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This Confidential Information Memorandum (the “Information Memorandum”) has been prepared by Lazard Argentina S.A. (“Lazard”), at the request of, and under its capacity as financial advisor to, Equinor
Wind Power AS (“Equinor”) and Scatec Solar Argentina B.V. (“Scatec” and, jointly with Equinor, the “Shareholders”). This Information Memorandum contains publicly available information and/or information
supplied by the Shareholders or the Target (as defined below) in connection with Parque Guañizuil IIA (the "Target"), Equinor and Scatec, and is being furnished to you (the “Recipient”) solely for information
purposes and only as additional background elements for you to decide whether to proceed with an evaluation, based on your independent judgment and determination, of the potential acquisition of the
Target (the “Proposed Transaction”). It is subject to, governed by, and being provided to the Recipient pursuant to the terms of the confidentiality and non-disclosure agreement previously executed by the
Recipient, on the one side, and the Shareholders, on the other side (the “Confidentiality Agreement”). It is thus strictly confidential and may not be reproduced, summarized, or disclosed to any person, in
whole or in part, without the prior written authorization of Lazard or the Shareholders. The Information Memorandum is incomplete without reference to, and should be read solely in conjunction with, the oral
briefing provided by Lazard.
The Information Memorandum shall not be deemed an indication of the state of the Shareholders or the Target’s businesses, or their respective financial condition, results of operations and prospects. The
Information Memorandum does not purport to be comprehensive or to contain all information that a prospective investor may require when evaluating the Proposed Transaction, is wholly indicative and for
information purposes only. The Information Memorandum is based upon publicly available information and/or information and data, including estimates, forecasts, and projections, provided by the Target or the
Shareholders, which may not have been audited, or publicly available information, none of which have been independently verified by Lazard. Any estimates, projections and forward-looking statements
contained herein have been prepared by the management of the Target or the Shareholders and involve significant elements of subjective judgment and analysis, which may or may not be correct. In
preparing these materials, Lazard has assumed that the estimates, forecasts and projections contained herein, made by the management of the Target or the Shareholders, are reliable, and Lazard has not
independently verified the assets or liabilities of the Target or the Shareholders. With respect to the financial forecasts and projections, Lazard has assumed that they have been reasonably prepared based on
the best currently available estimates and judgments of the management of the Target or the Shareholders as to the future results of operations and financial condition and performance of the Target, and
Lazard has assumed that such financial forecasts and projections will be realized in the amounts and at the times contemplated thereby and assumes no responsibility, nor expresses any views, with respect to
the projections or assumptions upon which they have been based. None of the Target, Equinor, Scatec, Lazard, or any of their respective direct or indirect affiliates, or direct or indirect shareholders, members,
partners, directors, officers, employees or agents of any of the foregoing entities, provides any representation or warranty (express or implied) or assumes – and in fact, each of such persons expressly
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Memorandum, or resulting from any errors, misstatements or omissions contained in, the Information Memorandum.
Nothing in the Information Memorandum shall constitute legal, financial, tax or other advice. Each Recipient of this Information Memorandum must make its own investigation and assessment of the Target and
the Proposed Transaction and should seek its own financial and other advice in evaluating the Target, its business and affairs and the Proposed Transaction. Neither the receipt of this Information
Memorandum nor of any information made available in connection with the Target, Equinor, Scatec or the Proposed Transaction constitutes, or is to be taken as constituting, the giving of investment advice by
Lazard or any of its direct or indirect affiliates.
As specified in the process letter that has been made available to you, the Shareholders reserve the right, in their sole discretion, to vary, suspend or terminate the procedure of the Proposed Transaction
without advance notice to you or your representatives and without liability for Equinor, Scatec or Lazard for any losses (including, without limitation, any direct or consequential losses), costs or expenses
incurred by you or your representatives.
The Information Memorandum is not an offering document and does not constitute an offer or the solicitation of an offer in connection with the Proposed Transaction nor any sale of any assets or shares of the
Target. Neither this Information Memorandum nor the information contained herein shall form the basis of, or constitute, any contract or binding offer. This Information Memorandum should not be considered
as a recommendation by Lazard, any other member of the Lazard Group, Equinor, Scatec or the Target or any of their respective subsidiaries to invest in or otherwise acquire any interest in the Target.
