Regulatory Filings • Sep 29, 2020
Regulatory Filings
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September 29, 2020
Commission File Number 001-36761
1 Temasek Avenue #36-01 Millenia Tower Singapore 039192 (Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒Form 40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐No ☒
If ''Yes'' is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
EXHIBIT 99.1 TO THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT.
On September 16, 2020, Kenon Holdings Ltd.'s ("Kenon") subsidiary OPC Energy Ltd. ("OPC") announced that a non-binding term sheet was executed between OPC and Global Infrastructure Management LLC for the acquisition of Competitive Power Ventures group ("CPV") by OPC. CPV is engaged in the development, construction and management of renewable energy and conventional energy (natural gas-fired) power plants in the United States. On September 24, 2020, OPC announced a potential private placement relating to the potential CPV acquisition.
Further to these announcements, on September 29, 2020, OPC announced further details with respect to the CPV transaction. English convenience translations of this announcement and a related investor presentation, as published by OPC, are furnished as Exhibits 99.1 and 99.2 to this Report on Form 6-K. In the event of a discrepancy between the Hebrew and English versions, the Hebrew version shall prevail.
The OPC securities referenced in this Report on Form 6-K have not been registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under that act.
This Report on Form 6-K, including the exhibits hereto, includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the potential acquisition of CPV by OPC, including the expected timing and benefits of the acquisition, potential sources of acquisition financing, expected consideration, insurance and other potential agreements, OPC's intention to advance CPV development projects following the acquisition and expected additional investment in CPV projects, expectations relating to incentive and tax benefit policies for renewable energy, statements with respect to CPV projects under construction, including the information regarding the projected year of commercial operation and the expected construction cost, statements with respect to CPV projects under development, expected pipeline and growth of renewable energy assets, U.S. market renewable energy opportunity and expected impact of US elections, and other non-historical matters. These statements are based on current expectations or beliefs and are subject to uncertainty and changes in circumstances. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Kenon's control, which could cause the actual results to differ materially from those indicated in such forward-looking statements. Such risks include risks relating to the proposed acquisition, related acquisition financing and other agreements not being carried out as described or at all, including that an acquisition agreement is not entered into under the proposed terms or at all, that the benefits of the acquisition do not materialize as expected or at all, expected approvals and clearances not received within the expected timing or at all, changes in OPC's plans in connection to its advancement of and investment in CPV's projects, changes in federal and state policies and regulations connected to incentive and tax benefit policies, with respect to CPV's projects under construction, delays in receiving required permits, a change in the construction costs, delays in the construction, changes in the provisions of law, an increase in the financing expenses, and unforeseen expenses or other unforeseen risk, with respect to CPV's projects under development, delays in or an inability relating to the completion of the development processes, signing agreements, assurance of financing and receipt of various approvals and permits, changes in the US renewable energy market and expectations as well as potential adverse impact of US elections, and other risks and factors including the impact of the COVID-19 outbreak, those risks set forth in Exhibit 99.1 herein under the heading "Special (main) risk factors involved in CPV's activities," and those risks set forth under the heading "Risk Factors" in Kenon's Annual Report on Form 20-F filed with the SEC and other filings. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.
| 1 99. |
OP C E Ltd edi : "P ntia l T tion for isit ion of the CP V G " d d S ber 29 , 20 20* Imm Rep Ac ate ort ote ate ept ner gy ran sac qu rou p em .— |
|---|---|
| 2 99. |
OP C E Ltd atio n: " OP C A isit ion of CP V" da ted Se mb er 2 020 * Inv or P est ent pte ner gy res cqu .— |
*English convenience translation from Hebrew original document.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KENON HOLDINGS LTD.
Date: September 29, 2020
By:/s/ Robert L. Rosen
Name:Robert L. Rosen
Title:Chief Executive Officer
Exhibit 99.1
September 29, 2020
To: The Securities Authority Jerusalem
To The Tel-Aviv Stock Exchange Ltd.Tel-Aviv
Further to that stated in the Company's Immediate Report dated September 16, 20201 regarding an undertaking in a Term Sheet for acquisition of Competitive Power Ventures Group (CPV2) ("the Potential Transaction"), the details of which are presented herein by means of reference ("the Immediate Report regarding the Term Sheet"), and in connection with the Company's Immediate Report dated September 29, 2020 regarding examination of issuance of debentures of the Company3, the Company is pleased to provide additional details with respect to the Potential Transaction and CPV, as follows:
1.2 An amount estimated at approximately NIS 250 million as part of use of the proceeds from issuance of the Company's debentures ("Series B") by means of expansion of a series, as stated in the Company's Immediate Report dated September 29, 2020, (Reference No.: 2020-01105666)5;
2The holdings and rights in the following entities: Competitive Power Ventures Inc. ("CPVI"); CPV Power Holdings LP ("CPVPH"); and CPV Renewable Energy Company Inc. ("CPV REC") (together – "CPV" or "the CPV Group").
3 Reference No.: 2020-01105666.
4 As stated in the Immediate Report regarding the undertaking in the Term Sheet, the scope of the sources is up to about \$800 million (approximately NIS 2,800 million), in respect of the consideration for the transaction and additional investments in the list of projects in the upcoming years –this being subject to adjustment to the components of the consideration that will be provided in the acquisition agreement.
5 Subject to completion of an issuance, as stated, and the results thereof (if made) (as stated in the Company's above-mentioned Immediate Report).
1The Company's Immediate Report regarding the undertaking in the Term Sheet –(Reference No.: 2020-01-043819).
1.(Cont).
1.5 An additional amount, in the aggregate amount of about NIS 730 million, is required to complete the Potential Transaction and invest in CPV's pipeline in the next few years, as part of issuance of the Company's shares and/or through a loan from a private and/or institutional entity and/or a bank, or a combination thereof. As at the date of the Report, the Company's management is carrying on negotiations with Harel for provision of financing in the amount of about NIS 400 million out of the above amount.
That stated in this Section regarding the Company's intentions with respect to sources of financing for acquisition of CPV constitutes "forward-looking" information as it is defined in the Securities Law, 1968 ("the Securities Law"), which is based on the Company's intentions and plans as at the date of the Report and regarding which there is no certainty it will be realized. These intentions may not be realized or may be realized in a manner different than that stated, and the matter depends on, among other things, appropriate market conditions, formulation of agreements with third parties and additional parties that are not under the Company's control. In addition, that nothing in that stated constitutes an offer to acquire securities of the Company or an undertaking of the Company to make an issuance of the Company's securities. As stated above, as at the date of the Report, an acquisition agreement had not yet been signed and the final terms thereof had not yet been formulated, and there is no certainty regarding the signing thereof and/or its terms, as stated. The scope of the required sources is expected to be subject to adjustments and arrangements that will be provided as part of the acquisition agreement (should it ultimately be signed) and the transaction costs and, therefore, they may be different (even significantly) than that stated above.
6 As stated in Section 17.2.4 of Part A of the Company's Periodic Report for 2019, which was published on February 27, 2020 (Reference No.: 2020-01-016870) where that stated therein is presented herein by means of reference. It is noted that as part of the trust certificate for the Company's debentures (Series A), a condition is included that restricts execution of a change in the area of the Company's activities in such a manner that the Company's main activities are not in the energy sector in Israel (see Section 11.25 of the trust certificate attached to the Company's prospectus published on August 8, 2017 (Reference No.: 2017-01-078789)). According to the Company's estimate, as of the completion date of the Proposed Transaction (should it be executed), the condition has not been met. Regarding the possibility of full or partial redemption of the Company's debentures (Series A) – see the Company's Immediate Report above regarding examination of issuance of debentures (Series B) by means of expansion of a series. That stated in this section constitute "forward looking" information, as it is defined in the Securities Law, based on the Company's estimate as of the date of this report, and may change in the short or long term, based on the operations of CPV or the operations of the Company.
2
The electricity market in the United States is a large market with about 1,000 gigawatts of generation facilities. Generation of the electricity in the United States is based on a variety of energy sources, which stem mainly from fuel and energy sources in the United States. In this area, there has been a trend of a change in the generation mix, among other things, as a result of low gas prices, the increasing impact in the market of federal and state and environmental regulations, macro-economic and advanced technology trends, where over the past few years generation sources based on natural gas and renewable energy have been in a rising trend at the expense of power plants running on coal, oil, crude oil and diesel oil.
The electricity market in the United States is supervised by a number of entities, where there are three significant entities that are responsible for operation of the market, reliability of the system and the electricity prices. In general, there are a number of independent electricity markets in the United States operating in a regional framework, under an independent market manager (ISO). Each of the markets has a different market mechanism. Nonetheless, all the mechanisms are supervised by the federal regulator (the FERC) and by the regulator within the boundaries of the state (the PUC).
The electricity market in the United States operates in the framework of a number of large regional markets that manage the electricity economy in a wide geographic region. These markets were formulated during the 2000 years upon establishment by the Federal Energy Regulatory Commission (FERC). The independent electricity markets are built on the Independent Systems Operator (ISO) was established, which is an independent administrator of the electricity system in that region and the Regional Transmission Organization (RTO), which is essentially responsible for and manages the main transmission system (grid) in the said market and permits equal access to the transmission grid to all the generators. The ISO manages, supervises and reviews the activities of the electricity system and is responsible for the availability of the system, supply of the electricity and reliability of the service. In many cases the RTO and the ISO are the same entity. At the present time in the United States there are seven ISOs that independently manage the electricity systems.
The PJM market is a competitive market that operates in the wholesale electricity market, as an administrator of the electricity system that covers parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Washington, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia, and the District of Columbia, which services about 65 million residents. The PJM market includes about 198 gigawatts of installed capacity for generation of electricity, with peak demand of about 148 gigawatts and more than 150,000 kilometers of transmission lines.
8Source: State of the Market Report for PJM 2019.

