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INFRASTRUCTURE AND PROJECT FINANCE CREDIT OPINION 13 August 2019 Update RATINGS Celeo Redes Operacion Chile S.A. Domicile Chile Long Term Rating Baa2 Type Senior Secured - Fgn Curr Outlook Stable Please see the ratings section at the end of this report for more information. The ratings and outlook shown reflect information as of the publication date. Contacts Daniela Cuan +54.115.129.2617 VP-Senior Analyst [email protected] Alejandro Olivo +1.212.553.3837 Associate Managing Director [email protected] CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 Celeo Redes Operacion Chile S.A. Update to Key Credit Factors Summary Celeo Redes Operacion Chile S.A.’s (Celeo: Baa2 stable) credit quality reflects the low business risk and satisfactory operational performance of its transmission projects in Chile: Alto Jahuel Transmisora de Energia S.A. (AJTE 1 and AJTE 2) as well as Charrua Transmisora de Energia S.A. (CHATE). CHATE and AJTE jointly and severally guarantee Celeo’s 5.2% $379 million senior secured US$ 144/Reg S Notes and 3.35% UF5.4 million Unidades de Fomento (UF) Notes. Celeo's credit quality incorporates the visibility of cash flows driven by the availability based revenues of AJTE 1 and CHATE (around 80% of the revenues) over 20-years, until 2035 and 2037 respectively and our expectation of credit supportive tariff reviews of AJTE 2’s cash flows (starting in 2020) as well as AJTE 1 and CHATE (starting in 2035 and 2040) during the resettable period. The predictability of cash flows is supported by the projects’ satisfactory counterparty-risk exposure and the natural hedge that results from the tariffs underlying indexation formulas and the debt currency breakdown (U$S 62%; 38% UF). The credit quality also considers Celeo’s 3-month O&M reserve account. While the financial model and debt amortization profile target a minimum 1.25x DSCR during the fixed tariff period and 1.35x DSCR during the resettable tariffs, leverage for the project is overall high, which tempers the rating. The credit quality is further constrained by the long-term uncertainty regarding the value of the projects’ asset base used in setting tariffs, Value of Investments (VI). This increases credit risk during the final ten years of the 2047 Notes. However, our analysis considers that the break-even analysis allows for a reduction of at least 20% in the projected VI at which point Celeo will have repaid nearly 40% of the total debt after the expiration of the 20-year fixed tariff period. We also consider the long useful life of these assets that are held in perpetuity while we assume that 500 KV transmission lines will remain key pieces of infrastructure in the Chilean transmission system. Credit strengths » Low business risk and long-term useful life of transmission assets held in perpetuity » Credit supportive regulatory environment » Contractual terms and satisfactory counterparty risk underpin predictability of cash flows » High availability levels also support cash flow stability

Celeo Redes Operacion Chile S.A. · Celeo Redes Operacion Chile S.A. Domicile Chile Long Term Rating Baa2 Type Senior Secured - Fgn Curr Outlook Stable Please see the ratings section

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Page 1: Celeo Redes Operacion Chile S.A. · Celeo Redes Operacion Chile S.A. Domicile Chile Long Term Rating Baa2 Type Senior Secured - Fgn Curr Outlook Stable Please see the ratings section

INFRASTRUCTURE AND PROJECT FINANCE

CREDIT OPINION13 August 2019

Update

RATINGS

Celeo Redes Operacion Chile S.A.Domicile Chile

Long Term Rating Baa2

Type Senior Secured - FgnCurr

Outlook Stable

Please see the ratings section at the end of this reportfor more information. The ratings and outlook shownreflect information as of the publication date.

