20 MARCH 2017

FINANCINGMERKUR OFFSHORE

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20 MARCH 2017

FINANCINGMERKUR OFFSHORE

I N T R O D U C T I O N A M S C A PP A N E U R O P E A N E X P E R I E N C E

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Prinses AmaliaCapacity: 120 MW

Sheringham ShoalCapacity: 317 MW

BelwindCapacity: 165 MW

NordergrundeCapacity: 110 MW

MerkurCapacity: 396 MW

GeminiCapacity: 600 MW

LuchterduinenCapacity: 129 MW

Borssele I & IICapacity: 700 MW

Borssele III & IVCapacity: 700 MW

Total offshorecapacity advised:

4,929 MW13 projects

Total onshorecapacity advised:

288 MW15 projects

TréportCapacity: 496 MW

NoirmoutierCapacity: 496 MW

DunkerqueCapacity: 600-700 MW

I N T R O D U C T I O N A M S C A PO F F S H O R E W I N D T R A C K R E C O R D

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Prinses Amalia(120 MW)

First ever offshore wind project

financed with non recourse debt

Belwind(165 MW)

First ever project to include non-utility

equity only,First ever EIB

financing

Gemini(600 MW)

Largest ever project financed offshore

wind project

Nordergründe(111 MW)

Identified and fully negotiated potential acquisition incl. 3rd party equity raising

Luchterduinen(129 MW)

Managing the business case and

responsible for contracting PPA and

Construction Insurance Package

Gemini proved that a EUR 2.8 billion offshore wind project can be financed within record timelines. This significant achievement was further recognized by winning three financial awards: the Project Finance International 2014 Power Deal of the year, the Infrastructure Journal 2014 European Wind Deal of the year, and the Infrastructure Journal 2014 Overall Deal of the Year.

I N T R O D U C T I O N A M S C A PO F F S H O R E W I N D T R A C K R E C O R D

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Borssele 1&2(700 MW)

Financial advisor, coordinated bid &

raised 100% of equity

Borssele 3&4(700 MW)

Financial advisor, coordinated bid &

raised 100% of equity

Merkur(396 MW)

First large scale deployment of the

GE - Haliade

Awards 2016

Undisclosed(75–150 MW)

Financial advisor, equity valuation &

coordination of binding offer

HKZ I&II(700 MW)

Strategic advisor, business case

assessment new technology

Amsterdam Capital Partners ranked joint fourth place oninspiratia’s 2016 financial adviser rankings in the top EUprimary market

Dunkirk(400–700 MW)

Financial advisor, Tender bid

management and arranging 100% of

debt & equity

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MERKUR OF FS HORE

F I N A N C I N G M E R K U R O F F S H O R EI N T R O D U C T I O N

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B A C K G R O U N D• The Merkur project (formerly known as MEG 1) was originally owned by German developer

Windreich, which went into administration• Following an unsuccessful approach to the debt market in 2014, DEME took over the project

development in late 2014• In April 2015, AMSCAP was appointed financial advisor and project director, assigned to restructure

the project, raise the equity and arrange the debt financing• Starting in April 2015, the project was completely restructured, including a new turbine supplier and

a new balance of plant contract, adjusted park lay out and a new grid connection• In record timelines:

the project development was finalized in October 2015 the equity raising process followed thereafter, with all equity committed by February 2016 the debt was launched in April 2016 and financial close was reached 4 months later

F I N A N C I N G M E R K U R O F F S H O R EP R O J E C T O V E R V I E W

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P R O J E C T D E S C R I P T I O N• 396 MW• 45km north of Borkum• Average water depth: 30m• Average wind speed: ~10m/s• 2 contact structure, unique for German

offshore wind• GeoSea as EPCi contractor for the Balance

of Plant, GE as turbine supplier• 66 GE Haliade 150-6MW with a 150.95m

rotor diameter• Start offshore construction: April 2017• Commissioning: January 2019

F I N A N C I N G M E R K U R O F F S H O R EP R O J E C T O V E R V I E W

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T E C H N I C A L S P E C I F I C AT I O N S• 66 GE Haliade 150-6MW WTG• Permanent magnet direct-drive generator with a

