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At Energetic Capital, our longstanding expertise in structuring credit solutions has opened the doors for solar developers to engage with a diverse spectrum of offtakers, including those traditionally viewed as challenging or unbankable. This strategic focus not only facilitates access to favorable financing but also taps into less saturated markets where the potential for higher returns is significant.

Building upon the insights shared in our previous article, where we explored the benefits of proactive credit insurance integration, we now delve deeper into the strategic shifts necessary to develop in these less competitive markets. In an industry dominated by a race to secure investment-grade (IG) offtakers—where competition is fierce and often boils down to price—Energetic Capital empowers developers to look beyond. By utilizing our proven financial tools, developers can expand beyond the intensely competitive race for IG offtakers and explore projects with non-IG entities, which are often perceived as higher risk but offer the potential for greater returns due to reduced competition.

This article underscores the importance of our credit insurance solutions in enabling developers to confidently navigate and capitalize on these niche markets. We invite you to explore how embracing broader, more inclusive financing criteria not only diversifies your project portfolio but also positions your ventures for enhanced profitability in an evolving solar landscape.

The Opportunity

Enabling Broader Financing Possibilities with Offtaker Default Credit Insurance

Energetic Capital's offtaker default credit insurance is a pivotal tool for project developers seeking to expand their project financing options. By mitigating the risk of offtaker default, this insurance product opens doors to financing projects that include a broader array of offtakers, including those previously considered too risky by traditional financing standards.

The resulting financing flexibility creates a comparative advantage. In a market racing to the bottom in terms of pricing for IG-rated deals, the capacity to secure financing for projects with a broader range of offtakers allows for better pricing flexibility and deal structuring. With more flexilbity in financing, business development teams can address a wider pool of possible offtakers.  

Broadening the Spectrum of Eligible Offtakers

Traditionally, the solar financing market has favored projects with investment-grade (IG) offtakers due to their perceived lower risk. This focus has led to a saturated and highly competitive market environment. Energetic Capital challenges this status quo by providing credit insurance that reassures financiers about the viability of projects with small and medium businesses (SMBs), non-investment grade entities, and other non-traditional entities. This expansion significantly widens the pool of potential projects, enabling developers to explore new market segments and diversify their portfolios.  

Capturing Untapped Markets

There is a significant untapped market comprised of offtakers who do not meet the stringent credit requirements set by traditional financiers. By enabling financing for projects involving these offtakers, Energetic Capital helps developers access a broader customer base and fosters a more inclusive adoption of solar energy solutions across various sectors. This approach not only propels industry growth but also reinforces your company's role as an innovator in solar project financing.

Strategic Advantages

Leveraging Credit Insurance for Market Leadership and Enhanced Profitability

Energetic Capital’s offtaker default credit insurance offers not just a safety net, but a strategic tool that empowers developers to navigate the solar market's complexities with confidence and creativity. This section explores the transformative strategic advantages that our credit insurance brings to developers, enabling them to lead the market and enhance their profitability.

Enhanced Negotiating Power

Our credit insurance equips developers with enhanced negotiating power when dealing with financiers. By mitigating the perceived risks associated with non-investment grade (non-IG) and unrated offtakers, developers can secure more favorable terms. This shift not only lowers interest rates but also improves other financial conditions, allowing for better control over project economics and a stronger position in financial negotiations.

Increased Project Viability

Many solar projects that might otherwise struggle to find financing become viable through the use of our credit insurance. By covering the risk of offtaker default, Energetic Capital broadens the range of projects that can attract funding. This capability enables developers to pursue a diverse array of projects, including those in underserved or emerging markets, thereby diversifying their portfolio and reducing overall risk.

Reduced Barrier to Market Entry

For new and smaller developers, entering the competitive solar market can be daunting due to the high financial stakes and stringent credit requirements. Our offtaker default credit insurance reduces these barriers, providing a clearer path to financing and project execution. This support is crucial for fostering innovation and encouraging the development of new solar capacities across various geographic and demographic markets.

Attracting Investment

With the backing of Energetic Capital’s credit insurance, projects associated with higher-risk offtakers become more attractive to a broader spectrum of investors. Developers can access capital from sources that may otherwise deem the project too risky, such as impact investors, regional banks, and non-traditional financiers looking for diversified opportunities. This expanded investor base can lead to more robust funding rounds and increased financial stability for projects.

Streamlining Project Timelines

By providing reassurance to financiers about the creditworthiness of offtakers, our insurance speeds up the approval processes and reduces the time from project conception to realization. Faster project timelines translate into reduced holding costs and quicker returns on investment, significantly impacting overall project efficiency and profitability.  

Success Stories: Revisiting “Musical Solar” A Strategic Utilization of Offtaker Default Credit Insurance

Overview

Musical Solar, recognizing potential financing hurdles due to their diverse offtaker base, proactively engaged Energetic Capital for offtaker default credit insurance prior to approaching financiers. This foresight was aimed at enhancing the creditworthiness of their projects from the outset.

Strategy

By integrating Energetic Capital's credit insurance early in their financial planning process, Musical Solar preempted concerns related to non-investment grade and unrated offtakers, facilitating smoother and more receptive financing discussions.

Outcomes

• Efficient Financing: The anticipation and mitigation of risk streamlined the financing process, leading to quicker fund acquisition.

• Improved Terms: Risk reduction enabled better loan conditions and lower interest rates.

• Broadened Project Scope: Insurance coverage made more projects financially viable, expanding Musical Solar’s operational reach.

• Increased Confidence: Early insurance engagement boosted investor confidence, attracting more robust financial backing.

Impact

Musical Solar's proactive approach exemplifies how strategic financial planning with Energetic Capital's credit insurance can effectively secure and optimize project financing in the solar industry.

Looking ahead, Energetic Capital aims to broaden the impact of our credit insurance solutions, enabling even more developers to tap into previously inaccessible markets. By continually refining our offerings, we anticipate supporting projects in emerging technologies that have historically been overlooked due to financial constraints. This expansion will not only diversify the types of projects we facilitate but also contribute to the global growth of renewable energy adoption.

Empowering Solar Developers with Strategic Financial Tools

As we have explored throughout this article, Energetic Capital's offtaker default credit insurance is more than just a financial product—it's a strategic asset that empowers solar developers to navigate the complexities of the market with greater confidence and creativity. By enabling financing for a broader range of offtakers we help developers unlock new opportunities and tap into less competitive, higher-return markets.

The success of initiatives like those undertaken by Musical Solar underscores the transformative potential of our credit insurance. With Energetic Capital, developers are not only equipped to secure financing under challenging conditions but are also placed in a position of strength to negotiate favorable terms that enhance project viability and profitability.

Looking forward, Energetic Capital is committed to expanding the reach and impact of our credit insurance solutions. By continuously refining our offerings and extending support to projects in emerging technologies, we aim to foster a more inclusive and sustainable industry. We invite developers to partner with us in this journey.

This article explores how insurance, beyond its traditional role, serves as a powerful tool for reallocating financial risks in complex transactions. The piece delves into the strategic use of insurance in managing risks like forbearance and subordination in project finance. Key examples include the role of credit insurance in renewable energy tax equity and government-backed clean energy investments, highlighting how insurance can enable mutually beneficial agreements and drive progress.

Insurance provides financial protection that enables transactions to proceed. The simplest example is homeowners' insurance: to get a mortgage, the lender will require a home insurance policy. The same is true for auto loans, aircraft loans, and virtually every other transaction—insurance reallocates the risk of physical damage to make it possible.

There are more nuanced ways this plays out, where insurance can be used to reallocate financial risks. Insurance is also a vital tool that contractual counterparties rely on to allocate risks in commercial transactions.

In large mergers and acquisitions, representations and warranties insurance reallocates the risk that a party may breach a promise made in the contract. Errors and omissions insurance protects against the risk that a commercial counterparty makes a costly mistake during a business relationship. Credit insurance, often linked to risk mitigation, originated in early forms of trade credit insurance used post-World War II to manage recovery risks in cross-border trades.

Today, novel applications of credit insurance are emerging as risk allocation tools in complex project finance transactions. These developments create intricate intercreditor relationships, potentially leading to conflicts or disputes over seniority or forbearance. Credit insurance mitigates credit risk and reallocates forbearance requirements or subordination concerns, offering beneficiaries an alternative recovery path.

Two significant use cases for credit insurance are poised to revolutionize the energy transition.