7That stated in this Section below is with respect to the market in which CPV operates is based on internal information.
The PJM is supervised by and receives its authority from the federal regulator (FERC) and is financed by payments from participants in the market. The PJM collects a payment for capacity, electricity, transmission, accompanying services and other services required for operation of the electricity economy from the population of the users (households, commerce and industry), and from part of the consideration to the generators and transmitters, by means of a variety of market mechanisms, including purchase of capacity (Forward Capacity Market) and an energy (electricity) acquisition mechanism in the Day Ahead market. The availability price is determined in an annual tender for the activity year three years in advance and is guaranteed without reference to the actual amount of energy generated. The electricity prices for energy are determined on the basis of the highest marginal price in the market.
The NYISO market has operated since 1999 and is one of the advanced electricity markets in the United States and in the world. The NYISO market includes about 39 gigawatts of installed capacity for generation of electricity and more than 18,000 kilometers of transmission lines, which serve about 20 million customers with a peak demand of about 34 gigawatts. The market is divided into 11 regions (districts) that are determined in accordance with the different supply and demand between the regions. The pricing of the electricity and the availability varies between the regions dependent on the demand and the available capacity. The energy market of the NYISO is based on an energy (electricity) purchase mechanism in the Day Ahead market. In addition, the NYISO has operated an availability market since 2003. The availability prices are determined in semi-annual, monthly and SPOT availability tenders, with variable availability prices on a monthly basis, where the availability payments are guaranteed without reference to the amount of electricity actually generated. The electricity prices for energy are determined on the basis of the highest marginal price in the market.
The ISO–NE market is an independent system administrator for the New England energy economy, which includes the generation and supply systems and transmission network (grid). The ISO–NE has operated since 1997 and is considered one of the developed electricity markets in the United States. The system covers Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont and serves about 15 million residents with an installed capacity of about 31 gigawatts and peak demand of about 28 gigawatts and more than 14,000 kilometers of transmission lines. The ISO–NE is supervised by and receives its authority from two regulators: the Federal regulator (FERC) and the local electricity authority (PUC), and is financed by payments from participants in the market. ISO collects a payment for capacity, electricity, transmission, accompanying services and other services required for operation of the electricity economy from the population of the users (households, commerce and industry), and from part of the consideration to the generators and transmitters, by means of a variety of market mechanisms, including purchase of capacity (Forward Capacity Market (FCM)), where the availability payments are guaranteed without reference to the amount of electricity actually generated. The availability price is determined in an annual tender for the activity year three years in advance. Acquisition of energy (electricity) in the Day Ahead market, where the electricity prices for energy are determined on the basis of the highest marginal price in the market.
9 Source: NYISO Load & Capacity Data Report 2020.
10 Source: New England Power Grid 2018–2019 Profile.
In recent years, the United States has been transitioning to green (renewable) energies, and the increase thereof has been rapid. Historically, most of the electricity on the basis of green (renewable) energies was based on a hydroelectric basis. Nonetheless, over the past few years, there has been an accelerated increase in the wind-based and solar-based power plants. One of the main factors driving the increase in renewable energies is the regulation at the state level, where there are a number of states that have defined mandatory targets for renewable energies and reduction of emissions over the next decade. Developers of renewable energies are entitled to federal tax benefits. Wind fields are entitled to a Production Tax Credit (PTC) which provides a tax benefit for every KW/h generated over the next 10 years. These benefits are expected to decline and even to end in the upcoming decade. Furthermore, solar plants are entitled to tax benefits of the Investment Tax Credit (ITC) type which provides tax benefits to a developer on the completion date of the construction. These benefits are also expected to decline during the upcoming decade. In addition, the power plants running on green energies are entitled to sell Renewable Energy Certificates (REC) in favor of local electricity companies, private companies that are required to show compliance with renewable energy targets. For the most part, sale of the electricity is executed on the basis of an electricity sale agreement or a hedge agreement.
That stated in this Section regarding the incentive and tax benefit policies for renewable energy includes "forward-looking" information, as it is defined in the Securities Law, regarding which there is no certainty it will be realized, and that stated could be impacted by changes in federal/state policies and regulations in the area.
The details presented regarding CPV's activities and the projects it holds and manages are based on the best of the Company's knowledge and are in accordance with the information it was provided by CPV as at the date of the Report.
4.1 Active projects and projects under construction: As stated in the Immediate Report regarding the Term Sheet, CPV is engaged in development, construction and management of power plants using renewable energy and conventional energy (powered by natural gas) in the United States, and it holds rights in active power plants and a power plant under construction, which it initiated and constructed over the past several years – both in the conventional area and in the area of renewable energy. Set forth below is a brief description of CPV's main projects:
Set forth below are main details with respect to CPV's active projects the construction of which have been completed and have reached commercial operation:
| Pro jec t |
Lo ion cat |
Ca ity pac (M W) |
Ra f te o hol din gs t as a the da te of t he Rep ort |
r of Yea rci al com me ion rat ope |
e of Typ jec t/ pro hno log tec y |
f sa f Ma le o nne r o ilab ilit / ava y ele icit ctr y |
Ma in fin ing anc \$ (US mi llio ns) [1] |
Ge al [ 2] [3 ] [4] [5] [6] ner |
|---|---|---|---|---|---|---|---|---|
| CP V F airv iew |
Pen lva nia nsy |
1,05 0 |
25% | 201 9 |
Na al g tur as, bin ed le com cyc |
Av aila bili s fr the ty p ent aym om Sys Ad min istr r (P JM ), tem ato wit hou fer the l t re e to tua enc ac nti ed, ba sed the ty g rat qua ene on ice de ine d in l term pr an an nua der for the tivi thr ten ty y ac ear ee rs i dva . Th vai lab ilit yea n a nce e a y ice is kno Ma 202 2. T he to pr wn up y ilab ilit rice de ine d fo r th term ava y p e 202 1/2 2 a vai lab ility ar i s \$ 140 ye pe r MW /da in t he ion in wh ich the reg y jec t is loc d. ate pro Sal f el rici in t he ani zed ect ty e o org rke t is vis ed and PJM ma su per adm ini ed by the Sy ster stem Ad min istr ly o f ato r to en sur e su pp the ele ctri city in ord ith acc anc e w ice off of the ele ctri city pr ers tor gen era s. |
A l nt i n th of unt oan ag ree me e a mo ut \$ abo 625 mi llio nd n, a acc om pan y- ing dit fram ork s of ab \$8 5 out cre ew mil lion e 3 0, 2 025 , be arin Jun to , up g ual int t th e L ond Int st a ann ere on er- Ban k O ffer ed Rat e (" LIB OR ") + 2.5 % p er y ear |
Th roj ha hed ing ect e p s a g – wi th r the ent ect to agr eem esp ins of the rice ma rg en erg y p s (en ins ) of the O RP erg y m arg (Re Put Op tion ) ty end ing ven ue pe in 2 025 Th roj ha ect nt e p s a gas ag ree me – for the lan t's aci ty u po we r p cap p 025 the ba sis of m ark to 2 et , on ice the isit ion int at pr ac qu po |
| 6 |
| Pro jec t |
Lo cat ion |
Ca ity pac (M W) |
f Ra te o hol din gs t as a the da te of t he Rep ort |
Yea r of rci al com me rat ion ope |
Typ e of jec t/ pro tec hno log y |
Ma f sa le o f nne r o ilab ilit / ava y ele ctr icit y |
Ma in fin ing anc \$ (US mi llio ns) [1] |
Ge al [ 2] [3 ] [4] [5] [6] ner |
|---|---|---|---|---|---|---|---|---|
| CPV To ntic wa |
Co ctic ut nne |
805 | 26% | 201 8 |
al g as / du al- Na tur fue l, c bin ed om le cyc |
Av aila bili s fr the ty p ent aym om Sys Ad min istr r (I SO E), -N tem ato wit hou fer the l t re e to tua enc ac nti ed, ba sed the ty g rat qua ene on ice de ine d in the der term ten pr Th roj rtic ipa ted in ect e p pa an ilab ilit nde r fo r th e fi tim y te rst ava e in 2 018 -20 19 bas ed rice of on a p \$9. 55 KW /mo nth d it per an rci sed the ssib ilit the y to exe po det ine the iff for tar erm sev en rs i f 72 5 m ct o tts yea n re spe ega wa link ed he Uti liti es I to t ts npu Ind r 20 23- 24 the re i Fo ex. s a sib ilit sel l an ad diti l y to pos ona 45 . Fr 20 25 atts me gaw om ilab ilit rice ill b e b d o ava y p s w ase n ual der for the tivi ten ty an ann ac r th in adv yea ree ye ars anc e. Sal f el rici in t he ani zed ect ty e o org ISO -N E m ark et i vis ed and s su per adm ini ed by the Sy ster stem Ad min istr ly o f ato r to en sur e su pp the ele ctri city in ord ith acc anc e w ice off of the ele ctri city pr ers tor gen era s. |
