Singapore, January 24, 2017 -- Moody's Investors Service has assigned a provisional (P)Ba3 rating to
the proposed 5-year USD senior secured notes of Neerg Energy Ltd.
The outlook on the rating is stable.
The provisional status of the rating will be removed upon completion of
the transaction on satisfactory terms.
Neerg will use the proceeds from the USD notes to subscribe to Masala
bonds issued by seven restricted companies (the restricted group),
which are wholly-owned/majority-owned by Renew Power Ventures
Private Limited (RPVPL, unrated). Holders of the USD notes
will benefit from a first ranking charge over the Masala bonds,
thereby establishing a linkage between the credit profile of Neerg and
that of the restricted group.
The proceeds from the Masala bonds will be used to refinance the existing
debt of the restricted subsidiaries.
Neerg is held by a trust and its ownership is not linked to RPVPL or its
subsidiaries. Neerg will not undertake any other business activity
other than investing in the proposed Masala bonds.
The restricted companies are: Renew Solar Energy (Karnataka) Pvt
Ltd, Renew Solar Energy (TN) Pvt Ltd, Renew Wind Energy (Karnataka)
Pvt Ltd, Renew Wind Energy (MP Two) Pvt Ltd, Renew Wind Energy
(Rajkot) Pvt Ltd, Renew Wind Energy (Shivpur) Pvt Ltd and Renew
Wind Energy (Welturi) Pvt Ltd. All seven companies are unrated.
RATINGS RATIONALE
"The (P)Ba3 rating of the notes is closely linked to the credit quality
of the restricted group, which benefits from its portfolio diversification
across five states with different wind/solar resources and distinct regimes
in India," says Abhishek Tyagi, a Moody's Vice President
and Senior Analyst.
This diversification helps mitigate the risk of its exposure to seasonal
variations in the availability of wind and solar resources, as well
as the offtakers' weak financial profiles.
"The (P)Ba3 rating is also supported by the experienced management
team and strong financial sponsors, which have infused equity at
the RPVPL level over the last five years," Tyagi adds.
"On the other hand, the (P)Ba3 rating factors in the short operating
track record of most of the group's projects and the aggressive
growth plans of RPVPL," adds Tyagi.
Moody's expects the restricted group to have high financial leverage,
with FFO interest coverage at 1.5x-1.6x and funds
from operations (FFO) to debt at 6.0%-6.5%
over the next 12-24 months. These levels are in line with
a Ba3 rating.
The restricted group is also exposed to limited operating risks,
as its long-term equipment warranties for solar panels and wind
turbines, limited term performance guarantees, and operating
and maintenance contracts as per standard industry practice mitigate the
technology and operational risks of its projects
Further, as the restricted group companies are wholly or majority
owned by RPVPL, Moody's believes that there is a close relationship
between the credit profile of the issuer and that of RPVPL. As
such, any marked deterioration in RPVPL's credit profile could
impact the rating of the senior secured bonds.
However, the terms of the proposed Masala bonds, which serve
as a security to the USD notes, include restrictions on the restricted
group's leverage and on the upstreaming of dividends and other types
of payments to its parent and affiliates. These terms help mitigate
concerns over potential material cash leakages to the parent.
In addition, Moody's expects the parent will show a strong
commitment to avoiding a material deterioration in the restricted group's
credit profile, given its importance to the parent.
The rating also takes into account the hedging arrangement provided by
Neerg, which includes a full hedge for the coupon with no currency
risk and a call spread for the principal amount which protects Neerg against
USD-INR exchange rate movements up to a defined level, as
well as a redemption premium for the Masala bonds to provide additional
buffer.
The USD notes will be secured by a first priority charge over the Masala
bonds, cash account of Neerg and by the pledging of Neerg's
shares. The Masala bonds in turn will be secured by the moveable
and immovable assets of the restricted group , as well as by majority
share pledges and by rights under project documents. The Masala
bonds will be guaranteed by each of the Masala bond issuers and through
a guarantee provided by RPVPL. The parent guarantee will be released
upon combined leverage ratio falling below 5.5x.
The stable outlook reflects Moody's expectation of stable cash flows
from long-term Power Purchase Agreements over the next few years
and the absence of construction risk for the portfolio of assets in the
restricted group. These factors should support the ability of the
restricted group to maintain financial metrics within the tolerance levels
of its (P) Ba3 ratings category.
Upward pressure on the notes' rating is unlikely over the next 12-18
months, based on the company's business profile and financial strategy.
The ratings could be upgraded over time if the restricted group maintains
FFO to debt and FFO interest coverage above 12% and 2.1x,
respectively, on a sustained basis.
The rating could come under pressure if FFO/debt declines below 4%-5%
on a sustained basis for the restricted group. Additionally,
the rating could face downward pressure if there is a material change
in the restricted group's growth plans and financial strategy,
leading to reduced financial flexibility within its (P)Ba3 rating.
The principal methodology used in this rating was Power Generation Projects
published in December 2012. Please see the Rating Methodologies
page on www.moodys.com for a copy of this methodology.
Neerg Energy Ltd is a held by a trust, and was incorporated in Mauritius
in January 2017. Neerg is the issuer for the proposed USD notes.
Neerg will use the proceeds from the USD notes to subscribe to Masala
bonds issued by seven restricted companies (the restricted group),
which are wholly-owned/majority-owned by Renew Power Ventures
Private Limited (RPVPL, unrated). The 7 subsidiaries have
a capacity of 504 MW of wind and solar power plants in India, of
which 471.5 MW is operational and 31.5 MW is to be commissioned
by March 2017.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides certain regulatory disclosures in relation
to the credit rating action on the support provider and in relation to
each particular credit rating action for securities that derive their
credit ratings from the support provider's credit rating.
For provisional ratings, this announcement provides certain regulatory
disclosures in relation to the provisional rating assigned, and
in relation to a definitive rating that may be assigned subsequent to
the final issuance of the debt, in each case where the transaction
structure and terms have not changed prior to the assignment of the definitive
rating in a manner that would have affected the rating. For further
information please see the ratings tab on the issuer/entity page for the
respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this credit rating action,
and whose ratings may change as a result of this credit rating action,
the associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Abhishek Tyagi
Vice President - Senior Analyst
Project & Infrastructure Finance
Moody's Investors Service Singapore Pte. Ltd.
50 Raffles Place #23-06
Singapore Land Tower
Singapore 48623
Singapore
JOURNALISTS: (852) 3758 -1350
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Terry Fanous
MD-Public Proj & Infstr Fin
Project & Infrastructure Finance
JOURNALISTS: (852) 3758 -1350
SUBSCRIBERS: (852) 3551-3077
Releasing Office:
Moody's Investors Service Singapore Pte. Ltd.
50 Raffles Place #23-06
Singapore Land Tower
Singapore 48623
Singapore
JOURNALISTS: (852) 3758 -1350
SUBSCRIBERS: (852) 3551-3077