ownership of Tilt’s New Zealand assets. Specifically, Mercury would pay $770 million NZD for Tilt's New Zealand Business and then PowerAR would acquire a 100% stake in Tilt at the offer price (65.5% from Infratil Limited), giving it control of its Australian assets. Mercury sold its 19.9% stake in Tilt Renewables to finance this acquisition. Then, in response to a rival bid, on April 19, 2021, PowAR and Mercury raised the bid to $3 billion AUD ($3.1 billion NZD). Then, on August 3, 2021, financial close was reached on a deal in which a syndicate of 14 banks — including the Bank of China (BOC) and the Industrial and Commercial Bank of China (ICBC) — entered into syndicated debt agreements worth $1.231 billion AUD with Pisa Acquisition Finance Company Pty Ltd — a special purpose vehicle (SPV) wholly owned by PowAR — to facilitate its acquisition of Tilt Renewables and its Australian portfolio and to finance the 396 MW Rye Park Wind Farm Project. The debt was divided into five tranches: a $437.00 million AUD ($323.38 million USD) green loan tranche with a maturity period of five years; a $114.00 million AUD ($84.36 million USD) VRET facility tranche with a maturity period of five years; a $400.00 million AUD ($296.00 million USD) green loan tranche with a maturity period of five years and a maturity date of August 3, 2026; a $100.00 million AUD ($74.00 million USD) general capex facility tranche with a maturity period of three years and a maturity date of August 3, 2024; a $180.00 million AUD ($133.20 million USD) working capital tranche with a maturity period of three years and a maturity date of August 3, 2024. The proceeds of four of these tranches — the $437 million AUD green loan tranche, the $114 million AUD VRET facility tranche, the $100 million AUD general capex facility tranche, and the $180 million AUD working capital tranche — were used by the borrower to support the acquisition of Tilt Renewables. The proceeds of the fifth tranches — the $400 million AUD green loan tranche — were used by the borrower to finance the construction of the Rye Park Wind Farm. BOC contributed $17.79 million AUD ($13.16 million USD) and ICBC contributed $15.97 million AUD ($11.82 million USD) to the $437 million AUD green loan tranche. Record ID#93187 captures BOC's contribution. Record ID#93188 captures ICBC's contribution. In addition to BOC and ICBC, the following lenders contributed the respective amounts to the tranche: Commonwealth Bank of Australia (CBA) ($49.69 million AUD; $36.77 million USD), MUFG Bank, Ltd. ($56.76 million AUD; $42.00 million USD), National Australia Bank Limited (NAB) ($49.69 million AUD), Société Générale S.A. (SocGen) ($28.40 million AUD; $21.02 million USD), Sumitomo Mitsui Banking Corporation ($53.24 million AUD; $39.40 million USD), Australia and New Zealand Banking Group (ANZ) ($58.54 million AUD; $43.32 million USD), Crédit Agricole ($17.79 million AUD), DBS Bank ($17.79 million AUD), DnB NOR Bank ($17.79 million AUD), ING Bank ($17.79 million AUD), Mizuho Bank ($17.79 million AUD), and Westpac Banking Corporation ($17.79 million AUD). BOC contributed $5.96 million AUD ($4.41 million USD) and ICBC contributed $4.17 million AUD (3.09 million USD) to the $114 million AUD VRET Facility tranche. Record ID#97054 captures BOC's contribution. Record ID#97055 captures ICBC's contribution. In addition to BOC and ICBC, the following lenders contributed the respective amounts to the tranche: CBA ($12.96 million AUD; $9.59 million USD), MUFG ($14.80 million AUD; $10.95 million USD), NAB ($12.96 million AUD), SocGen ($7.40 million AUD; $5.48 million USD), SMBC ($13.89 million AUD; $10.28 million USD), ANZ ($5.96 million AUD), Crédit Agricole ($5.96 million AUD), DBS Bank ($5.96 million AUD), DnB NOR Bank ($5.96 million AUD), ING Bank ($5.96 million AUD), Mizuho ($5.96 million AUD), and Westpac ($5.96 million AUD). BOC