A l nt i n th of unt oan ag ree me e a mo ut \$ abo 578 mi llio nd n, a ing dit fram ork acc om pan cre ew s y- t \$9 of a bou 8 m illi to on, up Jun e 3 0, 2 025 , be arin al g a nnu inte t of % f "L IBO R" + 2 .75 res or the ye ar. |
Th as f he jec t is or t e g pro – uir ed in t he rke the t on acq ma bas is o f m ark rice the et p s at uis itio oin t. acq n p |
| Pro jec t |
Lo ion cat |
Ca ity pac (M W) |
Ra te o f din hol gs t as a the da te of t he Rep ort |
Yea r of rci al com me ion rat ope |
Typ e of jec t/ pro hno log tec y |
Ma f sa le o f nne r o ilab ilit / ava y ele icit ctr y |
Ma in fin ing anc \$ (US mi llio ns) [1] |
G ral [2] [3] [ 4] [5 ] [6] ene |
|---|---|---|---|---|---|---|---|---|
| CPV lan d M ary (S t. C har les) |
lan d Ma ry |
745 | 25% | 201 7 |
al g Na tur as, bin ed le com cyc |
aila bili s fr the Av ty p ent aym om Sys Ad min istr r (P ), JM tem ato wit hou fer the l t re e to tua enc ac nti ed, ba sed the ty g rat qua ene on ice de ine d in l term pr an an nua der for the tivi thr ten ty y ac ear ee rs i dva . Th vai lab ilit yea n a nce e a y ice is kno 202 2. Ma to pr wn up y Th vai lab ilit rice de ine d term e a y p for the 20 21/ 22 ilab ility ar i ava ye s \$14 0 p er M W/ day in the ion in reg wh ich the oje ct i s lo ed. cat pr Sal f el rici in t he ani zed ect ty e o org PJM rke t is vis ed and ma su per adm ini ed by the Sy ster stem Ad min istr ly o f ato r to en sur e su pp the ele ctri city in ord ith acc anc e w ice off of the ele ctri city pr ers tor gen era s. |
A l nt i n th of unt oan ag ree me e a mo abo ut 3 29 mil lion d , an ing dit fram ork acc om pan cre ew s y- t \$6 of a bou 1 m illi to on, up Ma rch 31 , 20 22, be arin al g a nnu inte t of "L IBO R" + 4 .25 % f res or the ye ar. |
Th roj ha hed ing ect e p s a g – wi th r the ent ect to agr eem esp ins of the rice ma rg en erg y p s (en ins ) of the RP O erg y m arg (Re Put Op tion ) ty ven ue pe end ing in 202 2. isit ion of the s fo r th Ac qu ga e – jec t is de the ba sis of pro ma on the rke ice t pr ma s. |
| Pro jec t |
Lo ion cat |
Ca ity pac (M W) |
Ra f te o hol din gs t as a the da te of t he Rep ort |
r of Yea rci al com me ion rat ope |
e of Typ jec t/ pro hno log tec y |
f sa f Ma le o nne r o ilab ilit / ava y ele icit ctr y |
Ma in fin ing anc \$ (US mi llio ns) [1] |
G ral [2] [3] [ 4] [5 ] [6] ene |
|---|---|---|---|---|---|---|---|---|
| CP V S hor e (W ood bri dge ) |
Ne w Je rse y |
725 | 37. 53% |
201 6 |
Na al g tur as, bin ed le com cyc |
Av aila bili s fr the ty p ent aym om Sys Ad min istr r (P JM ), tem ato wit hou fer the l t re e to tua enc ac nti ed, ba sed the ty g rat qua ene on ice de ine d in l term pr an an nua der for the tivi thr ten ty y ac ear ee rs i dva . Th vai lab ilit yea n a nce e a y ice is kno Ma 202 2. to pr wn up y Th vai lab ilit rice de ine d term e a y p for the 20 21/ 22 ilab ility ar i ava ye s \$16 6 p er M W/ day in the ion in reg wh ich the oje ct i s lo ed. cat pr Sal f el rici in t he ani zed ect ty e o org rke t is vis ed and PJM ma su per adm ini ed by the Sy ster stem Ad min istr ly o f ato r to en sur e su pp the ele ctri city in ord ith acc anc e w ice off of the ele ctri city pr ers tor gen era s. |
A l nt i n th of oan ag ree me e sc ope ut \$ abo 385 mi llio nd n, a ing dit fram ork acc om pan y- cre ew s of a bou t \$1 20 mil lion to , up De c. 2 7, 2 025 , be arin al g a nnu inte t of LI BO R + 3.7 5% res pe r yea r. |
Th roj ha hed ing ect e p s a g – wi th r the ent ect to agr eem esp ins of the rice ma rg en erg y p s (en ins ) of the He at erg y m arg Ra te C all Op tion ndi in typ e e ng 202 1. Ac isit ion of the s is de qu ga ma – the ba sis of m ark rice et p on s. |
| jec Pro t |
ion Lo cat |
Ca ity pac (M W) |
Ra f te o hol din gs t as a the da te of t he Rep ort |
Yea r of rci al com me ion rat ope |
Typ e of jec t/ pro tec hno log y |
Ma f sa le o f nne r o ilab ilit / ava y icit ele ctr y |
Ma in fin ing anc (US \$ mi llio ns) [1] |
Ge al [ 2] [3 ] [4] [5] [6] ner |
|---|---|---|---|---|---|---|---|---|
| CPV Va lley |
Ne w Y ork |
720 | 50% | 201 8 |
Na al g as / du al tur fue l, c bin ed om le cyc |
Av aila bili s fr the ty p ent aym om Sys Ad min istr r (N YIS O), tem ato bas ed the ice de ine d in term on pr al a vai lab ilit nd SP OT sea son y a der ith ilab ilit rice ten s, w ava y p s tha t ch h. ont ang e e ver y m Sal f el rici in t he ani zed ect ty e o org NY ISO ) m ark et i vis ed and s su per adm ini ed by the Sy ster stem Ad min istr ly o f ato r to en sur e su pp the ele ctri city in ord ith acc anc e w ice off of the ele ctri city pr ers tor gen era s. |
A l nt i n th of oan ag ree me e sc ope ut \$ abo 502 mi llio nd n, a ing dit fra rks acc om pan y cre me wo t \$1 of a bou 40 mil lion to , up e 3 0, 2 023 , be arin al Jun g a nnu inte t of BO 3.5 LI R + % p res er y ear |
Th roj ha hed ing ect e p s a g – wi th r the ent ect to agr eem esp ins of the rice ma rg en erg y p s (en ins ) of the RP O t erg y m arg ype end ing in 202 3. Ma y Ac isit ion of the s fo r th qu ga e – jec t is de the ba sis of pro ma on the rke ice t pr ma s. |
| CPV Ke n II ena |
Ok lah om a |
152 | 70% | 201 0 |
Wi nd |
Th roj ed int ect ter e p en o a n for ly o f el rici ent ect ty agr eem su pp (PP A) wit h a uti liti for es c om pan y 100 % o f th lec tric ity ted e e gen era to 2 030 up |
Lo s in the of ent an agr eem sc ope ut \$ abo 72 mil lion d , an ing dit fra rks acc om pan y cre me wo t \$1 of a bou 8 m illi to on, up , be arin al De c. 3 1, 2 028 g a nnu inte t of BO 2.2 5% LI R + res on ave rag e p er y ear |
[1] As at June 30, 2020. It is noted that the main financing agreements include, among other things and as is customary in agreements for projects of this type, financial covenants, conditions for making distributions, execution of repayments in the loan period (mandatory prepayments), various payment (repayment) grounds, commissions for unutilized credit frameworks and other conditions. In addition, as part of the financing agreements, collaterals were provided on the relevant project's assets.
[2] It is noted that in certain agreements signed by (for) the projects of the CPV Group (including development projects), including hedging agreements, agreements with additional holders of rights in the projects, an agreement for sale of electricity, there is a restriction against a change in the holdings in the project that does not fulfill certain conditions. As at the date of the Report, the impact of the Potential Transaction on restriction as stated is being examined, and to the extent such a restriction applies due to the Potential Transaction and the consent of the relevant parties for that agreement is not received, those parties may be permitted to bring the agreement to a conclusion. In addition, in some of the agreements the possibility exists for early conclusion pursuant to the terms of the relevant agreement.
[3] The projects have signed maintenance agreements (Construction Service Agreements LTSA / CSA) with the main equipment supplier, on terms that are customary for projects of this type in the United States.
[4] The projects have signed operating agreements (O&M agreements) on terms that are customary for projects of this type in the United States.
[5] The projects have signed gas transmission agreements, in accordance with the customary gas transmission terms in the relevant markets in which each project operates.
[6] The projects have signed management agreements with CPV, as stated in Section 4.3 below. There are agreements with additional holders of rights in each project (including projects under development that are not wholly owned) that govern their relationships as holders of rights in the project.
| Pro jec t |
Loc a- tion |
Ca ity pac (M W) |
Ra f te o hol din gs t as a the da te of t he Rep ort |
Yea r of rci al com me ion rat ope |
jec Pro ted dat e of rci al com me ion rat ope |
Typ e of jec t/ pro hno log tec y |
f Ma nne r o sal f e o ilab ilit / ava y ele icit ctr y |
Exp ed ect con - ion str uct t cos \$ (US mi llio ns) |
Ma in fin ing anc \$ (US mi llio ns) [1] ab see ove |
Ge al ner [2 ] – [6] abo see ve |
|---|---|---|---|---|---|---|---|---|---|---|
| CPV Th ree Ri ver s |
Illi noi s |
1,25 8 |
[7] 1 7.5 % |
202 0 |
Ma 202 3 y |
Na al g tur as, bin ed le com cyc |
Ex ted tici to pat pec par e in t end for ers ilab ilit in t he PJM ava y rke t fo r th e 2 023 /24 ma d s ale of yea r an ele ctri city in the PJ M rke t. ma |
Ab 1,2 93 out |
Lo s in ent an agr eem of \$ the 750 sco pe mil lion d an ing acc om pan y- dit fram ork cre ew s of a bou t 12 5 mil lion to , up Jun e 3 0, 2 028 , bea rin al g a nnu inte t of LI BO R res lus in o f p a m arg 3.5 % o n y ear |
Th roj ha uip has ect nt p e p s an eq me urc e – and tion (E PC ) ag nt f nst co ruc ree me or ctio f th roj key stru ect a t con n o e p on urn bas is, inc lud ing mit nt f a c om me or ion ovi ded in the cut nt exe s pr ag ree me and a d eliv da M 15, 20 23. te u p to ery ay Th roj ha ine d ect e p s an en g ere – ipm cka for (EE P) ent ent equ pa ge agr eem the bin nd the ele ctri city tur es a tion ste gen era sy m. Th roj ha etb ack ect nts e p s g as n ag ree me – in t he fra rk o f w hic h g as i me wo s cha sed f th lec tric ity at te o pur a ra e e ice pr |
[7] The rate of the holdings could decrease to 10% up to the closing date of the Potential Transaction (if it is ultimately completed).
The information provided above with respect to the project under construction, including the information regarding the projected year of commercial operation and the expected construction cost, includes "forward-looking" information as defined in the Securities Law, 1968, regarding which there is no certainty it will be realized (in whole or in part) and that is not under the Company's control or the exclusive control of CPV. The information is based on, among other things, estimates provided to the Company by CPV, and is also based on plans and assumptions regarding which there is no complete certainty that they will materialize, and that may not materialize due to factors that are not under CPV's control, such as: delays in receiving required permits, a change in the construction costs, delays in the construction, changes in the provisions of law, an increase in the financing expenses, unforeseen expenses, changes in the weather, etc. There is no certainty that these estimates will be realized, in whole or in part, and they may be different, even materially, from those detailed above.
4.2 Projects under development: In addition to the power plants running on conventional technology and renewable energy, stated above, at the present time CPV has a list of 15 projects in various stages of development in the United States, in the aggregate scope of about 6,200 megawatts, of which 13 projects, having an overall scope of about 4,945 megawatts, which are wholly-owned by CPV, one project, having an overall scope of about 635 megawatts, which is held by CPV at the rate of about 57.5%, and an additional project, having an overall scope of about 620 megawatts, which is held by CPV at the rate of about 70%. The development stages for each project include, among other things, the following processes: formulation (securing) of the rights in the project's lands; licensing processes; environmental surveys; engineering examinations; examinations of connection to the relevant transmission networks (grids); signing of agreements with relevant investors and suppliers and an undertaking in a hedge agreement.
| De vel Pip elin ent opm e |
||||||
|---|---|---|---|---|---|---|
| Tec hno log Ad ced Ear ly Tot al van y |
||||||
| PV | 8 | 1,10 | 1, | |||
| 95 | 0 | 995 | ||||
| Wi | 2 | - | 2 | |||
| nd | 50 | 50 | ||||
| CC | 1,98 | 1,97 | 3, | |||
| GT | 5 | 0 | 955 | |||
| Tot | 3, | 3, | 6, | |||
| al | 130 | 070 | 200 |
Set forth below is a summary of the scope of the projects under development, the development stage and the technology (in megawatts):
It is clarified that as at the date of the Report, there is no certainty regarding the actual execution of the projects under development (in whole or in part), and their advancement is subject to, among other things, completion of the development processes, signing agreements, assurance of financing and receipt of various approvals and permits. As a practical matter, the projects under development (all or part of them) may not be executed – this being due to various factors, including factors not under CPV's control.
4.3 Asset Management Agreements: As stated in the Immediate Report regarding the Term Sheet, CPV is engaged in, by means of an assets' management group, provision of management services to power plants in the United States with respect to a variety of technologies and fuel types – this being in an overall scope, as at the date of the Report, of about 10,600 megawatts (about 5,455 megawatts for projects in which it holds equity rights, as stated in Section 4.1 above, and about 5,140 megawatts for projects for third parties) by means of signing asset management agreements, usually for short/medium periods. As at the date of the Report, the average balance of the period of all the management agreements (in projects wherein CPV holds rights and in projects of third parties) is about 4 years, where the average balance of the period in the management agreements for projects in which CPV holds rights is about 6 years (all of this subject to the provisions of the relevant agreement regarding the possibility of early conclusion of the agreements or possibilities for renewal thereof for additional periods, as applicable). The management services are provided in exchange for annual management fees. The management services include, among others, project management and compliance with regulations, supervision of operation of the project, management of the energy generated, including optimization and management of exposures, management of the project's debt and credit, management of undertakings in the agreements, licenses and contractual liabilities, management of budgets and financial matters, project insurance, etc. CPV's presence in the main electricity markets give it management understanding (expertise) and the ability to optimize the portfolio of the projects is manages.
4.4 Special (main) risk factors involved in CPV's activities and the Coronavirus: As a group operating in the area of generation of electricity (in conventional energy and in renewable energy) in the United States, CPV's activities are exposed to risk factors relating to the electricity market and the natural gas market in the United States, including the risk factors as stated below: federal and local regulation (including regulatory changes and the rules applicable to electricity generators operating in the United States, compliance with conditions of licenses, policies for providing encouragement and tax benefits for green (renewable) energy, etc.), regulation, as stated, could be impacted by changes in political and governmental policies at the federal and state levels; environmental risks involved with construction and operation of power plants, including power plants running on renewable energy (wind, solar), dependence on the wind energy, and compliance with environmental regulatory conditions, where a failure of or deviation from the standards or environmental regulations could have an adverse impact (even significantly) on the results of CPV's activities and/or prevent advancement of projects under development; as a group engaged in development, construction and management of power plants, CPV's activities are subject to construction risks in all the aspects relating to construction of power plants (including obtaining the required financing, compliance with timetables, dependence on work teams and technical equipment); breakdowns (such as, a mechanical breakdown, breakdown of electricity connections, etc.), problems with fuel supply, accidents or disruptions of the activities of the facilities could have an adverse impact (even a significant adverse impact) on the results of CPV's activities; some of CPV's material agreements (including hedging agreements, gas supply agreements, gas transmission agreements, project management agreements) are for short/medium periods. Difficulties in renewing or extending agreements prior to expiration and/or securing new undertakings having inferior conditions could have an adverse impact (even significantly) on CPV's results and activities; CPV's activities are impacted by external factors, such as, construction contractors, natural gas suppliers and availability of a natural gas transmission network, and in this respect some of the projects are exposed to assurance of a continuous transmission (supply) of natural gas; the results of the activities of the CPV Group are exposed to market risks, including price fluctuations, mainly energy and natural gas prices and prices that constitute a basis for linkage of the agreements of the CPV Group. The projects enter into hedging agreements in order to reduce exposure to price fluctuations and/or to assure a minimum cash flow as an inherent (integral) part of their activities, however the hedging agreements might not assure full protection with reference to all the energy sold and/or might not be renewed or may be renewed on different terms; as a group operating in the area of renewable energy, the Group's results and advancement of the development projects in this area are impacted by government policies (federal and local) for encouragement and granting of incentives with respect to renewable energy and by the various permits required for the projects, including regulatory permits. In addition, the Group's results and possibilities for advancement and undertakings in development projects is affected by the Group's ability to obtain financing on attractive terms, to comply with the conditions of the financing agreements signed by (for) the projects and the ability to refinance existing debt and credit. Financing agreements as stated could include restrictions and commitments that could limit distributions of require execution of payments (prepayments); the CPV Group is active in sophisticated and competitive electricity markets and sells capacity and electricity in the framework of competitive processes of the System Administrator.
The spread of the Coronavirus (COVID-19) had a significant impact on the economy and on the financial markets in both the United States and worldwide. In addition, in the period of the Coronavirus, significant instability is discernable in the commodity markets in the United States, including a significant decline in the prices of oil and natural gas. With the decreased global demand for oil, the oil prices dropped to a very low level and remained at levels that make new drillings in the United States an economic challenge. As a result, there was a decline in the oil production, mainly in the Permian basin in Texas, along with a decrease in the accompanying production of natural gas. Furthermore, the electricity market in the northeastern part of the United States was also adversely affected by the Coronavirus, mainly because a considerable part of the population remained at home. In April through June 2020, the demand for energy in the northeastern part of the United States was 5%–10% lower than usual, where the most dramatic reduction was in New York City.
