Article/Intelligence
UPDATE 2: ORIX Re-Enters Deal to Transfer 17.5% Stake in Greenko Energy to AM Green Power B.V. for $1.28B; Co. to Also Invest in Convertible Notes Issued by Parent of AM Green Power
Mon Jun 30, 2025 12:10 AM ET: Japanese diversified financial services group ORIX Corp. announced today, June 30, that on June 29, it decided to reenter into a share transfer agreement to sell 17.5% out of the 20% shareholding in Greenko Energy Holdings Ltd. to AM Green Power B.V. for $1.282 billion. AM Green Power is a wholly owned subsidiary of AM Green B.V. (AMG) which was established by the founders of Greenko.
Additionally, ORIX also decided to reenter into an agreement to invest in the convertible note issued by AM Green (Luxembourg) S.à.r.l (AMG Lux), the parent company that holds all shares of AMG on the same day. The total amount of the convertible notes issued is approximately $731 million.
Previously, on April 25, ORIX had terminated its Jan. 20 share transfer agreement to sell its entire shares held in Greenko Energy Holdings Ltd., to AM Green Power B.V., as conditions precedent to the proposed transaction had not been satisfied, as reported.
ORIX plans to complete the partial transfer of Greenko shares and underwriting of the convertible notes by July end.
ORIX expects to record a gain on the sale of approximately 93.4 billion Japanese yen ($647.4 million). This (includes the valuation gain on the 2.5% stake which ORIX will continue to hold in the consolidated financial statements in the second quarter for the fiscal year ending March 31, 2026.
UPDATE 1: Greenko Promoters Set To Sign $660M Loan Deal As Early As Jun. 27 To Fund Orix Partial Exit; Put Options With Orix Finalized; GIC, ADIA To Have ROFO on Shares Pledged For Loan
Thu Jun 26, 2025 05:53 AM ET:
Promoters of Greenko Energy Holdings are set to close the $660 million facility with private credit investors led by SeaTown Holdings as early as tomorrow, June 27, to fund the share buyback from Orix Corporation, a source close and a source familiar with the development said.
Orix Corporation owns 20% in the company and is offloading a 17.5% stake in the company.
The two-year facility priced at 14% all-PIK is being raised at AM Green Power BV, a sister company of Greenko with the same promoters, as reported.
The founders have also completed the negotiations with Orix related to a put option that has been included as part of envisaged plan to facilitate Orix’s phased exit from Greenko, the sources said.
As part of the discussions, for Orix to exit its direct shareholding in Greenko, the Japanese company can exercise a put option, 24 months after Greenko promoters buy out a 17.5% stake, to sell its remaining 2.5% stake to the founders for $180 million, the sources said.
As Octus reported, the founders – Mahesh Kolli and Anil Chalamalasetty – had initially agreed to buy Orix’s entire 20% stake and had until April sought an around $800 million loan to finance the deal.
The loan failed to close as private credit funds continued to negotiate terms of the deal and subsequently, Orix announced on April 25 that the 20% stake sale had been terminated. The founders had since sought a smaller loan – commitment currently stands at around $660 million.
Additionally, Greenko founders have also negotiated with Orix a separate put option related to the latter’s investment in AM Green Power after exiting its direct shareholding in Greenko. In the original share sale agreement announced in January, Orix had agreed to use the 20% stake sale proceeds to invest $731 million convertible note issued by AM Green (Luxembourg) Sàrl, which holds all shares in AM Green BV., the immediate holdco of loan borrower AM Green Power BV, the sources said.
The convertible instruments issued to Orix will be convertible into AM Green (Luxembourg) Sàrl shares in five years or earlier in case of a liquidity event, both the sources said.
Despite the downsizing of the loan, Orix will still invest $731 million in the convertible notes, the sources said. However, the put option would allow Orix to exercise an option to sell $130 million notes back to the promoters 30 months after the notes’ issuance, as reported.
Liability for both the put options will be placed on AM Green (Luxembourg) Sàrl, the source close said.
Further, the $660 million loan is secured by a 25% stake in Greenko Energy, as reported. Of the $660 million, $550 million will be paid to Orix and the remaining $110 million will go towards refinancing promoter debt taken against their 8% stake in Greenko from Keppel Credit, the source close said.
