Good morning, ladies and gentlemen, welcome to this Boralex conference call. Note that all lines are in a listen-only mode. Following the presentation, we will conduct a question and answer session in which financial analysts, shareholders, and investors will be invited to ask their questions. To ask a question on today's call, you will need to press star one one on your telephone. Also note that this call is being recorded. For webcast participants, you can also ask questions during the conference, but they will be answered by email after the call. Finally, media representatives are invited to contact Boralex's advisor, external communications, Camille Laventure. Her contact information is provided at the end of the press release regarding the announcement. I would now like to turn the conference over to Stéphane Milot, Senior Director of Investor Relations for Boralex. Please go ahead.
Well, thank you. Very good morning, everyone. Welcome to Boralex's conference call about the announcement of our first wind acquisition in the US. As you probably know, we are quite excited about this transaction, and we are really happy to have this call and answer all questions you might have relating to this transaction. Joining me today on the call, Patrick Decostre, our President and Chief Executive Officer, and Bruno Guilmette, our Executive Vice President and Chief Financial Officer. As you know, during this call, we will discuss historical as well as forward-looking information. When talking about the future, there are a variety of risk factors that have been listed on our different filings with securities regulators, which can materially change our estimated results. These documents are all available for consultation at SEDAR+.
I was saying since most of the information is already included in the press release, we'll go directly to the Q&A. Operator, we can open the line and start the Q&A.
Thank you. At this time, if you wish to ask a question, please press star one one on your telephone. Please stand by while we compile the Q&A roster. Our first question comes from the line of Nelson Ng with RBC Capital Markets. Your line is now open.
Great. Thanks, good morning, everyone, and congrats on the acquisition.
Morning.
Morning, Nelson.
Morning. My first question just relates to the other 50% ownership interest of the projects. Like, are there, like, multiple parties? Are there financial investors or developers like you? Can you just give a bit of color there?
Yeah. Yeah. I think if we could. The remaining party is owned by Axium Infrastructure, which is a Montreal-based infrastructure fund, and it's a great opportunity also for us to have this partner along with us because we see each other in the development in North America specifically, and we can be clear. They really welcome our name when we during the process to say, "Hey, Boralex because they know we are a good operator," Axium Infrastructure in Montreal.
Okay, thanks. My next question is, in terms of the, I guess, merchant facilities or the, or at least the one with three years remaining as well, do you plan to partially or fully hedged any of your exposure in the future?
We don't take hedge with risk of volume. That is something which is forbidden in our risk policy in Boralex everywhere. We will look to opportunity if there is a corporate PPA or things or PPA with municipalities like we have already and but no volume risk. That's very important. I think the situation of the, of the energy crisis is also a good period to be merchant exposed, considering that it's a way to reduce the impact of inflation globally. Very closely, but within our risk policy.
Got it. One more question. In terms of your 2023 EBITDA and discretionary cash flow guidance, can you give a bit of color on what the merchant power price assumption is that you've used in your forecast?
We've used-
Yeah. Bruno.
[foreign language] Patrick?
You know, we used. I don't have the figure in mind. Maybe, Bruno, you have it. Just. We have to go through analysis of the market, and we have worked with Aurora, which is a very well-known company, based in Texas for some years now, with a great model of the system. We have also other information for Milo in New Mexico. I think the risk is, the remaining risk is not important today, and there's actually more, you know, long-term. We have taken also the scenario with the highest obviously because we don't, we think it's good then it's prudent.
We can get back to you on the 2023 price that we used.
Yeah.
Nelson.
Okay, thanks. Just one quick follow-up. In terms of the project with the three-year PPA term, like, do you expect the EBITDA contribution from that project to, like, increase, remain flat, or decrease post PPA expiration?
Not sure. Could you just repeat the question, Nelson? I'm not sure we got it right.
Okay. Yeah. There's Longhorn, the PPA expiration is in about three years. I was just wondering if you have a view of whether the EBITDA contribution from that 1 project will increase or decrease or remain relatively flat once it hits merchant.
Bruno, do you have the answer to this question?
No, I'm looking at, I think we'll get back to you on this one as well. For this specific asset, yeah.
Yeah.
Okay. Sure thing. Thanks. That's all for me.
Good.
Thank you, Nelson.
Thanks.
Thank you. Our next question comes from the line of Sean Stewart with TD Securities. Your line is now open.
Thank you. Good morning. Couple of follow-up questions. Can you give us the approximate split in the 2023 EBITDA guidance between the contracted and merchant assets?
Don't have the [inaudible].?
Nope.
Okay. I guess once tax equity is out in two to three years, would you consider adding leverage to any of these assets at that point?
Yeah. We'll look at, we'll look at adding leverage in the early part of the year. We'll look whether it makes sense. We've looked at it during the acquisition, decided not to put leverage early on. We'll review that position. From a financing perspective, we're fine with the resources we have on the balance sheet. We'll review the situation early in the year to see if it makes sense to add some leverage. We don't want to over-leverage given that they already have tax equity investors involved in these assets.
