Due Diligence on Wind Farm Assets

Abstract

The purpose of this article is to assess the importance and the procedure of applying due diligence as a measure to evaluate financially, technically and legally a wind farm asset. When an investor is interested in acquiring a certain asset or obtaining a loan for development of a project, he needs to be aware of the risks, costs and benefits that might be laying under a hypothetically healthy investment. This is the reason why, especially when the funds are sourced from a bank or a financial institution, due diligence might be held from an independent third party with the scope of providing subjective judgement. Or even as an equity holder or project owner, a thorough mitigation of all the risks involved is suggested in order to assess the viability of a project, enabling clients to make a fully informed decision before investing any money .

Many consultancy companies that take action in the development, construction and operations phase of wind farm assets provide this kind of service as well and usually are assigned to deliver the due diligence report. When it is being held in the preconstruction phase, it helps determine and ensure the timeframes of the project. The more aspects this process covers, the more secure can the finance and loan conditions be considered since the quality and amount of information processed is enhanced leading to wise decision making. It is considered a good business practice with the data acquired contributing to a secure and safe lifecycle.

Due diligence is instantly related to project management since it establishes the foundations for a safe and efficient development, operation, management and strategy from the side of the investors. Every project needs a coordinated effort by a team of engineers to apply their experience and knowledge on assessing it and evaluating it. Emphasis is given in addressing all the key figures and risks when applying a due diligence practice. The clarification of this method through this article can strongly benefit investors and lenders in need of bridging their financial but also the managers, by securing their strategical planning, minimizing the risks and handling successfully their portfolio .

Why Due Diligence?

It is a legal and business term meaning “reasonable investigation” and is defined by the constitution. When brokers or consultants are accused of inadequate disclosure to investors of material information that define a project when it comes to selling equities, due diligence defence is used to prove the integrity of their position. In addition, this method is used to compare different projects mostly regarding costs and schedules, so the budget will not irrationally be over exceeded.

When it comes to wind farm assets, specific aspects raise awareness which include possible overestimation of production, unreal performance, deficient maintenance, unclear operational agreements, missing log files, misused equipment, lower operational costs or legal obstacles . Environmental standards should be met, social impact of the problem taken into account, thorough investigation of the affected stakeholders of a particular project be done and the profitability of it calculated with realistic uncertainty.

To scale it down, this method has been sufficiently determined as a combination of risk assessment, character and performance checks involving the third parties related to the project along with feasibility studies . That way it is possible to achieve lower interest rates and better insurance conditions for a project.

Growing concern can be observed about the depth, quality and timeliness of due diligence. Weak methodology, unqualified or inexperienced resources and poorly defined project planning in this methodology can increase the risks. Critical attention should be payed in some questions that are based on the characteristics of each individual project:

• What should the scope of procedures include?

• How large should the sample sizes be?

• Who should execute the procedures?

• How often should the procedures be performed?

• What should the reporting of results consist of?

• How can we work efficiently with the borrower

Financial Assessment

Renewables are playing a bigger role year by year in the markets and cause increased capital accumulation in their whole supply chain along with all the services that surround the facilities. Capital intensive investments might lead developers to not being able to finance a project through their capital reserves, causing them to turn to other financing options. Many types exist like Corporate Finance and Capital Market Finance but the most usual is the Project Finance scheme provided by banks that require a detailed due diligence from the investor’s side, developing and contributing with his own equity which determines the liability of the company. Similar to any other business sector, renewable energy facilities might change ownership during their lifecycle or might need to be certified that they follow the standards.

The financing form is chosen according to the maturity of the financial sector, the energy market and the project developer’s experience. Afterwards the loan is paid back by the generated, stable and forecastable cash flows, coming ideally from a reliable public support scheme or a long-term power purchasing agreement. That is why, renewable energy facilities are being developed mostly in countries with stable political situation which have established a supporting background for “green technologies” penetration .