1
CONFIDENTIAL CONFIDENTIAL INFORMATION MEMORANDUM
Table of Contents
I EXECUTIVE SUMMARY 2
II OPPORTUNITY OVERVIEW 5
IV KEY AGREEMENTS 16
VI FINANCIAL OVERVIEW
B Financial Projections 26
I Executive Summary
CONFIDENTIAL INFORMATION MEMORANDUM I EXECUTIVE SUMMARY
• Lazard has been retained on an exclusive basis by Equinor & Scatec (the The proposed transaction envisions the acquisition of both the SPV (owner of the asset)
“Shareholders”) as the financial advisor in connection to the 100% sale and OpCo (the operator)
(the “Transaction” or “Bodega”) of Parque Guañizuil IIA (“GIIA”),
hereinafter the “Target”, the “Company” or the “Project”
Scatec Equinor
• These introductory materials are being provided to a limited number of
parties and are intended to help facilitate your preliminary review of the
Target and the Transaction
50% 50% 50% 50%
• For any additional information regarding the proposed Transaction, please
contact Lazard. Under no circumstances are prospective parties allowed to
contact the Shareholders or their respective directors or employees Argentina
without the expressed consent of Lazard
Transaction Perimeter
Santiago Alsina
Managing Director Jasmine Earnshaw
Head of Power, Energy & Infrastructure LatAm (excl. Brazil & Director
Mexico) & Head of Investment Banking Argentina Power, Energy & Infrastructure LatAm (excl. Brazil & Mexico)
(+54) 11 4319 5882 (+54) 11 4319 5830
Jasmine.Earnshaw@lazard.com
Santiago.Alsina@lazard.com
• The project is the largest solar plant in the province of San Juan, and the
Scatec
50% 50% third largest in terms of installed capacity in the whole country. Located
Equinor 201 kilometers northwest of the capital of the San Juan province, it has
an altitude ~2,050 meters above sea level
Guañizuil II
• San Juan is the province with the largest number of operating solar plants
in the country, concentrating half of plants in operation, thanks to the
excellent solar resource – irradiation in the area is one of the strongest in
the world, competing with the Atacama Desert
• The Guañizuil IIA project was awarded with a 20-year PPA in the second
phase of the third round (Round 2.5) of Argentina's program for large-
scale solar and renewable energy projects called RenovAr
• The PPA has a 20-year term, with CAMMESA as the sole off-taker at a
price of US$41.67 / MWh (1)
Solar Plant Installed Capacity Location
• The project is a collaboration between two Norwegian companies:
1 Caucharí 300 MW Jujuy
Scatec and Equinor. The plant is currently operated and administrated
2 Altiplano 200 200 MW Salta onshore through the OpCo, and monitored remotely by Scatec through
an O&M agreement and a Management Service Agreement
3 Guañizuil IIA 100 MW San Juan
4 Cafayate 80 MW Salta July 2021 US$ 134 MM 282.3 GWh US$ 12MM
COD TOTAL CAPEX 2022 2022 EBITDA
5 Cordillera Solar 80 MW San Juan
(Incl. VAT) PRODUCTION
• Exceptional clean energy • Guañizuil IIA is a solar plant • 20-year PPA with CAMMESA • Plant availability of >99% in • Both sellers are publicly
project in a prime location, in of 117 MWp (100 MWAC) of with a current price of US$50 its first 1.5 years of operation listed, with strict codes and
the best province in installed capacity conformed / MWh(1), denominated in reflecting the high quality of compliance standards
Argentina for solar energy by over 350,000 solar panels U.S. Dollars(2), ending in the asset • Experienced plant
generation • Constructed and operated by July 2041, with a long useful • Project financed by management and
• Irradiation among the Scatec, achieved COD in July life post PPA period shareholders so no need to maintenance staff included in
strongest in the world, on par 2021 • The Target’s sole off-taker is comply with covenants from the transaction perimeter
with the Atacama Desert • Performance Ratio of 82.05% CAMMESA, the Argentine external senior lenders • Excellent HSSE and
(Yr. 1, P50) Wholesale Power Market compliance track record
Administrator
II Opportunity Overview
CONFIDENTIAL INFORMATION MEMORANDUM II OPPORTUNITY OVERVIEW
Guañizuil IIA is located in the center-west area of Argentina, in the San Juan province. The province is characterized by an arid climate,
mountainous landscape and a scarcity of surface water bodies
• The solar farm is located in the district of Iglesia, Province of San Juan.
The nearest town, Las Flores, has 882 inhabitants, is located 148km form
the plant and 201km northwest from the capital city of the province of San
Juan
• The Project is situated in a 350-hectare polygon that is 2,050 meters above
sea level and has route access. The land is located where the relief
decreases from west to east, from the Cordillera de Los Andes mountain
range to the plains in the center of the province. Thus, the high mountain
Guañizuil IIA landscape is found towards the western of the plant
Solar Park • The Project area has relatively regular topography. The area where the
project is located has low slopes suitable for the implementation of
photovoltaic modules
• The Project is connected to the SADI by means of the Guañizuil step-up
Substation. The Commercial Connection Point of the Plant is the 132kV
output bay in Guañizuil substation. Guañizuil substation connects to the
Bauchaceta 132kV substation through a 15.5km / 132kV transmission line
owned by EPRE San Juan(1), operated and maintained by Energía San Juan
Guañizuil IIA
Solar Park
15.5 km of
transmission
lines
Bauchaceta
Substation
5
Source: Company information
EPRE San Juan: Ente Provincial Regulador de la Electricidad, electricity regulator from the San Juan province
CONFIDENTIAL INFORMATION MEMORANDUM II OPPORTUNITY OVERVIEW
• The Project site is located in a high-terrain zone, securing one of the world’s
best available irradiation and ideal environmental conditions
• The province of San Juan offers one the of the best locations worldwide for
photovoltaic power production
• San Juan has desert and semi-desert areas, which are not suitable for
agricultural or mining activity and can be used for the installation of large-
capacity solar power plants
• Provincial government is very receptive to solar investments, since more