150.95m rotor diameter and blade length of 73.5m• WTG mounted on MP foundations with bolted

flange connections• MP diameter from 7.6 m at shallow locations to 8.1

m at deeper locations.• MP thickness from 70 mm to 90 mm• WTG connected to the offshore substation through

12 strings (33kV) with a total length of 77.1km

F I N A N C I N G M E R K U R O F F S H O R EP R O J E C T O V E R V I E W

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C O N T R A C T I N G S T R U C T U R E• 2 contact structure, unique for German offshore wind• GeoSea as EPCi contractor for the Balance of Plant• GE as turbine supplier• Both contractors take full weather risk• Interface mitigated through a Cooperation Agreement • 15 year full maintenance (un/scheduled) including availability guarantees

BoP Contract Turbine Supply Agreement

Wind turbine supplyFoundations Inter Array Cabling Installation & Logistics

Offshore Substation

BoP Service & Maintenance

Turbine Service & Maintenance

F I N A N C I N G M E R K U R O F F S H O R EP R O J E C T O V E R V I E W

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EQUITY 30%(EUR500m)

DEBT 70%(EUR1,150m)

KfW – EUR350m Commercial Lenders – EUR800m

50% 25% 12.5% 12.5%

F I N A N C I N G S T R U C T U R E• All financial stakeholders on board as of start construction

F I N A N C I N G M E R K U R O F F S H O R EU S E S A N D S O U R C E S

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Facilities (EUR M) Funding Risk Senior debt Standby debt

Commercial Facilities:

Commercial Term Loan Facility CL CL 789

Contingent Loan Facility CL CL 28

KfW Facility

KfW Term Loan Facility CL CL 350

KfW Contingent Loan Facility CL CL 12

Decommissioning LC Facility 53

Total 1,192 41

Uses EUR M %Construction costs 1,406 86%Base contingency 60 4%Financing costs & DSRA funding 161 10%Total 1,628 100%Standby budget 58

Sources EUR M %Equity 391 24%Pre-completion revenues 98 6%Senior debt 1,139 70%Total 1,628 100%Standby equity 17 30%Standby debt 41 70%

F I N A N C I N G M E R K U R O F F S H O R EC R I T I C A L S U C C E S S F A C T O R S

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T O TA L R E D E S I G N B A S E D O N P R I M A R Y F I N A N C I N G R E Q U I R E M E N T S• Swift and successful project re-design (no MEG 1 legacy), including all-new contractors, advisors and

equity investors• Approach aligned with equity partnering and debt raising processes and strategy• Dual contracting structure, lowering of risk profile and enabling financial investors to get

comfortable with the minimised construction risks• Strong governance structure from the outset

R E A L I S T I C A N D E F F I C I E N T F I N A N C I N G P R O C E S S• Targeted equity approach, including a pre-defined and agreed highly orchestrated process, allowing

for the equity raising within 4 months of finalizing business case• Agreement on governance structure at early stage, with equity documentation negotiated in parallel• Well-structured financing package and unique negotiating process enabling a record breaking 4

months from debt launch to close

F I N A N C I N G M E R K U R O F F S H O R ET I M E L I N E S

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April 2015: Amscap appointedfinancial advisor, establishmentgovernance structure, appointproject advisors, agree contracting/ financing strategy and timelines

April – June: turbine selection andcontracting, hire project team and buildbusiness case

July – August: prepare businesscase, draft Equity InformationMemorandum, preparemarketing material, shortlistpotential investors

September: send outinitial materials, obtainNBO’s, short listinvestors

October – December: detailed duediligence with short listed investors

January 2016: select finalequity consortium

February: finalise equity terms(equity term sheet, commercialterms SPA, governance) andequity close

March: align sponsor consortium onproject and debt terms, preparedebt package

April: bank launch

April – May: lenders duediligence

End May: lenderscredit approval andbank selection,appointment MLAs

June – July: debtdocumentationnegotiations

Financial Close

2015

Apr Jun Jul Sep Dec

2016

May NovOctAug

Jan Apr May JulMar AugJunFeb

Q U E S T I O N S

NIEUWE PRINSENGRACHT 25-1 / 1018 EE AMSTERDAM / THE NETHERLANDS / www.amscap.eu