The activities of the power plants of the CPV Group continued even during the period of the Coronavirus, while making the adjustments described below. The Coronavirus impacted (caused) a change in the timetables for the work shifts of the CPV Group's employees, a reduction of initiated shutdowns for purposes of periodic maintenance, extension of the length of the unplanned periodic maintenance period, the need for adjustments by the Group's employees to working from home and adjustments required in the workplaces. In addition, the Group was and is required to make adjustments in connection with information security (protection) at the power plants.
It is noted that as at the date of the Report, there is no certainty with respect to the duration of the Coronavirus, its force and its impacts on the markets or on factors related to CPV's activities and, therefore, CPV is unable to estimate the impact of the Coronavirus with any degree of certainty. The outbreak and spread of the Coronavirus on the CPV Group's power plant and work sites, as well as measures that will be taken worldwide in respect thereof, the impact on the economy and the commodity markets in the United States, in general, and on the prices of oil and natural gas, in particular, could impact CPV's activities (even significantly), completion of the construction of the project under construction (as detailed in Section 4.1 above), advancement of the development of CPV's development projects and CPV's ability to execute its future projects.
For the six-month period ended June 30, 2020 [2] [8]:
| CP VI |
CP V R EC |
CP VH |
CP V G p [4 ] rou |
||
|---|---|---|---|---|---|
| In mil lion s of do llar s |
|||||
| To tal ets ass |
37 | 52 | 621 | 684 | |
| al l iab iliti Tot es |
9 | 13 | 94 | 91 | |
| [5] Re ven ues |
17 | – | – | 13 | |
| Ne t in e (l ) com oss |
1 | 7 | (13 ) |
(6) | |
| [1] Pro tio et d ebt nat por e n |
(14 ) |
5 | 812 | 803 | |
| To tal liab ilit ies and uity eq |
37 | 52 | 621 | 684 | |
| Ad jus ted rtio e E BIT DA ing oje [6] nat rat cts pr opo ope pr – |
– | 1 | 46 | 47 | |
| Ad jus ted rtio e E BIT DA dev elo nat ent pr opo pm – |
|||||
| [6] d a oje t m ent cts an sse ana gem pr |
2 | – | (5) | (4) | |
| A [ 6] To tal adj ed tion EB ITD ust ate pro por |
2 | 1 | 41 | 43 |
For the year ended December 31, 2019: [3] [8]:
| CP VI |
CP V R EC |
CP VH |
CP V G p [4 ] rou |
|
|---|---|---|---|---|
| In mil lion s of do llar s |
||||
| To tal ets ass |
35 | 45 | 646 | 706 |
| Tot al l iab iliti es |
9 | 10 | 86 | 85 |
| [5] [7] Re ven ues |
55 | – | – | 47 |
| t in Ne com e |
14 | 10 | 25 | 50 |
| tio et d ebt [1] Pro nat por e n |
(16 ) |
6 | 812 | 802 |
| To tal liab ilit ies and uity eq |
35 | 45 | 646 | 706 |
| Ad jus ted rtio ing oje [6] e E BIT DA nat rat cts pr opo ope pr – |
– | 2 | 80 | 82 |
| Ad jus ted rtio DA dev elo e E BIT nat ent pr opo pm – |
||||
| d a oje [6] t m ent cts an sse ana gem pr |
19 | – | 1 | 20 |
| tal adj ed tion A [ 6] To EB ITD ust ate pro por |
19 | 2 | 81 | 102 |
For the year ended December 31, 2018: [3] [8]:
| CP VI |
CP V R EC |
CP VH |
CP V G p [4 ] rou |
|
|---|---|---|---|---|
| In mil lion s of do llar s |
||||
| To tal ets ass |
19 | 32 | 571 | 610 |
| al l iab iliti Tot es |
7 | 7 | 70 | 73 |
| [5] [7] Re ven ues |
35 | – | 1 | 29 |
| Ne t in com e |
– | 8 | 44 | 52 |
| [1] Pro tio et d ebt nat por e n |
(9) | 7 | 833 | 832 |
| To tal liab ilit ies and uity eq |
19 | 32 | 571 | 610 |
| Ad jus ted rtio e E BIT DA ing oje [6] nat rat cts pr opo ope pr – |
– | 2 | 76 | 78 |
| Ad jus ted rtio e E BIT DA dev elo nat ent pr opo pm – |
||||
| [6] d a oje t m ent cts an sse ana gem pr |
– | – | 72 | 72 |
| A [ 6] To tal adj ed tion EB ITD ust ate pro por |
– | 2 | 148 | 150 |
5.Set forth below is primary financial details (separate and combined financial information) of CPV (in millions of U.S. dollars) as received from the CPV Group: (Cont.)
[2] The data as at June 30, 2020 has not been audited or reviewed by the CPAs.
As stated above, financial and monetary data of the CPV entities relating to for the years ended December 31, 2018 and December 31, 2019 are based on their audited financial statements (except with respect to the EBITDA data – see Comment 6 above and regarding the net debt and except for with reference to the consolidated data of CPV – see Comment 4 above) and were provided to the Company as part of the negotiations. In addition and as stated above, the data for the six-month period ended June 30, 2020 is based on data provided to the Company by CPV, which has not been audited or reviewed. The said data was prepared by CPV in accordance with generally accepted accounting principles in the United States (U.S. GAAP) which are different than the provisions of the International Financial Reporting Standards (IFRS) applied by the Company and, accordingly, there could be differences. The Company did not review this information. As stated, the Company does not have audited financial statements of CPV after December 31, 2019.
That stated in this Report includes "forward-looking" information, as it is defined in the Securities Law, 1968, regarding which there is no certainty that it will be realized (in whole or in part). As at the date of the Report, a binding agreement for acquisition of CPV had not yet been signed, and there is no certainty that it will be signed and/or regarding the final conditions thereof if formulated, which could be significantly different than that stated above (including with respect to the scope of the consideration, results of adjustments or transaction costs). In addition, if a binding acquisition is signed, there is no certainty regarding completion of the transaction, which could be subject to various conditions and obtaining approvals11, which are contingent on, among other things, third parties, and there is no certainty regarding their receipt or the expected period for receipt of the approvals and consents, as stated, which could be different, even significantly different, than expected. In addition, the Company's estimates and expectations in this Report above (and in the Immediate Report regarding the Term Sheet), including with respect to the terms of the final acquisition agreement with the sellers, obtaining of the financing required for the acquisition, the Company's plans regarding CPV, the projects under construction and in development and the expectation concerning the additional investments required, constitute "forward-looking" information, as it is defined in the Securities Law, 1968, the realization of which is not certain and is not under the Company's control. The above-mentioned estimates are based on, among other things, estimates of the Company's management, as at the date of this Report, and taking into account plans and assumptions, regarding which there is no complete certainty they will be realized. There is no certainty that these estimates will be realized, in whole or in part, and they may be different, even significantly, than those detailed above.
Respectfully,
O.P.C. Energy Ltd. By: Giora Almogy, CEO
11 See, among other things, the regulatory approvals stated in footnote 5 to the Immediate Report regarding the Term Sheet.
Exhibit 99.2
Receipt of the information delivered or to be delivered to you by OPC Energy Ltd. ("OPC" or the "Company") is subject to the following:
This presentation is intended for the provision of concise and non-comprehensive information for the sake of convenience solely. You are hereby referred to the full immediate and periodic reports filed by the company with the Israel Securities Authority and the Tel Aviv Stock Exchange Ltd. for information regarding the Company's activities and the risks entailed thereby, including wamings regarding forward-looking information, as defined in the Securities Law, 5728-1968, that is induded therein. In case of any discrepancy between the information contained herein and the information contained in the official reports of IC to the Israeli Securities Authority and the Tel Aviv Stock Exchange, the information recorded in such official reports shall prevail.
This presentation, as well as other oral or written statements made by OPC or any of its officers, advisors and employees, contain forward-looking statements and forwardlooking information, including, but not limited to, those that discuss strategies, goals, developments, outlooks, projected economy measures or statistical measures. Such forward-looking statements and information are based on the current assumptions, intentions and plans of OPC. The forward-looking information in the presentation is subject to risks and uncertainties and may not materialize, in whole or in part, or may materialize significantly differently than as predicted, or may be affected by various factors, including factors that are not under the Company's control or such that cannot be estimated in advance. OPC makes no representation or warranty of any kind with respect to such information.
For the avoidance of doubt, it is darified that the Company does not undertake to update and/or modify the information included in this presentation to reflect events and/or circumstances occurring after the date of preparation of the presentation.
This presentation does not constitutes an offer, invitation or recommendation to purchase, sell, subscribe for or do any transactions in the stock, equity or securities of the Company or its affiliates, in any jurisdiction, and the information provided in this presentation is not a basis for the making of any investment decision, nor a recommendation or opinion, nor a substitute for the discretion and independent analysis of any potential investor.

