REG - Ecofin US Renewables - Completion of the Disposal of the DG Portfolio

Ecofin US Renewables Infrastructure TrustAnnouncement

11/03/2025 07:15

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RNS Number : 0939A  Ecofin US Renewables Infrastr.Trust  11 March 2025

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
(https://rnewfund.com) .

Marathon Capital Markets, LLC acted as financial adviser to the Company in
connection with the Disposal.

 Enquiries

 Ecofin U.S. Renewables Infrastructure Trust PLC                        via the Company Secretary

 Brett Miller

 Ecofin Advisors, LLC                                                   +1 913 981 1020

 Edward Russell

 Marathon Capital Markets, LLC (Financial Adviser)                      +1 312 989 1348

 Andrea Rosko (Director, Marketing & Communications)

 Apex Listed Companies Services (UK) Limited (Company                   +44 20 3327 9720
 Secretary)

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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