Warehouse: New Tools for Photovoltaic Financing

A flexible financing tool called “Warehouse” has become an important development in the field of renewable energy projects such as wind power PV in 2015. Similar to traditional warehouse financing, it finances energy portfolios in the form of claims, equity, or hybrids. Initially a by-product of the development of YieldCo, the convenience of the warehouse financing method allowed the promoters to start thinking about expanding their application scope.

Warehouse and Yieldco

Warehouse and YieldCo hold similar assets – renewable energy projects with long-term power purchase agreements. The power agreement between the power station and the user is crucial to the financing of the project. Developers can easily obtain the cost for the development and construction of the project in the early stage, and investors can ensure that the power generation and electricity markets do exist.

Based on the project and power purchase agreement, YieldCo generates predictable cash flow and distributes it to investors on a regular basis. Dividends want to grow, YieldCo mainly rely on constantly "supplement" new projects. Warehouse, on the other hand, bridges the gap between the project and the acquirer, allowing YieldCo to be more flexible in resolving deadline mismatches and to arrange new assets to “supplement” time. Under the current market conditions, the Warehouse approach can reduce project funding. The degree of dependence on the capital market.

Warehouse can provide project developers with funding for project construction and can also acquire sponsors’ projects. In this way, the project can be transferred from Warehouse to YieldCo when it is completed. Compared with the pure YieldCo model, Warehouse can further reduce the risk during construction. Warehouse's arrangement allows the investors of YieldCo to be more confident in their follow-up "supplementary" projects.

Warehouse Tools Architecture

A typical Warehouse, in general, is provided by the sponsor as a shareholder and managed. Some Warehouse also cited third party investors who are willing to participate in the construction or acquisition.

Typically, the sponsoring investor committee makes decisions. The committee determines the criteria for the type of project and the level of benefits. Only projects that meet the conditions can obtain funds for construction or acquisition. Investors hope that capital can be fully and steadily used. Because the funds are not fully utilized or the income level is not up to standard, the sponsor may have to pay a certain amount of compensation to investors.

Warehouse can use debt instruments to support the acquisition of completed projects, and its legal framework and terms are designed similar to holding company or mezzanine financing.

Warehouse can also obtain development and construction loans, and then lend to the project company. The terms of the construction loan are similar to the project financing, including the relevant contents of the contract, breach of contract, etc. Warehouse can operate capital through a variety of ways such as project sales, dividends, and development loans.

Warehouse usually lasts for 3-5 years. For investors and lenders, Warehouse's expectations and arrangements for the disposal of assets in the future are the focus of attention. Some Warehouses require the determination of future disposal plans when acquiring project assets, including selling to third parties, or “replenishing” them to YieldCo. Some also focus on the terms of sale, such as setting minimum prices for the sale.

Investors will eventually acquire and hold projects and sell them to sponsors or third parties. All acquisitions and disposals include relevant tax considerations.

Potential Applications of Warehouse

The warehouse structure is suitable for debt claims and equity forms. The sponsors are expanding their applications. The collapse of the capital market in the second half of 2015 made the equity financing of the YieldCo model seem outdated. Warehouse provides asset owners with a more flexible tool that can wait for the market to improve or sell to third parties.

The sponsors seeking to establish an affiliate YieldCo to consider the Warehouse structure are also for the same reasons: holding the portfolio to wait for its YieldCo to go public. There is also a class of sponsors who hold asset portfolios or pools of assets in the Warehouse structure, primarily for sale to third parties. There are also fancy features of Warehouse's construction financing to support the project's equipment, construction, and operation and maintenance costs.

There is some debate about the cost-benefit ratio of Warehouse financing. Proponents emphasize their ability to turn capital, and the general terms of this tool are flexible and applicable to various projects.

Opponents believe that the overall cost of this type of financing model is higher, and the prices and demands of equity and creditor investors are not the same. Different projects also vary widely. It would obviously lead to inefficiencies if one wants to use a tool to “strike the world”. One thing is clear. Whether it's the originator of YieldCo, a strategic investor, a manufacturer, or a financial investor, there are more and more sponsors seriously considering the Warehouse model - perhaps there will be more in 2016.

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