Tax Equity Example

Tax monetization is the cheapest source of capital for renewable energy projects; projects simply do not move forward without it. It is cheap, but there are strings attached. Investors in tax equity in front-levered transactions require lenders to execute forbearance agreements. In the event of an offtaker default, lender foreclosure could be deemed a "disposition" of energy assets, triggering Section 50 recapture. Tax equity investors prefer back leverage structures, where lenders do not issue debt at the project level, eliminating the need for a forbearance agreement. While lenders may accept this, it could weaken their security position. Back leverage is not always feasible, but credit insurance can provide lenders with additional protection, offering comfort to those agreeing to forbearance by providing an alternative path to recovery in the event of default.

Government Example

Government has long been a facilitator of clean energy investment, but the Inflation Reduction Act has taken this to a whole new level. There are multiple ways that the federal government is funding projects. This capital is often cheaper, but like tax investment, there are strings attached. Government entities must always be senior and cannot be subordinate to other cash flows. Creditors working with the government can use credit insurance to strengthen their "security package." The government may accept Pari-passu or subordinate positions if insured revenue streams offer reasonable repayment assurance.

At Energetic, we take the view that insurance can be an enabler rather than a mere requirement. By reallocating risks among parties in complex transactions, insurance helps all stakeholders reach mutually agreeable terms. Insurance balance sheets are prepared to assume these risks, but market acceptance of these solutions is crucial to increasing deployment and facilitating progress. If you are encountering a roadblock in transactions due to forbearance, seniority, or credit risk in general, reach out to see if we can provide a solution.

Energetic Capital partners with solar developers to integrate credit insurance solutions early in the financial planning process, enhancing creditworthiness and securing favorable financing terms. This proactive approach, exemplified by the success of Musical Solar, can help lower credit spreads, improve debt service coverage ratios, and increase levered IRR. Engaging early with Energetic Capital empowers developers to negotiate from a position of strength, reduce financial risks, attract a broader pool of investors, and streamline the financing process.

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Every solar developer enters the capital market aiming for the best possible financing terms, yet many find themselves constrained by the harsh realities of credit ratings and lender preferences. What if you could change the game before it even begins?

Energetic Capital has collaborated with top developers and lenders in the commercial & industrial ("C&I") segment, as well as the largest project finance banks, to enhance credit and unlock deployment. We understand the common pitfalls. This post outlines how our credit insurance products can be a game-changer, setting the stage for more favorable financial negotiations. Let's go behind the curtain to reveal how we work with sponsors proactively to get the 'investment grade treatment' for your portfolio and bypass the usual IG vs. non-IG pricing and debt sizing penalties.

The Power of Early Engagement with Energetic Capital

Why wait for the market to dictate terms when you can set them yourself?

Energetic Capital's early engagement strategy empowers developers by integrating robust credit insurance solutions at the outset of the financial planning process. This approach not only mitigates risk but also positions your project in the best possible light to financiers, encouraging terms that are favorable rather than merely acceptable. Our early engagement is not just about preparation—it’s about setting the stage for success.

Case Study: The Proactive Approach of Musical Solar

Background

Musical Solar, a C&I solar project sponsor, controls a portfolio of renewable assets with a diverse set of offtakers, including unrated small and medium businesses (SMBs), large non-investment grade (non-IG) entities, investment grade (IG) offtakers, and municipal, university, school, and hospital (MUSH) institutions. Aware of the potential complications in financing such a mixed credit portfolio, Musical Solar recognized the necessity of a unique approach to secure favorable capital market conditions. (Trust us, we know all sponsors think the 'but it’s a diverse portfolio' mindset will work… until it doesn’t.)

Challenge

The primary challenge for Musical Solar was the perceived risk associated with their non-IG and unrated SME offtakers. Typically, such a credit mix could lead to higher credit spreads, more stringent debt service coverage ratios, and non-IG/IG bucket allocations, adversely affecting the cost of capital and the project's overall financial attractiveness to banks. Some lenders may exclude higher-risk credits altogether, leaving Musical Solar with a partial solution.

Solution

Before approaching the bank market, Musical Solar engaged Energetic Capital to explore credit insurance solutions that could enhance their portfolio's creditworthiness. Together, we analyzed the portfolio’s known and expected composition, forecasting potential shifts in credit profiles. This collaborative effort led to a structured and customized credit insurance plan designed to cover the entire portfolio.