Contacts

Daniela Cuan +54.115.129.2617VP-Senior [email protected]

Alejandro Olivo +1.212.553.3837Associate Managing [email protected]

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

Celeo Redes Operacion Chile S.A.Update to Key Credit Factors

SummaryCeleo Redes Operacion Chile S.A.’s (Celeo: Baa2 stable) credit quality reflects the lowbusiness risk and satisfactory operational performance of its transmission projects in Chile:Alto Jahuel Transmisora de Energia S.A. (AJTE 1 and AJTE 2) as well as Charrua Transmisorade Energia S.A. (CHATE). CHATE and AJTE jointly and severally guarantee Celeo’s 5.2% $379million senior secured US$ 144/Reg S Notes and 3.35% UF5.4 million Unidades de Fomento(UF) Notes.

Celeo's credit quality incorporates the visibility of cash flows driven by the availability basedrevenues of AJTE 1 and CHATE (around 80% of the revenues) over 20-years, until 2035 and2037 respectively and our expectation of credit supportive tariff reviews of AJTE 2’s cashflows (starting in 2020) as well as AJTE 1 and CHATE (starting in 2035 and 2040) during theresettable period. The predictability of cash flows is supported by the projects’ satisfactorycounterparty-risk exposure and the natural hedge that results from the tariffs underlyingindexation formulas and the debt currency breakdown (U$S 62%; 38% UF). The creditquality also considers Celeo’s 3-month O&M reserve account.

While the financial model and debt amortization profile target a minimum 1.25x DSCRduring the fixed tariff period and 1.35x DSCR during the resettable tariffs, leverage for theproject is overall high, which tempers the rating. The credit quality is further constrainedby the long-term uncertainty regarding the value of the projects’ asset base used in settingtariffs, Value of Investments (VI). This increases credit risk during the final ten years of the2047 Notes. However, our analysis considers that the break-even analysis allows for areduction of at least 20% in the projected VI at which point Celeo will have repaid nearly40% of the total debt after the expiration of the 20-year fixed tariff period. We also considerthe long useful life of these assets that are held in perpetuity while we assume that 500 KVtransmission lines will remain key pieces of infrastructure in the Chilean transmission system.

Credit strengths

» Low business risk and long-term useful life of transmission assets held in perpetuity

» Credit supportive regulatory environment

» Contractual terms and satisfactory counterparty risk underpin predictability of cash flows

» High availability levels also support cash flow stability

Page 2: Celeo Redes Operacion Chile S.A. · Celeo Redes Operacion Chile S.A. Domicile Chile Long Term Rating Baa2 Type Senior Secured - Fgn Curr Outlook Stable Please see the ratings section

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

Credit challenges

» High leverage

» Long-term cash flow uncertainty after the expiration of the 20-year fixed tariff period

Rating outlookThe stable outlook assumes that AJTE and CHATE will maintain high availability levels of its operating transmission assets such thatCeleo’s financial performance will be generally consistent with our base case expectations, which assume a DSCR of at least 1.25x DSCRduring the fixed revenues period (1.35x after 2037).

Factors that could lead to an upgrade

» An upgrade of the rating is unlikely over the near term given Celeo’s high initial leverage. Over the long-term, stronger thanexpected financial metrics that result in a DSCR consistently exceeding 1.40x would exert upward rating pressure.

Factors that could lead to a downgrade

» The rating could experience negative pressure if AJTE’s and/or CHATE’s operational performance deteriorates, if Celeo’s financialperformance is materially different from anticipated, such that the Fixed and Resettable DSCRs remain below 1.25x and 1.35x,respectively, on a sustainable basis.

ProfileHeadquartered in Santiago, Chile, Celeo Redes Operation Chile S.A. (Celeo) holds a 99.99% direct interest stake in the 500 KVtransmission projects: Alto Jahuel Transmisora de Energia S.A. (AJTE) and Charrua Transmisora de Energia S.A. (CHATE). Celeo alsoholds a 99.99% interest in Diego de Almagro Transmisora de Energía S.A. (DATE) but this last is not part of the rated transaction.

As illustrated in Exhibit 3 Celeo’s holding parent company, Celeo Redes Chile Limitada, is 99.99% owned by Celeo Redes, SL (CeleoRedes Spain), the sponsor.

