Press Release Renew Power Private Limited
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Press Release Renew Power Private Limited June 1, 2021 Ratings Amount Facilities Rating1 Rating Action (Rs. crore) Long Term Bank Facilities - - Withdrawn@ 0.00 Total Bank Facilities CARE A+ (CWD) (Single A Plus) Non Convertible Debentures 250.00 (Under Credit watch Assigned with Developing Implications ) 250.00 Total Long Term Instruments (Rs. Two Hundred Fifty Crore Only) Details of instruments/facilities in Annexure-1 @CARE has withdrawn the rating assigned to the Bank facilities of Renew Power Private Limited with immediate effect, as the company has repaid the term loan earlier outstanding at Rs. 330 crores in full and there is no amount outstanding under the loan as on date. CARE has placed the ratings assigned to the instrument of Renew Power Private Limited (RPPL) on ‘Credit watch with developing implications’ on account of Renew Power Private Limited (RPPL) entering into a definitive business combination agreement with RMG Acquisition Corporation II (RMG II) along with fully committed private placement of common stock which is expected to be anchored by marquee institutional investors. The combined transaction would lead to anticipated gross proceeds of around USD 1.2 billion (~Rs.8711 crore) out of which anticipated net proceeds in RPPL are expected to be around USD 610 million (~Rs.4428 crore) which shall be utilised partially to pay down debt and partially as growth capital. However, the exact details of the usage of USD 610 million are still not available. The said transaction would likely provide partial exit to some of the existing investors. Completion of the transaction is subject to closing conditions, including approval from the Competition Commission of India (CCI) and of the stockholders of RMG II. Upon closing of the transaction, the combined entity would be listed on the NASDAQ. The transaction is expected to close by Q3CY22 (refers to the period July-2021 to September-2021), subject to approval by RMG shareholders and other customary closing conditions, including the proxy statement/prospectus being declared effective by the Securities and Exchange Commission (SEC). CARE would continue to monitor the developments and would take a view on the credit rating when the exact implications of the above are conclusive and clear. The ratings assigned to the instrument of Renew Power Private Limited (RPPL) take into account the company’s experienced and resourceful promoters with single largest equity stake held by the Goldman Sachs group (48.62%) along with other key reputed investors including Canada Pension Plan Investment Board (CPPIB; 16.22% stake), Abu Dhabi Investment Authority (ADIA; 15.92% stake) and Jera Power (9.06% stake) and GEF SACEF (3.26% stake), its demonstrated track record of raising significant amounts of equity capital at regular intervals, its experienced and qualified management with a proven track record of successfully setting up and operating wind and solar power projects in India, the company’s position as one of the largest player in the renewable power segment in India with a diversified project portfolio with commissioned capacity of 5.70 GW as on April 2021 having satisfactory operational performance (barring FY21 wherein all wind projects generation levels have been negatively impacted owing to lower wind availability pan-India). The ratings also derive comfort from the long-term revenue visibility arising out of long-term power purchase agreements (PPAs) for operational capacity of the group under various subsidiaries, around 37% of commissioned capacity selling power to stronger off-takers and comfortable liquidity profile at both standalone and consolidated levels. The company has strategy to maintain adequate liquidity specifically to meet any contingencies in its operational projects. The ratings are, however, constrained by counterparty credit risks with around 63% of operational capacity tied up under long- term PPAs with various state utilities having relatively moderate to weak financial profile, ongoing regulatory uncertainty for Andhra Pradesh based projects (around 14% of aggregate operational capacity), refinancing risk in the near to medium term pertaining to the corporate bonds, various NCDs and bank facilities issued at RPPL and SPV levels, short-to-medium track-record 1Complete definition of the ratings assigned are available at www.careratings.com and other CARE publications 1 CARE Ratings Limited Press Release of operations of a significant portion of the operational capacity, regulatory and policy risk, interest rate fluctuation risk and dependence on climatic conditions for power generation. The ratings are also tempered by RPPL’s significant expansion plans which include sizeable under