| Investment Highlights | CPV Commercial Structure | ||||||
|---|---|---|---|---|---|---|---|
| Strong Management Team |
Industry leading management team with expertise across all key power market disciplines, development - finance - construction- operations - M&A - policy, with a consistent track record of success |
OPC Co-investors 30% 70% |
|||||
| Track Record | Developer with 4.8 GW of renewable generation and 10 GW of thermal generation commercialized in the U.S. |
Competitive Power Ventures |
|||||
| Integrated Platform |
operating assets, strong pipeline, execution capabilities |
Assets | Development | Management | |||
| 1.4 GW of new modern operating assets in the U.S. |
Strong Pipeline includes 2.2 GW of renewables and 4 GW of CCGTs |
10.6 GW of assets under CPV management |
|||||
| OPCFNFRGY | 3 |
| Renewable Penetration |
· Limited renewable penetration compared to other developed markets (e.g. Europe) · Additional 260 GW of wind and solar expected by 2040 · LCOE reductions is resulting in accelerated renewables development " Significant and growing demand from large corporations for renewable PPAs (e.g. Google, Facebook, and Amazon) |
|---|---|
| Government Regulation |
· Renewables shift aided through Federal / State policies: · RPS: state legislation with renewable targets was enacted in 29 states · RGGI: localized carbon pricing, mainly in the North East, provides an additional catalyst for renewables |
| US Election Impact | · Renewable growth will continue regardless of U.S. election outcome Democratic presidency could lead to implementation of federal carbon taxes to comply with the Paris Accord · Republican presidency likely to lead to a continued State- level support for carbon pricing (more States joining RGGI) |
| DPCFNERGY | "RPS: Renewable Portfolio Standards; RGGI: Regional Greenhouse Gas Initiative |