Okay. Understood.
It would be back leverage or in the structure that we'd look at it if we are to add leverage.
Final question, just on the pro forma liquidity position for the company. You had a really good cushion before this deal. This uses up a little bit of the available liquidity. Can you speak to the comfort in your overall capital structure flexibility with respect to further growth ambitions that the company has?
We're still quite well capitalized. Our assessment is that we're fine for a good part of 2023 with the known growth assets and construction that we have to do. If there's additional M&A opportunities that are not foreseen at this time, we'll see. Right now, for a good part of 2023, we're still well capitalized and we're getting good cash flows from our operations.
All right. Okay, thanks very much. That's all I have.
Thank you.
Thank you. Our next question comes from the line of Nicholas Boychuk with Cormark Securities. Your line is now open.
Thanks. Good morning. Coming back to the tax equity, I was wondering if you guys could please give a little bit more color on how close we are to reaching that flipping point, and what that could potentially imply for the remaining PTCs over the life of the asset.
Yeah. Flipping points vary. We have six different tax investors. They vary over a number of years. I'm not allowed to go into details given the agreements we have in place with those tax equity investors. Well, essentially, they vary between 25 and up to 33, I believe. There's different different flipping points and different constructions in those. Overall, the value it represents is, just looking for that number, is $237 million, the remaining amount invested by tax equity investors overall, $237 million USD.
Okay. Thank you. Moving to the PPAs, can you share any additional color, Bruno, on the fixed price aspect, the busbar and the hub price? Are they indexed to inflation? Is there any additional upside you could see in those contracted assets?
The additional upside for us on, in those assets is certainly in continuing to improve the situation, running them in line with our standards once we take over. Certainly, the size of this transaction is important in the overall mix. It increases our presence in the US significantly. We believe it's based on different discussions we've had with different market participants, including on the financing side, we believe that size is important for us in the US. It's a growth market that we've said in our strategic plan is important.
Getting that critical size, this acquisition certainly helps us get to a critical size in the US. It will help on the cost of financing. It will help on different aspects of procurement overall. We've looked at it as giving us synergies in different parts of the company as well.
Okay. You mentioned the operations of these assets. That was gonna be my follow-up. Have you already identified any near-term improvements, either in asset changes or repowering that you might wanna do near term to enhance the assets?
Patrick?
Yeah. Sorry. It's, since it's a buyback design, we have gone through, quite, in-depth due diligence and there is [inaudible]
Yes.
There is also some optimization that have been identified in terms of maintenance, the way we share risk or not with OEM. All this is on the table and will be looked by our team. On a longer term, for sure there is some commercial optimization, and also some potential repowerings when they will, that will be possible and some is possible. We have all this on the table.
Excellent. Thank you, gentlemen, and happy holidays.
Thanks a lot.
Thank you.
If I may add a point, regarding the tax equity partner, that $237 mentioned by Bruno is for 100% of the business. You also have to take into consideration that the net present value of PTC is around $185 million. If you were to look like at what this exposure there, it's $52 million if you deduct the PTC that will be used to reimburse a part of the tax equity partner. Just want to mention that to make sure that we let go with mixing up 100% numbers with 50% numbers. Thank you.
Thank you. Our next question comes from Rupert Merer with National Bank Financial. Your line is now open.
Good morning. It's Luca filling in for Rupert. How are you?
Good. You?
Good. I'd like to know if the numbers you provided take into account any congestion that you expect in those two markets?
Patrick, you want-
Yeah, we have to make all the study of on one side, market price and congestion. This is taken into account in our just here, and Stéphane will be certainly able to provide things. Yes, the answer is yes, we have looked to all the potential impacts. We have also potential strategy. We're thinking that congestion is something that could be more temporary when it goes up in transport, transmission, local demand. There are a lot of potential local demand that can be developed, but we have that part into account. That could be an upside if there is congestion than expected.
Good. Thank you. In your estimates, what percentage of, let's say like the LTA production that you would expect could be discount caused by congestion?
Yeah. There is on some assets, there is congestion risk. We have taken that into account in our long-term evaluation. It means also that we will look to try to optimize this, offer some value from that. This is not taken into account in the valuation we have today.
Okay. Fair enough. Thank you. How do your forecasted numbers compare to historical numbers that were achieved by these assets?
I would say they are totally in line because we have taken the existing figures. This is assets which [inaudible] have taken into account the wind resource and we have checked the losses and we have evaluate what can be achievable like we do in any acquisition. We have taken into account the historical. We have made operational evaluation of the asset. It's not just ex ante production evaluation, it's ex post with some years of operation. It's more present. The uncertainty is smaller than an ex ante evaluation.
Okay, good. Your spot price assumptions are fairly in line with like historical spot prices we've seen in ERCOT and SPP.
Yeah. I'm speaking here about volume, about production.
