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LL S.R.L. Green Power: Project Buffalo - Business Proposition
LL S.R.L. Green Power: Project Buffalo - Business Proposition
Green Power
Project Buffalo Business Proposition
Author: Maurizio Zucca CEO 2LGP S.r.l. Green Power maurizio.zucca@2lgp.com Caterina Giorgio head of Renewable Operations 2LGP S.r.l. Green Power caterina.giorgio@2lgp.com
Disclaimer
This presentation was prepared exclusively for the benefit and internal use of the LL GREEN POWER Investment Group client to whom it is directly addressed and delivered (including such subsidiaries), the in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure, in whole or in part, to any other party. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by LL GREEN POWER Investment Group. Neither this presentation nor any of its contents may be disclosed or used for any other purpose without the prior written consent of LL GREEN POWER Investment Group. The information in this presentation is based upon any management forecasts supplied to us and reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. LL GREEN POWER Investment opinions and estimates constitute LL GREEN POWER Investment judgment and should be regarded as indicative, preliminary and for illustrative purposes only. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us. In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of the Company or any other entity. LL GREEN POWER Investment Group makes no representations as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.
Table of Contents I. II. III. IV. V. VI. V. Executive Summary Wind Energy Market Overview Baker Ranch Wind Farm Overview Baker Project Finance VERT Investment Group LLC Contact Us Latest Evaluations
Executive Summary
LL Green Power is seeking a $100 million Renewable Energy Acquisition Fund that will focus on deploying investment capital into wind energy projects in the US as well as provide asset management services through commercial exit. Initial investment will be to fund a 200 MW wind project called Baker Ranch Wind Farm (BR) located in Texas. Please note the Baker project is a 400 MW wind project, however LL Green power will develop the project in two separate 200 MW phases or decide to sell the second development to fund other projects in the USA. Due to the favorable U.S. wind incentives, the Baker project is qualified to receive a federal cash grant. Grant equal to 30% of the total project costs provided after the project becomes Commercial Operational (COD). In addition to the Cash Grant, the project will receive tax benefits due to accelerated depreciation which can be sold to an investor. The total project construction costs for the initial 200 MW will be approximately $251M through COD. LL Green Power plans to fund and refinance the project in the following manner:
Construction Financing Funding time frame Construction Loan (70%) Equity (30%) Accrued Interest (at COD) Total Q3 2011 $168 M $72 M $11 M $251 M
Refinance at Commercial Operations Funding time frame Long Term Debt 1603 Cash Grant (30%) Tax Equity Total Q3 2012 $150 M $72 M $ 38 M $260 M
Once the project becomes operational (estimated 12-16 month time frame), LL Green Power will refinance the project for approximately $260M as shown above (right). The 1603 Cash Grant will reduce the initial $72M equity investment entirely as well as an additional $9M to the Equity investor at COD. Hence we are able to reinvest the equity into another project fairly quickly along with providing long-term recurring revenues to the equity investor from each project.
In February 2009, the U.S. Government signed the American Recovery and Reinvesment Act (ARRA) bringing a stable policy environment in the medium term that further encourages investment and development of U.S. renewable power projects by reducing financing costs and providing tax incentives for these projects. A number of federal tax incentives encourage renewable energy development, including the following:
Production Tax Credit (PTC): A federal tax credit which provides a benefit per kilowatt-hour generated for the first10 years of a renewable energy facility. The PTC benefit of $0.021/kWh is annually adjusted for inflation. Investment Tax Credit (ITC): A federal tax credit for 30% of total eligible costs for a commercial wind energy facilit which a developer may elect to take in place of the PTC. Modified Accelerated Cost Recovery System (MACRS) Using accelerated depreciation, wind energy assets have a shorter depreciable life of 5 years opposed to 15 to 20 years.
Additionally, Renewable Portfolio Standards (RPS) and Renewable Energy Certificates further strengthened the growth of renewable energy development.
(RECs)
have
Production Tax Credits Renewable Portfolio Standards U.S. Renewable Energy Incentives State & Local Incentives Department of Energy Loan Guarantees Renewable Energy Certificates
o RPS requires a specified portion of energy supply to come from energy sources o RECs are purchased mainly by utilities ensure compliance with the RPS, or by companies to meet
voluntary environmental initiatives REC markets are regional in nature with a wide price range but they may add substantial financial value to renewable energy projects. Department of Energy Provides loan guarantee for up to 80% of total project costsLoan Guarantee Program.
