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Ashtrom Group Ltd. — Capital/Financing Update 2026
Mar 12, 2026
6656_rns_2026-03-12_8459eb97-2ca8-4e8a-b3d7-5b0d88c0919e.pdf
Capital/Financing Update
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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Ashtrom Group Ltd.
("the Company")
March 12, 2026
To
Securities Authority
www.isa.gov.il
To
The Tel Aviv Stock Exchange Ltd.
www.tase.co.il
Subject: Financial closing for the El Patrimonio project in the USA
Further to the Company's report¹ in connection with the establishment of the solar energy project "El Patrimonio"², with a planned capacity of approximately 195 MWdc located in Texas, USA (hereinafter: the "Project"), which is being executed by the project company, the Company is pleased to report that on March 11, 2026, the project company and its related corporations entered into a financing agreement for the project for the construction period (hereinafter: the "Financing Agreement") in the amount of between 190-200 million US dollars, as well as into an agreement for the sale of tax credits from the project's energy production (Production Tax Credits (PTC)) (hereinafter: the "Tax Credit Agreement"), in a total amount of approximately 135-140 million US dollars over a period of 10 years.
According to the Company's estimates, the total scope of investment in the project is estimated at approximately 250-255 million dollars, the total income in the first year of operation is estimated at approximately 30-35 million dollars, and the EBITDA for the first year of operation is estimated at approximately 25-30 million dollars. The estimated annual income and EBITDA include the electricity sale component, other income for the sale of tax credits, and the sale of the project's green certificates. Additionally, the Company provided the equity for the project through bridging facilities (Equity Bridge Facility).
The main terms of the Financing Agreement are detailed below:
Project Financing Agreement
In accordance with the Financing Agreement for the construction period, the Lender will provide the project company with a loan and a guarantee facility, in the format of Project Finance, non-recourse to the Company for the construction period (which is expected to last until 2027) and which will be converted near the commercial operation of the project into a loan for a period of 2 years with an option to extend for three additional years with the Lender's approval. In addition, the lenders will provide a facility for providing a guarantee for the benefit of the project.
¹ The Company's report dated February 19, 2025 (Reference No.: 2025-01-011572) and sections 9.11.2 and 9.13 of the Chapter on the Description of the Corporation's Business in the Periodic report of the Company for 2024 (Reference No.: 2025-01-020519), the details included therein are provided by way of reference.
² The project is executed by Heritage Solar LLC (hereinafter: the "project company") which is a wholly-owned subsidiary of Ashtrom Renewable Energy Ltd. (a private company wholly-owned by the Company).
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
3 The lenders are third parties who are not related to the Company and/or its controlling shareholders.
LYFE Towers, 3 HaYarkon St., Bnei Brak | Tel: 03-6231400 | Fax: 03-6231401
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Below are the main terms of the loans:
| Section | Financing terms |
|---|---|
| Scope of the loans | Approx. 190-200 million dollars. |
| Guarantees framework | Approx. 11 million dollars. The guarantees framework is for covering a debt service fund. |
| Loan period | Construction financing - end of 2027. Financing for the operating period - up to 2 years from the date of converting the loan for the construction period to a long-term loan with an option to extend for three additional years with the lender's approval, (conversion will take place subject to the fulfillment of conditions set in the financing agreement). (It is clarified that upon the end of the said loan period, the project company will act to perform a refinancing of the loan for the duration of the project period). |
| Interest for the construction period | At the date of financial closing, the total interest to be paid on the loan will stand at approx. 5.5% - 6.5% per year, based on the SOFR interest rate. |
| Loan repayment dates | Construction financing - The principal, plus accrued interest, will be converted at the end of the construction period into long-term financing. Financing for the operating period - on a semi-annual basis and interest repayments on a quarterly basis, in accordance with a repayment schedule for a period of 23 years. The outstanding balance will be repaid in full at the end of the loan period, as detailed above. |
| Right to early repayment | The borrower has an option for early repayment of the debt, in whole or in part at any time, without paying a penalty, except for payment of associated costs as may be, and this is subject to giving prior notice. |