Celeo Redes Spain is an indirect subsidiary of the Dutch pension fund Algemene Pensioen Groep N.V. (APG; 49%; unrated) and ElecnorS.A. (51%; unrated), the parent company of Elecnor Chile S.A. (unrated), the Engineering, Procurement, and Construction (EPC)contractor.

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 13 August 2019 Celeo Redes Operacion Chile S.A.: Update to Key Credit Factors

Page 3: Celeo Redes Operacion Chile S.A. · Celeo Redes Operacion Chile S.A. Domicile Chile Long Term Rating Baa2 Type Senior Secured - Fgn Curr Outlook Stable Please see the ratings section

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

Exhibit 1

Celeo's simplified organizational structure

Celeo Redes, S.L. (Sponsor)

Celeo Redes Chile Limitada(Parent Company)

Celeo Redes Operacion Chile S.A. (Issuer)

New Projects100%

AJTE

100% CHATE

100% DATE

Chile

Spain

50%

Netherlands

Spain

APG(Shareholder)

Elecnor S.A.(Shareholder)

51% 49%

Bond Issuer

Restricted Subsidiary Guarantor

Unrestricted Subsidiary

Obligor Perimeter

Legend

Source: Celeo and Moody's Investors Service

Detailed credit considerationsLOW BUSINESS RISK, CREDIT SUPPORTIVE REGULATORY ENVIRONMENT AND CONTRACTUAL TERMS UNDERPIN CASH FLOWSPREDICTABILITYCeleo’s credit quality considers that around 80% of its current revenues, AJTE 1 and CHATE, are comprised of fixed project revenues(20-year availability based fixed revenues). Upon the expiration of the projects’ underlying contractual arrangements their revenueswill be subject to tariff reviews every four years (resettable project revenues), as is the case for AJTE 2, which represent 20% of totalrevenue. Celeo’s credit quality assumes that AJTE 2’s first tariff review in 2020 will be credit supportive. This expectation considers ahistorical track record of positive tariff review outcomes for other transmission companies.

Our view also assumes that the implementation of the changes associated with the Transmission Bill of Law (TBL; Law No. 20.936)that was enacted in 2016, will continue smoothly albeit some potential delays on its implementation. According to the legislation,starting in 2020 the tariff reviews will use the Capital Asset Pricing Model (CAPM) to set the internal rate of return (IRR), subject toa 7-10% post-tax range. In contrast, the current remuneration is premised on a fixed 10% rate of return (pre-tax). This creates someuncertainty around the actual applicable IRR for AJTE 2’s revenues since 2020 as well as the long-term cash flows of AJTE 1 and CHATE.However, we consider that AJTE 1’s and CHATE’s cash flows during the fixed revenue period are modeled based on a return of 11% (pre-tax) while a 8% (post-tax) was assumed for the resettable cash flows. These IRRs compare well with the 7-10% range under the newlaw.

Our analysis also considers that the National Transmission Remuneration System will progressively transition to a system based onan allocation of the transmission payment obligations across the unregulated generation and utility companies. In contrast, Celeo’sprojects currently receive the payments related to their transmission services (embedded in the power generation costs) from thepower producers. That said, we factor in the satisfactory credit profile of Celeo projects’ key IPP-counterparties. These largely consist

3 13 August 2019 Celeo Redes Operacion Chile S.A.: Update to Key Credit Factors

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MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

of Enel Chile Generacion S.A. (Baa1 stable), Colbun S.A. (Baa2 stable), Empresa Eléctrica Pehuenche S.A. (unrated) and AES Gener S.A.(Baa3 negative). During 2018, these companies accounted for nearly 68% of Celeo’s revenues (2017: 79%).

TARIFF ADJUSTMENT MECHANISMS AND SATISFACTORY COUNTERPARTY RISKThe projects’ annual tariffs (VATT) consist of (i) the AVI, an Annuity calculated on the assets’ Investment Value (AVI) and the applicablerate or return, as well as (ii) the O&M and administrative operating costs (COMA). The AVI represents over 80% of the projects totalincome because the operational costs of transmission costs are typically low. .

