Related Parents
Related Issuers
by Chris Reich
Jan 08, 2026 5:55 AM ET
Dhafrah PV2 Energy Company LLC (DHAENE) exp A3/A (s/s) US$870.75m (no grow) 144A/Reg S 26.5y sr secured green bonds. Final Maturity: 6/30/53 (5-year tail to end of PPA). Repayment / Average Life: Semi-annual payments starting 30 June 2026. Expected WAL of around 17.0 years. BNP/HSBC (B&D) as JGCs. CACIB/MUFG/StanChart/SMBC as JBRs. UOP: Prepayment of all existing senior debt facilities; Payment of residual amounts under the EPC agreements; Payment of transaction costs. Pricing 1/8. Settle 1/15 (T+5). IPTs: CT20+130 area.
OTHER:
Security Package | Bondholders share in project security pari passu with working capital facility Security taken over all of the material assets of Plant. Onshore – (UAE law) and offshore – (English law) |
Listing | ISM |
Rule 144A CUSIP / ISIN / | 25241MAA5 / US25241MAA53 / 311640852 |
Reg. S ISIN / | XS3092022444 / 309202244 |
Governing Law | Bonds and Indenture – New York; Collateral and Intercreditor Agreement and Accounts Agreement – England and Wales; Security – England and Wales and the Emirate of Abu Dhabi and the Federal Laws (as the case may be) |
Use of Proceeds | Prepayment of all existing senior debt facilities Payment of residual amounts under the EPC agreements Payment of transaction costs |
DSCR Requirements | Event of Default = 1.05x (12-month historical); Distribution Lockup = 1.10x (12-month historical and P90 forward looking) |
Reserve Accounts | DSRA Required Balance: equal to the scheduled debt service during the 6 month period succeeding a repayment date (excluding working capital facility) |
Key Covenants | No additional indebtedness permitted (save for Permitted Indebtedness which includes the Senior Debt, funds provided by Shareholders in the form of Shareholder Loans and trade indebtedness in the aggregate amount of USD 5M, subordinated debt subject to provisions of the Indenture and the Collateral and Intercreditor Agreement, indebtedness incurred in connection with any Capital Cost Payment Rebates, and any other financial indebtedness in the aggregate amount of USD 5M) Make-Whole at the Treasury Rate plus 50bps for optional redemption and compensation and termination of the PPA Mandatory redemption offer (at par) upon occurrence of certain events relating to asset sales and insurance proceeds 101% put option for investors if Government of Abu Dhabi ceases to indirectly control more than 50% of issuer Emirate of Abu Dhabi sovereign support for certain termination payments relating to the PPA |
Share Transfer Restrictions | No transfer by international shareholders prior to end of initial O&M period (April 2026) No transfer by international shareholders below 10.2% total ownership before the fifth anniversary of PCOD No transfer by international shareholders beyond this date unless either to an investor with gross production capacity of at least 250 MW or international shareholders remain above 10.2% |