Fitch Ratings has assigned a 'BB' rating to Inversiones Latin America Power Limitada's (ILAP, the issuer) USD264.3 million take-back senior secured notes due in 2033.

The notes are supported by cash flows from two windfarms, San Juan, S.A. (San Juan) and Norvind, S.A. (Totoral). The Rating Outlook is Stable.

RATING RATIONALE

The rating for ILAP's portfolio of two windfarms in Chile, San Juan (81% of total generation capacity) and Totoral (19%), reflects its mostly contracted position with distribution companies (DisCos) through regulated, fixed-priced, long-term power purchase agreements (PPAs) and short-term bilateral PPAs through 2033. The transaction is exposed to profitability erosion risk due to varying prices between the energy injection node and the DisCo withdrawal node, which Fitch expects to be mitigated over the medium term by transmission network expansions. There is also some reliance on the monetization of the price stabilization (PEC I and PEC II) receivables, the most relevant of which is expected to be received during 2024.

The projects' most relevant counterparties are either investment grade or DisCos under regulated PPAs, which benefit from protective regulatory step-in provisions. Together, both farms have a P50 and one- year P90 difference of 13%, indicating moderate wind resource variability, and have performed at around P50 in most years. The windfarms have some curtailment risk, which Fitch expects to persist going forward. Both farms have presented an adequate operating track record and benefit from long-term, fixed-price service and availability agreements with Vestas Chile, guaranteed by Vestas Wind Systems A/S, which is considered an experienced O&M contractor.

The overall debt structure is flexible, with payment-in-kind (PIK) interest in the first 24 months and a cash sweep in excess of USD15 million in lieu of an amortization schedule. There is also some subordination in the structure, as the cash sweep is allocated first to the payment of super priority notes (SPN), although the exposure is limited due to the negligible amount of the SPN compared to the rated debt.

Under Fitch's rating case, minimum loan life coverage ratio (LLCR) is 1.23x, which is consistent with the assigned rating. In Fitch scenarios, the debt is repaid within its final maturity.

KEY RATING DRIVERS

Robust O&M Agreement Provides Comfort (Operation Risk - Midrange)

Vestas Chile, which is supported by a guarantee of its parent company, Vestas Wind Systems A/S, is a provider of equipment and O&M contracts and has a long and proven track record with the plants' technology. The plants benefit from a comprehensive service and availability agreement (SAA) with fixed and defined costs, including scheduled and unscheduled maintenance covering the majority of the life of the debt.

The SAAs also provide minimum availability guarantees of 97% for both windfarms since 2021 and of 98% for San Juan starting in 2022. The transaction will be exposed to re-contracting risk once the agreement with Totoral expires in 2029, which could lead to increases in costs or lower availability guarantees.

Adequate Track Record (Revenue Risk - Volume: Midrange)

Both farms benefit from a resource forecast that considers operating history, with a longer track record considered for the smaller windfarm, Totoral, having started operations on 2010. Both farms have P90/P50 differentials of 13%, indicating moderate wind resource variability. San Juan has a shorter operating track record and has been exposed to wake effect due to the construction of neighboring windfarms.

Although wake effect remains a risk for this plant, losses have been conservatively estimated by the project's independent engineer (IE), included in the resource forecast utilized by Fitch. Both plants are also exposed to some curtailment risk, which is expected to continue as additional renewables incorporate themselves into the system

Exposure to Adverse Market Dynamics (Revenue Risk - Price: Weaker)

Although the majority of revenues (around 90%) are contracted through long-term, inflation-linked, fixed-priced PPAs, price stabilization policies prevalent in Chile have prevented the project of capturing the full price contracted in their regulated PPAs. Additionally, price exposure mainly originates from the differential between injection node and withdrawal node. The company earns the injection price where the plants are located, north of Santiago, and pays the withdrawal price for most of its PPAs in Central Chile, where the majority of the energy demand is located. The withdrawal price has been generally higher due to the concentration of energy demand, but Fitch expects increased geographic distribution of renewable penetration to partially offset the differential.

Flexible Structure (Debt Structure - Midrange)

The debt has the possibility of capitalizing interest in the first two years, and it has flexibility on the principal payment obligation until maturity date. Instead of an amortization schedule, there is a cash sweep mechanism in excess of a minimum cash balance, which goes toward prepayment of the notes after the superiority notes have been paid in full. The transaction benefits from an adequate covenant and security package but lacks a debt service reserve account (DSRA).

Financial Profile

Under Fitch's base case, which represents expected financial performance under normal operating conditions, minimum LLCR is 1.36x and the debt is repaid four years before maturity. Fitch's rating case represents a downside scenario and includes stresses on injection node prices, operational expenses, and the tariff stabilization mechanism for regulated PPAs, among other factors. Under Fitch's rating case, minimum LLCR is 1.23x, consistent with the assigned rating, and the debt is repaid three years before maturity.

Breakevens demonstrate that the financial profile should be resilient against a variety of stresses including generation, increasing basis risk between injection and withdrawal node prices, and increasing operating expenses, which supports the current rating level.