Renewable Generation by Type (USA):
TWh

Facilities closed since 2011 247 Primarily environmentallydriven retirements
Facilities remain. More 330 severe and lumpy retirements expected
(GWh)
Generation
Factors accelerating the demise of coal 2020-2025
| Low Carbon Emissions | Carbon Pricing | |
|---|---|---|
| Requirements | State and Federal | |
| Abundance of Shale Gas | Life Cycle Transition Average age of 40 years |


| Project | Capacity (MW) | Market |
|---|---|---|
| Thermal Asset 1 | 635 | PJM |
| Thermal Asset 2 | 620 | MISO |
| Thermal Asset 3 | 1,350 | ERCOT |
| Thermal Asset 4 | 1,350 | PJM |
3,955
Total Thermal Pipeline
AXIUM INFRASTRUCTURE

Strategics

8

2010-2020 Cumulative GW Developed
14.8 13.5 13.5 13.5 pui M 4.8 12.5 Thermal 6 10 2010 2011 2012 2013 2014 2015 2015 2016 2017 2018 2019 2019 2020
Cumulative Capital Invested & Returned


( 9
OPCENERGY



OPCENFRG

Clean, efficient, state-of-the-art operating fleet in diverse, attractive regions of the U.S.
o Total operating portfolio of 1,397 MW
o Three Rivers adds up to 220 MW of generation capacity


GARY LAMBERT | CO-FOUNDER & CEO Years in the Energy Industry: 32

SHERMAN KNIGHT | President and CCO Years in the Energy Industry: 21

PAUL BUCKOVICH | CFO Years in the Energy Industry: 27

PETER PODURGIEL | EVP, Project Development Years in the Energy Industry: 22

Co UBS Global Asset
SEAN FINNERTY | EVP, M&A & Renewable Energy Years in the Energy Industry: 24

Equity and Stakeholder Relationships


| Originate | Development |
|---|---|
| Commercialize | Finance |
| Construction | Asset Managment |




| Historical Financials (Proportionate Consolidation)2 | ||||
|---|---|---|---|---|
| (In US\$ millions) | 2018 | 2019 | ||
| Income Statement | ||||
| Revenue | \$230 | \$332 | ||
| Keenan II (10%) | \$2 | \$2 | ||
| Fairview (25%) | \$0 | |||
| Shore (37.5%) | \$31 | \$25 | ||
| St.Charles (25%) | \$14 | \$13 | ||
| Valley (50%) | \$2 | \$19 | ||
| Towantic (26%) | \$29 | \$23 | ||
| Proportionate Project Level EBITDA | \$78 | \$82 | ||
| DevCo and Asset Management | \$725 | \$20 | ||
| Adj. EBITDA | \$150 | \$102 | ||
| Net Profit | \$41 | \$36 | ||
| Balance Sheet | ||||
| Tota Assets | \$1,533 | \$1,586 | ||
| Total Liabilities | \$1,023 | \$1,006 | ||
| Shareholder's Equity | \$510 | \$580 | ||
| Net Debt | \$832 | \$802 |
| Estimated Representative Year6,7 | |||
|---|---|---|---|
| (In US\$ millions) | Full Year Operating Assets | ||
| Portfolio | \$300 | ||
| DevCo & Asset Management | \$50 | ||
| Total Revenue | \$350 | ||
| Keenan II (70%)8 | \$10 | ||
| Fairview (25%) | \$25 | ||
| Shore (37.5%) | \$20 | ||
| St. Charles (25%) | \$10 | ||
| Valley (50%) | \$30 | ||
| Towantic (26%) | \$30 | ||
| Proportionate Project Level EBITDA | \$125 | ||
| DevCo & Asset Management | \$25 | ||
| Total Representative Year EBITDA | \$150 | ||
| angalletting ap the anility mather insuremante an FAFFAFISALIER AUMIRSTIAN |
15
Poportionate considerior (based on equing asses. Non-GAP presentation as this refects a proportions interests and corespondi
2018 EBITDA reflects partial operating year for Towantic (COD in May 2018) and proceeds from sale of 25% of Towantic
2019 ESTDA effects lover generation and gross marin for Towards and repair of tutine and fainier less than 1 month of operations (ODD December 2009)
Includes unrealized MTM gain and loss related to derivatives and excludes gain / loss on sale of equity stake in projects
Excludes unrealized MTM gain and loss related to derivatives and includes gain / loss on sale of equity stakes in projects

Illustrier deles soming world finale i ja pirtim leel ja zast mangent and designert contact (inculity podequiry to for them il and colong fine film (including polsequiry t
CPV's ownership post tax-equity flip
(16)
| Total Sources (including projects under development): \$800m |
2,800m |
|---|---|
| OPC Portion (70%) | 1,960m |
| Internal sources | 280m |
| Bond | 250m |
| Private placement (Clal & Phoenix) | 350m |
| Kenon order in public offering | 350m |
| Credit Facility (Harel) | 400m |
| Remaining Funding (Acquisition & Development) | 330m |
| Sep 15 | Term Sheet signed - exclusivity period of 30 days granted |
|---|---|
| October 1-8 | Bond Issuance |
| October 15 | SPA signing target |
| Q2 2021 | Closing target |

(1)




| PIM | |
|---|---|
| States | 13 |
| Residents | ~65 million |
| Installed Capacity | 198 GW |
| Power Plants | 1,373 |
| Peak Demand (All Times - 2011) | 148 GW |
| Total Generation (2019) | 829 TWh |
| Transmission System | 100,000 miles |
| NYISO | ||
|---|---|---|
| States | 1 | |
| Residents | ~20 million | |
| Installed Capacity | 40 GW | |
| Power Plants | 760 | |
| Peak Demand (All Times - 2013) | 34 GW | |
| Total Generation (2019) | 135 TWh | |
| Transmission System | 11,130 miles |
| ISO - NE | |
|---|---|
| States | 6 |
| Residents | ~15 million |
| Installed Capacity | 31 GW |
| Power Plants | 350 |
| Peak Demand (All Times - 2006) | 28 GW |
| Total Generation (2019) | 119 TWh |
| Transmission System | 9,000 miles |


