K&L Gates Supports NBT AS and Total Eren in Reaching Financial Close on First Phase of 250 MW Syvash Wind Power Project in Ukraine

14 February 2019
London - Global law firm K&L Gates LLP advised SyvashEnergoProm LLC, a subsidiary of Oslo-based utility-scale wind power developer NBT AS, and Total Eren SA, a leading renewable energy Independent Power Producer (IPP) based in Paris (together, the “sponsors”), on the development, construction and financing of the first phase of a power generation facility and new substation for the 250 MW Syvash Wind Power Project in Kherson Oblast, southern Ukraine. The first phase of the project financing for the project reached financial close on 31 January 2019. The project represents a €380 million investment into Ukraine’s renewable energy market and will consist of the installation of 64 wind turbine generators. Once commissioned, the Syvash Wind Power Project is expected to be the largest renewable energy project in Ukraine.

Although there have been other international financings of renewable energy projects in Ukraine, the Syvash Wind Power Project is the first wind power project employing limited recourse project financing to achieve financial close in Ukraine, as well as, by some margin, the largest renewable energy project financing in Ukraine to date.

The first phase of the project financing involved the provision by the banks of an A/B loan of up to €155 million for the construction of the initial 133 MW of the wind park. The A/B loan consists of a €75 million A-loan from European Bank for Reconstruction and Development (EBRD), €75 million B-Loans jointly from Green for Growth Fund (GGF) and the Netherlands Development Finance Company (FMO), and a parallel loan of €5 million from the Nordic Environment Finance Corporation (NEFCO).

As detailed in an earlier press release, the transaction initially involved the acquisition of SyvashEnergoProm LLC, the signing of a €292 million Engineering, Procurement and Construction (EPC Contract) with Power Construction Corporation of China, Ltd. and POWERCHINA Fujian Engineering Co. Ltd., and a 15-year Warranty Service and Maintenance Agreement with Nordex Energy GmbH as service provider. Traditionally, wind farm projects of this nature are often implemented under split EPC contractual arrangements. However, the Syvash Wind Power Project stands out as one of the few wind power projects in Ukraine that benefits from a “fully wrapped” single point EPC Contract, which improved the bankability of the project.

K&L Gates acted for the sponsors as international counsel, with London special counsel Alex Blomfield having led the K&L Gates team that advised on the development, construction and financing of the project. Wood Group advised the sponsors on technical and environmental matters, Ernst & Young acted as model adviser and JP Morgan participated in the transaction.

Blomfield stated: “It has been a privilege to support NBT and Total Eren in realising this ‘first-of-a-kind’ project in Ukraine. We are excited by the further potential for renewable energy in Ukraine and unlocking new sources of finance for such projects.”

The core K&L Gates team advising the sponsors on the financing also included London partner Mayank Gupta and London associates Joshua Spry, Francis Iyayi, Peter O’Donnell and Sherry Scrivens.

“K&L Gates was retained by NBT as legal advisor at a very early stage in the project development, and the advice from their highly competent and commercially driven legal team has been a key factor in the success of this transaction,” said Joar Viken, CEO of NBT.

David Corchia, CEO of Total Eren, stated: “The Syvash Project represents a very significant investment for Total Eren in Ukraine and in Eastern Europe in general. We are delighted to reach the financial closing milestone with the lender group led by EBRD in such a short timeframe. This proves the quality of this project and of its development. I want to thank our partners and advisers on this project and look forward to further development for Total Eren in Ukraine.”

The second phase of the project is expected to reach financial close by the end of Q1 2019 and will see several development finance institutions commit additional financing to the project.

About NBT AS
NBT AS is a developer of wind farms and other renewable energy projects in emerging markets. The company was founded in 2004 and is based in Oslo, Norway. NBT has operations in Norway, China, Cyprus, Pakistan, Singapore and Ukraine. For more information, go to
www.nbtas.no.

About Total Eren S.A.
Founded in 2012 by Pâris Mouratoglou and David Corchia, Total Eren has built up a substantial and diversified portfolio of wind, solar, and hydroelectric assets representing an installed gross capacity of more than 1,500 MW in operation or under construction worldwide. Through partnerships with local developers, Total Eren is currently developing numerous energy projects in countries and regions where renewable energy represents an economically viable response to growing energy demand, such as in Asia-Pacific, Africa, and Latin America. Its objective is to achieve a global net installed capacity of more than 3 GW by 2022. On 1 December 2017, Total S.A, the major energy company, acquired an indirect 23% interest in Total Eren. For more information, go to
www.total-eren.com.

About K&L Gates
K&L Gates is a fully integrated global law firm with lawyers located across five continents. The firm represents leading multinational corporations, growth and middle-market companies, capital markets participants and entrepreneurs in every major industry group as well as public sector entities, educational institutions, philanthropic organizations and individuals. For more information about K&L Gates or its locations, practices and registrations, visit klgates.com.
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