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Stoneway Capital Corporation and Mezzanine Lenders Amend the Terms of New Notes and the Restructuring Support Agreement Entered into with Ad Hoc Group of Noteholders to Effect the Restructuring of Existing Notes

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TORONTO, Nov. 20, 2020 /PRNewswire/ — Stoneway Capital Corporation (“Stoneway,” and together with its subsidiaries and parent entities, the “Company“) and an ad hoc group of note holders (the “Consenting Holders“) holding a substantial majority of 10.000% Senior Secured Notes due 2027 (the “Existing Notes“) issued by Stoneway have agreed to certain amendments to the previously disclosed restructuring support agreement, dated as of September 21, 2020 (together with the Restructuring Term Sheet included as an exhibit thereto, the “Existing Restructuring Support Agreement“), including with respect to certain of the proposed terms of the Company’s new notes (the “New Notes“) to be issued in connection with the Company’s proposed restructuring transaction (the “Transaction“) (such proposed amendments, the “Amended Terms“).  The Company intends to issue a supplement (the “Second Circular Supplement“) to its Management Information Circular dated October 13, 2020 (as supplemented on November 2, 2020, the “Circular“) in respect of the Amended Terms.  The Transaction is to be implemented pursuant to the Company’s previously disclosed plan of arrangement dated October 14, 2020 (as amended on November 2, 2020 and as further amended by the Amended Terms, the “Plan“). 

As previously announced in its October 8, 2020 news release, the Company obtained an interim order (the “Interim Order“) from the Ontario Superior Court of Justice (Commercial List), authorizing among other things, the holding of a meeting (the “Noteholders’ Meeting“) of holders (the “Noteholders“) of the Company’s Existing Notes to consider and vote on the Plan under the Canada Business Corporations Act (the “CBCA“) to implement the Transaction.

The Restructuring Support Agreement

The terms and conditions of the Existing Restructuring Support Agreement have been amended by the Amended Terms pursuant to an amendment agreement (the “Restructuring Support Agreement Amendment“), including the following changes:

  • The Voting Deadline, Plan Approval Date and Expiration Date (each, as defined in the Existing Restructuring Support Agreement), and certain other agreed milestones in connection with implementation of the Transaction, have been modified as follows:
    • Voting Deadline: November 27, 2020 (from November 12, 2020)
    • Plan Approval Date: December 3, 2020 (from November 19, 2020)
    • Expiration Date: January 7, 2021 (from December 24, 2020) or, if the Majority Members waive certain conditions relating to the appeal of the final order from the Ontario Superior Court of Justice (Commercial List) by no later than December 14, 2020, then the Expiration Date is December 18, 2020 (from November 30, 2020).
  • Certain conditions precedent under the heading “Conditions Precedent” in the Restructuring Term Sheet shall be required to be satisfied or consummated on the Restructuring Effective Date rather than the Voting Deadline, including (i) receipt of executed copies in respect of certain shareholder arrangements; (ii) delivery of certain certifications by directors of Stoneway and its subsidiaries; (iii) consummation of the restructuring of certain local revolving credit facilities at the subsidiary level; and (iv) delivery of a draft term sheet (or range of terms) with respect to an EPC Contract between the Company and Siemens.

Description of New Notes

The description of the terms of the New Notes have been amended (the “Amended Description of Notes“), including, in particular, as follows:

  • Stoneway and its guarantors are now required to report periodically in respect of certain governmental approvals and to add certain qualifiers and remediation obligations with respect to provisions relating to governmental approvals;
  • certain changes to the milestones and other provisions relating to the Approved EPC Contract; and
  • certain changes with respect to contracts with qualified operators.

The Second Circular Supplement will contain a complete description of the amendments described herein and amend certain statements made in the Circular in order to conform the Circular with the Restructuring Support Agreement Amendment and the Amended Description of Notes . 

In the meantime, (i) a revised copy of the Summary of Restructuring Support Agreement and Summary of the Term Sheet (reflecting the Restructuring Support Agreement Amendment) and (ii) a copy of the Amended Description of Notes is available on Stoneway’s website through the Investors section at https://www.stonewaycap.com/investor-relations/.

Changes to the Meeting and Voting

The Noteholders’ Meeting in respect of the Plan is now scheduled to be held on December 1, 2020, virtually via live audio webcast, available online using the Zoom meeting platform. Registration must be completed prior to attending the Noteholders’ Meeting at https://zoom.us/webinar/register/WN_DIhCT6TBTRuvys5rgBf3ag. Pursuant to the Interim Order, the Noteholders’ Meeting is scheduled to begin at 10:00 a.m. (Toronto time).

The deadline for the Noteholders to submit their proxies or voting instructions in order to vote on the Plan and other items to be considered at the Noteholders’ Meeting is 5:00 p.m. (Toronto time) on November 27, 2020 (the “New Voting Instructions Deadline“).