construction/implementation capacity, group’s decision to foray into other allied power businesses including solar module manufacturing, wind turbine manufacturing, distribution etc. leading to sizeable capital requirement as well as exposure to inherent project implementation and stabilization risks. Some of the risks related to installation of solar and wind capacity are mitigated by the satisfactory track record of raising funds by RPPL, and relatively short execution cycle of setting up renewable energy projects. However, some of the under-construction pipeline include storage part also which shall implement additional component of batteries which has very limited track record in India so far. Progress of new ventures would remain a key rating monitorable. Rating Sensitivities Positive Factors - Factors that could lead to positive rating action/upgrade: Significant improvement in capital structure of the company leading to overall gearing ratio of less than 3.0x at consolidated levels via either through fresh equity infusion and/or partial reduction of debt. Improvement in receivable cycle at a consolidated level with debtor cycle less than 180 days on sustainable basis. Negative Factors- Factors that could lead to negative rating action/downgrade: Significantly lower than envisaged CUF/PLF levels for various operational projects on consolidated level leading to deterioration in debt coverage indicators. Any adverse outcome on PPA renegotiation taken up by the Andhra Pradesh Government including significant reduction in contracted tariff and/or unilateral cancellation of PPAs by AP Discom. Delay or inability of the company in timely refinancing of NCDs and bonds. Inability or delay in equity raising as envisaged for meeting requirements of under-implementation projects Deterioration in capital structure of the company leading to increase in overall gearing ratio above 4x. Any change in philosophy of the group of maintaining unencumbered cash at the group level at any point of time and change in philosophy of the group for supporting project SPVs. Detailed description of the key rating drivers Key Rating Strengths Experienced and resourceful promoters, majority shareholding held by strong investors: RPPL is engaged in renewable power generation business, mainly through its wholly-owned/majority-owned SPVs. Mr. Sumant Sinha, Founder & CEO of RPPL is well-qualified and has more than two decades of experience in leadership roles across various organizations. The Goldman Sachs group, through its investment arm, GS Wyvern Holdings Limited (GSH), has been making significant equity investment in RPPL since FY12 and is the single largest shareholder. Subsequently, other reputed investors such as Asian Development Bank (ADB), South Asia Clean Energy Fund (SACEF), Abu Dhabi Investment Authority (ADIA, through its arm Green Rock A 2014 Ltd), JERA Power and Canada Pension Plan Investment Board (CPPIB) have made significant investments and also GSH has participated in further rounds of equity fund raising by the company. In March 2018, CPPIB invested USD 391 million (Rs.2545 crore) making it the second largest shareholder of RPPL after GSH. One of the largest players in the renewable power segment in India with well-diversified portfolio: The company has expanded its capacity significantly to become one of the largest renewable energy company in India. As on April 2021, RPPL has operational capacity of around 5.70 GW (63% - Wind, 37% - Solar), all of which have tied up under PPA ranging from 10 years to 25 years. Recently, the group successfully monetized 300 MW of solar operational asset located in the state of Karnataka. In addition, the company has around 4.06 GW of power projects under implementation or in various stages of planning. Post commissioning of currently under implementation capacity of ~4.06 GW, RPPL will have an operational capacity of around ~9.8 GW (53% - Wind, 47% - Solar) over a period of next 1-2 years. Also, in terms of location of the operational projects, the company is diversified with strong presence across 8 states. Also, the company is providing power to a diversified set of off-takers including various state discoms having moderate to weak financial risk profile, though the risk is mitigated to an extent from diversification with no single off-taker having more than 14% share in operational capacity as on April 2021. Further, post commissioning of the entire 4.06 GW pipeline, exposure towards state PPAs is expected to decrease significantly as under construction projects largely have SECI as counterparty. Successful track record of commissioning and operating projects in India, wind projects impacted in FY21 owing to low wind availability: Despite a rapid scale up of capacity, the company has been able to complete majority of the projects in