OKI Solar Ready Workshop Frisch s Education Center Cincinnati Zoo
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1 OKI Solar Ready Workshop Frisch s Education Center Cincinnati Zoo Approach to Solar Energy PPA Project Finance John Merritt PNC Energy Capital, LLC 3/6/15
2 Solar Energy Projects: An Attractive Investment Profile for Banks and other Financial Investors Federal Tax Benefits 30% Investment Tax Credit Accelerated Depreciation (5 year MACRS) State/Local Benefits Utility subsidies State Grants Solar Renewable Energy Credits ( SRECs ) State Tax Credits (Some Refundable) Feed in Tariff Incentives Inherent Project Attributes Long Lived Asset (25 Year Economic Life) Stable, Predictable Cash Flows (Able to be independently validated) Market Momentum, GHG Elimination and National Policy Objectives Dramatically Reducing Cost Per Installed Watt (Approximately 50% cost reduction in last 5 Years) 2
3 Power Purchase Agreement Investor Perspective Off-taker Essential element common to all PPAs is that the Off-taker who is the ultimate recipient of the power (Utility, Institutional User, or Homeowner) only obligates itself to pay for the electricity delivered, without having to contend with costs or risks of ownership of the solar system. Developer Role Supply Power and absorb the risks and benefits of ownership including power plant construction and operation, power sales, and monetization of any/all subsidies. 3
4 Developer Financing Requests Construction Phase Typical Development Loan Conditions & Risks Normally taken out by Permanent Phase of Financing, but in certain Partnership Structures, they can be one in the same. Permanent Phase Monetize Federal Tax Benefits Invest some level of Sponsor Equity for Equity Like Returns Long Term Debt or similar instrument for the remainder of the Capital Requirements 4
5 Three General Financing Structures 1. SPE or ProjectCo formed as Partnership between Developer and Investor(s) -PARTNERSHIP FLIP/SOLAR FUND 2. Developer owns ProjectCo who sells the project to the Investor/Lessor who then leases it back -SALE/LEASEBACK Tax investor as Lessee takes ITC, Depreciation stays with Developer as Lessor -LEASE PASSTHROUGH/INVERTED LEASE 5
6 Sale/Leaseback Power Purchase Agreement ( PPA ) Transaction Structure Developer or Special Purpose Entity ( SPE ) executes agreement to install a PV system. The location provider ( Host ), or a separate party such as a Utility agrees to purchase electrical energy generated by the system per agreement ( Off-taker ). Developer or its SPE and the Off-taker negotiate utilization of tax benefits and renewable energy credits ( RECs ) or other state incentives as available. Developer or its SPE sells PV system to Lessor through a sale/leaseback. Acquisition cost is NPV calculation of projected revenue stream inclusive of applicable tax benefits less certain expenses, up to a maximum amount equal to the system s final installed cost. At funding, Lessor typically holds back six-twelve months lease rent from proceeds as a reserve. Developer typically provides some level of system production guaranty, and/or DSCR Lessor takes assignment of PPA, allowing step-in rights that would permit Lessor to hire another project manager to act in place of Developer or SPE as necessary. 6
7 Sample Power Purchase Agreement ( PPA ) Transaction Structure Installation, Operations and Maintenance Agreements (including Performance Guarantee) Developer Developer s SPE (Owner) Host (may be different from Offtaker) Site Lease for Real Estate Off-taker 30% Federal Tax Credit Up front, or periodic payments SREC s or other State RPS subsidy 7
8 Sample PPA Transaction Structure after Sale/Leaseback Investor /Lessor Lockbox Installation, Operations and Maintenance Agreements (including Performance Guarantee) Finance Agreement Host (may be different from Offtaker) Site Lease for Real Estate Developer Developer s SPE (Owner) Off-taker Up front, or periodic payments 30% Federal Tax Credit SREC s or other State RPS subsidy 8
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