Banks, brokers or other intermediaries (each, an “Intermediary“) that hold the Existing Notes on a Noteholder’s behalf may have internal deadlines that require Noteholders to submit their votes by an earlier date in advance of the New Voting Instructions Deadline, as applicable, and may have internal requirements for the submission of voting instructions.  Noteholders are encouraged to contact their Intermediaries directly to confirm any such internal deadline or voting instruction requirements.

Any questions or requests for further information regarding voting at the Noteholders’ Meeting should be directed to Kingsdale Advisors at 1-888-327-0825 or 416-867-2272, or by email at [email protected]. 

About Stoneway

The Company’s principal business is the construction, ownership and operation of power generation facilities located in Argentina. 

For further information, please contact: 

David Mack, Director

(212) 856-9700 (x06)

410 Park Avenue, Suite 900

New York, NY 10022

Juan I. Sánchez Alcázar, Chief Restructuring Officer

Av. Del Libertador 498, 15th floor

Buenos Aires (C1001ABR)

Argentina

FORWARD LOOKING STATEMENTS: Certain information contained in this press release may contain forward looking statements within the meaning of applicable securities laws. The use of any of the words “continue”, “plan”, “propose”, “would”, “will”, “believe”, “expect”, “position”, “anticipate”, “improve”, “enhance” and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this document contains forward-looking statements concerning: key terms of the Transaction;  the expected process and timing for implementing the Transaction; the holding and timing of, and matters to be considered at, the Noteholders’ Meeting as well as with respect to voting at the Noteholders’ Meeting; the deadlines for submitting proxies and voting instructions; the scheduling of the Noteholders’ Meeting; and the matters to be considered at and voted on the Noteholders’ Meeting; the relief to be sought in by the Company in its proceedings under the CBCA (the “CBCA Proceedings“) in respect of the Plan; the completion of the Transaction, including with respect to obtaining any necessary approvals and satisfying any conditions and the expected timing thereof; the public posting of materials and information related to the Transaction; and the effect of the Transaction.

Forward-looking statements necessarily involve risks, including, without limitation, risks associated with the ability of the Company to implement the Transaction on the terms described in this press release and in previous announcements, the ability of Stoneway to receive all necessary court, third party and stakeholder approvals in order to complete the Transaction; the matters to be considered and voted on at the Noteholders’ Meeting; the ability of the Company to operate in the ordinary course during the CBCA Proceedings, including with respect to satisfying obligations to service providers, suppliers, contractors and employees; the ability of the Company to continue as a going concern; the ability of the Company to continue to realize its assets and discharge its liabilities and commitments; the Company’s future liquidity position and access to capital to fund ongoing operations and obligations (including debt obligations); and the ability of the Company to stabilize its business and financial condition.

Although the Company bases its forward-looking statements on assumptions believed to be reasonable when made, they are not guarantees of future performance and actual results of operations, financial condition and liquidity, and developments in the industry in which the Company operates, may differ materially from any such information and statements in this news release. Other unknown or unpredictable factors also could harm the Company’s future results. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as at the date hereof. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by law.

SOURCE Stoneway Capital Corporation

Related Links

https://www.stonewaycap.com

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Energy

Solar BOS provider Shoals Technologies announces IPO

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Shoals Technologies Group is planning an initial public offering (IPO) of 50 million shares of its Class A common stock.

The Tennessee-based company, whose balance-of-systems (BOS) solutions are deployed on over 20 GW of solar energy systems globally, has launched a presentation roadshow for potential investors.

In an announcement, Shoals explained it will be offering 10.5 million shares, while a parent entity controlled by funds managed by Oaktree Capital Management LP will offer 39.5 million of the shares. The parent entity also intends to grant the underwriters a 30-day option to purchase up to an additional 7.5 million shares.

According to Shoals, the IPO price is expected to be between $19.00 and $21.00 per share. The company intends to list its Class A common stock on the Nasdaq Global Market under the symbol “SHLS.”

Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running managers and representatives of the underwriters for the offering. Guggenheim Securities and UBS Investment Bank are also acting as joint book-running managers, and Morgan Stanley, Barclays, and Credit Suisse are acting as book-runners. Cowen and Oppenheimer & Co. Inc. are acting as co-managers.

During an interview with pv magazine in late 2020, Shoals Founder and CEO Dean Solon highlighted the company’s achievements and the solar industry’s strong performance, saying “the short version is that it’s been a damned good year.”

Shoals joins a growing list of solar product providers going public, including the IPO of tracker builder Array Technologies last year.

The full Shoals IPO announcement is available here.

This content is protected by copyright and may not be reused. If you want to cooperate with us and would like to reuse some of our content, please contact: editors@pv-magazine.com.

Source: https://pv-magazine-usa.com/2021/01/19/solar-bos-provider-shoals-technologies-announces-ipo/

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Energy

Major solar EPC firm Blattner explores strategic sale or merger

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The company installed more than 400 utility-scale wind and solar projects across the United States and Canada.

Blattner Co., a major engineering, procurement, and construction (EPC) provider in the North American renewables market, has announced it is exploring “strategic options,” including a sale or merger.

