ICBC contributes $14.62 million AUD to the $400 million AUD green loan tranche of the $1.231 billion AUD syndicated debt for the 396 MW Rye Park Wind Farm

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 from Infratil Limited 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. Tilt Renewables' Australian assets included the shovel-ready 396 MW Rye Park Wind Farm (RPWF) Project, which received its financing from the syndicated loan. The acquisition was completed on August 3, 2021, giving PowAR control over the RPWF Project. While the debt for the RPWF Project received financial close on August 3, 2021 together with the other tranches of the $1.231 billion AUD syndicated debt, the RPWF Project only reached financial close on September 1, 2021. The RPWF Project sought to construct a wind farm with a capacity of 396 MW located on a project site on the edge of the Southern Tablelands and the South-West, spanning the Yass Valley, Boorowa, and Upper Lachlan local government areas near the township of Rye Park, 11 kilometers northeast of Yass in New South Wales. The RPWF was designed to generate up to 1,888 gigawatt-hours (GWh) of electricity per annum, enough to power 215,000 Australian homes and reduce carbon emissions by 960,000 tons annually. The wind farm consisted of 66 Vestas EnVentus V162-6MW wind turbines, each with a rotor diameter of 162 meters and blade tip height of 200 meters, a new 330/33 kV wind farm collection substation at the north end of the project, a new 330/33 kV wind farm connection substation located adjacent to the existing Yass to Gullen Range 330 kV transmission line )allowing energy generated by the farm to be connected into TransGrid's network via the existing Yass to Gullen Range 330 kV transmission line), and a 30-kilometer overhead 330 kV powerline, running north-south along the length of the wind farm between the two substations, an underground and overhead 33 kV electrical cabling linking the wind turbines to the onsite collector substations and connection substation, an operation and maintenance facility incorporating a control room and equipment storage at the northern section of the project site, access tracks required for each wind turbine and related ancillary facilities, upgrades to local roads, as required for the delivery of the wind turbines and other equipment, and two permanent meteorological monitoring masts for wind speed verification, weather, and general monitoring purposes, and to a minimum height of the wind turbine hubs (119 meters). It also included a temporary construction compound at the north section of the project site, a temporary construction compound to facilitate the upgrades on the TransGrid transmission line, temporary concrete batching plants and construction facilities, and three temporary meteorological masts. Once completed, the RPWF would become the largest wind farm in New South Wales. The RPWF Project had a cost of $700 million AUD ($514 million USD). Epuron was the initial developer of the RPWF Project, beginning in 2008. In late 2014, Tilt Renewables acquired the project. In March 2017, the Government of New South Wales issued development approval for the project. In December 2020, Newcrest Mining, via its subsidiary Cadia Holdings, entered a 15-year power purchase agreement (PPA) with Tilt Renewables to offtake 55% of the farm's electricity output for its Cadia gold mine. Vestas won a September 2021 contract for the supply, installation, and 30-year service of the wind turbines for the park. Zenviron won a September 2021 $250 million AUD ($183 million USD) contract for the balance-of-plant (BOP) civil and electrical works of the project. TransGrid’s Lumea was tasked with building, owning, and operating the power infrastructure connecting the wind farm to the transmission grid. Umwelt provided environmental and ecological consulting services. Rex J Andrews Pty Ltd was responsible for transporting the wind turbine blades from the Port of Newcastle to Rye Park. Mammoet was contracted for the off-loading, pre-assembly, and erection of the 66 turbines. Construction was scheduled to begin in November 2021. Construction began in December 2021, with a scheduled commissioning for the first quarter of 2024. The final foundation for the turbines was poured in late April 2023.