than 50% of its energy matrix comes directly from solar energy sources
September 2018 February 2019 May 2019 September 2019 March 18, 2020
Scatec and Equinor acquire the The Company signs The Company signed Addendum Plant construction officially
100% of modules were
project from Martifer Addendum No. 1 to the No. 2 to the contract for the completed. This milestone
finally imported
contract for the supply of supply of renewable energy with was reported to CAMMESA
The site was completely renewable energy with CAMMESA to extend the deadline
cleared, and the CAMMESA, amending for Project commercial
engineering design in clause "10.3. Obligation to authorization for 84 (eighty-four)
progress take or pay" calendar days, to February 14,
March 19, 2019 2020
Notice to Proceed (NTP) is
signed, and construction
works begin
Project Description
Guañizuil IIA
• The Project was designed in a property of over 350 hectares, with its Solar Park
own on-site office, warehouse, weather stations, and substation
161km / 132kV
• Climate and irradiation studies have been performed by Scatec Solar Rodeo/Iglesia
in order to assess the quantity and quality of the solar resource 15.5km / 132kV Interconnection Line
transmission
• Plant construction began in February 2019, and reached COD in July line
2021
Production (Yr. 1, P50) • 305,152.0 MWh (100% availability) Guañizuil IIA • Scatec and Equinor designed, built and now own its own
Nominal Power • 100 MWac (GIIA) Substation substation, which is located on JinkoSolar’s land
Peak Power • 117.4 MWp • The GIIA substation connects to EPRE(1) San Juan substation
Transmission through a 15.5 km, 132 kV OHL(2) transmission line. It is owned
Project Layout • 220 ha (Total land 350 ha)
Line by EPRE San Juan, and is operated and maintained by
Solar Modules Provider • Risen Energy Energía San Juan
Source:
(1)
Company information
EPRE San Juan: Ente Provincial Regulador de la Electricidad, electricity regulator from San Juan province
9
(2) OHL stands for overhead transmission line
(3) SADI: Sistema Argentino de Interconexión (national interconnection system)
CONFIDENTIAL INFORMATION MEMORANDUM III OPERATIONS & TECHNICAL OVERVIEW
Huawei SUN2000-105KTL Smart-String Inverters Huawei STS-6000K Transformer Station NEXTracker (NX Horizon Self-Powered Tracker)
Maximum AC output 105 kW 3,150 kVA @40°C / 2,880 kVA Horizontal single-axis balanced-
AC Power Input Tracking
@50°C mass tracker with
Technology
Maximum MPP input independently-driven rows
25A Rated Input
current 800V
Voltage Tracking Range Up to 120° (± 60°)
Maximum array short
33A Rated Output 10 kV, 11 kV, 15 kV, 20 kV, 22 - 1 Self-Powered Controller
circuit current
Voltage kV, 23 kV (SPC) per tracker;
Control System
Minimum start up voltage 650V - 1 Network Control Unit (NCU)
per 100 SPCs
Minimum - Maximum Smart Transformer Station is a
600V – 1500V
MPP string voltage compact 20 ft. container that System Voltage 1,500 volt
contains an outdoor MV
transformer, MV ring main unit GIIA makes use of 3,984 NX
Other highlights
and LV panel. It enables a Horizon Trackers for its solar
GIIA uses 996 Huawei quick and reliable connection
Other highlights Other highlights plant. NEXTrackers are very
inverters of the PV inverter with the MV advanced and one of the most
grids reliable trackers in the market
Grid Interconnection
GIIA and its neighboring plant connect to the national grid though a 15.5km 132kV transmission line owned by EPRE and operated by
Energía San Juan
Transaction Perimeter
• Scatec and Equinor built, own and operate the Guañizuil IIA step-up Substation
• The solar plant connects to the substation through a ~400-meter underground
Gualñizuil 33kV cable Cordillera Solar I
GIIA PV plant
(Jinko Solar)
IIASubstation • For technical reasons, the substation is located within the area leased by the
neighboring solar plant, owned by JinkoSolar. There is a right of way agreement,
in which neighbor JinkoSolar yields the land used by the GIIA Substation
• The neighboring plant Cordillera Solar I is owned by JinkoSolar, a Chinese solar GIIA JinkoSolar
panel manufacturer Substation Substation
JinkoSolar • JinkoSolar entered the Argentine solar market with the construction of the 80MW
Cordillera Solar I project in 2018, for which it secured a 20-year PPA in Round
1.5 of RenovAr in 2016
15.5 km / 132kV
Transmission Line
• GIIA’s substation connects to the national grid through 132kV double-circuit
(EPRE)
overhead transmission line that is 15.5 km long
• The transmission line was originally owned by GIIA and JinkoSolar, and its
EPRE’s
construction was funded 35% by GIIA and 65% by JinkoSolar
Transmission Line
• The ownership of the transmission line was later transferred to EPRE (1) San Bauchaceta
Juan, and the operation and maintenance is performed by Energía San Juan, a Substation
subsidiary of EPRE (EPRE)
• The Bauchaceta substation is owned by EPRE San Juan, and is used for the SADI(2)
Bauchaceta electricity supply for users mainly in the Departments of Iglesia and Calingasta (National Grid)
Substation • GIIA and Cordillera Solar I are the only PV power plants operating around
Bauchaceta, while other projects are under development in the same area
Site Details
GIIA’s and JinkoSolar’s substations are built next to each other for technical reasons, but each has a separate perimeter and are operated
separately
Cordillera Substations
Solar I
Office Space
Guañizuil
IIA
Guañizuil IIA
Solar Park
15.5 km / 132kV
transmission Guañizuil IIA’s Jinko Solar´s
line Substation Substation
Bauchaceta
Substation
13
Source: Company Information
CONFIDENTIAL INFORMATION MEMORANDUM III OPERATIONS & TECHNICAL OVERVIEW
17 17
Performance Ratio Average temperature
13 80% 40.8°C
9
Avg. Plant Availability Avg. Grid Availability
99.5% 99.3%
Jul-21 Aug-21Sep-21 Oct-21 Nov-21Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Aug-22Sep-22 Oct-22 Nov-22Dec-22 The main production drivers for 2022 were the following:
• In-plane Irradiation was lower than expected, with
Plant Availability (%) several cloudy days
Average Plant Availability since COD: 99.4% • Plant availability was affected due to the inspection and
repair works carried out on the HV/MV power transformer.
