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

Transcription

1 For Immediate Release October 31, 2017 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 Representative Director and President Inquiries: Shuji Nakamura Chief Financial Officer Financial Planning Department TEL: Notice Concerning the Completion of s and Execution of Interest Rate Swap Agreements Canadian Solar Infrastructure Fund, Inc. (the CSIF ) hereby announces that it has completed the borrowings of funds (total borrowings of 17,740 million, the s ) and the execution of interest rate swap agreements (the Swaps ) related to a part of the s on this day, as follows. I. The s 1. Reasons for the s The s will be used to fund a part of the solar energy projects as described as the anticipated solar energy projects to be acquired in Part 2. Fund Information, I. Overview of the Fund, 2. Investment Policy, (2) Targets for Investment, (iii) Outline of Anticipated Acquisitions of the Securities Registration Statement submitted on September 22, 2017 (the Acquired Projects ) and other related costs. ) CSIF has acquired all Acquired Projects as of this day. Please refer to the press release, Notice Concerning the Completion of Domestic Projects Acquisition, published today for more information of the acquisition.

2 2. Details of the s Type 1) Lenders Total Amount Interest Rate 4) 5) 6) 7) Drawdown Date Method Repayment Date 8) Repay ment Method 9) Securit y / Guaran tee 11) Syndicate of lenders arranged by Shinsei Bank, Limited as Long -term bookrunner and arranger, Mizuho Bank, Ltd. and Sumitomo Mitsui Banking Corporation as arrangers (the borrowing in this 15,700 million Base rate plus 0.45% October 31, 2017 based on individual term loan agreements entered into on October 20, 2017 with the lenders stated in The corresponding date at 10 years from the drawdown date Balloon 10) Unsecu red, unguar anteed column is referred to the left column herein as the Term Loan.) 2) Syndicate of lenders arranged by Shinsei Long -term Bank, Limited as bookrunner and arranger, Mizuho Bank, Ltd. and Sumitomo Mitsui Banking Corporation as arrangers (the borrowing in this column is referred to herein as the 2,040 million Base rate plus 0.20% October 31, 2017 based on individual term loan agreements entered into on October 20, 2017 with the lenders stated in the left column The earlier date of (i) June 30, 2019 or (ii) the first interest payment date after the consumption tax refund date Bullet Unsecu red, unguar anteed Consumption Tax Loan.) 3)

3 1) Long-term refers to borrowings that have a period of over a year from the drawdown date to the repayment date. 2) Syndicate of lenders consists of Shinsei Bank, Limited, Sumitomo Mitsui Banking Corporation, Mizuho Bank, Ltd., Bank of Tokyo-Mitsubishi UFJ, Ltd., Resona Bank, Limited, Orix Bank Corporation, Hiroshima Bank, Ltd., Nanto Bank, Ltd., Oita Bank, Ltd., Shonai Bank, Ltd., Mie Bank, Ltd. and Tochigi Bank, Ltd. 3) Syndicate of lenders consists of Shinsei Bank, Limited, Sumitomo Mitsui Banking Corporation and Mizuho Bank, Ltd. 4) Finance related costs paid to the lenders are not included. 5) 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 ( 6) The first interest payment date will be due on December 29, 2017 and subsequent interest payment dates will be due on the last day of June and December every year (if an interest payment 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 last repayment date. 7) The first interest calculation period will be from October 31, 2017 to December 28, 2017 and the corresponding base rate for this period is %. 8) If the Repayment Date is not a business day, then the repayment will be made on the immediately succeeding business day; provided, however, that if such repayment day falls into the following month, then the repayment will be made on the immediately preceding business day. 9) CSIF can make an early repayment of all or part of our borrowings subject to certain conditions, such as prior written notice to the relevant lenders. 10) CSIF intends to enter into balloon amortization loans, which has an initial principal repayment date of June 30, 2018, and subsequent principal repayment dates will be the last day of June and December (if a principal repayment date is not a business day, then the payment will be made on the immediately

4 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 will be repaid as a balloon payment on the repayment date. 11) The loan agreements contain restrictive financial covenants to be applied on each settlement date of CSIF, such as the total amount of interest-bearing liabilities to the total asset value (LTV), debt-to equity ratio and debt service coverage ratios as indicators to determine the ability 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. II. Swaps 1. Reasons for entering into the Swaps In order to fix interest rate payments and hedge against the risk of rising interest rates for the full amount of the Term Loan. 2. Details of the Swaps (1) Swap 1 Counterparty : Shinsei Bank, Limited Notional Principal : 7,850 million 1) Interest Rate : Fixed interest rate 0.845% 2) Receivable floating interest rate JBA 6 month JPY TIBOR % (JBA 2 month JPY TIBOR % for the first interest payment) Commencement Date : October 31, 2017 Termination Date : October 31, ) Interest Payment Date : The last day of June and December every year 3) (The first interest payment date will be December 29, 2017 and the last interest payment date will be the termination date.) (2) Swap 2 Counterparty : Sumitomo Mitsui Banking Corporation Notional Principal : 7,850 million 1) Interest Rate : Fixed interest rate 0.845% 2) Receivable floating interest rate JBA 6 month JPY TIBOR % (JBA 2 month JPY TIBOR % for the first interest payment) Commencement Date : October 31, 2017 Termination Date : October 29, )

5 Interest Payment Date : The last day of June and December every year 3) (The first interest payment date will be December 29, 2017 and the last interest payment date will be the termination date.) 1) Each of the notional principal amount for Swap1 and Swap 2 stated above is as of the commencement date of the interest rate swap agreements and each of the notional principal amount 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 Swap1 and Swap 2 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 0.845% 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 payment 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 scheduled outlay date of the proceeds procured on the 1. Total amount of the proceeds procured on the 17,740 million in total 2. Specific purpose of use Funds from the Term Loan ( 15,700 million) will be used to fund a part of the acquisition cost of the Acquired Projects and other related costs. Funds from Consumption Tax Loan ( 2,040 million) will be used to fund a part of the consumption tax on the acquisition price of Acquired Projects and other related costs. 3. Scheduled outlay date October 31, 2017 IV. Status of balance of borrowings and other interest-bearing debt after the s (Units: million) Before the s After the s Increase / Decrease Short-term borrowings ) Long-term borrowings ) - 17,740 17,740 Total borrowings - 17,740 17,740 Investment Corporation Bonds Total borrowings and - 17,740 17,740

6 Investment Corporation Bonds Other interest-bearing debt Total interest-bearing debt - 17,740 17,740 ) Short-term borrowings are borrowings with maturity periods of one year or less and long-term borrowings are borrowings with maturity periods of more than one year. V. Additional Items Necessary for Appropriate Understanding and Judgments by Investors about the Information Contained Herein For the risks concerning repayment of the s, 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 September 22, 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: