Note
30 - Guarantees, Engagements and Charges
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(1) |
Gecama wind energy project
in Spain – transactions of hedging the electricity price |
Gecama
wind energy project with a total capacity of approximately 329MW
(hereinafter: “the Project”) hedges the electricity prices in a CFD (Contract for Difference) format. For 2024 the Company
hedged approximately 73%
of its electricity production at a weighted average price of EUR
65.25 MWh. For 2026 the Company hedged approximately 31%
of its forecasted electricity production at a weighted average price of EUR
60.9 MWh.
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(2) |
Pupin
wind energy project in Serbia – Full commercial operation and signing on CFD agreement |
Pupin
wind farm, a project with a total capacity of 94
MW has achieved commercial operation during 2025. All the energy generated by the project in 2025 was sold on a merchant
basis.
On
October 2, 2023, following a tender process, the Company was awarded a 15-year
inflation-linked Contract for Differences for the project. The arrangement will be structured through a CFD mechanism in which the state-owned
utility Elektroprivreda Srbije will secure a base rate of EUR
68.88 per MWh for 72%
of the project’s output linked to Eurostat's Consumer Price Index. The remaining of the produced electricity will be sold on a merchant
basis. The Contract for Differences is expected to enter into effect during the first half of 2026.
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(3) |
Signing on agreement
of selling a partnership holding a cluster of PV + Storage projects in Israel |
At
the beginning of 2025, the Company signed an agreement of selling 44%
of a partnership (hereafter- “the Partnership”), which holds a cluster of PV + Storage projects in Israel to Harel
Insurance Investments & Financial Services Ltd. and Amitim Senior Pension Funds (here after- “the Investors”, “the
Sale Agreement”), who acquired a 25%
and 19%
stake respectively.
The
Investors purchased 44%
of the Partnership for a total investment of approximately USD 50
million in cash, of which USD 45
million paid upfront, and USD 5
million were paid by the Investors upon fulfillment of certain conditions set forth in the Sale Agreement.
The
cluster consists of operational and pre-construction projects totaling 69
MW of solar generation and 448
MWh of energy storage capacity. A fully owned subsidiary of the Company will act as the General Partner in the Partnership.
In
conjunction with the Sale Agreement, the Investors have Kick Out Right of 50%
of the Company’s holdings in the General Partner, therefore the Company ceased to consolidate the financial results of the Partnership
in its financial statements, and will accordingly recognized a profit of approximately USD 96
million, of which approximately USD 42
million is attributable to the gain on the partial sale of the Partnership and approximately USD 54
million is attributable to the revaluation of the remaining holdings.
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(4) |
Investment in Jupiter
project in Germany |
In
December 2025, the Company signed an agreement to acquire a majority stake (expected 51%-60%)
in Project Jupiter, a solar generation and battery energy storage project in Brandenburg, Germany, in partnership with Prime Capital AG
on behalf of its Prime Green Energy Infrastructure Fund II (PGEIF II).
Project
Jupiter is planned to include up to 150
MWp of solar generation capacity and 2,000
MWh of energy storage capacity, supported by a secured grid connection of up to 500
MW.
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(5) |
Two facilities win bids
in the Israel Electricity Authority’s energy storage tender |
In
February 2025, the Company was awarded rights in the Israel Electricity Authority’s first availability tariff energy storage tender
for two energy storage facilities located in Neot Smadar and Ohad, Israel. The awarded projects have a combined grid connection capacity
of 300
MW, enabling the development of energy storage facilities with an estimated aggregate capacity of approximately 1,300
MWh, which may increase
up to 1,900 MWh upon transition to the deregulated market.
Under
the terms of the tender, the facilities are expected to operate under a regulated availability tariff for an initial period of five years,
after which they may participate in the deregulated electricity market.
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(6) |
Winning in Israel’s
first land tender for an integrated data center and renewable energy facility |
In
March 2025, the Company won an Israel Land Authority (ILA) tender to develop an integrated data center and renewable energy facility in
Ashalim region of southern Israel. The project is planned to combine a state-of-the-art data center with adjacent solar generation and
energy storage infrastructure. The development aligns with national infrastructure objectives to expand data center capacity outside Israel’s
central region.