VC/PE New Renewable Investments by Region (2009) Small Hydro Geothermal 0.37 Biofuels South America Europe North America 0 1 2 $/BN Source: Bloomberg New Energy Finance 3 0.87 1.67 3.89 4 5 Biomass Solar Wind 0 2 2 1 1
0.05
14 33 5 10 15 $/BN 20 25 30 35
Haskell and Throckmorton County, Texas 17,000 acres secured to date; Total site expected to be 21,500 acres 3rd - 4th Quarter 2011 (Phase I) Spring 2012 (Phase I) ERCOT Estimated 42.0% (38%-46% depending on the WTG) FAA Determinants, Air Quality and Storm Water Permits expected in Q1 2011 Received Facility Study and Interconnection Service Agreement with ERCOT General Electric 1.5SLE 1.5MW and Gamesa G87 2.0 MW Wind Turbines under consideration
CONFIDENTIAL
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Once the Baker Ranch project achieves commercial operations, the agreement will enter into the lease period. The terms of the 30 year land lease, with a 10 year extension, states landowners will receive a one-time installation payment at COD of $3,000/MW installed on each property. Further, HPE will be required to make royalty payments to landowners based off of a fixed percentage gross revenue production or a specified minimum royalty payment; whichever is greater. Gross Revenue, under the current agreement, is defined as the total revenue from power production and electric attributes from wind generating towers located on each premise. lease.
12 Moreover, the minimum royalty payment is defined as the greater of $7,000/WTG or $3,000/MW installed on each property annually. The table above specifies the gross revenue royalty payments over the term of the
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2008 Average Monthly Wind Speed at 60 meters
On-site wind data collection began in January 2008 with a 60 meter met tower located on proposed project site. The data collected illustrates average monthly wind speeds ranging from 6.0 to 9.5 meters per second with anemometers aggregating data at 60 meters. The graphs to the right illustrate the average monthly wind speeds for 2008 and 2009. The project is located in a region known for strong wind resources and favorable terrain attributes. The projects wind analysis study, completed in February 2010, was conducted by the Alternative Energy Institute 2010. This study shows the project has an average wind speed of 7.41 m/s at 80m and will achieve a net capacity factor ranging from 33% to 42% depending on the turbine model the project will utilize. The table below illustrates the projects Net Capacity Factor based on each power curve.
10.0 9.0 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0 0.0
2009 Average Monthly Wind Speed at 60 meters 10.0 9.0 Meters per second (m/s) 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0
Gamesa G87
0.0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov
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To evaluate the merits of a project solely on its projected performance, we will assess the project using key value drivers without incorporating the structuring effects of debt and federal tax incentives. This again, allows us to evaluate returns on an asset level without using financial instruments to increase returns. The following analysis will calculate the expected returns from the Net Operating Income (EBITDA) and will not include the effects of federal tax incentives, MACRS depreciation, and debt service. The assumptions driving the project investment opportunity are the following:
1. The Internal Rate of Return (IRR) Sensitivity Analysis is calculated off of the Net Operating Income (EBITDA) and does not include the effects of federal tax incentives, MACRS depreciation, and debt service. 2. Power Off-Take Pricing: $45/mwh with 2.0% annual escalation for 20 years 3. Net Capacity Factor: 42.0% 4. Operating Expense: 25% of the Annual Power Revenue The following sensitivity table summarizes the estimated adjusted unlevered asset yield based on a range of power prices and capacity factors for Baker Ranch Wind Farm at a total install cost of $1.2M per megawatt installed. LL Green Power has determined that projects with favorable value drivers will have an adjusted unlevered asset yield above 6.0% (shown in green). Sensitivity Table - Adjusted Unlevered Asset Yield - $1.2M All-In Install Cost
Installed Cost per Megawatt #### 28% 30% 32% 34% 36% 38% 40% 42% 44% 46% 48%
(800,000) 10.11% 11.07% 12.01% 12.92% 13.82% 14.70% 15.57% 16.42% 17.26% 18.09% 18.91% (900,000) 8.55% 9.45% 10.32% 11.17% 12.01% 12.82% 13.62% 14.41% 15.18% 15.95% 16.70% (1,000,000) 7.24% 8.09% 8.91% 9.71% 10.49% 11.26% 12.01% 12.74% 13.46% 14.17% 14.87% (1,100,000) 6.11% 6.92% 7.70% 8.46% 9.21% 9.93% 10.63% 11.33% 12.01% 12.67% 13.33% (1,200,000) 5.13% 5.90% 6.65% 7.38% 8.09% 8.78% 9.45% 10.11% 10.75% 11.38% 12.01% (1,300,000) 4.26% 5.01% 5.73% 6.43% 7.10% 7.76% 8.41% 9.04% 9.65% 10.26% 10.85% (1,400,000) 3.48% 4.20% 4.90% 5.58% 6.23% 6.86% 7.48% 8.09% 8.68% 9.26% 9.83% (1,500,000) 2.78% 3.48% 4.16% 4.81% 5.44% 6.06% 6.65% 7.24% 7.81% 8.36% 8.91% (1,600,000) 2.14% 2.82% 3.48% 4.12% 4.73% 5.32% 5.90% 6.47% 7.02% 7.56% 8.09%
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Capital Structure
This optimal capital structure combines the use of debt, equity, and tax equity to fund the install cost at COD. The structure calls for a tax equity investor funding 15% of the install cost, long-term debt funding 60%, and the 1603 Cash Grant funding 30% of total project costs. This over capitalization repays the equity the initial $72M in addition to $8.7M for a total of $80.7M at COD. A partnership flip structure will be used for the project in order to pass through the majority of tax benefits (MACRS depreciation) to the Tax Equity investor while the equity investor will retain the majority of cash distributions net of debt service. The following analysis will illustrate underlying key assumptions, sources and uses of capital, investor distributions, and equity investment returns sensitivity analysis for this funding scenario.
Key Assumptions COD Capital Structure Project Size Net Capacity Factor Operating Expense Partnership Flip Date 15% Tax Equity; 60% Long-Term Debt 200 MW (Phase I) 42% 25% of Annual Power Revenue End of Year 5
POST COD CAPITAL STRUCTURE Sources TaxEquity $ 37,638,000 15.0% ITC Grant $ 72,000,000 28.7% Equity(Post-COD) $ (8,718,000) -3.5% Long TermDebt $ 150,000,000 59.8% Total $ 250,920,000 100%
$45/mwh (1.5% annual escalation for 20 yrs) $240.0M ($1.2M per MW) MACRS depreciation 15 Years, 7.0% Interest Rate; 1.25x DSCR
PRECODCAPITALSTRUCTURE
Sources
Construction Loan Equity
Uses
Total Construction Costs
Uses
Construction Loan& Fees Equity(Pre-COD)
$240,000,000
$178,920,000 $ 72,000,000
Total
$ 240,000,000 100%
Total
$240,000,000
Total
$250,920,000
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The assessment of the capital structures using a combination of debt, equity, and/or tax equity illustrates that the use of debt and tax equity can potentially have a significant increase in an equity returns. This is primarily due to the fact that the equity investor is contributing less capital to the project and is receiving the majority of the cash distributions (net of debt service) while the total debt and tax equity investment amount increases. The use of debt and tax equity in the project allows the equity investor to use leverage to reach its targeted return, while a tax equity investor may monetize the tax benefits to offset tax liabilities which an equity investor may not have the tax capacity for sufficient use.
