Lessons Learned in Developing and Financing a Green Hydrogen Project 2021
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Key Contacts Publications and Events • Panel Discussion: Hydrogen, the missing piece to a fully decarbonised economy? MENA Future Energy & Decarbonisation Summit February 2021 Dan Feldman, Partner • Africa and a green hydrogen economy February 2021 Samuel Ogunlaja, Senior Associate • Hydrogen – is it the Answer to Clean Energy? October 2020 Dan Feldman, Partner • Panel Discussion: Green Hydrogen - electrolysis, ammonia and other e-fuels IRENA Virtual Innovation Week October 2020 Dan Feldman, Partner 2
NEOM / ACWA / Air Products’ Green Hydrogen Joint Venture Background to the Project Announced June 2020 Scheduled to be onstream in 2025 Involves 4 GW of captive greenfield 2 GW of electrolysis using wind and solar generation Thyssenkrupp technology Located in NEOM, a new US$500 billion To produce 1.2 million tons per year of green city being developed in Northwest Saudi ammonia using Haldor Topsoe technology Arabia, bordering Jordan and the Red Sea Air Products to offtake 100% of green ammonia NEOM, ACWA and Air Products for distribution around the world to produce each own 1/3rd of the Project green hydrogen for transportation market 3
NEOM / ACWA / Air Products’ Green Hydrogen Joint Venture Highlights of the Project Currently, electrolyser facilities are smaller than Joint venture with Air Products and ACWA Power 100MW, just 5% of the scale of NEOM’s US$5 brings together hydrogen and renewables billion plant making it the world’s largest expertise. electrolyser facility The sites are abundant with solar and wind NEOM’s future city will have zero net carbon potential and the regulatory environment is emissions, powered entirely by renewable energy facilitative of the Project Green ammonia is expected to be transported by Air Products to Germany, Japan, South Korea and the U.S. 4
Background to the Project 5
NEOM / ACWA / Air Products’ Green Hydrogen Joint Venture But what is ‘green’ hydrogen? H2 produced entirely from zero carbon renewable energy. It is also zero-carbon at point of use. EU hydrogen demand is forecast to be 16.9 Hydrogen is the universe’s most common million tons per year by 2030 and nearly 75% element. It is lightweight yet energy-dense, will need to be imported and transportable in liquid form as ammonia and methanol The German government has said that most of its hydrogen will need to be imported, and only ‘green’ Hydrogen has numerous applications, hydrogen is sustainable in the long term including as fuel cells in the transport sector. Ships, cars and other vehicles are able to be powered by hydrogen fuel cells Japanese and South Korean governments have said all hydrogen imports must be carbon-free by 2030 Green ammonia is the first scalable medium, or energy carrier, for the export of one country's OPEC now estimates peak oil within 20 years as the renewable power generated resources to energy transition to zero-carbon based sources another accelerates 6
Key issues Construction and Interfacing Power and Water Supply Technology • Highly integrated: Large number of • Clean sources: Electricity used for • Due diligence: Electrolysis application components creates potential interface production needs to come from at utility scale is novel. Of the two risk during both construction and renewable sources, with zero (or competing technologies (alkaline and operations phase extremely little) “grey” power being polymer electrolyte membrane (PEM)), used in the production process PEM is considered by some to be most • Scale: No green hydrogen projects attractive but it is less well-proven, have been built to scale. Pilot projects • Reliability: Renewable energy is which may impact technical diligence aimed at identifying areas for naturally intermittent. Most projects will during financing of PEM-based projects optimisation are running in parallel require power from multiple sources to ensure plant utilisation rates can satisfy • Access: There are a limited number of • First-mover advantage: Developers IRR hurdle rates. Ammonia requires a licensors for equipment at scale need to move quickly to secure market constant supply of electricity and share and ensure equipment supply requires access to stored power or grid • Financing: Licensing agreements for connection electrolysis and ammonia production • Risk allocation: Need to target single- technology must be bankable. Due to point construction and appropriately • Access to water: A large volume of the uncertainty of the energy sector allocate risk away from the project fresh water is required for electrolysis. over the long term, developers and company and across the supply chain Projects without access to proximate lenders will focus on potential ‘stranded fresh water supply will require asset’ risk • Financing strategy: Developers may desalination plants. Carbon emitted separate elements of supply chain into during desalination process will be separate financings (i.e. utilities and attributed to the hydrogen electrolysis plant) 7
Key issues Regulatory Offtake H Land • Marketability: International regulations • Market risk: There is currently no • Availability: Greenfield green setting criteria for ‘green’ hydrogen do merchant market for green hydrogen hydrogen projects involve a not yet exist. We expect all aspects of and developers and lenders may not combination of elements and therefore the supply chain will be taken into accept the associated exposure. To be significant vacant land mass. This can account in determining the carbon considered bankable, green hydrogen impact due diligence if multiple land content. First mover developers have to projects will require long-term, fixed acquisitions are involved be extremely conservative to ensure so price offtake contracts with as to not inadvertently exclude creditworthy offtakers, structured on a • Location: The quality and reliability of themselves from a particular market take-or-pay basis the renewable energy sources will be a key determinant in the cost and • Power and water supply: Power and • Limited offtaker pool: There is a limited therefore overall IRR. Extensive water supply is often highly regulated. pool of creditworthy offtakers with the meteorological forecasting will be Renewable electricity taken from a grid risk appetite and downstream required to ensure the requisite will need to be recognised as green in distribution network to offtake green renewable energy levels and therefore the end markets (Europe may require hydrogen at utility scale projections can be met single-purpose renewable projects for hydrogen) • Production uncertainty: It is difficult for • Commerciality: The best renewable producers to commit to steady and energy sites may not be conveniently • Jurisdiction: Investors and lenders may predictable production profiles because located near other essential project seek change in law or stabilisation of the reliance on renewable power infrastructure such as transmission protection, unless the jurisdiction has a sources, making volume commitment infrastructure, roads and ports. strong track record for the development arrangements complex Maximising renewable energy potential and financing of large scale industrial may need to be weighed against other and renewables projects logistical and commercial considerations 8
ABU DHABI AUSTIN BEIJING BRUSSELS DALLAS DUBAI FRANKFURT HONG KONG HOUSTON LONDON MENLO PARK MILAN** NEW YORK PARIS RIYADH* ROME** SAN FRANCISCO SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO WASHINGTON, DC Copyright © 2021 Shearman & Sterling LLP is a limited liability partnership organized under the laws of the State of Delaware. Shearman & Sterling (London) LLP is a limited liability partnership organized under the laws of the State of Delaware for the practice of law in the United Kingdom. Shearman & Sterling is a partnership organized under the Hong Kong Partnership Ordinance and registered with the Law Society of Hong Kong for the practice of law in Hong Kong. Shearman & Sterling LLP practices in Italy in association with Studio Legale Associato Shearman & Sterling. Shearman & Sterling LLP operates in association with The Law Firm of Dr. Sultan Almasoud for the practice of law in Saudi Arabia. *The Law Firm of Dr. Sultan Almasoud in association with Shearman & Sterling LLP. **Shearman & Sterling LLP practices in Italy in association with Studio Legale Associato Shearman & Sterling. Partners in the Rome and Milan Offices are partners in Studio Legale Associato in Associazione con Shearman & Sterling.
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