On August 18, 2025, an indirect US subsidiary of Enlight Renewable Energy Ltd. (the "Company"), entered into a Mezzanine Facilities Agreement with Bank Leumi Le-Israel B. M., as Arranger and Mezzanine Lender. The Borrower is a special purpose vehicle (the "Borrower SPV") that is indirectly wholly owned by Clenera Holdings LLC. As of the closing of the Mezzanine Facilities Agreement, the Borrower SPV indirectly holds the interest in the following solar and storage projects: Atrisco, Apex, Quail Ranch, Roadrunner, and Snowflake A. Atrisco and Apex projects are operational and generating revenue.
Quail Ranch, Roadrunner, and Snowflake A are still under construction. The proceeds from the Mezzanine Facilities are expected to support the construction of projects located in the US. In addition, the Atrisco BESS project secured an additional tax-equity domestic content adder of $53 million from a leading US-based bank, with net proceeds of $41 million.
The transaction generates a substantial net profit for the Company as detailed hereinafter. The Mezzanine Facilities Agreement will provide for $350 million of loan commitments, of which $160 million will be available immediately, and the remaining $190 million will be available upon the financial close of the senior debt for the Snowflake A project, expected to occur during the fourth quarter of 2025. The Mezzanine Facilities are structured with an amortization tenor of 19 years and are to be fully repaid by June 30, 2032 (mini-perm).
The Loans will bear interest at SOFR plus an annual margin of 2. 7% to 3. 2%. The Mezzanine Facilities Agreement also provides for optional prepayment, upon receipt of distributions resulting from increased project's leverage, following achievement of the commercial operation date milestones. The Mezzanine Facilities Agreement also contains mandatory prepayment provisions with respect to events such as dispositions of projects and upon receipt of distributions from the projects following achievement of the commercial operation date milestones and the conversion of the project-level construction financing into term financing.
The Mezzanine Facilities Agreement contains customary covenants, including covenants governing incurrence of indebtedness, incurrence of liens, payment of dividends and distributions, disposals, and investments, in each case applicable to both the Borrower SPV and its subsidiaries. The Mezzanine Facilities Agreement also contains customary events of default relating to, among other things, failure to make payments, breach of covenants, and breach of representations. The Mezzanine Facilities Agreement is secured by liens on 100% of the Borrower SPV's equity interests in its subsidiaries and assets.
The Company will provide a limited parent guarantee for an amount up to 30% of the aggregate loan commitments under the Mezzanine Facilities Agreement.