100% 99% 99% 100% 100% 100% 100% 100% 99% 100% 100% 100% 100% 100% 99% 100%
97% 97% • Performance Ratio (PR) deviations were due to:
o Negative impact due to high temperatures
o Curtailment losses due to seasonal preventive
maintenance works and corrective maintenance works
at the utility (note these are covered by the PPA)
o Tracker losses due to strong winds, triggering the
stow position to avoid damages.
o Replacement of a valve of the HV/MV power
transformer and extended oil treatment process during
the extraordinary maintenance
o Soiling losses accumulated during first and last
sunlight hours (higher on cloudy days)
Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22
14
Source: Company information
CONFIDENTIAL INFORMATION MEMORANDUM III OPERATIONS & TECHNICAL OVERVIEW
As a % of
19% 47% 21% 7% 6%
150
total CapEx
$134 $134
Shareholder
100
28.2 Loans
75
EPC Capex
134.2
25
Other Capex
Hard Equity Senior Bridge Loan Shareholder Loans VAT Loan Facility VAT Refund Total Capex
15
Source: Company information
CONFIDENTIAL CONFIDENTIAL INFORMATION MEMORANDUM
IV Key Agreements
CONFIDENTIAL INFORMATION MEMORANDUM IV KEY AGREEMENTS
Power Purchase
MCSA(1) Agreement
6 1
Scatec CAMMESA
Interconnection
2 Agreements
EPRE San Juan
7
Remote O&M
Scatec
Sponsor Financing
4
Scatec & Equinor
Other Other
9 External Services (IT & Cybersecurity,
Security, Vehicles, Offices 5 SCADA, Insurance)
• Project Bodega was awarded with a 20-year PPA in the public action RenovAr 2.5 that took place in November 2017
• The Government contacted 22 projects that had previously applied to RenovAr’s second round and narrowly lost, and offered them to sign the respective PPA contracts if
they accepted a slightly reduced PPA price vs. what they had offered
• The sole off-taker of the PPA is CAMMESA
• The PPA price was set initially at $ 41.76 / MWh, adjusted on an annual basis by:
(i) Annual Price Adjustment (“PA”), considering a projected US CPI Index set in the PPA
(ii) Incentive Factor (“IF”), intended to encourage projects to reach COD as soon as possible. The incentive factor decreases as the years go by, so that the longer the
construction of the project takes, the lower the price paid by CAMMESA
• The full adjustment formula is as follows:
2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 20345 2035 2036 2037 2038 2039 2040
PA (Price Adjustment)(1) 1.01 1.03 1.05 1.07 1.08 1.10 1.12 1.14 1.16 1.18 1.20 1.22 1.24 1.26 1.28 1.31 1.33 1.35 1.37 1.40
IF (Incentive Factor)(1) 1.15 1.15 1.10 1.10 1.10 1.05 1.05 1.05 1.00 1.00 1.00 1.00 1.00 0.90 0.90 0.90 0.80 0.80 0.80 0.80
Actual PPA Annual Price(1) 48.85 49.67 48.32 49.15 49.99 48.53 49.36 50.20 48.63 49.46 50.30 51.16 52.04 47.63 48.44 49.27 44.54 45.31 46.08 46.87
17
Source: Company information
(1) Price is adjusted: (i) with the PA on an annual basis as from COD (every July) and (ii) with the IF on an annual basis each calendar year (every January)
CONFIDENTIAL INFORMATION MEMORANDUM IV KEY AGREEMENTS
• The PPA sets penalties if generation falls below a minimum generation (Energy shortages):
• Minimum generation under the PPA is set on an annual basis and calculated as the “Guaranteed Energy”
• Guaranteed Energy for a year is calculated based on the CAMMESA pre-construction Energy Production Report
• The missing energy may be supplied in a Recovery Year (the following production year)
• If the generation in the Recovery Year still does not cover the energy due, the penalty amount is equivalent to the missing energy cost multiplied by the difference
between the missing energy and the surplus, if there is any, of the Recovery Year
• The following chart displays the Guaranteed, Committed and Average Energy as agreed on the PPA contract, measured in GWh:
Production Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Average Energy (P50) 305.2 303.7 302.1 300.6 299.1 297.5 296.0 294.4 292.9 291.4 289.8 288.3 286.8 285.3 283.7 282.2 280.7 279.1 277.6 276.1
Energy Committed (P90) 261.2 259.9 258.6 257.3 255.9 254.7 253.4 252.0 250.7 249.4 248.1 246.8 245.5 244.2 242.9 241.6 240.2 238.9 237.6 236.3
Guaranteed Energy (P99) 225.4 224.2 223.1 221.9 220.9 219.7 218.6 217.5 216.3 215.2 214.1 212.9 211.8 210.7 209.5 208.4 207.3 206.1 204.9 203.8
SPV Contracts
Cordillera Solar VIII ( the “SPV”) has several agreements and contracts in place, securing the interconnection of the plant and its capacity to
dispatch energy thorugh the SADI
SPV
2 Interconnection Agreements Land Lease 3
• Permits to Act as a Generating Agent and to Access the Power Grid • The Project possesses a usufruct agreement with Tierra de Los Andes, the
vehicle of a local landowner, in order to rent the 350-hectare polygon where
• Resolution 2020-89-APN-ENRE#MDP granted GIIA access to the power grid the solar plant is located
for 100 MW of installed capacity, through the Bauchaceta Substation, by using
the EPRE’s 15.5 km / 132 kv transmission line • Currently, the agreement has 28 years left (20 years since COD, plus a 10-year
extension which can be exercised unilaterally by CSVIII)
• Resolution no. 2020-129-APN-SE#MDP gave GIIA the right to act as a • The rent is calculated as follows:
generating agent of the wholesale market (MEM(1))
• The annual rent is of US$ 500 / hectare per year
• The Company also has a Right of Way Agreement which sets
• The Company had to make an initial disbursement of US$ 82,500
Interconnection Access to the project to its own substation located in the
neighboring project’s land. • Total value for the lifetime of the contract: US$ 3,582,500
• In this agreement, JinkoSolar, the owner of the neighboring plant, yields the