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73,712,946 171,996,875 245,709,821 72,786,817 171,996,875 36,856,473 281,640,164 171,996,875 5/1/2011 8 Month(s) 0.75% 3.50% 4.25% 100% 0.75%
11,970,000 4,000,000 8,000,000 3,000,000 10,000,000 9,000,000 600,000 1,000,000 800,000 48,370,000 1,500,000 80,000 133,000 4,757,000 2,854,200 475,700 10,199,076 2,000,000 1,600,000 1,250,000 4,850,000
90,000 30,075 60,150 22,556 75,188 67,669 4,511 7,519 6,015 363,684 11,278 3,001 602 1,000 35,767 21,460 3,577 76,685 15,038 12,030 9,398 36,466
60 20 40 15 50 45 3 5 4 242 8 2 0 1 24 14 2 51 10 8 6 24
70% $
LIBOR
30% $
73,712,946 0.00% 171,996,875 70.00% 3/1/2012 15 Year(s) 6.50% 0.00% 0.00% 1.35 x 36,856,473 TBD Month(s) 60 1/1/2012 3/1/2012 72,786,817 6 Tax 1.0% 99.0% Tax 99.0% 1.0%
1,824,231
1,216
30%
1,847,442
1,232
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V. Pro-Forma
Baker Ranch Wind Farm - Pro-Forma
Sinovel SL1500, 15 Yr PPA, P50 Net Capacity Factor
INVESTOR RETURNS Year Year Ending Fiscal Year PPA Price ($/kWh) REC Price ($/kWh) Net Capacity Factor (Annual) Power Production (kWhrs) Power Revenue REC Revenue Operating Revenue Less: Operating Expenses EBITDA % Margin Less: Depreciation EBIT Add: Interest Income Less: Interest Expenses Pre-Tax Earnings Annual DSCR Tax and Tax Benefits Total Tax Liability/Benefit at 35% Total Net Operating Losses (NOLs) NPV of NOLs (10% Discount) After-Tax Cash Flow & Tax Benefits CASH FLOW STATEMENT Cash Flow from Operating Activities After-Tax Cash Flow & Tax Benefits Less: Tax Benefits Add: Depreciation Total Cash Flow from Investing Activities Debt Service Reserve Contributions Operating Reserve Contributions Total Cash Flow from Financing Activities Receipt of Federal Cash Grant Receipt of Long-Term Debt Construction Debt Repaid via Federal Cash Grant Construction Debt Repaid via Long Term Debt Long-Term Debt Principal Repaid Total Net Cash Flow 10,911,751 10,911,751 (20,264,680) 13,957,586 13,957,586 (25,921,230) 5,483,764 5,483,764 (10,184,134) 619,696 619,696 (1,150,863) 185,346 198,944 (344,213) (5,006,957) 9,298,635 (8,323,415) 15,457,770 (8,783,308) 16,311,858 (9,295,970) 17,263,945 (9,766,006) 18,136,868 20 YR TOTAL 2012 12/31/2012 1 $0.0450 $0.0020 46.80% 820,126,944 36,905,712 1,640,254 38,545,966 (9,636,492) 28,909,475 75% (49,112,381) (20,202,906) (10,973,525) (31,176,431) 1.61 x 2013 12/31/2013 2 $0.0459 $0.0020 46.80% 817,886,160 37,540,975 1,635,772 39,176,747 (9,794,187) 29,382,560 75% (58,757,043) (29,374,483) (10,504,333) (39,878,816) 1.63 x 2014 12/31/2014 3 $0.0468 $0.0020 46.80% 817,886,160 38,291,794 1,635,772 39,927,567 (9,981,892) 29,945,675 75% (35,609,854) (5,664,180) (10,003,719) (15,667,899) 1.67 x 2015 12/31/2015 4 $0.0478 $0.0020 46.80% 817,886,160 39,057,630 1,635,772 40,693,402 (10,173,351) 30,520,052 75% (22,821,033) 7,699,019 (9,469,578) (1,770,559) 1.7 x 2016 12/31/2016 5 $0.0487 $0.0020 46.80% 820,126,944 39,947,930 1,640,254 41,588,184 (10,397,046) 31,191,138 75% (22,821,033) 8,370,105 (8,899,664) (529,559) 1.73 x 2017 12/31/2017 6 $0.0497 $0.0020 46.80% 817,886,160 40,635,558 1,635,772 42,271,331 (10,567,833) 31,703,498 75% (9,106,324) 22,597,174 (8,291,582) 14,305,593 1.76 x 2018 12/31/2018 7 $0.0507 $0.0020 46.80% 817,886,160 41,448,270 1,635,772 43,084,042 (10,771,010) 32,313,031 75% (889,072) 31,423,960 (7,642,775) 23,781,184 1.8 x 2019 12/31/2019 8 $0.0517 $0.0020 46.80% 817,886,160 42,277,235 1,635,772 43,913,007 (10,978,252) 32,934,755 75% (889,072) 32,045,684 (6,950,517) 25,095,167 1.83 x 2020 12/31/2020 9 $0.0527 $0.0020 46.80% 820,126,944 43,240,924 1,640,254 44,881,178 (11,220,295) 33,660,884 75% (889,072) 32,771,812 (6,211,897) 26,559,915 1.87 x 2021 12/31/2021 10 $0.0538 $0.0020 46.80% 817,886,160 43,985,235 1,635,772 45,621,008 (11,405,252) 34,215,756 75% (889,072) 33,326,684 (5,423,810) 27,902,873 1.9 x
