CPV Refinances Shore and Maryland Plants With $825 Million Facility

CPV Generation Holdings LLC, an indirect wholly owned subsidiary of CPV Group LP, entered into an $825 million financing agreement with a syndicate of lenders on October 27, 2026, covering the Shore and Maryland natural gas-fired power plants. OPC Energy Ltd., which owns 71% of CPV Group, disclosed the agreement in an immediate report to the Israel Securities Authority and the Tel Aviv Stock Exchange dated October 28, 2026. The financing will primarily repay the plants’ existing project-level debt under a single facility at the borrower level and fund a dividend of approximately $130 million to CPV Group at closing.

CPV Generation Holdings holds 100% of the ownership interests in the two plants. Shore and Maryland are natural gas-fired combined-cycle facilities with capacities of 725 MW and 745 MW, respectively, and, according to the company’s announcement, are located in the PJM electricity market in the United States. Beyond refinancing the existing debt and funding the dividend, the financing will support the plants’ ongoing working capital and collateral needs and cover transaction costs.

Kenon Holdings Ltd. (KEN ), which identifies OPC Energy as its subsidiary, filed a Form 6-K with the U.S. Securities and Exchange Commission on October 28, 2026, signed by Chief Executive Officer Robert L. Rosen. An exhibit attached to the filing states that the financing agreement is non-recourse to CPV and is subject to conditions precedent to closing.

Facility Structure and Repayment Terms

The $825 million total, equivalent to approximately NIS 2.5 billion as of the reporting date, consists of a $625 million term loan B, a $125 million letter of credit facility, and a $75 million revolving credit facility available in full for cash borrowings, letters of credit, or both. The financing will be drawn in a single drawing on the closing date. The term loan bears interest at a SOFR-based rate plus a spread of 2.5%, matures seven years from closing, and carries no scheduled amortization, with outstanding principal repayable at maturity subject to mandatory prepayments. The revolving credit facility bears interest at SOFR plus 2.25%, and the letter of credit facility carries a fixed issuance rate of 2.25%; both have five-year terms and a customary commitment fee. OPC said the term-loan spread represents a 75-basis-point reduction from the previous 3.25% rate.

Mandatory principal prepayments follow a cash-flow sweep tied to the borrower’s consolidated net leverage ratio, defined in the report as total net debt relative to EBITDA-Cash for the preceding 12 months. On each quarterly interest payment date, the first occurring on March 31, 2027, the borrower must prepay the term loan out of excess cash flow at a rate of 50% when the ratio exceeds 3.5x, 25% when it is between 2.5x and 3.5x, and zero when it is below 2.5x. Excess cash flow is defined as the cash remaining at each quarterly interest payment date after payment of operating expenses, financing fees, and interest on the term loan. Interest is payable quarterly beginning March 31, 2027. OPC said the current leverage of both plants sits at the lower end of that range.

Covenants, Collateral and Hedging

The facility’s financial covenant requires a realized debt service coverage ratio, defined as cash flow available for debt service relative to debt service for the relevant period, of no less than 1.10x for any 12-month measurement period beginning March 31, 2027. The covenant will be examined quarterly and is subject to pre-agreed cure periods. The ratio stood at 6.3x as of September 30, 2026, on a pro forma basis, because that date preceded the reorganization required in connection with the financing agreement.

The financing is secured by a first-ranking senior secured fixed pledge on each project, its assets and rights, together with a pledge over the equity interests in the borrower. The borrower must fund a debt service reserve account, in cash, letters of credit, or a combination of the two, in an amount equal to reasonably anticipated interest-only debt service for the following six-month period. The borrower also undertook not to create additional liens, with carve-outs that include liens securing existing or future project or portfolio financing and ordinary-course permitted liens.

Additional terms include limitations on incurring debt other than permitted debt, restrictions on asset sales, and restrictions on a change of control over the borrower, including over its parent corporation CPV Power Holdings. Events of default include non-payment, bankruptcy events, breaches of covenants subject to cure periods, and certain project-related events, among them a material adverse effect at the portfolio level and abandonment. The borrower must hedge the interest rate on at least 50% of the projected term loan balance for at least three years, and dividend distributions by the borrower after closing require compliance with the financial covenants. Customary fees include an upfront fee, a letter of credit issuance fee, non-utilization fees, and early repayment fees during the first six months.

Giora Almogy, chief executive officer of OPC Energy, said in the company’s announcement: “The refinancing of Shore and Maryland marks another important step in maximizing the value of our power plants.” Almogy said that together with Basin Ranch, CPV has now achieved full ownership and control of three plants in the United States.

Chief Financial Officer Ana Berenstein Shvartsman said: “This agreement represents an important step in optimizing CPV’s financing structure by consolidating two existing project financings into a single facility.” She said the transaction enhances financial flexibility, supports ongoing operational and collateral needs, and enables the planned dividend of approximately $130 million to CPV Group at closing.

OPC describes itself as Israel’s first and leading private electricity producer and says CPV has more than 25 years of experience in the development and operation of power generation and renewable energy projects, with a current portfolio of approximately 15 GW of renewable and natural gas projects. The immediate report incorporates by reference OPC’s annual report for 2025, dated March 12, 2026, and its interim report as of June 30, 2026. The company noted that the English version of the immediate report is an unofficial translation and that the binding report is the official Hebrew version published on the Tel Aviv Stock Exchange website.