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GREEN ENERGY you can depend on. 2. Company Profile. Focus on Renewable and Sustainable Energy since 1965Leader in innovative power generation technologiesWorld leader in the use of organic motive fluids (hydrocarbons) in power generation systemsListed on the New York Stock Exchange (ORA)Ver
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1. Monetizing Tax Benefits in
Geothermal Projects
Case Study
Paul Zavesov, Manager Business Development
October 1, 2007
2. GREEN ENERGY you can depend on 2 Company Profile Focus on Renewable and Sustainable Energy since 1965
Leader in innovative power generation technologies
World leader in the use of organic motive fluids (hydrocarbons) in power generation systems
Listed on the New York Stock Exchange (ORA)
Vertically-Integrated
Design, Engineering, Manufacturing, Supply, Installation & Operation
Flexible Business Model
Equipment only
Turnkey (EPC) power plants supply
Electricity sales
Project financing
3. GREEN ENERGY you can depend on 3 Company Profile Main Areas of Activities
4. ORMAT Tax Monetization:I. Background II. Description of ProjectsIII. Process and ConsiderationsIV. Lessons LearnedV. Conclusions
5. GREEN ENERGY you can depend on 5 I. Background Partnership Tax Structures
Government tax incentives (PTC and MACRS)
Developers tax position constraints
Ormat Business Model of Development
Initial development and construction with equity
Refinancing of completed projects
Tax Monetization as Additional Vehicle to Finance Development of Renewable Projects
Maximizing the value of qualifying projects for developers
Flexibility and (relative) freedom of operation
6. GREEN ENERGY you can depend on 6 II. Description of Projects
7. GREEN ENERGY you can depend on 7 III. Process and Considerations Preparations:
Select right advisors
Shape a working group (legal, tax, accounting, technical)
Develop a timetable and plan of due diligence
8. GREEN ENERGY you can depend on 8 III. Process and Considerations Contd Implementation Phases:
Determine a structure with the best value
Run a process to achieve the lowest cost
Close the transaction smoothly with minimum interference with operations of the projects
9. GREEN ENERGY you can depend on 9 1) Best Value Choosing the Right Structure Define your objectives:
Lowest after-tax cost of financing
Greatest certainty of closing
Lowest tax / indemnity risk
Accounting transparency
Ease of future operations
Develop a standard method of getting the projects into any analysis
Analyze each project
Set key parameters
10. GREEN ENERGY you can depend on 10 1) Best Value Choosing the Right Structure (Contd) Develop a financial model to evaluate impacts of different structures
Cashflow
Projects revenue and cost forecasts
Sensitivity analysis under different assumptions
Tax treatment
PTC based on production
Effect of MACRS
Tax impact of creating/ selling partnership interest
Partnership capital accounts
Flip structures to optimize returns
Compliance with tax partnership rules
Accounting treatment
Effect on publically released financial statements
11. GREEN ENERGY you can depend on 11 1) Best Value Choosing the Right Structure (Contd) Chosen Structure:
PAPS (Pre tax After tax Partnership Structure)
Features:
Partnership between a developer (Class A Investor) and an outside investor (Class B Investor).
Class B Investor buys its interest in the partnership from the Class A investor by making a cash payment at closing.
Tax income (loss) is allocated 99.9% to Class B Investor and 100% of distributable cash is allocated to Class A Investor until its capital account is zeroed.
After it, the cash will be allocated 100% to the Class B Investor until he reaches an agreed after-tax IRR (Flip Point)
After the Flip Point, everything is allocated 95% to Class A Investor and 5% to Class B Investor. Class A Investor has an option to buy out the Class B investor at the higher of his capital account balance or FMV.
12. GREEN ENERGY you can depend on 12 2) Lowest Cost Running a Competitive Process Prepare an information memorandum for investors
Prepare a list of potential investors
Execute confidentiality agreements with investors
Send information memorandums to investors who indicated interest in the deal
Receive bids from interested parties
Identify finalists and run a round of negotiations with each of them to determine the best and final bid
Award the transaction
Statistics:
17 potential investors
5 full bids and 3 partial investments
4 finalists
Two winners: Morgan Stanley and Lehman Brothers
13. GREEN ENERGY you can depend on 13 3) Smooth Closing Four Weeks From the Award! Detailed term sheet to shorten a documentation process
Projects information is easily accessible through an efficient online data room
Adherence to the timetable and plan of due diligence
Common and aligned objectives of the sponsor and investors
No accounting surprises due to a prep work by our audit firm
14. GREEN ENERGY you can depend on 14 Success Factors:
Knowledge and experience of our financial advisers - Capstar Partners Capital
Strong market demand for tax advantageous investments
Strong projects fundamentals (proven technology, long term PPAs, reliable geothermal resource)
Ormats reputation as an experienced developer and operator
Open and clear bidding process
IV. Lessons Learned
15. GREEN ENERGY you can depend on 15
Advantages of tax partnership structures for a developer
Ability to monetize both PTC and MACRS to finance future growth
Flexibility to optimize returns
Sharing of both operational and tax risk, no risk of default
Raising money at low after tax rates
Keeping an effective control of the projects
Advantageous accounting treatment with full consolidation
IV. Lessons Learned Contd
16. GREEN ENERGY you can depend on 16 IV. Lessons Learned Contd Shortfalls /Risks
Project must qualify for PTCs
Experienced developer/ operator
Transaction complexity and cost
Risk of tax legislation change
Partnership management issues
17. GREEN ENERGY you can depend on 17 V. Conclusions Transaction successfully concluded in six months from its start
Total of $71,800,000 raised at the first closing with additional $48,600,000 expected at the second one in 2008
New and powerful tool to finance future growth through more efficient and timely use of the PTC and MACRS
Ormats objectives in terms of price, timetable and transaction costs achieved
18. GREEN ENERGY you can depend on 18 We hope that our experience will serve other developers and will further promote development of new geothermal projects in the United States.
THANK YOU!