GIC, a 58% shareholder in Greenko, and Abu Dhabi Investment Authority which holds 14.5% stake in the company will have the right of first offer in case the lenders decide to enforce the security and sell the shares in case of an event of default, the sources said.
The promoters plan to repay the $660 million loan and and fulfill payment obligations due to Orix’s put option exercises through equity raise in future at AM Green, the source close said.
Apart from SeaTown, other global private credit funds that are participating in the loan include BlackRock, Clifford Capital, Keppel Credit and Varde Partners. In addition, Investec and Sumitomo Mitsui Banking Corp may contribute $50 million and $25 million, respectively, as reported.
As Octus reported on May 26, Greenko’s management told investors during a site visit to its Andhra Pradesh Pinnapuram energy storage project that it expects to close the loan financing Orix’s partial exit by the end of June.
Greenko did not respond to requests for comment.
Original Story 6:29 a.m. UTC on June 6, 2025
Greenko Promoters Discussing Put Option Terms to Facilitate Orix’s Investment Exit
Founders of Indian renewable energy producer Greenko Energy Holdings are discussing with its 20% shareholder Orix Corporation terms of put options to be included for facilitating the Japanese company’s phased investment exit, a source close to and two sources familiar with the situation said.
As part of the discussion, for Orix to exit its direct shareholding in Greenko, the Japanese company can exercise a put option, 18 months after Greenko promoters buy out a 17.5% stake, to sell its remaining 2.5% stake to the founders for $180 million, according to the source close.
As Octus reported, the founders – Mahesh Kolli and Anil Chalamalasetty – had initially agreed to buy Orix’s entire 20% stake and had until April sought an around $800 million loan to finance the deal. The loan failed to close and Orix announced on April 25 that the 20% stake sale had been terminated.
The founders had since sought a smaller loan – commitment currently stands at around $660 million according to the source close and one of the sources familiar – to fund a 17.5% partial exit of Orix’s stake in Greenko, which is 58% owned by Singapore sovereign wealth fund GIC.
The source close said the founders are in the process of completing documentation work and meeting conditions precedent for the around $660 million two-year loan, which is being raised at Greenko’s sister company AM Green Power BV at a price of 14%-all PIK.
Additionally, Greenko founders are also discussing with Orix a separate put option related to the latter’s investment after exiting its direct shareholding in Greenko. In the original share sale agreement announced in January, Orix had agreed to use the 20% stake sale proceeds to invest $731 million convertible note issued by AM Green (Luxembourg) Sàrl, which holds all shares in AM Green BV., the immediate holdco of loan borrower AM Green Power BV.
Negotiations of the planned $731 million convertible notes investment are ongoing, according to the source close. And the put being discussed would allow Orix to exercise an option to sell $130 million notes back to the promoters 30 months after the notes’ issuance, the source close said.
As Octus reported on May 26, Greenko’s management told investors during a site visit to its Andhra Pradesh Pinnapuram energy storage project that it expects to close the loan financing Orix’s partial exit by the end of June. The loan’s closing, initially expected as early as January end, had been delayed several times due to investors’ concerns of Greenko’s excessive leverage, a lack of visibility of the loan’s repayment, delayed commissioning of the flagship Pinnapuram standalone pumped storage project and a weak deal structure as the loan will be secured by a 25% minority stake in Greenko, as reported.
The founder plans to partly repay the loan by bringing in an equity investor, likely a strategic one, at AM Green, as reported.
The promoters had to increase pricing to 14% all-PIK from 12% all-PIK in hopes for a mid-April close after prospective lenders – Davidson Kempner and Elham Credit – decided not to participate, as reported.
Global private credit funds like BlackRock, Clifford Capital, Keppel Credit, and SeaTown Holdings, have shown interest in participating in the loan. In addition, Investec and Sumitomo Mitsui Banking Corp may contribute $50 million and $25 million, respectively, as reported.
Greenko did not immediately respond to requests for comment.
Octus’ previous coverage of Greenko’s loan and Orix’s exit is HERE.