Date Closed

December 14, 2012

Lead Office

Toronto

Value

1.10 Billion CAD

On December 14, 2012, GDF SUEZ Canada Inc. (“GDF SUEZ”) closed the final in a series of transactions involving its Canadian portfolio of renewable generation assets. The Canadian portfolio is comprised of seven operating wind facilities and five other wind and solar projects, of which four are under construction and one is in advanced development. The operating wind facilities represent 363 MW of installed capacity located in Ontario, New Brunswick and Prince Edward Island. The remaining wind and solar projects represent 317 MW of installed capacity with expected commercial operation dates ranging from Q1 2013 to Q2 2014 and are located in Ontario and British Columbia.  On a fully constructed basis, the Canadian Portfolio will represent 12 facilities (ten wind and two solar) with 680 MW of installed capacity.

Debt Financing
GDF SUEZ secured a landmark C$1.1 billion of multi-sourced project finance for its Canadian renewable power generation portfolio. This was achieved via three separate debt financings, each of which was focused on one of three separate groups of projects in the portfolio. Project finance was provided by The Manufacturers Life Insurance Company, the Japan Bank of International Cooperation (“JBIC”) and a syndicate of Japanese commercial banks led by Bank of Tokyo-Mitsubishi UFJ, Ltd.

Financing 1: Project finance was provided by The Manufacturers Life Insurance Company for the following operational projects located in Prince Edward Island and Ontario: (i) Norway 9 megawatt wind-powered generating facility (ii) West Cape 99 megawatt wind-powered generating facility, and (iii) Plateau I, II and III, 27 megawatt wind-powered generating facility.

Financing 2: Project finance was provided by The Manufacturers Life Insurance Company for the following operational projects: (i) Caribou 99 megawatt wind-powered generating facility located in New Brunswick, and (ii) East Lake St. Clair 99 megawatt wind-powered generating facility located in Ontario.

Financing 3: Project finance was provided by JBIC (as Lender) and a syndicate of Japanese commercial banks including Bank of Tokyo-Mitsubishi UFJ, Ltd. (as Coordinating Lead Arranger, Mandated Lead Arranger and Administrative Agent), Bank of Tokyo-Mitsubishi UFJ (Canada) (as Lender), Mizuho Corporate Bank, Ltd. (as Mandated Lead Arranger and Lender), Sumitomo Mitsui Banking Corporation of Canada (as Mandated Lead Arranger and Lender). Union Bank N.A. was appointed as Collateral Agent.

This financing included the following construction-phase projects located in Ontario and British Columbia: (i) Brockville 10 megawatt solar photovoltaic generating facility, (ii) Beckwith 10 megawatt solar photovoltaic generating facility, (iii) Erieau 99 megawatt wind-powered generating facility, (iv) Cape Scott I 99 megawatt wind-powered generating facility, and (v) Cape Scott II 50.4 megawatt wind-powered generating facility.

Reorganization
The assets included in the Canadian portfolio have their origin in GDF SUEZ’s 2007 acquisition of Ventus Energy Inc. and the 2011 combination with International Power Canada, Inc.  The reorganization consolidated ownership of the Canadian portfolio in a new entity, C2C Power LP (“C2C Power”) and separated the portfolio from other generation and development assets that were retained by GDF SUEZ.  In order to facilitate the portfolio financings, the reorganization also included the creation of three intermediate holding partnerships as subsidiaries of C2C Power.

McCarthy Tétrault LLP represented the lenders, with a team led by Stephen Furlan.