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(7) |
Baron Floating PV + Storage
project in Israel – commercial operation |
During
2025 the Company has commenced full commercial operation of the Baron project, a floating PV facility installed on a water reservoir and
combined with energy storage. The project has a solar generation capacity of 21MW
and an energy storage capacity of 160MWh.
The entire electricity output generated by the project is sold to customers in Israel’s newly deregulated power market through Enlight's
supplier division.
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(8) |
Atrisco PV + Storage
project in the United States – additional Domestic Content tax equity investment |
During
August 2025, Atrisco battery energy storage project (BESS) qualified for an additional 10%
Investment Tax Credit (ITC) on its storage component based on Domestic Content adder. As a result, the Company, through its subsidiary
Clēnera Holdings, LLC, secured an additional USD 53
million in tax equity investment from a leading U.S. financial institution.
The
incremental tax equity investment is expected to generate approximately USD 41
million in net proceeds to the Company, which are expected to be recognized as an increase in pre-tax profit over a five-year period,
in accordance with the applicable accounting treatment for tax equity arrangements.
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(9) |
Quail Ranch PV + Storage
project in the United States – partial commercial operation and tax equity arrangements |
Quail
Ranch PV and Storage project, located in New Mexico US, comprises a 128
MW solar generation facility and 400
MWh of energy storage capacity. The project benefits from a 20-year busbar power purchase agreement (PPA) and 20-year
busbar energy storage agreement (ESA) with Public Service Company of New Mexico (PNM). The solar component achieved commercial operation
in December 2025.
Tax
equity partnership
The
Company, through its subsidiary Clēnera Holdings, LLC, entered into a partnership agreement for a tax equity arrangement with Wells
Fargo Bank N.A., a U.S. institutional investor, in connection with the Quail Ranch solar and energy storage project (the “Tax Partner”).
Pursuant to the agreement, the Tax Partner provides tax equity financing, including a contribution following substantial completion of
USD 131
million, expected to increase to nearly USD 150
million when including pay-go contributions over the first 10 years of operation.
The
tax equity financing provides production tax credits (PTC) for the solar component and investment tax credits (ITC) for the storage component.
Quail Ranch is also expected to qualify for the 10% Energy Community Adder under the Inflation Reduction Act.
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(10) |
Roadrunner PV + Storage
project in the United States – partial commercial operation and tax equity arrangements |
The
Roadrunner PV and Storage project, located near Tucson, Arizona, US, comprises a 290
MW solar generation facility and 940
MWh of energy storage capacity. The solar project achieved commercial operation in December 2025 and is backed by a 20-year
busbar power purchase agreement (PPA) with the Arizona Electric Power Cooperative.
Tax
equity partnerships
The
Company, through its subsidiary Clēnera Holdings, LLC, entered into tax equity partnership agreements for the Roadrunner Solar and
Energy Storage project. The arrangements consist of two separate tax equity partnerships with U.S. financial institutions: a partnership
with J.P. Morgan Chase Bank for the solar project and a partnership with M&T Bank and First Citizens Bank for the energy storage
project. Together, these partnerships represent approximately USD 340
million in tax equity commitments at the project’s commercial operation date (“COD”), which are expected to increase
to nearly USD 390
million when including additional “pay-go” contributions over the first 10
years of operation.
The
solar component benefits from Production Tax Credits (PTC), while the storage component receives Investment Tax Credits (ITC). The project
is expected to qualify for the 10%
Energy Community Adder.
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(11) |
Snowflake
PV + Storage project in the United States - financial closing |
During
November 2025, the Company, through its U.S. subsidiary Clēnera Holdings LLC, entered into a debt financing agreement for the Snowflake
A solar and energy storage project, located near Holbrook, Arizona, USA.
Snowflake
A comprises 600
MW of solar generation capacity and 1,900
MWh of energy storage capacity. As part of the financing, the Company secured commitments totaling approximately USD 1.44
billion from a consortium of six global banks, including Wells Fargo Bank, N.A., BNP Paribas, Natixis Corporate and Investment Banking,
Norddeutsche Landesbank Girozentrale (Nord/LB), Crédit Agricole Corporate and Investment Bank, and MUFG Bank, Ltd.