The bank takes into account the expected cash flows generated annually and the risks of the project in order to approach the reliability and projectability of the future cash flows. Those financial risks during the planning phase are identified in the wind resource availability, the situation of the insurance services in the country, the feed-in tariff and the electricity spot price. The feasibility study takes place with the scope of investigating on an annual base the cash available for debt service, the equity cash flow and the key financial project ratios . Prevailing market price methodology is also applied to verify the prices of the equipment provided by manufacturers or retailers . A very used method from banks nowadays is to gather multiple balance sheet projects in a single portfolio and arrange a loan that will cover it entirely due to the emerging number of involved companies in the sector .

Contractual Overview and Legal Specifications

A very important notice is whether or not a wind farm asset is being developed, operated and managed inside legal limitations. The tailor-made due diligence team that is going to focus on the project is summoned to review all the relevant contracts to ensure there are no technical risks and everything is under compliance. Among others that should be reviewed are the turbine certifications, the electrical design parameters, the grid compatibility, building permissions, remuneration and the power purchase agreements .

The risks that are being taken into account during the due diligence procedure regarding contracts involve the following:

Financing phase

• Project finance loan agreement

• Shareholder agreement

• Manufacturer’s market share

• How broadly is the specific technology used or proven?

Investment phase

• Engineering, procurement and construction contractor (EPC)

• Turbine supply agreement

• Balance of Power contract (BoP)

• Grid connection and usage agreement

Operating phase

• Power Purchase Agreement (PPA)

• Land rights contracts

• Operation & Maintenance Agreements

• Insurance contracts

Performance Evaluation

The main factor that is used to evaluate a potential wind energy project or an existing one is the meteorological conditions that take place in the specific area of interest. Strong and stable winds indicate an investment opportunity with safe financial figures like positive Net Present Value and Return of Investment higher than the interest rate. Those winds that define a site are extracted from a thorough Wind Resource Assessment using advanced numerical analysis tools which include linear or Computational Fluid Dynamics based software packs. The target is to determine the net yield of a wind farm, the probability of wind availability, the fluctuations in production and the loads that the turbines are expected to undergo (Wind Classification) .

The initial phase is to define the measurement campaign as reliable, appropriate and standard complying. Next step is to assess those measurements taking into account the micro-meteorology of the site using the tools mentioned above and finally introduce safe uncertainties estimation and technical losses factors. It is of high importance to compare actual performance with the theoretical turbine efficiency since various power boost and optimization programs have been launched by the manufacturers in order to promise higher performance . IEC compliance and discrepancy investigation ought to be carried out to ensure the turbines are performing according to their standards because complex winds and harsh weather conditions (extreme heatness, below zero conditions, sand, sea salt, degradation) shorten the efficiency of the blades.

Downscaling to key performance figures which are crucial in a due diligence report, the ‘exceedance cases’ of the Wind Resource Assessment play a major role in defining the willingness for bankability. Representing the minimum estimated production for 50% of the time (P50) and for 90% of the time (P90), those values will give safe results along with extra liquidity and easiness of financing with promising values of the ‘exceedance cases’.

Since the turbine costs accounts for approximately the 75% of the project, suppliers and companies involved in the project as subcontractors or third parties are being brought to the due diligence spotlight, especially for offshore where the costs double and further assessment should be conducted. If the erecting of the wind turbines comes with committed services and offers from the supplier, comfort and security will have higher chances to appear since the supplier shares his knowledge of his product for the first years obtaining responsibilities in the project also in the operational phase.

It is important for the lenders to check the creditworthiness of the participating supplies due to the fact that strong financial platforms mean lower potential warranty problems and honor availability guarantees. Experienced, well-established equipment providers who are directly related to good reputation and broad portfolio can contribute in bridging potential finance gaps with financial institutions and creditability agencies. The profitability and safety between short-term and long-term service contractual agreements should be investigated because most of the supplies of the turbines offer those packages in the early phase of the project. The service provider should be consistent and on alert to optimize the availability of the turbines along with minimising the operation & management costs.

Environmental Considerations

The Environmental Impact Assessment will need to be revisited due to the trendline of the few past years of banks adopting environmental and social policies. By following strictly the legislation, the environmental liability regime of the host country and the past actions of the project sponsors, additional unforeseen costs can be reduced that could occur due to lack of environmental compliance. Including a strategy for decommissioning after the lifecycle of the plant, contributes positively to reducing the risks of local opposition.