| Main collaterals | Pledges as customary in such agreements, the main ones among them being: pledge of all rights and assets related to the project, including the project company's property, the project company's rights, project agreements, insurance policies and project accounts, the right to cash flow from the project, all the share capital of the corporations holding the project, etc. Likewise, the company provided guarantees in amounts that are not material to it for the purpose of ensuring the project company's compliance with the provisions of the financing agreement. |
| Grounds for calling for immediate repayment | Customary conditions for calling for immediate repayment, as well as the following conditions, all subject to the conditions, qualifications and/or cure periods as set in the agreement; failure to comply with material dates set in the agreement; failure to comply with material obligations in the project agreement including the agreement for the sale of electricity, suspension or cancellation of licenses or permits, etc. |
| Additional material obligations | Additional conditions as customary in transactions of this type, representations and warranties, distribution mechanisms and waterfall payments, conditions precedent for withdrawals, payment of fees, commitment to non-creation of pledges, non-taking of additional debt, entering into insurance agreements, etc. |
LYFE Towers, 3 HaYarkon Street, Bnei Brak | Tel: 03-6231400 | Fax: 03-6231401
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
Tax Credit Sale Agreement (PTC)
At the financial closing date, the company entered into an agreement with an American institutional body rated Aa3 (Moody's) for the sale of the project's tax credits (PTC), where the entitlement period for receiving said credits is approximately 10 years (hereinafter: "PTC Sale Agreement") and in a total amount of approximately 135-140 million US dollars (it is clarified that the sale amount may change in practice according to the volume of electricity actually produced in the project).
During August 2022, the Inflation Reduction Act (IRA) (hereinafter: "the Law") came into effect, which regulates, among other things, the provision of long-term economic incentives for renewable energy projects. Among the incentives offered by the Law, solar projects were given the option to receive tax credits for the actual electricity production of the project for a period of 10 years (PTC - Production Tax Credits) as opposed to tax credits dependent on the volume of investment in the project (ITC - Investment Tax Credits), and the possibility was opened to sell these tax credits to third parties who are not partners in the project. Furthermore, the Law establishes parameters for tax benefit eligibility in projects in areas defined as "Energy Community" in the form of receiving a special addition of tax credits (both ITC tax credits and PTC tax credits) (hereinafter: "the Tax Benefit"). The credit addition for PTC stands at 10% of the basic PTC price. According to the company's assessment, the project is eligible for said tax benefit.
The basic tax credit value as of the reporting date stands at approximately 33 dollars per megawatt hour (hereinafter: "the PTC Price"). Against its commitment to purchase the credits, the tax credit purchaser receives an agreed discount on the PTC price. The PTC price is indexed to an index determined in the relevant regulation and is updated by the tax authorities according to fixed dates.
For the purpose of securing the project company's representations and commitments in connection with the tax credit sale agreement, Ashtrom Group provided a parent company guarantee in amounts that are not material to the company.
The information detailed in this report, including regarding the fulfillment of conditions for debt drawdowns and the provision of funds under the various agreements, the completion of construction works, the conversion of the construction loan to a long-term loan, the performance of refinancing of the long-term loan before the end of the loan period, the completion of the agreement for the sale of tax credits in the project, the receipt of tax credits in the project and the project's estimated capacity, constitutes forward-looking information, as defined in the Securities Law, 1968, based on the company's information, assessments and plans as of this date. These assessments and plans may not materialize, or may materialize partially, due to many variables that are not under the exclusive control of the company, including economic-business, regulatory and environmental variables, as well as general risk factors characterizing the company's activities. Accordingly, the information provided in this report may not materialize and/or may materialize in a manner materially different from what was anticipated by the company.
Sincerely,
Ashtrom Group Ltd.
By Avraham Nussbaum, Chairman of the Board and;
Gil Giron, CEO and Director
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
LYFE Towers, 3 HaYarkon St., Bnei Brak | Tel: 03-6231400 | Fax: 03-6231401
3/12/2026 | 7:28:31 AM