The rates are adjusted monthly for AJTE 2 but only annually for AJTE 1 and CHATE. Nevertheless, we acknowledge that the underlyingrevenues indexation formulas and Celeo’s debt composition, US$-denominated notes around 60% and UF-denominated notes around40%, allow for a natural hedge. This considers that the projects’ COMA are fully indexed to changes in local inflation (with laboraccounting for the majority of their operational costs). In contrast, CHATE’s AVI is fully subject to changes in CLP/USD exchange ratewhich represents 44% of AJTE 1’s & AJTE 2’s AVI-indexation formulas (56% indexed to changes in the local inflation).

Management’s updated financial model maintain assumptions for Chilean inflation to be 3.0% through 2019 and 3.5% 2020 onwardand for US inflation it assumes CPI at 2% in 2019 and then 2.25% 2020 onwards, in line with Moody's forecast.

STRONG OPERATIONAL TRACK RECORD AND HIGH LEVELS OF AVAILABILITY SUPPORT CASH FLOW STABILITYAt year-end 2018, AJTE 1’s and AJTE 2's availability ratios remain very high at 99.99% and 100% respectively, while during the firstfull year of operations CHATE also exhibited availability of 100%. This is important because the lost revenues due to availabilityinterruptions that are passed through to Celeo Redes Chile under the O&M agreements, are capped to 50% of the monthly O&M fees.Any remaining discounts could be carried over to the following month but the total aggregated discount amount is capped at 12.5% ofthe annual O&M fee, which relatively modest.

Our analysis also considers the experience of Elecnor and its subsidiaries to operate transmission assets, as well as reputationalconsiderations that may result should the transmission assets face material operational challenges and penalties.

The transmission law (TBL) foresees a new mechanism, also effective in 2020, to compensate end-users for failures in services (cappedat 5% of the asset’s revenues). Importantly, the n-1 redundancy configuration of the Chilean system reduces the risk of outages due tounavailability events. Celeo’s credit profile also benefits from a 3-month O&M reserve.

ASSETS HELD IN PERPETUITY AND AMORTIZING DEBT PROFILE TEMPER HIGH LEVERAGE AND LONG-TERM CASH FLOWSUNCERTAINTYCeleo’s credit quality is constrained by the projects’ overall high leverage. However, we acknowledge that the amortizing nature of thenotes will result in a gradual reduction of the project debt. The 30-year Notes are expected to fully amortize by 2047.

The amortization profile has been designed to target a minimum 1.25x DSCR for cash flows subject to fixed tariffs and 1.35x DSCRs forcash flow subject to resettable tariffs. At year end 2018 Celeo recorded a DSCR of 1.27x as expected; while the projected DSCR for 2019is 1.25X. Both calculations are in line with metrics from the financial model and our expectations.

4 13 August 2019 Celeo Redes Operacion Chile S.A.: Update to Key Credit Factors

Page 5: Celeo Redes Operacion Chile S.A. · Celeo Redes Operacion Chile S.A. Domicile Chile Long Term Rating Baa2 Type Senior Secured - Fgn Curr Outlook Stable Please see the ratings section

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

Exhibit 2

Debt service coverage remains stable until the debt fully amortizes at maturity in 2047

-

100,000

200,000

300,000

400,000

500,000

600,000

700,000

0.00x

0.20x

0.40x

0.60x

0.80x

1.00x

1.20x

1.40x

1.60x

1.80x

2.00x

2017 2022 2027 2032 2037 2042

End

ing

Deb

t B

ala

nce (

00

0s)

Deb

t S

erv

ice C

overa

ge R

atio (

x)

Ending Debt Balance DSCR

Source: Moody's Investors Service, Issuer Financial Model

We calculate that the scheduled debt amortization will allow Celeo to repay 38% of the Notes principal amount by 2037 when theassets are operating in full under the resettable tariff.