Implementation

With the credit insurance structure outlined, Musical Solar integrated this strategy into their Capital Market Information Memorandum, which was then presented to potential financiers. The inclusion of a non-binding price indication based on the expected portfolio composition was a strategic move. It allowed Musical Solar to assertively demand investment-grade financing terms for the entire portfolio, underpinned by the anticipated placement of the credit insurance policy.

Outcome

This proactive approach yielded significant benefits:

• Lowered Credit Spreads: The perceived reduction in risk led to lower credit spreads, decreasing the overall cost of capital.
• Improved Debt Service Coverage Ratios: With better credit terms, Musical Solar achieved more favorable debt service coverage ratios across all projects within its portfolio.
• Flexibility: Proactive engagement with Energetic set a precedent in the financing relationship. Credits and projects that may not have been acceptable in the past were now 'in bounds,' bolstering pipeline development.
• Increased Levered IRR: The net effect, even after accounting for the insurance premium, was a higher levered internal rate of return (IRR), enhancing the project's investment appeal.

Comparative Analysis

Contrast this with situations where sponsors approach Energetic Capital after initial bank discussions. Often, these sponsors find themselves forced to accept whatever terms are available, with credit insurance seen as a last-minute necessity rather than a strategic advantage. The economic benefit in such reactive scenarios is minimal—often just enough to get the deal across the finish line.

Conclusion

Musical Solar’s case exemplifies the strategic power of early engagement with credit insurance solutions. By anticipating financial hurdles and integrating Energetic Capital’s credit enhancement early into their financial planning, Musical Solar not only navigated the complexities of their diverse portfolio effectively but also set a benchmark for others in the industry. This approach demonstrates that with the right strategies, solar developers can indeed control their financial destinies and achieve optimal outcomes in the capital market.

How to Implement This Strategy

Now that you've seen the substantial benefits Musical Solar gained through proactive engagement with Energetic Capital, you might be wondering how to implement this strategy for your own projects. This section will guide you through the essential steps to engage with us early in your financial planning process. From initial consultations to crafting a tailored credit insurance strategy, we'll ensure you are equipped to negotiate from a position of strength.

Initial Contact

1. Reach Out: Connect with us through multiple channels:
   1. Website: Visit the Energetic Capital website and use our contact form to get in touch.  
   2. Email: Send us a direct email to start the conversation about your project needs.
   3. LinkedIn: Contact us via LinkedIn for a more personalized engagement.
   4. Application Portal: Utilize our application portal to submit your project information directly to our underwriting team.
2. Submission to Underwriters: Once your information is submitted, our underwriting team will review your project details and reach out to you for an initial discussion.

Preliminary Review and Confidentiality

1. Initial Discussion: During our first conversation, we will explore the basic parameters of your project. The primary goal is to isolate the key performance indicators that a credit insurance policy will support and demonstrate value. If both parties see potential in proceeding, we will move forward by signing Non-Disclosure Agreements (NDAs) to ensure all shared information remains confidential.
2. Portfolio Review: Our team will conduct a thorough review of your project model, focusing on:
   1. Offtake Counterparties: Understanding who they are, their creditworthiness, and their market positions.
   2. Project Locations: Analyzing geographic factors that might affect project viability.
   3. Project Economics: Considering the specific revenue streams, eligible incentives, annual expenses, and rough debt sizing (akin to our coverage schedule).
   4. Future Projections: Understanding that your portfolio is dynamic, we will also consider future expansions—such as the planned addition of [25] megawatts over the next 12 to 18 months.

Proposal Development

1. Indicative Proposal: After gaining a preliminary understanding of your portfolio, Energetic Capital will compile an indicative proposal. This document, also known as a Non-Binding Indication (“NBI”) will detail:
   1. Insurance Coverage Structure: Outlining how the coverage will be structured to meet your specific needs.
   2. Indicative Quote: Providing a preliminary, non-binding quote based on the current and expected composition of your portfolio.

Finalizing the Strategy

Once you have reviewed the indicative proposal and expressed interest in proceeding, we will finalize the details of the coverage and work closely with you to integrate our credit insurance into your financial planning effectively. This collaboration ensures that when you approach banks or other financial institutions, you do so with a strong backing and a clear strategy for securing favorable terms.

By following these steps, you can position your solar projects for financial success, maximizing leverage and minimizing risks through strategic use of credit insurance.