land that is required to access GIIA’s substation. It is a small patch of land, but
necessary to protect the autonomy of the Project
• The Project was financed mainly through: (i) a Senior Shareholder Loan from • SCVIII has an IT agreement with Scatec ASA, in which Scatec provides the
Equinor and (ii) Shareholder loans split 50/50 between Equinor & Scatec, and management and maintenance of the systems used to operate the solar
(iii) the remaining portion with Equity split 50/50 between Equinor & Scatec plants
• As of December 2022, the outstanding balance (2) of each of the following • One of these systems know as Powerview Supervisory Control And Data
was: Acquisition (“SCADA”), is provided by Prediktor. The SCADA controls and
• US$ 71.6 MM(2) the Equinor Senior Shareholder Loan monitors the solar plant, weather stations and grid step-up substation. It
delivers online and historical data to a database on site, where the
• US$ 38.2 MM(2) remaining for the other Shareholder loans information is used to produce detailed reports and measurements
• This financing will need to be replaced at Closing of the transaction • Moreover, the SPV has two insurance contracts with MAPFRE:
• Plant’s Third-Party Liability insurance
• Plant’s Operational All Risk insurance, including machines (US$ 100 MM) and
production interruption (US$ 15 MM)
OpCo Contracts
Scatec Equinor Solutions Argentina (the “OpCo”) has several key contracts in place, primarily taking care of the solar plant’s management,
operation and maintenance
Scatec Global → OpCo OpCo → SPV
• OpCo possesses three main insurance contracts with MAPFRE and ZURICH: • OpCo relies on Scatec’s global hub in South Africa for the remote operation
(i) Mendoza Office’s Third-Party Liability insurance, (ii) O&M activities’ Third- of the plant via a Centralized O&M Services Agreement. Through this hub,
Party Liability insurance and (iii) Director’s Third-Party Liability insurance Scatec monitors most of its global solar plants through a 24/7 global Control
• The Company also has an insurance broker service agreement with Scatec, & Monitoring center. This hub is required to:
since Scatec negotiates these contracts at a global level. It consists of an • Monitor the performance of the Power Station through a remote web-based
annual fee of US$ 6,702 per year tele control system, including monitoring, outages notifications, and reporting
forecasts
9 Other External Services
• Support on the procurement, management and storage of all Spare Parts
• The OpCo externalizes the services of the plant´s security, vehicle • This remote operation can be done locally, but Scatec’s hub is meant to
management, and the cleaning of offices capture efficiencies from operating a global portfolio
• This agreement is not expected to continue after Closing
Source: Company information 20
(1) The Employer will pay to the O&M Contractor with effect from the start of the Mobilization Period an annual fee of 7.80 USD per kWp (the “Fee”), provided that, for the purposes
of calculating the Fee for the initial Contract Year, the Fee shall be reduced by fifty percent (50%) during the Mobilization Period and by twenty-five percent (25%) during the
Interim Operating Period.
CONFIDENTIAL CONFIDENTIAL INFORMATION MEMORANDUM
Accountant HR & Office Coordinator Senior O&M Engineer O&M Assistant O&M Assistant HSE Coordinator Senior Electrician Senior Electrician
• Scatec and Equinor provide advisory services to the on-site management and O&M teams, adding value with their vast experience and deep know-how of the
sector
• The EPC was performed by Equinor and Scatec via the OpCo
• Both O&M and Management Services are provided by the OpCo to the SPV. Most of the tasks are executed by the local experienced teams of the OpCo, and
others benefit of remote support provided by Scatec group (through intercompany contracts)
21
Source: Company information
(1) FTEs stands for Full Time Employees
CONFIDENTIAL INFORMATION MEMORANDUM V HUMAN RESOURCES, HSSE & SUSTAINABILITY
LTIFR (Lost time injury frequency rate per million hours) Rate 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
TRIFR (Total recordable injury frequency rate per Rate
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
million hours)
• During 2022 the Company sponsored a children’s reading program to promote reading and literacy amongst
children in Argentina, generating a long-lasting and positive impact in their personal development to facilitate their
social inclusion
• In August 2022, GIIA held a Tree Day event in which the plant’s management visited a local school and planted fruit
trees, explaining their importance to the students. The activity was held with the Multiple Special Education School
and was very helpful to local children as well as showing support to the community
• In addition to the youth programs, the Company hosted several Cancer Awareness Days, including:
• Prostate Cancer Awareness Day: Prostate exam with professionals at a health center. This campaign was carried out
with the participation, organization and commitment of Scatec’s employees, as well as the mayor's office, the hospital
and the Fundación Sanatorio Argentino
• Breast Cancer Awareness Day: Performed breast examination, colposcopy, PAP, endocervical brushing and biopsy (if
necessary), in local health centers for 150 women from remote areas with the proper follow-up tests if any pathology
was detected. The campaign was carried out in November 2022 in Las Flores, reaching the population of Villa Iglesia
and El Llano. It was also carried out in Rodeo, reaching the districts of Colanguil, Angualasto, and Maliman
• In August 2022 the Company collaborated with Club San Lorenzo’s “Children’s Day” celebration