The
financing is structured so that upon the project’s commercial operation date, a portion of the loan is expected to convert into
a long-term term loan facility, with the remaining amounts expected to be repaid with proceeds from future tax equity investment.
The
project is supported by a 20-year
busbar power purchase and energy storage agreement with Arizona Public Service, which is expected to provide predictable cash flows over
the life of the contract.
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(12) |
Country
Acres PV + Storage project in the United States - financial closing |
Country
Acres consists of 403
MW of solar generation capacity and 688
MWh of energy storage capacity. The project is located near Sacramento, California, USA and has entered construction,
with all procurement contracts executed. Country Acres has secured a busbar power purchase agreement with a 30-year
term for solar generation and a 20-year
term for energy storage with the Sacramento Municipal Utility District (“SMUD”). The Company also expects to conclude a tax
equity transaction during the construction period.
On
March 31, 2025, the Company, through its subsidiary Clenera Holdings, LLC, completed the financial closing for the Country Acres solar
and energy storage project, As part of the financing arrangement, the Company secured debt financing commitments totaling approximately
USD 773
million from a consortium of leading global banks, including BNP Paribas Securities Corp, Crédit Agricole, Natixis Corporate &
Investment Banking, and Norddeutsche Landesbank Girozentrale (Nord/LB). Upon the project’s commercial operation date (“COD”),
a portion of the construction financing is expected to convert into a USD 376
million term loan, with the remainder expected to be repaid through tax equity financing.
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B. |
Bank and other financial
institutions guarantees which were issued by the Company: |
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(1) |
Guarantees
Issued in Connection with the Company’s Projects in United States: |
As
of December 31, 2025, guarantees in connection with the Company’s projects in the United States amounted to an aggregate of approximately
USD 296.2
million, of which guarantees in the total amount of approximately USD 107
million were issued during 2025.
Subsequent
to the reporting date, additional guarantees totaling approximately USD 101.7
million were issued in connection with the Company’s U.S. projects.
The
following guarantees represent the main guarantees provided for certain U.S. projects:
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(1) |
PPA guarantee of USD 40
million was issued for the Co Bar SRP project. |
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(2) |
PPA guarantees in the aggregate amount of approximately
USD 57.7
million were issued for the Co Bar C project. |
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(3) |
PPA guarantee of USD 40
million was issued for the Co Bar D project. |
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(4) |
A guarantee in the amount of USD 14
million was issued in connection with the interconnection of the Thousand Lakes project. |
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(5) |
LGIA guarantee in the amount of USD 12.4
million was issued for the Gemstone project. |
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(6) |
A guarantee in the amount of USD 35.6
million was issued in connection with the financial close of the Country Acres project. |
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(7) |
Subsequent to the reporting date, PPA guarantees
in the aggregate amount of approximately USD 18
million were issued for the Crimson Orchard project. |
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(8) |
Subsequent to the reporting date, a PPA guarantee
in the amount of USD 31.5
million was issued for the Co Bar D project. |
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(9) |
Subsequent to the reporting date, a PPA guarantee
in the amount of USD 32
million was issued for the Co Bar SRP project. |
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(10) |
Subsequent to the reporting
date, an LGIA guarantee in the amount of USD 11.5
million was issued for the Javelina project. |
|
(2) |
Guarantees
Issued in Connection with the Company’s Projects in Europe: |
As
of December 31, 2025, guarantees in connection with the Company’s projects in Europe amounted to an aggregate of approximately EUR
79.9
million, of which guarantees in the total amount of approximately EUR 42.2
million were issued during 2025.
The
following guarantees represent the main guarantees provided for certain European projects:
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(1) |
A guarantee in the amount of EUR 14.3
million was issued in connection with the financial re-close of the Gecama project in Spain. |
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(2) |
Two guarantees in the aggregate amount of approximately
EUR 12
million were issued for the Gecama Data Center project. |
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(3) |
Subsequent to the reporting date, a performance
guarantee in the amount of EUR 6.1
million was issued in connection with the Company’s winning of a government tender in Italy for the Nardo project.
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(3) |
Guarantees
Issued in Connection with the Company’s Projects in Israel: |
As
of December 31, 2025, guarantees in connection with the Company’s projects in Israel amounted to an aggregate of approximately NIS
241
million, of which guarantees in the total amount of approximately NIS 129.3
million were issued during 2025.