16,368,927,120 636,938,097 24,554,511 661,492,608 (165,373,152) 496,119,456 (206,229,314) 289,890,142 (97,693,065) 192,197,077
31,171,740 26,121,791
206,229,314 299,985,673
(99,083,342) 200,902,332
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V. Pro-Forma
Baker Ranch Wind Farm - Pro-Forma
Sinovel SL1500, 15 Yr PPA, P50 Net Capacity Factor
INVESTOR RETURNS Year Year Ending Fiscal Year PPA Price ($/kWh) REC Price ($/kWh) Net Capacity Factor (Annual) Power Production (kWhrs) Power Revenue REC Revenue Operating Revenue Less: Operating Expenses EBITDA % Margin Less: Depreciation EBIT Add: Interest Income Less: Interest Expenses Pre-Tax Earnings Annual DSCR Tax and Tax Benefits Total Tax Liability/Benefit at 35% Total Net Operating Losses (NOLs) NPV of NOLs (10% Discount) After-Tax Cash Flow & Tax Benefits CASH FLOW STATEMENT Cash Flow from Operating Activities After-Tax Cash Flow & Tax Benefits Less: Tax Benefits Add: Depreciation Total Cash Flow from Investing Activities Debt Service Reserve Contributions Operating Reserve Contributions Total Cash Flow from Financing Activities Receipt of Federal Cash Grant Receipt of Long-Term Debt Construction Debt Repaid via Federal Cash Grant Construction Debt Repaid via Long Term Debt Long-Term Debt Principal Repaid Total Net Cash Flow (10,291,231) 19,112,287 (10,840,786) 20,132,888 (11,450,827) 21,265,821 (12,018,619) 22,320,293 (12,650,000) 23,492,857 20 YR TOTAL 2022 12/31/2022 11 $0.0549 $0.0020 46.80% 817,886,160 44,864,940 1,635,772 46,500,712 (11,625,178) 34,875,534 75% (889,072) 33,986,462 (4,582,944) 29,403,518 1.94 x 2023 12/31/2023 12 $0.0560 $0.0020 46.80% 817,886,160 45,762,239 1,635,772 47,398,011 (11,849,503) 35,548,508 75% (889,072) 34,659,437 (3,685,763) 30,973,673 1.98 x 2024 12/31/2024 13 $0.0571 $0.0020 46.80% 820,126,944 46,805,367 1,640,254 48,445,621 (12,111,405) 36,334,216 75% (889,072) 35,445,144 (2,728,497) 32,716,647 2.02 x 2025 12/31/2025 14 $0.0582 $0.0020 46.80% 817,886,160 47,611,033 1,635,772 49,246,805 (12,311,701) 36,935,104 75% (889,072) 36,046,032 (1,707,120) 34,338,912 2.05 x 2026 12/31/2026 15 $0.0594 $0.0020 46.80% 817,886,160 48,563,254 1,635,772 50,199,026 (12,549,757) 37,649,270 75% (889,072) 36,760,198 (617,340) 36,142,858 2.09 x 2027 12/31/2027 16 $0.0000 $0.0000 46.80% 817,886,160 0% .x 2028 12/31/2028 17 $0.0000 $0.0000 46.80% 820,126,944 0% .x 2029 12/31/2029 18 $0.0000 $0.0000 46.80% 817,886,160 0% .x 2030 12/31/2030 19 $0.0000 $0.0000 46.80% 817,886,160 0% .x 2031 12/31/2031 20 $0.0000 $0.0000 46.80% 817,886,160 0% .x
16,368,927,120 636,938,097 24,554,511 661,492,608 (165,373,152) 496,119,456 (206,229,314) 289,890,142 (97,693,065) 192,197,077
31,171,740 26,121,791
206,229,314 299,985,673
(99,083,342) 200,902,332
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V. Investors Return
(36,856,473) 28.61%
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