Notice Concerning the Completion of Borrowings and Execution of Interest Rate Swap Agreement

Transcription

1 September 6, 2018 For Immediate Release Investment Corporation Canadian Solar Infrastructure Fund, Inc. Representative: Yoshihisa Otake Executive Officer (Securities Code: 9284) Asset Manager Canadian Solar Asset Management K.K. Representative: Yoshihisa Otake CEO, CFO & Representative Director Inquiries: Takako Ishiyama Finance Manager Financial Planning Department TEL: Notice Concerning the Completion of Borrowings and Execution of Interest Rate Swap Agreement Canadian Solar Infrastructure Fund, Inc. ( CSIF ) hereby announces that it has completed the borrowings of funds (total borrowings of 8,850 million, the Borrowings ) and the execution of interest rate swap agreements (the Swaps ) related to a part of the Borrowings today, as follows. I. The Borrowings 1. Reasons for the Borrowings The Borrowings will be used to fund part of the acquisition cost for the three solar energy projects as described in Notice Concerning Domestic Project Acquisitions and Leasing released on August 14, 2018 (the Acquired Projects ), other related costs and the payment of consumption tax on related costs. ) CSIF has completed acquisition of the Acquired Projects as of today. Please refer to the press release, Notice Concerning the Completion of Domestic Projects Acquisitions, published today for more information on the acquisition. 2. Details of the Borrowings Type 1) Lenders Borrowing Amount Interest Rate 2) Drawdown Date Borrowing Method Maturity Date Repay ment Method 3) Securit y / Guaran tee 4) 1

2 Long -term Long -term Syndicate of lenders including The Nanto Bank, Ltd. arranged Borrowing by Shinsei Bank, based on Limited and The Base individual term Sumitomo Mitsui corresponding 8,000 rate plus Septemb loan agreements Balloon Banking Corporation date at 10 million 0.45% er 6, entered into on as arrangers, MUFG years from the 5) 6) 2018 August 30, ) Bank, Ltd. as a drawdown 7) with the lenders co-arranger (the date stated in the left borrowing in this column column is referred to herein as the Term Loan.) Syndicate of lenders arranged by Shinsei Bank, Limited and Borrowing The earlier Sumitomo Mitsui based on date of (i) Banking Corporation individual term June 30, 2020 arranger, MUFG Base 850mil Septemb loan agreements or (ii) the first Bank, Ltd. as a rate plus lion er 6, entered into on interest Bullet co-arranger (the 0.20% 8) 2018 August 30, 2018 payment date borrowing in this 9) with the lenders after the column is referred to stated in the left consumption herein as the Bridge column tax refund date Loan for Consumption Tax Payment.) 1) Long-term refers to borrowings that have a period of over one year from the drawdown date to the maturity date. 2) Finance-related costs paid to the lenders are not included. 3) CSIF can make an early repayment during the period from the drawdown date to the maturity date of all or part of our borrowings subject to certain conditions, such as prior written notice to the relevant lenders. 4) CSIF expects the loan agreements contain restrictive financial covenants, as a condition of the Borrowings, to be applied on each settlement date of CSIF, such as the total amount of interest-bearing liabilities to the total asset value, debt-to equity ratio and debt service coverage ratios as indicators to determine the ability Unsecu red, unguar anteed Unsecu red, unguar anteed 2

3 of CSIF to repay the loan. Breaches of such covenants for 2 successive fiscal periods or an occurrence of an acceleration event could result in being required to grant security interests in favor of the lenders. 5) The first principal repayment date will be December 31, 2018, and subsequent principal repayment dates will be the last days of June and December (if a principal repayment date is not a business day, then the payment will be made on the immediately succeeding business day; provided, however, that if such payment day falls into the following month, then the payment will be made on the immediately preceding business day) and the remaining principal on the Maturity Date will be repaid in a single instalment (balloon amortization). The rate of capital redemption planned on December 31, 2018 is 2.418% of each the Anticipated Borrowing Amount if the loan takes the Balloon Payment method. 6) The applicable base rate for each interest calculation period (being 6 months, excluding the first and last interest period) for the calculation of the interest payable on the interest payment date will be the 6 month Japanese yen TIBOR (Tokyo Interbank Offered Rate) announced by the General Incorporated Association JBA (Japanese Bankers Association) TIBOR Administration on the 2nd business day prior to the Drawdown Date for the first interest calculation period and on the 2nd business day prior to the beginning of each relevant interest calculation period thereafter. The applicable base rate will be revised for each interest period. However, if a corresponding base rate is not available for an interest calculation period, the base rate will be calculated using the method agreed in the relevant loan agreement. Fluctuations in JBA s TIBOR can be checked at the General Incorporated Association JBA TIBOR Administration s website ( 7) The interest rate for the full amount of the Term Loan will be effectively fixed at 1.042% with the execution of the interest rate swap agreements. For the details of the interest rate swap agreements, please see the II. Swaps below. 8) Bridge Loan for Consumption Tax Payment is used to pay consumption tax, and it is to be repaid by the tax refund. 9) The applicable base rate for each interest calculation period (being 1 months, excluding the first and last interest period) for the calculation of the interest payable on the interest payment date will be the 1 month Japanese yen TIBOR (Tokyo Interbank Offered Rate) announced by the General Incorporated Association JBA (Japanese Bankers Association) TIBOR Administration on the 2nd business day prior to the Drawdown Date for the first interest calculation period and on the 2nd business day prior to the beginning of each relevant interest calculation period thereafter. The applicable base rate will be revised for each interest period. However, if a corresponding base rate is not available for an interest calculation period, the base rate will be calculated using the method agreed in the relevant loan agreement. Fluctuations in JBA s TIBOR can be checked at the General Incorporated Association JBA TIBOR Administration s website ( II. Swaps 3