The
following guarantees represent the main guarantees provided for certain projects in Israel:
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(1) |
High Voltage Storage Tender – performance
guarantees provided to Noga in the amount of NIS 96.7
million. |
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(2) |
Yatir Forest land transaction – financial
guarantees provided to the Israel Land Authority in the amount of NIS 33.3
million. |
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(3) |
Consumer supply agreements – financial guarantees
provided to Noga in the aggregate amount of NIS 88.5
million. |
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(4) |
Subsequent to the reporting date, an additional
consumer agreement – financial guarantee in the amount of NIS 18
million was provided to Noga. |
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C. |
Parent company guarantees:
|
In
the Group’s ordinary course of business, the Group provides, from time to time, guarantees to back and secure various undertakings,
including to secure undertakings by virtue of financing agreements in respect of projects, guarantees to secure undertakings in respect
of tenders for renewable energy projects, guarantees towards statutory authorities in respect of projects, etc.
Presented
below are details regarding the significant guarantees which the Company provided:
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(1) |
As
part of acquiring the renewable energy company Clēnera in the United States, guaranties were given
to secure the Company’s undertakings towards the entrepreneurs. |
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(2) |
Guaranty
in connection with the purchase of an additional solar and energy storage portfolio in the United States on December 30, 2022 (“the
Tranche III Projects”) in favor of Parasol Renewable Energy Holdings LLC (“PREH”) up to a total of $54 million
and will be reduced by earn out paid in the future in connection with the Tranche III Projects. |
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(3) |
Parent
guaranty in connection with Tax Equity for Apex in favor of CLI-HBAN Solar Trust, dated August
12, 2022. This guaranty would become effective only if (1) Clenera Holdings failed to pay the obligations
under its guaranty and (2) the Apex project company failed to perform its obligations and. This guaranty
covers Clenera’s tax indemnity obligations, certain operational obligations, and other obligations under the tax equity arrangement.
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(4) |
Sponsor
Guaranty given by the Company (and Clenera Holdings, LLC) to MUFG Bank, Ltd., dated November 7, 2025. This guarantees certain Borrowers'
obligations under the Snowflake debt financing agreement. |
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(5) |
The
following parental guaranties were issued with respect to Atrisco project:
|
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(a) |
Guaranty
in connection with Tax Equity for Atrisco in favor of Bank of America dated November 17, 2023 (Atrisco PV). This guaranty
was given to secure the obligations of the Class B Member, in accordance with Section 6.02 of the ECCA
(breach of representation or warranty, among other things) and Section 9.01 of the LLCA (breach of representation or warranty, fraud,
failure to maintain Reactive Power Capability, among other things) and all obligations of Class B Member under Section 12.03(b) of the
LLCA (Class B deficit balance contribution obligation on liquidation). |
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(b) |
Guaranty
in favor of HSBC dated December 13, 2023 in connection with debt for Atrisco PV. This guaranty was
given to secure the Atrisco project Company's obligations under the Financing Agreement with respect to (1) Merchant Tail prepayment;
(2) Module Testing prepayment; (3) Reactive Power indemnity; and (4) Reactive Power prepayment. |
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(c) |
Guaranty
given by the Company to U.S. Bancorp Community Development Corporation, dated July 25, 2024 (Atrisco BESS - tax equity). This guarantees
(a) Investor Indemnified Costs under the LLCA, and (b) all other obligations of the Obligors (including the Class B Member) under the
ECCA, LLCA, Development Services and Construction Management Agreement, and Management Services Agreement.