VI Financial Overview
CONFIDENTIAL CONFIDENTIAL INFORMATION MEMORANDUM
Financial Snapshot
As of December 2022, the Project has a total of US$ 109.4 MM worth of Shareholder Loans and US$ 4.4 MM of Cash & Equivalents
• The Company holds a VAT Loan Facility provided by Equinor & Scatec in 2019. This
500
facility is subordinated to the Senior Bridge Loan and has a prepayment clause for any
3 9,069 8,569
3 refunds provided by the tax authority
435
• The outstanding value of this instrument is US$ 9 MM, divided into:
- US$ 8.6 MM of Principal Amount
- US$ 0.5 MM of Accrued Interests
2 28,643 28,208
Shareholder Loans
• The outstanding value of these instruments is US$ 28.6 MM, divided into:
- US$ 28.2 MM of Principal Amount
- US$ 0.4 MM of Accrued Interests
1 71,643
62,200 Senior Bridge Loan Agreement
• Senior Bridge Loan provided by Equinor in 2018. This facility is the principal loan and
prelates over the other debts of the company
1
• The outstanding value of this instrument is US$ 71.6 MM, divided into:
- US$ 62.2 MM of Principal Amount
Total: US$ 4,413 Ths. - US$ 9.4 MM of Accrued Interests
B Financial Projections
CONFIDENTIAL INFORMATION MEMORANDUM B FINANCIAL PROJECTIONS
Overview
− Projections have been prepared in US Dollars, which is the functional currency of Bodega
− Projections begin in 2023. Monthly projections have been prepared for the asset, considering an estimated useful life of 35 years
− Spot price projection has been set fixed to 60 US$/MWh, projected in nominal US Dollars with no indexation
− Power generation projections for Bodega are according to the 2020 Energy Yield Assessment performed by Scatec’s Engineering Team for the first 25 years, and
according to Scatec’s internal estimates for the remaining 10 years
− Inflation projections for the US correspond to Standard & Poor’s projection as published in February 2023
Macroeconomic Assumptions
2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2040E 2045E 2050E 2053E+
Inflation USA (CPI Growth) 3.96% 2.30% 2.18% 2.14% 2.21% 2.12% 2.11% 2.14% 2.20% 2.21% 2.20% 2.14% 2.09% 2.13% 2.21% 2.29% 2.27%
• PPA Price
- Original Tariff: 41.76US$/MWh
- The original tariff is adjusted by the following variables:
- i) Annual Price Adjustment (“PA”): considering a projected US CPI Index set in the PPA, which takes place on the COD anniversary of
the asset throughout the life of the contract (every July)(1).
REVENUES - Ii) Incentive Factor (“IF”): scheduled for each calendar year of the PPA in the contract (every January)(1).
• Spot Price
- Nominal Price: 60 US$/MWh with no indexation
• In 2023 a total expense of US$ 997 Ths. is budgeted for the asset according to Scatec’s 2023 Budget. O&M US$ 997 Ths.
O&M
For the projection, this amount is adjusted annually at US CPI inflation rate Formula + US CPI
• MSA expenses are modelled pursuant the MSA Contract Agreement, which includes a US$ 530 Ths. US$ 530 Ths.
MSA Base fee for 2021, which is adjusted each year pursuant an adjustment schedule until 2041 (c. 1.7% MSA
+ Schedule
Formula
indexation per annum). After this year, the fee is adjusted using US CPI inflation rate Adjustment
• In 2023 a total expense of US$ 194 Ths. is budgeted for the asset according to Scatec’s 2023 Budget. Insurance US$ 194 Ths.
Insurances
For the projection, this amount is adjusted annually at US CPI inflation rate Formula + US CPI
• In 2023 a total expense of US$ 11 Ths. is budgeted for the asset according to Scatec’s 2023 Budget. Auditing US$ 11 Ths.
Auditing
For the projection, this amount is adjusted annually at US CPI inflation rate Formula + US CPI
• In 2023 a total expense of US$ 76 Ths. is budgeted for the asset according to Scatec’s 2023 Budget. Legal
US$ 76 Ths.
OPEX Legal Services Services
For the projection, this amount is adjusted annually at US CPI inflation rate + US CPI
Formula
• In 2023 a total expense of 615 US$/MWp is budgeted for the asset according to Scatec’s 2023 Budget. Spare
615 US$/MWp
Spare Parts Parts
For the projection, this amount is adjusted annually at US CPI inflation rate + US CPI
Formula
Site
• In 2023 a total expense of US$ 103 Ths. is budgeted for the asset according to Scatec’s 2023 Budget. Site C&U US$ 103 Ths.
Communication
For the projection, this amount is adjusted annually at US CPI inflation rate Formula + US CPI
& Utilities
CSR • In 2023 a total expense of US$ 52 Ths. is budgeted for the asset according to Scatec’s 2023 Budget. CSR US$ 52 Ths.
Contribution For the projection, this amount is adjusted annually at US CPI inflation rate Formula + US CPI
• The inverter Service fee expense is modelled starting on July 2027 and until December 2050. This line Inverter
Inverter Service 182 US$/MWp
is modelled as a base fee of 182 US$/MWp for 2023 and adjusted by US CPI inflation rate for the Service
Fee + US CPI
projected period Formula
• The Income Tax rate for the projected period is 35%, according to Argentine corporate tax rate
INCOME TAXES
• It is adjusted for accelerated tax depreciation, a benefit for renewable projects with RenovAr PPAs
CAPEX • Maintenance CapEx is included in Opex, as spare parts and inverter service fees
• Accounting Depreciation has been modelled considering 2022 PP&E figure and a 20-year straight line depreciation schedule
DEPRECIATION • Tax Depreciation has been modelled considering 2022 PP&E figure and a 10-year (accelerated) straight-line depreciation schedule, given
incentives to renewable power generation
• In 2023 a total lease expense of US$ 141 Ths. is budgeted for the asset. For the projection, this amount is adjusted annually at US CPI inflation
LEASES
rate
Lease US$ 141 Ths.
Formula + US CPI
Key Highlights
17 17 17 17 17 17 16 16 16 16 16 16 15 15
15 15 15 15 15 15
14 15 14 14 14 14 14
14 14
13 13 13 13
9 9 9 9
8 8 8 8 8
8 8 8 8
7 7 7 7 7 7 7
6 6 6 6
P&L
(US$ ‘000, unless noted) 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2035E 2040E 2045E 2050E 2055E 2056E
P&L
Revenues 14,345 14,551 14,758 14,286 14,489 14,693 14,190 14,389 13,867 13,173 16,667 16,334 15,274 7,096
Energy Production Revenues 14,345 14,551 14,758 14,286 14,489 14,693 14,190 14,389 13,867 13,173 16,667 16,334 15,274 7,096
Net Output (MWh) 299,341 298,523 297,691 296,846 295,993 295,130 294,254 293,363 288,639 283,434 277,779 272,241 254,565 118,269
Average Energy Price (US$/MWh) 47.9 48.7 49.6 48.1 48.9 49.8 48.2 49.0 48.0 46.5 60.0 60.0 60.0 60.0
Expenses (2,053) (2,097) (2,140) (2,184) (2,241) (2,298) (2,344) (2,391) (2,647) (2,923) (3,251) (3,632) (4,021) (2,056)
Scatec O&M BoP (997) (1,020) (1,042) (1,064) (1,088) (1,111) (1,135) (1,159)
(2)
(1,290) (1,431) (1,594) (1,781) (1,993) (1,019)
Asset Management Fee (548) (558) (567) (577) (587) (597) (607) (617) (672) (731) (811) (906) (1,013) (518)
Insurance, Premium & Broker Fees (194) (198) (203) (207) (212) (216) (221) (225) (251) (279) (310) (347) (388) (198)
Others (314) (321) (328) (335) (354) (374) (382) (390) (434) (481) (536) (599) (628) (321)
Auditing (11) (11) (11) (12) (12) (12) (13) (13) (14) (16) (18) (20) (22) (11)
Legal services (76) (78) (79) (81) (83) (85) (86) (88) (98) (109) (122) (136) (152) (78)
Spare parts (72) (74) (75) (77) (79) (80) (82) (84) (93) (103) (115) (129) (144) (74)
Site communications & utilities (103) (105) (108) (110) (112) (115) (117) (120) (133) (148) (165) (184) (206) (105)
CSR contribution (52) (53) (54) (56) (57) (58) (59) (60) (67) (75) (83) (93) (104) (53)
Inverter service fee 0 0 0 0 (12) (24) (24) (25) (28) (31) (34) (38) 0 0
EBITDA 12,292 12,453 12,617 12,103 12,248 12,395 11,846 11,998 11,220 10,250 13,416 12,702 11,253 5,040
EBITDA Margin 85.7% 85.6% 85.5% 84.7% 84.5% 84.4% 83.5% 83.4% 80.9% 77.8% 80.5% 77.8% 73.7% 71.0%
Depreciation Expense (incl. Land Lease) (6,241) (6,562) (6,562) (6,562) (6,562) (6,562) (6,562) (6,562) (6,562) (6,562) 0 0 0 0
EBIT 6,051 5,892 6,056 5,541 5,686 5,834 5,285 5,436 4,659 3,689 13,416 12,702 11,253 5,040
EBIT Margin 42.2% 40.5% 41.0% 38.8% 39.2% 39.7% 37.2% 37.8% 33.6% 28.0% 80.5% 77.8% 73.7% 71.0%
(US$ ‘000, unless noted) 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2035E 2040E 2045E 2050E 2055E 2056E
EBITDA 12,292 12,453 12,617 12,103 12,248 12,395 11,846 11,998 11,220 10,250 13,416 12,702 11,253 5,040
+ Variance in WK 888 (28) (29) 83 (26) (27) 88 (27) (24) (21) 20 21 48 1,102
- Income Tax credits / (payable) 291 235 177 357 306 255 447 394 (3,927) (3,588) (4,695) (4,446) (3,938) (1,764)
- Land Lease cash payment (141) (144) (147) (154) (157) (161) (164) (168) (187) (207) (231) (258) (288) (147)
Cash Flow from Operations 13,330 12,515 12,618 12,389 12,371 12,463 12,218 12,197 7,082 6,435 8,510 8,020 7,074 4,230
CapEx 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Cash Flow from Investing 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(2)
Free Cash Flow to Firm 13,330 12,515 12,618 12,389 12,371 12,463 12,218 12,197 7,082 6,435 8,510 8,020 7,074 4,230
33
Source: Company information
CONFIDENTIAL CONFIDENTIAL INFORMATION MEMORANDUM
• In 1992, the National Government • Transmission companies operate and • The distribution market is heavily • The demand for electricity in Argentina
initiated a privatization process maintain assets in the concession area regulated is divided into three types of
intended to protect consumer’s rights granted by the Secretary of Energy consumers: Residential, Commercial
• Distribution in Buenos Aires area is
and promote competition in the • Power transmission is a natural provided by two companies: Edenor and Industrial Users
generation and distribution sectors monopoly which operates in a captive and Edesur. The rest is split between • During the last 4 years total demand
• Since then, private and state-owned market provincial companies (approx. 43%), has grown at a 2% CAGR, with
companies generate power and sell • Transener (co-controlled by Pampa cooperatives (28%) and direct buyers. residential demand growing at a 3%
electricity in a wholesale market Distributors operate the distribution CAGR
Energía and ENARSA) operates the
operated by CAMMESA national power transmission grid under network under a concession for a • Regarding the national distribution of
• Different types of off-take agreements: a long-term agreement with the specific area this consumption, 50% of the country's
(i) through the spot market, (ii) PPAs Argentine Government • Edenor: Largest power distribution energy is consumed in Buenos Aires,
with thermal plants (plants installed − With its subsidiary Transba, company in Argentina both in number 12% is consumed in the Litoral area
before 2006), (iii) self generation and of customers and electricity sold and 14% in the Northwestern zones
Transener directly operates 20,981
(iv) private PPAs for Renewables km of transmission lines, of which c. (19,7% of the market(1))
• Edesur: 13,2% of the market(1) in the
43 GW 145 TWh 13%
14,919 km are high voltage
transmission lines of 500 kV (85% of south of Buenos Aires Region in terms
Industrial
2022 Installed 2022 Annual Renewable Share 27%
Capacity Generation of Annual Gx
Argentine National High Voltage
Transmission Network)
of clients
138 TWh Residential
2022 Annual 45%
Demand
Players
Commercial
Key
28%
7,110 MW 5 GW
30 24%
7,935 MW 65% 22%
Solar
PATAGONIA 20 Wind
Onshore
59%
Thermal Renewable 10
2,769 MW
Hydro Nuclear
0
2002 2005 2008 2011 2014 2017 2020 2022
36
Source: CAMMESA, publicly available information.