4 1. Reasons for entering into the Swaps In order to fix interest rate payments and hedge against the risk of fluctuating interest rates for the full amount of the Term Loan. 2. Details of the Swaps (1) Swap 1 Counterparty : Shinsei Bank, Limited Notional Principal : 3,000 million 1) Interest Rate : Fixed interest rate 1.042% 2) Receivable floating interest rate JBA 6 month JPY TIBOR % (JBA 3 month JPY TIBOR % for the last interest payment) Commencement Date : September 6, 2018 Termination Date : September 6, ) Interest Payment Date : The last day of June and December every year 3) (The first interest payment date will be the last day of December, 2018 and the last interest payment date will be the termination date.) (2) Swap 2 Counterparty : Sumitomo Mitsui Banking Corporation Notional Principal : 3,000 million 1) Interest Rate : Fixed interest rate 1.042% 2) Receivable floating interest rate JBA 6 month JPY TIBOR % (JBA 3 month JPY TIBOR % for the last interest payment) Commencement Date : September 6, 2018 Termination Date : September 6, ) Interest Payment Date : The last day of June and December every year 3) (The first interest payment date will be the last day of December, 2018 and the last interest payment date will be the termination date.) (3) Swap 3 Counterparty : MUFG Bank, Ltd. Notional Principal : 2,000 million 1) Interest Rate : Fixed interest rate 1.042% 2) Receivable floating interest rate JBA 6 month JPY TIBOR % (JBA 3 month JPY TIBOR % for the last interest payment) Commencement Date : September 6, 2018 Termination Date : September 6, ) Interest Payment Date : The last day of June and December every year 3) 4

5 (The first interest payment date will be the last day of December, 2018 and the last interest payment date will be the termination date.) 1) Each of the notional principal amounts for Swap 1, Swap 2 and Swap 3 stated above is as of the commencement date of the interest rate swap agreements, and each of the notional principal amounts for each relevant interest payment date will be the initial notional principal amount less the total amortization of notional principal up until each relevant interest payment date. The total amount deducted from the notional principal amounts for Swap 1, Swap 2 and Swap 3 will match the Term Loan principal repayment amount. 2) The interest rate for the full amount of the Term Loan will be effectively fixed at 1.042% with the execution of the interest rate swap agreements. 3) If a payment date is not a business day, then the payment will be made on the immediately succeeding business day; provided, however, that if such day falls into the following month, then the payment will be made on the immediately preceding business day. III. Total amount, purpose of use and outlay date of the proceeds procured on the Borrowings 1. Total amount of the proceeds procured on the Borrowings 8,850 million in total 2. Specific purpose of use The Borrowings ( 8,000 million) will be used to fund part of the acquisition cost of the Acquired Projects and other related costs. The Bridge Loan for Consumption Tax Payment ( 850 million) will be used to fund consumption tax on the acquisition of the Acquired Projects and other related costs. 3. Outlay date September 6, 2018 IV. Status of balance of borrowings and other interest-bearing debt after the Borrowings Before the Borrowings (As of June 30, 2018) After the Borrowings (Units: million) Increase / Decrease Short-term borrowings 1) 2,883 2,883 - Long-term borrowings 1) 15,219 24,069 8,850 Total borrowings 18,103 26,953 8,850 Investment Corporation Bonds Total borrowings and Investment Corporation Bonds 18,103 26,953 8,850 5

6 Other interest-bearing debt Total interest-bearing debt 18,103 26,953 8,850 1) Short-term borrowings are borrowings that have a period of one year or less from the drawdown date to the maturity date and long-term borrowings are borrowings that have a period of over one year from the drawdown date to the maturity date. 2) Figures above are rounded-down to the nearest unit. V. Additional Items Necessary for Appropriate Understanding and Judgments by Investors about the Information Contained Herein For the risks concerning repayment of the Borrowings, etc., there is no change to the Part 2. Fund Information, I. Overview of the Fund, 3. Investment Risks stated in the Securities Registration Statement submitted on August 14, End * Distribution of this material: This material is distributed to Kabuto Club (a media correspondents club at the Tokyo Stock Exchange, Inc.), the press club at the Ministry of Land, Infrastructure, Transport and Tourism and the press club for construction trade newspapers at the Ministry of Land, Infrastructure, Transport and Tourism. * URL of the CSIF: 6