I guess I'm more referring to free cash and EBIT.
Okay. For the price themselves, there are some contracted assets and there are some short contracted, three years, and then merchant assets. These assets we have made like typically Aurora, but others too, to crosscheck the different way of the different curve and evaluation of the future, and we have taken a prudent view of that and put that in our model.
Okay. Thank you. I guess the last word from me, on the Longhorns, to the up settled PPA- 1, would you be able to provide details as to which hub you'll be settling into? Is it the south hub? Also, is there or are you considering adding any basis hedge on that PPA? I understand you don't have any fixed volume, contractual fixed volume on the PPA, but any basis hedge that you either have or are looking to add onto the asset?
No. I think...
We'll get back to you on this, on this question.
Yeah. Yes.
Okay. Thank you very much. I'll leave it there.
Thank you.
Thank you.
Thank you. As a reminder, to ask a question at this time, please press star one one on your touchtone telephone. Our next question comes from Naji Baydoun with iA Capital Markets. Your line is now open.
Good morning and congrats on the transaction. Just wanted to start off with a clarifying question. The acquisition won't be consolidated, correct, on your financial statements and the EBITDA and the AFFO contributions are on a net basis. Is that correct?
That's correct.
Okay.
Well, it's correct. It will not be consolidated.
Okay. Okay, perfect.
Well, I mean, I'm speaking sort of 80%. There's a far chance that we might find a way, but our assessment so far is that it will not be consolidated. Just to be precise.
Okay. Got it. That's very clear. Can you just maybe talk about your expected return on this investment compared to maybe, your sort of other opportunities that you were seeing in the market?
Yeah. It fits well within our, the expected return range that we've given to the market and based on our risk-adjusted return. These are operating assets and either contracted or well known like ERCOT markets, liquid markets. It fits quite well within the range that we've given in the past, 8%-10% adjusted for risk.
Okay. You mentioned earlier Axium being a partner in this project. Do you see other opportunities with Axium or EDF to look at new build or greenfield ops in the U.S.?
Yeah. What I see is Axium is large, financial investors with the of renewable power market. I think it's good to have this partner with us and there could be some opportunity in the future. It's good for us to work with a sophisticated investor in this field, a little bit like we are doing with PNE Europe. They understand the risk and they are ready to take some risks. Here we are on board, alongside with them. We'll be an enabling partner in operation. The relation we start with them are, let's say, potential relation.
On EDF, for sure EDF is looking to, say, divest some assets in the world. We had a constructive negotiation with them for some months, bilateral discussions. Potentially there will be opportunity to discuss together but before we take some holiday.
Okay. No, that's not exactly like the EIP partnership, but I understand that it could lead to more, more, co-investments in the US. Just one final question from me on sort of the cash on hand. Just to clarify, Bruno, the remaining cash, o ngoing cash generation that's for the existing projects. Does that mean that you're no longer active on the M&A front, or are you still looking at other acquisitions?
I said is essentially that we have cash, the cash available for this transaction. We have our line of credit as well, which is which is not much used at this point, which is can be available for to fund the equity needed for our construction projects during 2023. If there are additional M&A opportunities that we do not have knowledge of at this point or they're not advanced at this point, then we would see depending on the size and so on. I'm only speaking that we can't foresee right now short term, other short-term M&A opportunities, but certainly we'll keep looking. We do look at the M&A opportunities all year long.
We've looked at many this year, in 2022, and to finally decide to do this fairly significant acquisition, but we've looked at many during the year. It's important to understand that we're always looking at potential opportunities. This one is at a very reasonable price being bilateral discussion, and it fits well with our ambition to grow in the U.S.
Okay. Got it. Thank you very much.
Thank you. I'm currently showing no further questions at this time. I'd like to hand the call back over to Stéphane Milot for closing remarks.
Just if I can intervene, just one answer to a question that was previously asked, was the merchant percentage in 2023 is expected. Sorry, the merchant portion of 2023 is about 30%. 70% contracted for 2023. Thank you.
All right. Thanks, everyone. Before leaving the call, I will ask Patrick to do a closing remark, and then we'll go back to vacation.
Yes. Thank you, Stéphane. Just to emphasize the work of our team until the very of the year, that's important. Also to underline that this transaction is exactly in line with our strategy. We sold the part of the French reinvest at lower multiple in the U.S. Significant transaction. It's a bilateral transaction. We probably look to north to 150 potential transaction per year, half in the U.S., half in Europe. We have chosen this because of this significant size, because it's a potential optimization follow on the asset. The size, as Bruno mentioned, is very important because it will create the reputation in the U.S. that we have already in Canada and in France of being a good operator.
This is very important to have partner along us, like Axium, like tax equity investors like in the U.S. and obviously the transaction as we have explained. I think it's a very good transaction for the company. Thank you very much. We have no other news to announce before the end year. I wish you a good very new year and all the best to you and your team for next year. Thank you.
Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.