Note: Data as of January 2023.
CONFIDENTIAL INFORMATION MEMORANDUM VII INDUSTRY OVERVIEW
100
1 Energy Component 80 Average Price: 71.3 US$/MWh
60
2 Dispatch Transitory Cost Overrun
40
20
Monomial Price 3 Capacity Component
0
Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22
4 Excess Demand Fee Energy Component Dispatch Transitory Cost Overrun
Excess Demand Fee Other Costs
5 Other Costs Capacity Component Monomial Price
37
Source: CAMMESA
CONFIDENTIAL INFORMATION MEMORANDUM VII INDUSTRY OVERVIEW
1161 MW Hydro 61%, Thermal 33%, Solar • Genelba Thermal Plant (1253 MW)
Pampa Energia USA 5,088 12% 18%
2%, Wind 4% 75% 6% • Loma de la Lata Thermal Plant (780 MW)
401 MW Hydro 75%, Solar 25% • Costanera Thermal Plant (2324 MW)
Enel Italy 4,539 11% 29% 71%
• El Chocon Hydroelectric Plant (1328 MW)
4097-all above
PCR 1% • Four Eolic Power Plants (325 MW)
325 100%
Source: Mercados Energéticos Report, company filings and public information as of January 2023 38
CONFIDENTIAL INFORMATION MEMORANDUM VII INDUSTRY OVERVIEW
18%
16% 18%
16%
14% 16%
14% 14% RenovAr & RenovAr and MATER were very succesfull and competitive public tenders for
12% 12% 2016-2022 MATER renewable power generation that have taken place since 2016
10% 10%
14%
8% 8%
6%
12% 6% • RenovAr has injected 5 GW to the system across 185 new renewable energy projects,
4%
10% 4% whereas MATER has awarded over 2 GW through 57 new renewable projects
2% 2%
• Peak share of renewables in Argentina’s National Grid reached 28.8% on September 26, 2021
0% 0%
• More than 11,000 new jobs were created, and an estimated 193 million tons of CO2 emissions
2020 2021 2022 2023 2024 2025
will be avoided by 2040
Objective Actual
39
Source: CAMMESA and publicly available information as of October 2022.
CONFIDENTIAL INFORMATION MEMORANDUM VII INDUSTRY OVERVIEW
1992 2007 2010 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Key Participants
RenovAr 1.0
123 6.3 GW 29 1.1 GW 35% 58 62 JULY 2016
Offers Offered Offers Awarded 62% US$/MWh Avg. US$/MWh Avg.
Presented Capacity Awarded Capacity Capacity Price Capacity Price
Key Participants
RenovAr 1.5
47 2.5 GW 30 1.3 GW 40% 54 54
Offers Offered Offers Awarded 60% US$/MWh Avg. US$/MWh Avg. OCT 2016
Presented Capacity Awarded Capacity Capacity Price Capacity Price
Key Participants
RenovAr 2.0
228 9.4 GW 66 1.4 GW 47%
41 45
Offers Offered Offers Awarded 40% US$/MWh Avg. US$/MWh Avg. AUG 2017
Presented Capacity Awarded Capacity Capacity Price Capacity Price
Key Participants
RenovAr 2.5
120 6.1 GW 22 0.6 GW 40 42
Offers Offered Offers Awarded 41% 52% US$/MWh Avg. US$/MWh Avg. NOV 2017
Presented Capacity Awarded Capacity Capacity Price Capacity Price
Key Participants
RenovAr 3.0 50(1) 0.4 GW 38 0.3 GW 58 57
Offers Offered Offers Awarded 37% 50% US$/MWh Avg. US$/MWh Avg. SEPT 2018
Presented Capacity Awarded Capacity Capacity Price Capacity Price
Key Participants
MATER n.a. n.a.
57 1.7 GW 30%
n.a.
OCT 2017-
Offers Awarded 70% APR 2022
Awarded Capacity
Wind 41
Source: Company filings, CAMMESA and publicly available information as of October 2022. Solar
(1) The ministry invited the sponsors of the 12 projects that did not receive contracts to sign contracts with the government at the lowest awarded price Biomass
Small Hydro
CONFIDENTIAL INFORMATION MEMORANDUM VII INDUSTRY OVERVIEW
3,818 MW 2,280 MW
4% 1%
10%
28% 37%
30%
56%
33%
Source: CAMMESA, MINEM (Ministerio de Energía y Minería (Energy and Mining Ministry))
(1) Considers MATER projects above 10MW
42
(2) Status as of December 2022. Status "Cancelled" means project was cancelled in coordination with the government prior to project construction. Status "Govt. wants to revoke"
means the government is seeking to revoke contracts that have not yet started construction, due to problems with financing among others, to free up priority dispatch capacity.