Kenon Holdings Ltd（KEN）资讯与事件KENKenon Holdings Ltd

Kenon Holdings Acquires 25% Stake in Vicinity for $450M

Kenon Holdings entered into an agreement to acquire 25% of the equity interest in Vicinity District Energy for cash consideration of approximately $450M in connection with a sale of the Vicinity business. The acquisition is part of a transaction in which the current owner of the Company, an entity related to Antin Infrastructure Partners, has agreed to sell a majority interest in Vicinity to an entity that is owned by Kenon and funds managed by Harrison Street Asset Management. A consortium of lenders has committed debt financing, which is non-recourse to Kenon and HSAM, of up to $1.4B to fund a portion of the purchase price and a facility for future growth capital expenditures of the Vicinity business. Vicinity had total revenues of approximately $611M in 2025, and based on unaudited management information provided by Vicinity, Vicinity's expected annualized run rate Adjusted EBITDA is over $140M. The purchase price for the Acquisition is based on a total enterprise value for 100% of the Company of $2.92B, subject to post-closing adjustments including for closing date cash, working capital and debt. The maximum cash obligation of Kenon in respect of the Acquisition is approximately $450M, and Kenon has no obligation to acquire in excess of a 25% indirect interest in Vicinity. Kenon intends to fund its obligations for its share of the cash portion of the consideration for the Acquisition using cash on hand and available liquidity, and does not intend to use funds beyond its currently available cash and liquidity. The Acquisition follows several years in which Kenon assessed a wide range of potential investments in new businesses and reflects the disciplined approach Kenon has taken throughout that period. It advances Kenon's strategy of maximizing shareholder value through a substantial investment in an established industry. The Acquisition reflects diversification of Kenon's business into an area that is distinct from the electricity generation activities of OPC Energy and its subsidiaries. Kenon will have significant board representation and intends to be actively involved in promoting the growth and development of the business. Kenon's partner in the Acquisition, HSAM is a global alternative investment management firm with more than $110B in assets under management. Funds managed by HSAM own, among HSAM's diversified portfolio, a 33.33% stake in CPV Renewable Power, which holds the renewable energy business of CPV Group, which is the U.S. subsidiary of Kenon's subsidiary OPC Energy. Such investment in CPV Renewable is distinct from the Acquisition. Kenon and HSAM have agreed to enter into a limited liability company agreement which will govern their rights and obligations with respect to the Buyer, including provisions with respect to funding of the Buyer, pre-emptive rights, customary transfer restrictions and rights to trigger a sale of interests in the Buyer after a certain period, all subject to agreed terms and exclusions. The LLC Agreement also includes provisions for management of the Buyer, including the appointment of managers of the Buyer and actions which require both parties' consent. An interim agreement between Kenon and HSAM governs the rights and obligations of the parties with respect to the Acquisition between signing and the effective date of the LLC Agreement. The Buyer has entered into an agreement with the Seller for the acquisition of Vicinity. The Equity Purchase Agreement includes representations, warranties and covenants, in relation to which the Buyer has obtained representation and warranty insurance. Pursuant to the Equity Purchase Agreement, the Buyer will acquire between approximately 60% and 100% interest in the holding company of Vicinity. The Buyer and the Seller have entered into an agreement that sets out provisions governing Vicinity Holding Company from completion of the Acquisition should the Seller retain an interest in the company, including governance rights of the parties, funding and transfer restrictions and provisions for Kenon or HSAM, at their discretion, to increase their interests in Vicinity Holding Company, subject to agreed terms and exclusions. The Equity Purchase Agreement may be terminated prior to closing in the case of certain material breaches of representations and warranties or if closing conditions are not met within certain deadlines set forth in the agreement. The Equity Purchase Agreement provides for a termination fee payable by the Buyer to the Seller if the agreement is terminated in certain circumstances, which amount is guaranteed by Kenon and HSAM. Kenon's obligation under its Guarantee is limited to $40.2M. Completion of the Acquisition under the Equity Purchase Agreement is subject to certain customary closing conditions, including receipt of regulatory approvals and clearances or the expiration or termination of applicable waiting periods. Closing is expected to occur in 2Q27.

Kenon Holdings Receives Approximately $93M Arbitration Award from Peru

Kenon Holdings announces that the Republic of Peru has paid the award rendered in the arbitration proceedings before an International Centre for Settlement of Investment Disputes tribunal, which award was issued in favor of Kenon by the Tribunal in October 2023. The total payment was approximately $203M, of which Kenon's share is approximately $93M, subject to tax. The payment reflects final payment of amounts payable by the Republic of Peru in connection with the Award and conclusion of this matter. As previously disclosed, the Republic of Peru was ordered to pay Kenon and IC Power $110.7M in damages together with $6.4M in certain fees and costs, plus pre-award and post-award interest, in connection with the Award and the dismissal of the Republic of Peru's subsequent application to annul the Award. Also as previously disclosed, IC Power and Kenon had entered into an agreement with a capital provider to provide capital for expenses in relation to the pursuit of the arbitration claims against the Republic of Peru and other costs, which agreement entitles the capital provider to a return of its capital and payment of a portion of the proceeds of the Award.