Orrick Advises Greenworks Lending on Its First Rule 144A C-PACE Securitization


Orrick advised Greenworks Lending, as sponsor on its first Rule 144A Commercial PACE securitization through an issuance by its affiliate, PACEWell 5 LLC. The offering, valued at $173.2 million in securities, is backed by commercial property-assessed clean energy (PACE) assets. PACE assets are repaid through local tax assessments on properties owned by borrowers who want to finance renovations to reduce carbon emissions, increase energy efficiency, enhance climate or seismic resiliency, conserve water, install renewable energy systems and similar improvements. The transaction consists of an initial collateral pool of $116.1 million of C-PACE assets and up to $49.7 million of C-PACE assets to be acquired post-closing.

The notes will benefit from several layers of credit enhancement, including initial credit enhancement in the form of subordination, a liquidity reserve account, and an interest supplement account. The assets are secured by PACE assessments on properties in various states. DBRS Morningstar Ratings rated the Class A Notes “AAA,” the Class B Notes “AA,” and the Class C Notes “BBB.”

Based in Darien, Connecticut, Greenworks Lending is a private commercial PACE provider that focuses on financing the real estate market. Greenworks Lending was recently acquired by Nuveen earlier this year, after several years of Nuveen investing in Greenworks’ C-PACE securitizations. Greenworks Lending was also the first-ever to complete a securitization of C-PACE assets when it completed a $75 million deal in 2017, where Nuveen was the lead investor and Orrick was Issuer counsel. The transaction joins a wave of other sustainability-focused deals in the ABS market as the year comes to a close.

Orrick represents the majority of C-PACE issuers and residential PACE issuers in the capital markets. Our team has advised these clients on several completed commercial PACE securitizations and residential PACE securitizations secured by PACE assessments in various states.

Orrick’s Structured Finance team was led by partner Leah Sanzari and included Thomas Mitchell, Steve Jackson, Dora Mao, Elizabeth Elias, Rich Paladino, and Pariya Ghafoori, among others.