Benefits of Taking Control Early

Engaging early with Energetic Capital not only positions your solar projects for better financing terms but also instills a strategic advantage that can significantly impact the overall success of your ventures.

Here are the key benefits of taking control of your financial strategy at an early stage:

1. Enhanced Negotiating Power: By exploring credit insurance before approaching lenders, developers can negotiate from a position of strength. This often leads to more favorable terms such as lower interest rates and better loan conditions.
2. Reduced Financial Risks: Early engagement helps identify and mitigate potential financial risks, ensuring that your projects are seen as less risky by lenders. This perception significantly reduces the cost of capital.
3. Broader Financial Opportunities: With an investment-grade portfolio, developers can attract a wider pool of investors and lenders, including those who might only consider highly-rated projects.
4. Streamlined Financing Process: Knowing the financial landscape and having the necessary insurance in place simplifies the entire financing process, making it faster and more efficient.

Conclusion

The case of Musical Solar illustrates the profound impact that proactive financial planning can have on the success of a capital markets process. This proactive approach is more than just preparation—it's about transforming potential financial challenges into opportunities for success.

At Energetic Capital, we are committed to empowering developers to take control of their capital market processes. By integrating our credit insurance solutions into your financial planning early, you ensure that your projects are positioned advantageously in the competitive market landscape. We invite you to connect with us and explore how we can help you transform your financial strategies and achieve the best possible outcomes for your projects.

In the energy sector, projects that don't fall under utility-scale or residential categories are typically classified under the catch-all segment of commercial and industrial (C&I). This broad classification can obscure the nuanced differences within the segment. In prior blog posts, we explore the shift to "true C&I" and the various challenges in financing these projects. Developers must collaborate with financing partners who understand the nuances of C&I. Rigid underwriting in C&I financing overlooks the unique aspects of each project, often disregarding potential revenue streams and resulting in sub-optimal financing terms for sponsors.

Financiers determine how much to lend based on the Cash Flow Available for Debt Service (CFADS) after a project has covered all relevant operating expenses and senior investors, like tax equity. They apply a Debt Service Coverage Ratio (DSCR) to decide the amount to advance against expected CFADS, a process often referred to as "Debt Sizing."

Determining CFADS & Debt Service Payments

Inputs:

• Revenue  
• Expenses (including any Tax Equity Distributions)
• Debt Service Coverage Ratio (“DSCR”)

Formula (annual figures):                                              

CFADS = sum(revenue) minus sum(expenses)

Debt Service = CFADS / DSCR

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Key Inputs to Determine Total Proceeds 

1. Amortization Period: The total length of time it takes to repay a loan in full through regular payments.  
2. Interest rate: The cost of your loan as proposed by your Financier.
3. Term: The length of time until the loan is due and must be fully repaid.*  
4. Debt Service Payments: The amount of money required to cover the repayment of interest and principal on a debt over a specific period.

*In the event the Term is shorter than the Amortization Period, this is typically called a “Mini-Perm” structure where a balloon payment would become due.

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When determining a project’s expected CFADS, financiers have discretion over what qualifies as "eligible revenue." For example, some lenders may exclude revenue from storage assets due to concerns about battery performance risks. This practice reduces the revenue a sponsor can use to repay debt, limiting total proceeds. Additionally, debt proceeds are impacted by financing terms. Some lenders arbitrarily limit amortization periods, meaning contracted revenue sources may not be fully accounted for, regardless of their contracted term.

Consider a project that includes installing electric vehicle (EV) charging stations. Traditional lenders might disregard cash flows from these charging stations as repayment sources because they lack long-term contracts. However, the rising demand for EVs and increased usage of charging stations indicate significant revenue potential over time. If financiers were to credit even a small portion of this revenue stream — using a Debt Service Coverage Ratio (DSCR) of 2.0x, for example — it could substantially boost the proceeds available to the project sponsor. This additional credit could be the deciding factor between the project's success or failure due to insufficient funds.

Standard underwriting for C&I solar projects often follows a checklist approach with predetermined values or assumptions for the inputs above. Rigid underwriting reduces debt proceeds by not considering each project's unique aspects, leading to suboptimal financing outcomes due to a lack of risk-adjusted flexibility and a one-size-fits-all approach that overlooks specific project variables.

