REG - Ecofin US Renewables - Proposal for Disposal of Whirlwind

Ecofin US Renewables Infrastructure TrustAnnouncement

31/10/2025 10:45

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RNS Number : 7107F  Ecofin US Renewables Infrastr.Trust  31 October 2025

Ecofin U.S. Renewables Infrastructure Trust PLC

31 October 2025

For immediate release.

 

This announcement contains information that is inside information for the
purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the "Market Abuse Regulation").

 

Ecofin U.S. Renewables Infrastructure Trust PLC (the "Company")

Proposal for Disposal of Whirlwind

 

The Board of the Company is pleased to announce that it has signed a letter of
intent, (the "Proposal") for the sale of Whirlwind, a 59.8 MW wind project in
Texas (the "Project") and granted the potential buyer an exclusivity period of
60 days. The Proposal is subject to open items of due diligence being resolved
to the satisfaction of the buyer (the "Buyer") and the negotiation of
definitive legal documentation.

The total consideration payable to RNEW Capital, LLC (an indirect wholly-owned
subsidiary of the Company) (the Seller) would consist of:

·      US$12.0 million at closing (the "Closing Payment"), plus

·      an "Escrow Holdback" of US$11.0 million, which will be placed
into an interest-bearing escrow account at Closing (the "Escrow"). The escrow
serves as a security for the resolution of the interconnection stability
curtailment issue (the "Stability Issue") which is limiting the Project's
operational capacity. The Escrow Holdback is sized assuming the current 32.2MW
of curtailment at an initial value of $341,615 per MW of curtailed capacity
("Initial Escrow Value").

Full Release: All escrowed funds are released to the Seller upon the full
lifting of the Project's operational curtailment and Project can operate
consistently at full nameplate capacity, confirming the resolution of the
Stability Issue. If the Stability Issue is resolved prior to the Closing Date,
there will be no Escrow Holdback.

Partial Release: If there is a partial lifting of the Project's operational
curtailment then escrow funds proportional to the MWs of curtailment lifted
multiplied by the Remaining Value as per the schedule in Exhibit A (below)
will be released from Escrow to the Seller.

Monthly Reduction: Beginning Jan 1(st), 2026 and on the 1(st)  of every
successive month, funds will be forfeited from Escrow to the Buyer for every
MW still under curtailment, compensating for the reduced asset value. The
monthly reduction amount forfeited from Escrow to Buyer will be equal to the
Monthly Reduction Rate shown in the Exhibit A below multiplied by the MWs
under curtailment at that time. For example, if on March 1(st) the curtailment
is 10MW, then $131,990 ($13,199/MW x 10MW) will be forfeited from Escrow to
Buyer.

Final Deadline: Any remaining Escrow balance is forfeited to Buyer if the
Stability Issue is not resolved by December 1(st), 2026.

 

 

plus

·      a "Repowering Earnout" of up to US$7.0 million :  $269,230 shall
be payable for each eligible unit that is repowered and placed in service by
December 31(st), 2027, provided such unit qualifies for the Production Tax
Credit ("PTC"). Based on the 26 qualifying units in the Project, the total
Repowering Earnout is up to $7,000,000.

The Company expects to execute definitive agreements on the Proposal by the
end of 2025, with closing expected to take place within 10 business days of
finalizing such definitive agreements.  There can be no certainty that
definitive agreements in respect of the Proposal will be entered into.

The Company's carrying value of the Project in the Half Yearly Financial
results to 30 June 2025 was $29.9m.

Marathon Capital Markets, LLC is acting as financial adviser to the Company in
connection with the Proposal.

 Enquiries

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

 Brett Miller

 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.

The person responsible for arranging for the release of this announcement on
behalf of the Company is Jenny Thompson of Apex Listed Companies Services (UK)
Limited.

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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