Installed Capacity by fuel
Imports, Coal, 3% 5% Renewable, 15% Natural Gas 45% Nuclear, 12% Oil, 21%
(20)
| Site Location & Power Pool | Pennsylvania - PJM, MAAC | |
|---|---|---|
| Project Site | ~5,000 m2 | |
| Nominal Capacity | 195 MWdc /150 MWac | |
| Technology | Single axis tracking solar PV | |
| CPV Ownership | 100% | |
| ITC Target | 26% | |
| Phase 1 Target NTP1 | 2021 |

| NYISO | |||||
|---|---|---|---|---|---|
| Asset(s) | Valley (720 MW) | Asset(s) | Towantic (805 MW) | ||
| Capacity | Premium capacity zone in the Lower Hudson Valley; stands to benefit further from the |
Capacity Advantage |
Seven-year capacity price locked at attractive levels of \$9.55/kW-mo with escalation |
||
| Advantage | planned retirement of 2 GW Indian Point (IP) nuclear facility |
Energy Advantage |
Highest efficiency thermal plant in all of ISO- NE with premium nodal energy prices |
||
| Energy Advantage |
Margin protected by revenue put option in place through 2023; retirement of IP will improve spark spreads in Zone G |
Fuel Advantage |
Access to lower of Iroquois or Algonquin priced gas due to location upstream of critical compressor constraint; dual fuel provides |
||
| Fuel Advantage |
Access to lowest cost gas in the region via firm gas supply agreement with DTE at Dominion South (Millennium Pipeline) and TETCO M3 index prices; dual fuel provides |
additional optionality | |||
| additional optionality | |||||
| PJM-SW MAAC / MAAC | PJM-EMAAC | ||||
| St. Charles (745 MW); Fairview (1,050 MW) | Asset(s) | Shore (725 MW) | |||
| Asset(s) Capacity Advantage |
Stand to gain capacity value given surrounding aging, uneconomic coal assets |
Capacity Advantage |
Persistent EMAAC pricing premium | ||
| Energy | likely to retire Most efficient thermal plants in PEPCO and PENELEC zones, providing substantial |
Energy Advantage |
Efficient asset well positioned due to retirements and high barriers to entry for new builds |
||
| opportunity to generate attractive energy margins |
SPP (Oklahoma) | Fuel | Dual pipeline access (Transco and TETCO) | ||
| Advantage Fuel |
At St. Charles, able to source lowest cost gas in a constrained region via Cove Point lateral; |
Asset(s) | Keenan II (152 MW) | Advantage | creates regional competitive advantage to source lowest cost gas in a constrained region |
(22)

| Location | Woodward, OK |
|---|---|
| Power Pool & Zone | Southwest Power Pool ("SPP") |
| COD | December 2010 |
| Nominal Capacity | 151.8 MW |
| Off-take Counterparty | Oklahoma Gas and Electric |
| Counterparty Credit Rating | (Moody's / S&P) A2 / BBB+ |
| Off-take Expiration | 2030 with OG&E option to extend to 2035 |
| Facility Type | Wind |
| Equipment Technology | 66 Siemens 2.3 MW WTG |
| CPV Ownership | 70% Post-Flip (Anticipated September 2020) |
| O&M / Asset Management | Siemens O&M / CPV |
| Energy Mgmt. Agreement | SPP and OG&E |
| Electric Interconnect (on-site) | OG&E 138 kV Woodward EHV substation |
(23

| Location | Woodbridge Township, Middlesex County, NJ |
|---|---|
| COD | January 2016 |
| Nominal Capacity | 725 MW |
| Heat Rate | 6,698 Btu/kWh |
| Hedging Counterparty | BP Energy |
| Counterparty Credit Rating | (Moody's / S&P) A2 / A- |
| Hedge Expiration | 2021 |
| Plant Type | CCGT |
| Fuel Type | Natural Gas |
| Equipment Technology | 2X1 combined cycle, wet cooled GE 7FA.05 turbines 94 MW duct firing |
| CPV Ownership | 37.5% |
| O&M / Asset Management | CAMS / CPV |
| Contracted Services | GE |
| Electric Interconnect | 4-mile interconnect to JCPL 230 kV Raritan River Substation |
| Gas Interconnect | Transco Mainline with planned second interconnect to TETCO Mainline |


| Location | Charles County, MD |
|---|---|
| COD | February 2017 |
| Nominal Capacity | 745 MW |
| Heat Rate | 6,856 Btu/kWh |
| Hedging Counterparty | Shell Trading Risk Management |
| Counterparty Credit Rating | (Moody's / S&P) A2 / A+ |
| Hedge Expiration | 2022 |
| Plant Type | CCGT |
| Fuel Type | Natural Gas |
| Equipment Technology | 2X1 combined cycle, wet cooled GE 7F.05 turbines 94 MW duct firing |
| CPV Ownership | 25% |
| O&M / Asset Management | CAMS / CPV |
| Contracted Services | Twin Eagle |
| Electric Interconnect | PEPCO 230 kV Kelson Ridge Substation |
| Gas Interconnect | Dominion Transco Zone 5-north / Dominion Cove Point |


| Location | Oxford, CT |
|---|---|
| COD | May 2018 |
| Nominal Capacity | 805 MW |
| Heat Rate | 6,425 Btu/kWh |
| Hedging (2) | N/A |
| Plant Type | Dual Fuel CCGT |
| Fuel Type | Natural Gas with ULSD back-up |
| Equipment Technology | 2X1 combined cycle, air cooled GE 7HA.01 turbines 30 MW duct firing |
| CPV Ownership | 26% |
| O&M / Asset Management | NAES / CPV |
| Contracted Services | Con Ed |
| Electric Interconnect | CP&L 115 kV system on site |
| Gas Interconnect | Algonquin Pipeline |
(1) 7 year price lock through 2025


| Location | Wawayanda, Orange County, NY |
|---|---|
| COD | October 2018 |
| Nominal Capacity | 720 MW |
| Heat Rate | 6,844 Btu/kWh |
| Hedging Counterparty | Morgan Stanley Capital Group, Inc. |
| Counterparty Credit Rating | (Moody's / S&P) A3 / BBB+ |
| Hedge Expiration | 2023 |
| Plant Type | Dual Fuel CCGT |
| Fuel Type | Natural Gas with ULSD Backup |
| Equipment Technology | 2X1 combined cycle, wet cooled Siemens 5000F turbines 89 MW duct firing |
| CPV Ownership | 50% |
| O&M / Asset Management | DGC Operations / CPV |
| Contracted Services | BETM |
| Electric Interconnect | NYPA Dolson Rd 345 kV substation |
| Gas Interconnect | Millennium Pipeline Interconnect via Valley Lateral |

| Location | Jackson Township, Cambria County, PA |
|---|---|
| COD | December 2019 |
| Nominal Capacity | 1,050 MW |
| Heat Rate | 6,419 Btu/kWh |
| Hedging Counterparty | BP Energy |
| Counterparty Credit Rating | (Moody's / S&P) A2 / A- |
| Hedge Expiration | 2025 |
| Plant Type | CCGT |
| Fuel Type | Natural Gas with ethane mix optionality (up to 25% ethane permitted) |
| Equipment Technology | 2X1 combined cycle, wet cooled GE 7HA.02 turbines 92 MW duct firing |
| CPV Ownership | 25% |
| O&M / Asset Management | NAES / CPV |
| Energy Mgmt. Agreement | Twin Eagle |
| Electric Interconnect | Penelec 500 kV Hunterstown - Conemaugh line on-site |
| Gas Interconnect | TETCO Pipeline |
| Ethane Interconnect | Mariner East Pipeline |


| Location | Goose Lake Township, II |
|---|---|
| Expected COD | May 2023 |
| Nominal Capacity | 1,258 MW |
| Heat Rate | 6,356 Btu/kWh |
| Hedging Counterparty | Morgan Stanley and Advantage Oil & Gas |
| Hedge Expiration | 2028-2033 |
| Plant Type | CCGT |
| Fuel Type | Natural Gas |
| Equipment Technology | 2 X GE 7HA.02 |
| CPV Ownership | 17.5% |
| O&M / Asset Management | CAMS / CPV |
| Electric Interconnect | Two COMED high voltage transmission lines located 0.15 miles north of the project site |
| Gas Interconnect | Alliance Pipeline NGPL |
| Construction Contractor | Kiewit |

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