Founded in 1907, Blattner has created over 50 GW of renewable energy, installed more than 400 utility-scale wind and solar systems across the United States and Canada, and secured a current project pipeline totaling nearly 9.8 GW of wind, solar, and energy storage.

The company’s Blattner Energy unit was crowned the top U.S. solar EPC of 2016 by IHS Markit. The parent company also owns D.H. Blattner and Sons Inc., which is focused on the western United States.

In the announcement, Blattner said it is seeking a “transformational transaction” that will further strengthen the organization’s market position and contribute to long-term success for employees and customers.

“Our industry is on the cusp of significant evolution, and this is an opportunity to accelerate our organization with additional scale and resources,” said Scott Blattner, company president.

The company noted it will be exploring a range of potential partnerships within and outside of the renewable energy industry. The EPC has engaged investment banking firm J.P. Morgan as its exclusive financial advisor.

“We’re seeking a partner that appreciates and values our business model, culture, and the success that our teams have built,” said Blattner. “Equally important, we want an organization that’s a leader in their respective market and can provide the support and resources that will allow us to continue expanding and improving with new technology and innovation.”

This content is protected by copyright and may not be reused. If you want to cooperate with us and would like to reuse some of our content, please contact: editors@pv-magazine.com.

Source: https://pv-magazine-usa.com/2021/01/19/major-solar-epc-firm-blattner-explores-strategic-sale-or-merger/

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Energy

Duke Energy North Carolina survived and thrived in 2020, with record-setting solar

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An unpredictable year saw the utility add 5,500 residential and commercial solar systems in North Carolina, contract for the largest floating solar system in the Southeast, and add three major players to the company’s Green Source Advantage program.

Despite all of the factors that made 2020 the year it was, Duke Energy reports that it was a record-breaking year for the company in North Carolina, with roughly 5,500 residential and commercial customers in the state installing solar systems last year.

The company attributes a significant portion of this installation figure to its five-year, $62 million rooftop solar rebate program.

Residential customers who are approved for rebates will get a $0.60/W credit for their installed solar system, up to 10 kW or $6,000, while businesses are eligible for a $0.50/W credit and nonprofits are eligible for $0.75/W. These nonresidential projects cap out at 100 kW of installed capacity, meaning a maximum credit of $50,000 for businesses and $75,000 for nonprofits.

In the company’s own solar pursuits, Duke connected nearly 350 MW of solar capacity in North Carolina last year, headlined by the 69 MW Maiden Creek solar facility in Catawba County and the 25 MW Gaston County solar facility in Bessemer City.

While not as substantial in the capacity department, Duke also came to an agreement with the U.S. Army’s Fort Bragg to install a 1.1 MW floating solar system on Camp Mackall’s Big Muddy Lake, as part of a $36 million energy services effort.

These capacity additions helped Duke to reach the milestone of having more than 3.7 GW of solar capacity connected to its energy grid in North Carolina. The company also reached its goal of owning and contracting for 8 GW of wind, solar, and biomass generation around the nation, a goal which has since been doubled to 16 GW by 2025.

2020 was also a milestone year for Duke’s Green Source Advantage (GSA) program, which allows large-scale customers to offset power purchases by securing renewable energy from projects connected to the Duke Energy grid. In 2020, the utility came to terms with the City of Charlotte, Bank of America, and Duke University on GSA contracts.

Charlotte’s agreement is for a 35 MW installation, set to be built within the city. Bank of America agreed to a 25 MW project in the Piedmont region, and Duke University came to terms on a 101 MW deal from three solar facilities in the state.

This content is protected by copyright and may not be reused. If you want to cooperate with us and would like to reuse some of our content, please contact: editors@pv-magazine.com.

Source: https://pv-magazine-usa.com/2021/01/19/duke-energy-north-carolina-survived-and-thrived-in-2020-with-record-setting-solar/

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Energy

RFP alert: Three Pennsylvania utilities seeking solar energy credits

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Search RFP

Parent company FirstEnergy Corp. has issued a request for proposals (RFP) to purchase 137,000 solar photovoltaic alternative energy credits (SPAECs) annually over a two-year period on behalf of three FirstEnergy Pennsylvania utilities: Pennsylvania Power Co., Pennsylvania Electric Co., and Metropolitan Edison Co.

The RFP process will be conducted by The Brattle Group and will take place in January and February, with qualifying applications due by February 9 and bids due by March 3.

Bidders in this RFP can offer to sell tranches of SPAECs, where each tranche represents a commitment to sell 500 SPAECs annually over a two-year period with deliveries beginning in 2021.

Based on the RFP results, FirstEnergy’s Pennsylvania utilities will enter into separate agreement(s) with winning suppliers to purchase the necessary quantities of SPAECs.

More information about the RFP is available here.

This content is protected by copyright and may not be reused. If you want to cooperate with us and would like to reuse some of our content, please contact: editors@pv-magazine.com.

Source: https://pv-magazine-usa.com/2021/01/19/rfp-alert-three-pennsylvania-utilities-seeking-solar-energy-credits/

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