Completion of the Disposal of the DG Portfolio
Ecofin U.S. Renewables Infrastructure Trust PLC
11 March 2025
For immediate release.
Ecofin U.S. Renewables Infrastructure Trust PLC (the "Company")
Completion of the Disposal of the DG Portfolio
Further to the Result of General Meeting announcement made on 14 January 2025, the Board of the Company is pleased to announce that the sale of the DG Portfolio completed on 10 March 2025. The Disposal is the first sale to be signed and completed as part of the Managed Wind-Down.
The net closing payment payable to RNEW Capital, LLC (an indirect wholly-owned subsidiary of the Company) (the Seller) was approximately US$37.1 million. This amount was calculated after making certain adjustments as set out in the Sale Agreement and as described in the circular to shareholders dated 23 December 2024 (the Circular). This includes adjustments for the amount of project-level debt secured on assets in the DG Portfolio assumed by the Buyer, the Time-based Adjustment and as a result of an approximately US$1.0 million shortfall in the estimated level of net working capital below the target set out in the SPA.
The net proceeds of the Disposal (after deduction of estimated tax liabilities and other costs expected to be paid out of the proceeds of the Disposal) are expected to be approximately US$33.5 million. Of that, an amount of US$400,000 is to be held in escrow for a short post completion period expected to be up to 4 months pending the definitive true-up on the net working capital position at completion, as is customary for transactions of this nature.
As explained in the Circular, the net proceeds of the Disposal have been used in part to make a mandatory prepayment of approximately US$22.9 million in respect of the Seller's revolving credit facility (the RCF). After giving effect to such prepayment, the amount drawn on the RCF was reduced to nil. The total available commitment of the two RCF tranches has also been reduced following such prepayment to a total of US$10 million, reflecting the Seller's lower borrowing base after the sale of the DG Portfolio.
Accordingly, after prepayment of the RCF and the payment of expenses and other liabilities relating to the Disposal, the retained Group is expected to have estimated cash balances of approximately US$10.7 million.
Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the Circular, which is available on the Company's website at https://rnewfund.com.
Marathon Capital Markets, LLC acted as financial adviser to the Company in connection with the Disposal.
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Enquiries
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Ecofin U.S. Renewables Infrastructure Trust PLC Brett Miller
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via the Company Secretary |
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Ecofin Advisors, LLC Edward Russell
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+1 913 981 1020 |
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Marathon Capital Markets, LLC (Financial Adviser) Andrea Rosko (Director, Marketing & Communications)
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+1 312 989 1348 |
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Apex Listed Companies Services (UK) Limited (Company Secretary) |
+44 20 3327 9720 |
IMPORTANT NOTICES
Financial adviser
Marathon Capital Markets, LLC (Marathon) which is registered with the U.S. Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority in the United States, has acted as financial adviser to the Company and for no one else in connection with the matters set out in this announcement and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to clients nor for providing advice in connection with the matters set out in this announcement.
Neither Marathon nor any persons associated or affiliated with it accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement, made or purported to be made by it or them, or on its or their behalf, the Company or the directors in connection with the Company or the Disposal, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Marathon and its respective associates and affiliates accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise which it or they might otherwise have in respect of this announcement or any such statement.
General
This announcement is not a prospectus and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, or issue any securities whether pursuant to this announcement or otherwise.
The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law or any such jurisdiction.
Presentation of financial information
References to "US$" are to the lawful currency of the United States.
Certain financial data has been rounded, and, as a result of this rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.
LEI Number
The Company's LEI Number is 2138004JUQUL9VKQWD21
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