To illustrate this, let's consider Donnie the Developer, who is working on a project that includes solar, storage, and EV charging. While the solar and battery assets are fully contracted for 20 years, the EV charging revenue is not contracted. The financing parties, constrained by their underwriting manual, set amortization at "the lesser of 15 years or 80% of the contract term," which arbitrarily results in a 15-year amortization period. Additionally, the lender excludes any revenue from EV charging.

Donnie’s proceeds are significantly limited by these rigid practices. Adopting a more nuanced approach would substantially increases his proceeds. First, amortization could be allowed for the full contracted term, considering that the useful life of these assets exceeds 20 years. Additionally, financing parties could apply a more conservative DSCR of, say, 2.0x specifically for EV charging revenues, providing some credit for this cash flow. As a result, Donnie could see a significant increase in total debt, potentially by 10% or more.

This flexibility enhances financial outcomes for Donnie by increasing project feasibility and attracting broader access to capital. By tailoring financing terms to the unique aspects of each project, Energetic Capital ensures developers like Donnie can optimize their projects, secure necessary funding, and contribute to the growth of sustainable energy solutions.

Small to mid-size C&I projects have always struggled to obtain financing from tax equity.  Utility-scale projects have historically utilized the partnership flip structure, and in recent years have started to explore inverted lease structures more. Residential rooftop portfolios have almost exclusively used partnership flips and inverted lease as the preferred form of structure to raise tax equity. On a stand-alone basis, however, small to mid-size C&I projects cannot support the transaction costs that these more complicated structures carry.  This often results in developers aggregating projects into a portfolio and selling them into a single tax equity partnership or utilizing a sale leaseback structure for individual projects. In this post we outline the pros and cons of the prevailing tax equity structures and the emergence of transferability in an attempt to surface the reasons for a perceived bottleneck in tax advantaged capital in C&I projects.

When comparing the three structures, each has its advantages and disadvantages:

All three cases present unique challenges for C&I developers, but at the root are two main issues: size and standards.

There is not enough juice in the squeeze. Smaller projects cannot sustain the costs of setting up and administering complex tax equity structures like P-Flips or inverted leases. Sale lease backs present an interesting opportunity, but most of the banks with tax capacity and the capability to underwrite project finance have minimum size and sponsor standards that preclude many C&I developers.  

Underwriting standards are high. The stakeholders making tax investments are generally risk averse. The majority of tax equity transactions are underpinned by investment grade rated offtakers. In some ways this is a product of complexity; having a credit counterparty that is perceived as a strong credit “simplifies” an otherwise complex process. However, most C&I offtakers do not meet this credit standard.  

The complexities of various tax equity structures have led many developers to sell tax credits generated by the project. Contractually this is a simple approach, but it does not allow for a fair market value step-up nor does it confer any depreciation benefits on the purchaser. Some projects are pursuing hybrid structures (known as “T-flips”), but the real issue is a supply-demand mismatch: there are more projects than tax advantaged capital can support. This causes a flight to simplicity and perceived quality... in other words: size and standards!  

The solar energy industry has experienced rapid growth in recent years, fueled by both the increasing demand for sustainable energy sources and financial incentives like the Inflation Reduction Act. However, solar developers often encounter a significant pain point: their businesses outgrow the financing capacity of the local and regional banks that provided their initial capital. The mismatch between the pace of project development and the availability of financing is causing developers to focus on shopping for financing rather than developing pipeline, which is hindering the industry's overall progress and impacting the developers’ bottom line.

For example, one solar developer we’ve spoken with is expanding nationally and its current pipeline is more than twice the MW in its current portfolio.  This developer is struggling to find new financing partners that can scale with it. We’ve also recently spoken with another developer in search of new financing for a similar reason: its growing portfolio of projects is approaching the legal lending limit from a regional bank to a single sponsor. Without sufficient capital reserves or access to alternative funding sources, developers may be forced to accept less favorable financing terms from larger banks.

Energetic Capital offers financing solutions to overcome challenges like these. Energetic’s loans can start as low as $5M and scale to $50M or even $100M over time, empowering developers to scale with a single source of capital while owning their projects. We offer time-based facility structures that allow for flexible draw periods with terms that can improve with time and scale.  Energetic Capital will work with developers to ensure that they can grow their portfolio without having to sell projects for the liquidity needed to scale.