Energea Portfolio 2 Reports Six Brazilian Solar Acquisitions; Five Memos Detail Fees and Open Environmental Items

Energea Portfolio 2 LP, the Brazilian solar fund offered to retail investors under Regulation A through the Energea platform, reported the acquisition of six operating solar plants from Victory Hill Holdings Brasil S.A. in an offering circular supplement filed October 13, 2026, and filed Form 1-U project memos for five of them the same day. The five memos put total project financing at $7,717,602 for 9 MW AC of capacity (Itaguaí I, II and III, Nova Friburgo I and Vassouras I, all in the state of Rio de Janeiro), with sponsor-projected owner IRRs of 15.5 to 17.4 percent in dollars, developer fees of $363,481, and open environmental items at four of the five. The supplement lists the sixth plant, Paraíba do Sul, at 2.5 MW in its AC-capacity column, with $65,849 invested and a memo still to come.

What the filings show

Each memo records a quota purchase agreement dated September 1, 2026 under which the fund buys all the quotas of the project company from Victory Hill Holdings Brasil S.A., "free and clear of any and all liens and encumbrances", a term of the agreement as the memo summarizes it rather than a status AltStreet has verified. The memos describe the fund as "acquiring" each project and state no closing date separate from the agreement date; the supplement's schedule of projects owned as of September 30, 2026 lists all six, which is the basis on which AltStreet describes the purchases as completed. Purchase prices are stated in reais on every memo, from R$1,169,017 for Nova Friburgo I to R$21,689,996 for Vassouras I, R$34,660,878 across the five.

The filings carry two dollar measures of the deals, and they are not the same thing. The memos' "total project financing", $7,717,602 across the five, is each project's capital budget: acquisition cost, hard, soft and additional costs, and a developer fee. The supplement's "amount invested" as of September 30, $6,730,268 for the five and $6,796,117 with Paraíba do Sul, is narrower. By AltStreet's arithmetic, each supplement figure equals the memo's acquisition cost in reais converted at about R$5.59 per dollar, excluding the developer fee and other costs, while the memos convert at about R$5.12 to R$5.20. The filings do not state this reconciliation. Neither figure is the purchase price, which the memos give only in reais, and the memos' acquisition cost lines run above the agreement prices by amounts the memos do not explain.

The developer fee line totals $363,481, from $12,259 on Nova Friburgo I to $227,458 on Vassouras I, 4.6 to 4.7 percent of each project's total. The memos label the line but do not name its recipient. The fee is manager-associated: the fund's manager is Energea Global LLC, Energea entities held the site leases from 2019 and 2021, before the plants were built, and Energea Brasil Operações Ltda. operates and maintains four of the five. The fee's existence does not by itself establish anything about how the purchase prices were set.

The returns are the manager's. Each memo states a "nominal after-tax IRR of [the project]'s sponsor equity investors" in dollars and in reais (16.36 and 19.19 percent for Itaguaí I), from Energea's investment committee model, with annual forecasts through 2035 in an exhibit. These are project-level equity returns to the fund as owner, after Brazilian taxes. The memos do not say whether they are before or after the fund's own fees to Energea Global or any carried interest, do not state the exchange-rate path behind the dollar and real figures, and do not say whether a terminal value is included. They are not expected net returns to fund investors.

The plants are sold two ways: Itaguaí I and II to a corporate offtaker each (the retailer Casas Pedro and the Casa Shopping condominium), and Itaguaí III, Nova Friburgo I and Vassouras I through equipment leases to an Energea-controlled shared-generation consortium that allocates the output as credits to its members, at initial rents of R$58,293 and R$576,416 a month for the two newer plants.

The open environmental items are of three kinds. Monetary balances: a R$21,690.81 balance under an environmental compensation agreement (TMC) is reported outstanding at each Itaguaí plant. Missing evidence: for Itaguaí II and III the memos say evidence of the 400-seedling donation under tree removal permit PJ026/2021 "was not identified", an evidence gap rather than a finding that the donation was not made; Itaguaí I's was discharged in September 2026. A pending license: Vassouras I, the largest of the five, "is currently operating without an Operational License", with the application pending, and owes a 600-seedling donation. The memo calls the project "largely compliant" and says Energea's consultant is supporting regularization; it does not say what the license's absence means for the plant's operation, revenue or exposure to penalties, and no memo says whether the seller or the fund bears the cost of any open item. Nova Friburgo I reports none.

Background

Energea announced in June 2021 that VH Global Energy Opportunities plc, a London-listed investment trust advised by Victory Hill Capital Advisors LLP, had committed $63 million to co-invest with Energea in Brazilian distributed solar, with 18 ready-to-build projects identified across ten states including Rio de Janeiro. The seller in the September agreements is a Brazilian company, Victory Hill Holdings Brasil S.A.; the memos do not describe its relationship to the trust or its adviser, and nothing in the filings or the 2021 release establishes that these six plants were among the eighteen. The memos do not say why the seller sold or how the prices were set.

Supplement No. 1 restates the fund's property schedule: $30,999,316 invested across its acquisitions since 2019 and $30,520,165 in projects owned as of September 30, 2026. AltStreet's Energea review covers the four portfolio funds, Portfolio 2's audited 2025 annual report and its fee and rescission disclosures.

Why it matters

For Portfolio 2 investors the purchases add operating plants rather than development projects, bought from the former owner of assets Energea developed and operates, at prices negotiated by the fund's manager, with a manager-associated developer fee on each. The returns are the sponsor's projections at the project level, not net fund returns. What the memos leave unstated is the operational meaning of Vassouras I's pending license and who pays for the obligations that remain.

What the filings do not show

The memos state purchase prices in reais but not the seller's original cost or an independent valuation of any plant. They do not say how the fund funded the purchases, whether the environmental items were priced into them, or who bears them. The Paraíba do Sul memo had not been filed as of October 14, 2026. AltStreet read the five memos, their forecast exhibits and the supplement in full; the Vassouras memo names the seller once as "Victory Hill Holdings S.A." and elsewhere as Victory Hill Holdings Brasil S.A. AltStreet has not asked Energea or Victory Hill for comment.