In Chile, the rate base used to calculate the tariffs is premised on the asset investment value (VI) which, unlike most global jurisdictions,does not reflect the assets’ depreciated value. This limits the visibility of AJTE1’s and CHATE’s transmission’s cash flows, in 17 and 20years, respectively, because the VI in Chile is based on the assets value of new replacement (VNR). This represents the investmentsrequired to build a complete new system. This is currently uncertain. For example, a significant change in technology that reduces thevalue of the transmission assets could also result in an adjustment downward of the assets VI. Thus, the credit risk increases during theNotes final ten years, particularly if the projects’ tariffs end up being materially lower than anticipated. This view also considers that thedebt amortization schedule is heavily back-ended, a credit negative.

However, in our analysis we consider that a break-even scenario in the financial model resulting in a 1.0x DSCR would need nearlya 24% reduction in the projected VI, which helps alleviate credit concerns given the long useful life of the assets which are heldin perpetuity. The credit quality also assumes that AJTE’s and CHATE’s 500 KV lines will remain, over the long term, key pieces ofinfrastructure of the Chilean transmission system.

Liquidity analysisCeleo's liquidity profile benefits from a 3-month O&M reserve account as well as 6-month debt service reserve accounts (DSRA) for theNotes denominated in USD and in Chilean UFs. The Notes include a distribution test based on a 1.15 times DSCR, rising to 1.20 timesafter January 2036.

Rating methodology and scorecard factors

We evaluate the financial performance of Celeo Redes Operacion Chile S.A. using our Generic Project Finance rating methodology(April 2018). As depicted in the grid below, the scorecard-indicated outcome under this methodology is Baa1. The assigned rating ofBaa2 for Celeo is one notch below the grid indicated outcome of Baa1 given the long-term uncertainty of the cash flows after theexpiration of the 20-year fixed tariff period for AJTE 1 (2035) and for CHATE (2037).

5 13 August 2019 Celeo Redes Operacion Chile S.A.: Update to Key Credit Factors

Page 6: Celeo Redes Operacion Chile S.A. · Celeo Redes Operacion Chile S.A. Domicile Chile Long Term Rating Baa2 Type Senior Secured - Fgn Curr Outlook Stable Please see the ratings section

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

Exhibit 3

Generic Project Finance Methodology

Factor Subfactor Score

1. Business Profile a) Market position A

b) Predictability of Net Cash Flows Baa

2. Operating Risk a) Technology Aa

b) Capital Reinvestment Aa

c) Operating Track Record Baa

d) Operator and Sponsor Experience, Quality and Support Baa

3. Leverage and Coverage a) Debt Service Coverage Ratio Ba

Notching Considerations Notch

1 - Liquidity 0

2 - Structural Features 0

3 - Refinancing Risk 0

4 - Construction and Ramp-Up Risk 0

5 - Priority of Claim, Structural Subordination, and Double Leverage 0

Baa1

Offtaker Constraint Applied? N/A

Level of Offtaker(s) Constraint N/A

Scorecard Indicated Outcome: Baa1

Preliminary Scorecard Indicated Outcome before Offtaker Constraint:

Financial performance based on management’s base case using the forecasted average through 2035, when the first contract rolls offSource: Moody's Investors Service

Ratings

Exhibit 4Category Moody's RatingCELEO REDES OPERACION CHILE S.A.

Outlook StableSenior Secured Baa2

Source: Moody's Investors Service

6 13 August 2019 Celeo Redes Operacion Chile S.A.: Update to Key Credit Factors

Page 7: Celeo Redes Operacion Chile S.A. · Celeo Redes Operacion Chile S.A. Domicile Chile Long Term Rating Baa2 Type Senior Secured - Fgn Curr Outlook Stable Please see the ratings section

MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

© 2019 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

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7 13 August 2019 Celeo Redes Operacion Chile S.A.: Update to Key Credit Factors

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MOODY'S INVESTORS SERVICE INFRASTRUCTURE AND PROJECT FINANCE

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

8 13 August 2019 Celeo Redes Operacion Chile S.A.: Update to Key Credit Factors