contributed $20.94 million AUD ($15.50 million USD) and ICBC contributed $14.62 million AUD ($10.82 million USD) to the $400 million AUD green loan tranche that financed the construction of the Rye Park Wind Farm. Record ID#97056 captures BOC's contribution. Record ID#97057 captures ICBC's contribution. In addition to BOC and ICBC, the following lenders contributed the respective amounts to the tranche: CBA ($45.49 million AUD; $33.66 million USD), MUFG ($51.99 million AUD; $38.47 million USD), NAB ($45.49 million AUD), SocGen ($26.00 million AUD; $19.24 million USD), SMBC ($48.74 million AUD; $36.07 million USD), ANZ ($20.94 million AUD; $15.50 million USD), Crédit Agricole ($20.94 million AUD), DBS Bank ($20.94 million AUD), DnB NOR Bank ($20.94 million AUD), ING Bank ($20.94 million AUD), Mizuho ($20.94 million AUD), and Westpac ($20.94 million AUD). BOC contributed $5.23 million AUD ($3.87 million USD) and ICBC contributed $3.65 million AUD ($2.70 million USD) to the $100 million AUD general capex facility tranche. Record ID#97058 captures BOC's contribution. Record ID#97059 captures ICBC's contribution. In addition to BOC and ICBC, the following lenders contributed the respective amounts to the tranche: CBA ($45.49 million AUD; $33.66 million USD), MUFG ($51.99 million AUD; $38.47 million USD), NAB ($45.49 million AUD), SocGen ($26.00 million AUD; $19.24 million USD), SMBC ($48.74 million AUD; $36.07 million USD), ANZ ($20.94 million AUD; $15.50 million USD), Crédit Agricole ($20.94 million AUD), DBS Bank ($20.94 million AUD), DnB NOR Bank ($20.94 million AUD), ING Bank ($20.94 million AUD), Mizuho ($20.94 million AUD), and Westpac ($20.94 million AUD). BOC contributed $9.41 million AUD ($6.96 million USD) and ICBC contributed $6.57 million AUD ($4.86 million USD) to the $180 million AUD working capital tranche. Record ID#97060 captures BOC's contribution. Record ID#97061 captures ICBC's contribution. In addition to BOC and ICBC, the following lenders contributed the respective amounts to the tranche: CBA ($20.47 million AUD; $15.15 million USD), MUFG ($23.38 million AUD; $17.30 million USD), NAB ($20.47 million AUD), SocGen ($11.68 million AUD; $8.64 million USD), SMBC ($21.92 million AUD; $16.22 million USD), ANZ ($9.41 million AUD), Crédit Agricole ($9.41 million AUD), DBS Bank ($9.41 million AUD), DnB NOR Bank ($9.41 million AUD), ING Bank ($9.41 million AUD), Mizuho ($9.41 million AUD), and Westpac ($9.41 million AUD). MUFG, NAB, CBA, SMBC, and SocGen served as mandated lead arrangers, underwriters, and bookrunners for the loan syndicate. BOC, ANZ, DBS, DNZ, ING, Westpac, Mizuho, and Crédit Agricole served as mandated lead arrangers. ICBC served as a lead arranger. PowAr spent $2.2 billion AUD in total for the Australian assets of Tilt Renewables. In addition to the $1.231 billion AUD in debt, the sponsors provided $1.8 billion AUD in equity. QIC and Future Fund each contributed $712.2 million AUD ($527.03 million USD) in equity for the acquisition, while AGL Energy contributed $375.60 million AUD ($277.95 million USD). Tilt Renewables' Australian assets included five operational wind farms, including the 336 MW Dundonnell Wind Farm, the 101 MW Snowtown 1 Wind, and the 54 MW Salt Creek Wind Farm. It also included the shovel-ready 396 MW Rye Park Wind Farm, which received its financing from the syndicated loan. The acquisition was completed on August 3, 2021, when Mercury Wind Limited took control of Tilt Renewables' New Zealand-incorporated subsidiaries, and then PowAR took control of 100% of the shares in Tilt Renewables. At the time the deal closed, Tilt's renewable portfolio's capacity was 896 MW, including 506 MW of operational assets. The acquisition made PowAR the largest wind and solar generator in Australia and was reportedly the largest renewables acquisition to-date in the Australian and New Zealand market.