In order to comply with the international protocols for a green energy transition, the wind farm asset's development or operation should be environmentally investigated in depth in the following areas of danger:

• Atmospheric emissions from processing and manufacture of materials and components.

• Emissions from the processing of materials needed for the foundation of the turbines and the various engineering works when preparing the site.

• The impact of construction activities on terrestrial ecosystems. Continuous human intrusion will lead to permanent disruption so fragile ecosystems should be avoided or approached properly.

• Visual disturbance regarding areas of scenic interest.

• Noise effects, especially from old operating turbines which might lead to legal consequences for a project with insufficient recorded information.

• Land use and habitat damage, especially for agricultural production.

• Bird strike and disturbance. Close monitoring and recorded data from environmental organisations are suggested.

• Potential greenhouse gases, acidifying gases or other pollutants.

• Electromagnetic interference .

It is becoming more and more important when developing a project or obtaining the ownership of one, to apply environmental risk management. Some key aspects will be addressed underneath following the procedure of risk identification, assessment and finally treatment:

• Impacts on asset values: Cleaner materials and energy efficient practices lead to increased value of investment. The opposite happens due to contamination or environmental obsolescence of equipment.

• Inability of borrowers to repay loans: Increased taxation and limitations to emissions or cleanup procedures might lead to fines and penalties if not followed according to the standards.

• Lender or investor liability: Environmental violations trigger the authorities to investigate on the causer. This is not something in favour of the investor or lender so the limits should be clarified especially when it come to obtaining a wind farm asset.

• Reputation impacts: Poor environmental performance might affect the public image, market position and future business of the possible lender or investor.

Stakeholders Approach

An impartial overview of the stakeholders involved in the project should be done since a wind energy facility affects many different groups of people. The highest risk spotted here would be the existence of strong opposition local groups, environmental organisations or local authorities who would protest against the construction of a wind farm in their area. These are facts that should be acknowledged by the investor or lender since these groups could delay a lot the project or demand high compensations. Relevant risk treatment and mitigation measures should be designed. In case a project is already operating but changes ownership, the scenario of expanding the capacity of the wind farm or switching to repowering after its lifecycle ends, could crash into many barriers by the above stakeholders.

Decision-making for project management

As described in the previous paragraphs, a good due diligence practice can minimise the risks of a potential project or investment in an existing and establish a “sterilised” background for action. Project managers and financing stakeholders are always on alert regarding the achievement of their benefits since they might be fragile or uncertain. Due diligence is a tool that could be considered the right hand of project management, enabling the persons above to proceed to a wise decision-making while securing their interests.

Lack of due diligence might lead to project implementations which occur through organisational changes, absence of a testing phase due to a delayed schedule or enthusiasm for delivering new projects without acknowledging the outcomes of the initial one. Failure of achieving the goals, declining budgets and unhappy customers are only some of the consequences followed by a shallow and hurried project design .

To avoid a cumbersome, untimely and ineffective process that will not lead to the key information needed for effective decision-making, an effective due diligence should be conducted in order to help interested parties, project managers and investors with the following:

• Objectively understand the assets and their underlying historical performance, including deviations from historical and recent trends.

• Identify key risks faced by the lender and establish a communication framework to address these risks, including potential risk mitigation efforts. This could also result in deal-structuring alternatives such as pricing considerations, collateral requirements or enhancements to required periodic reporting.

• Develop an understanding of critical policies and procedures used to prepare information used for decision-making and identify potential areas of information weakness.

• Provide a framework to address questions and concerns, allowing each party to focus on making sound business decisions .

Barriers in Due Diligence

Like in every procedure, some obstacles can define them and set the alarm for future improvement. Regarding due diligence, there has been spotted lack of specific technical expertise for the performance since it sometimes requires proper training and only big corporations might be in position of accepting this task. Perception barriers due to insufficient level of knowledge from wind farm investors who can be detected in non-corporate frames and develop collaborative small-scale distributed projects. Information availability is uncertain as well while all documentation might be hard to obtain. Lack of governmental and other institutional support might not motivate potential developers or lenders to undergo this procedure with integrity, especially in developing countries. Being a capital-intensive type of investment, a renewable energy investor might judge transaction costs as being too high for review procedures.