|
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(d) |
See
GIA as specified in section (16). |
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(6) |
The following
parental guaranties were issued with respect to CO Bar complex: |
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(a) |
Letter
of Indemnity, dated December 9, 2023, given by the Company in favor of Isreal Discount Bank Ltd. in connection with a letter of credit
posted by Isreal Discount Bank as performance security with respect to certain obligations pursuant to the CO Bar 3 PPA, in the amount
of $20
million. |
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(b) |
See GIAs
as specified in section (16). |
|
|
(7) |
Letter
Agreement between Bank Hapoalim B.M. and Enlight Renewable Energy LLC dated as of September 3, 2021 (as amended from time to time). This
letter agreement was entered into as a condition to Bank Hapoalim issuing letters of credit, which have been posted as performance security
with respect to various PPA and LGIA obligations for the CO Bar 2, Crimson Orchard, Gemstone and Rustic Hills I projects, in the approximate
aggregate amount of $88
million. |
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(8) |
Various
guaranties provided by the Company to Bank Leumi, made as a condition to Bank Leumi issuing various letters of credit posted as performance
security with respect to various PPA, financing agreement and LGIA obligations for Coggon, Country Acres, Hagerman Springs, Horsepen Branch,
Reedy Creek and Rustic Hills I, in the approximate aggregate amount of $46 million. |
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(9) |
The
following parental guaranties were issued with respect to Country Acres project:
|
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(a) |
Equity
Commitment Letter given by the Company in favor of Tesla, Inc., dated December 9, 2024 (SPA B). This secures payment obligations of Country
Acres Clean Power LLC under Sale and Purchase Agreement for purchase of batteries for the Country Acres project, in the approximate amount
of $93 million
(as such initial payment obligations are reduced by payment or modified by change order).
|
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(b) |
Amended
and Restated Sponsor Guaranty given by the Company (and Clenera Holdings, LLC) to Natixis, New York Branch, dated April 25, 2025. This
guaranties certain Borrowers' obligations under the debt financing agreement. |
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(c) |
See
guaranty as specified in section (8). |
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(10) |
The
following parental guaranties were issued with respect to Roadrunner project: |
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(a) |
Equity
Commitment Letter given by Enlight Renewable Energy LLC in favor of Tesla, Inc., dated September 6, 2025 (SPA). This secures payment obligations
of Roadrunner Battery Storage LLC under Sale and Purchase Agreement for purchase of batteries for the Roadrunner project, in the amount
of $44.5
million. Sponsor Guaranty given by the Company (and Clenera Holdings, LLC) to JPMorgan Chase Bank, National Association, dated September
26, 2025. This is a guaranty of Class B Member's obligations under the LLCA and ECCA. |
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(b) |
Sponsor
Guaranty given by the Company (and Clenera Holdings, LLC) to M&T Community & Environmental Development LLC and First-Citizens
Bank & Trust Company, dated September 26, 2025. This is a guaranty of Class B Member's obligations under the LLCA and ECCA.
|
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(c) |
See
guaranty as specified in section (9)(a). |
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(11) |
Guaranty
given by the Company pursuant to that NatPay Program Participating Customer Agreement, dated July 7, 2025, by and among Natixis, New York
Branch, Clenera Holdings, LLC and the Company This guaranties Clenera Holdings, LLC’s obligations under the NatPay Program, a short
term revolving credit facility with an outstanding balance of approximately $72M
as of December 31, 2025. |
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(12) |
Guaranty
(as amendment from time to time) by the Company in favor of Credit Agricole Corporate and Investment Bank, guarantying the obligations
of various Clenera entities pursuant to the Credit Agricole Bill of Exchange program (which in the aggregate had outstanding balances
of approximately of $101M
as of December 31, 2025). |
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(13) |
The
following parental guaranties were issues with respect to the Snowflake A Project: |
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(a) |
Sponsor
Guaranty given by the Company (and Clenera Holdings, LLC) to MUFG Bank, Ltd., dated November 7, 2025. This guaranties certain Borrowers'
obligations under the debt financing agreement. |
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(b) |
Equity
Commitment Letter given by Enlight in favor of Tesla, Inc., dated June 30, 2025. This secures payment obligations of Snowflake Solar A
LLC under Sale and Purchase Agreement for purchase of batteries for the Snowflake A project, in the approximate amount of $479
million (as such initial payment obligations are reduced by payment or modified by change order). |
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(14) |
The
following parental guaranties were issued with respect to Quail Ranch project: |
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(a) |
Sponsor
Guaranty given by the Company (and Clenera Holdings, LLC) to Natixis, New York Branch, dated April 10, 2025. This guaranties certain Borrowers'
obligations under the debt financing agreement. |
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(b) |
Sponsor
Guaranty given by the Company (and Clenera Holdings, LLC) to Wells Fargo Bank, N.A., dated October 31, 2025. This guaranties the Class
B Member's obligations under the LLCA and ECCA. |