PEER GROUP

Fitch considers other wind energy generation projects in the region as peers for this project, such as Energia Eolica S.A. (Inka), rated 'BBB-'/Stable, with a rating case DSCR minimum of 1.27x and an average of 1.32x under Fitch's rating case. Parque Eolico Tres Hermanas, S.A.C. is also rated 'BBB-'/Positive, with a rating case DSCR minimum of 1.41x and an average of 1.53x. Like ILAP, these projects also have a large proportion of revenues originating from contracted energy sales. However, when compared to these investment-grade peers, ILAP has lower metrics and is exposed to other risks such as basis risk, exposure to DisCo demand and working capital pressure from tariff stabilization receivables, which justifies its lower rating.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade

Monetization of PEC II receivables does not happen before the end of 2024;

Decoupling costs at or above an annual average of around USD 13 per MWh;

Delays in the publication of the tariff decree that will end the regulated PPA price stabilization beyond the end of 2024;

Net energy generation, after curtailment, consistently below 460 GWh in total for both wind farms.

Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade

The decoupling costs remain close to zero, yielding a minimum LLCR forecast of around 1.3x;

Ability to timely monetize current and future tariff stabilization receivables.

TRANSACTION SUMMARY

In June 2021, ILAP issued USD 403.9 million in partially amortizing senior secured notes. A deterioration of ILAP's financial profile resulting from spot price volatility, the extension of the electricity tariff stabilization mechanism, and the continued delay in the implementation of a monetization facility, impaired the project's payment capacity, leading to the default of the notes in July 2023 and ILAP's Chapter 11 filing on Nov. 30, 2023.

On Jan. 12, 2024, ILAP successfully emerged from its Chapter 11 restructuring following the confirmation of its plan of reorganization by the corresponding court approval. Under this plan, ILAP and its creditors exchanged more than USD430 million of the defaulted senior debt projects for approximately USD264 million of take-back senior secured notes and approximately USD165 million in new convertible notes of ILAP's direct parent entity. In addition, certain noteholders provided ILAP with approximately USD14 million in exit financing in the form of super priority senior secured notes. The take-back and super priority notes are principally secured by a first priority security interest in all assets, the material project documents and the project accounts.

The transaction consists of the holding company, ILAP, which issued all of the transaction debt and receives upstreamed cash flows in the form of shareholder loan payments from the project companies and guarantors, San Juan, S.A. and Norvind, S.A. San Juan, S.A. owns and operates the San Juan windfarm in Vallenar, within the Atacama region in Chile, with an installed capacity of 193.2 MW that consists of 56 Vestas V117-3.45MW wind turbine generators. This windfarm reached commercial operations in March 2017. Norvind, S.A. owns and operates the Totoral windfarm in Canela, within the Coquimbo region in Chile, with an installed capacity of 46 MW that consists of 23 Vestas V90-2.0MW wind turbine generators. This windfarm reached commercial operations in January 2010.

FINANCIAL ANALYSIS

Fitch's base case reflects the agency's view of long-term sustainable performance. Fitch's base case assumes P50 generation with an additional production haircut of 3% to account for forecast uncertainty and potential wake losses. Curtailment and availability are assumed at 5% and 96%, respectively for San Juan and 4% and 95% for Totoral. U.S. inflation is assumed at 2.8% for 2024, 2.5% for 2025 and 2.0% from 2026 onwards. Chile's inflation is assumed at 3.6% in 2024 and 3.0% from 2025 onwards.

Spot price projections are assumed at an average of real USD 44/MWh for 2024-2033, with the assumption of no decoupling between withdrawal and injection prices. For the regulated PPAs, Fitch assumed that during 1H2024 a discount of 15% over the regulated PPA prices will still be applied, until the decree with the updated tariffs is published by June. Inflows from stabilized tariff receivables were assumed at around USD20 million in 2024, USD6 million in 2025, and USD5 million in both 2026 and 2027. The operational cost profile assumed is in line with the sponsor's original assumptions given the long-term, full-scope SAA.

We also considered only five additional years of useful life beyond the expiration of the Vestas contracts, for a total of 25 years of useful life for each asset. However, to reflect our view that operating costs may increase after the typical 20-year useful life of a wind asset, Fitch stressed the SAA costs by 5% after year 20 of operation.

Fitch's rating case reflects a reasonably likely combination of uncorrelated stresses that could occur in any given year but which are not expected to persist. The rating case assumes P90 generation and the same generation haircut, curtailment, availability and inflation as the base case. Withdrawal spot prices are assumed at an average of USD 33/MWh for 2024-2033 with an average decoupling with respect to injection prices of USD 6/MWh in 2024-2030 and zero thereafter. For the regulated PPA prices, a discount of 15% in the full year of 2024 is assumed, accounting for a delay in the publication of the updated tariffs, while inflows from stabilized tariff receivables were assumed at around USD9 million in 2024, USD13 million in 2025, and USD5 million in both 2026 and 2027. The rating case also assumes a 7.5% stress on operating expenses, excluding SAA costs, which are stressed by 12.5% after year 20 of operation.

Under Fitch's base case, minimum LLCR is 1.36x, while under the rating case, this metric erodes to a minimum of 1.23x.

Fitch also ran break-even analyses to evaluate the project's financial resilience to extreme stresses. These analyses indicated, under Fitch's base case conditions, that the project could withstand a maximum increase on the differentials between its withdrawal and injection node prices to an average of USD 39/MWh during 2024-2030 before defaulting. This is considered a strong margin to protect against periods of congestion in comparison to historical behavior. The transaction also shows solid resiliency against stresses on generation, and costs.

SECURITY

This debt will be principally secured by a first priority security interest in all assets, the material project documents and the project accounts.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.

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