Energea LATAM Fund Discloses $2.94 Million in Solar Loans With Collateral Pledge Still Unsigned

Energea Portfolio 5 LATAM LP, the newest of Energea's four Regulation A solar funds, filed on October 28, 2026 the investment memo for its first two project loans. In August it lent the peso equivalent of $2,941,094 to Klima Invest S.A.S., a thinly capitalized Medellín holding company formed to own two solar plants of just under one megawatt each, at a fixed 18% a year in pesos for twenty years. One plant, Sabana de Torres, has operated since June 18; the other, Merecumbé, was built and inspected before its loan was funded and still awaits the utility's final interconnection approval. The memo, dated October 21, reports the collateral position as of October 20, ten weeks after the money went out: the pledge over the trust that holds the plants had not been executed, the chain of conditions that would perfect it was past due, the controlled bank accounts were not yet operating, new advances were paused and the Company had reserved its rights in writing on October 13.

Until the security is in place the Company relies on a guarantee from Klima's parent, Solenium S.A.S., which during this interim period extends to repayment of all advances on acceleration, and on blank promissory notes from both companies. The general partner's own analysis of that guarantor scores it 6.42 of 10, below its internal target of 8, and the memo's conclusion is plain: Solenium 'is not a standalone backstop for repayment of principal on demand'. Measured against the fund's June 30 balance sheet, the two loans equal 60% of its assets.

The two loans

The Master Loan Agreement, executed July 16 and dated as of July 15, is a platform rather than a commitment: the Company may decline any project, and the cap of $10 million is a ceiling it may raise. Each plant joins through its own project loan agreement. Both loans run twenty years from disbursement with monthly payments at 18.00% all-in, in Colombian pesos; the Company, not the borrower, bears the exchange rate. Scheduled debt service is about COP 848 million a year on each loan, COP 1.70 billion for the two. The first two payments, due September 8 and October 7, arrived on September 15 and October 13, each inside the five-business-day grace period. That is payment performance; it does not cure the overdue security conditions, which the memo records separately.

No offtaker is contracted. The plants sell at the wholesale spot price through Unergy Energía Digital, the sponsor and commercial representative, which collects the revenue before it reaches Klima and is not an obligor on the loans. The memo lists that pass-through among the principal risks, along with the unperfected security, the guarantor's thin balance sheet, the peso, and the fact that one founder group stands behind every role in the structure.

How well each plant covers its own loan is not stated; the memo prints no coverage ratio for either funded plant and says debt service is paid from Klima's pooled cash flow, backed by the guarantee. On the PLA memos' own 2027 inputs the answer is below one (AltStreet arithmetic): Sabana de Torres, at its modeled 1,967 MWh and the COP 500 per kWh community-solar rate the model assumes from January 2027, produces about COP 983.5 million of revenue and COP 245.4 million of listed operating expenses, roughly COP 738 million against COP 848.2 million of scheduled 2027 debt service, or 0.87 times before income taxes and levies; Merecumbé, at 2,045 MWh, about COP 778 million against COP 848.3 million, or 0.92 times. The pool also counts Klima's 50% interest in a third plant, Galapa I, under construction with a January 2027 target and modeled to contribute COP 282.5 million in 2027, which was contributed to Klima on October 19 as security for every loan after the Merecumbé advance was approved above the platform's 68% advance rate. The COP 500 rate is a modeled assumption; the representation contract with Unergy is not a power purchase agreement, and the memo lists the downside cases to be run as P90 generation, a lower spot price, a collection haircut for market defaults and a two-month settlement lag.

Where the security stands

The agreement allowed the loans to fund before the security was perfected, converting the usual conditions precedent into conditions subsequent, 'to allow operating Projects to be acquired on the sponsor's timetable'. A missed condition subsequent is an Event of Default that entitles the Company to demand prepayment. As of October 20 the memo states that the trust-chain conditions were past due, that the Company had reserved its rights on October 13, and that it was consolidating the open items, with new dates, into a single waiver-and-extension letter. The trust that holds the plants has a term the memo understands to end on or about November 10, 2026, and extending it depends on the same amendment the pledge is waiting for. Also unsigned at that date: the operations and maintenance agreement that would give the Company cure, assignment and step-in rights at each plant, and the schedule supplements under which the Company is already invoicing level payments. The sponsor was still confirming that a Ministry of the Interior determination on prior consultation with communities covers the Merecumbé plant.

The borrower, the guarantor and the group

Klima is the only obligor on every loan and was made for the purpose. Incorporated in 2024 as Unergo S.A.S., it was renamed and given an energy-investment object on June 19, 2026, four weeks before the agreement was signed. It is wholly owned by Solenium and, in the memo's words, 'fully debt-funded': its certified, unaudited statements at August 31, 2026 show equity of COP 56 million, about $18,000 at the disbursement rates. Its capacity to pay is the cash flow of the plants it holds.

Solenium, founded in Medellín in 2017 and 76% owned by Eduardo Ospina, built both plants, operates them and guarantees the loans. Its audited figures show revenue rising from COP 22.5 billion in 2023 to COP 71.1 billion in 2025 and net income of COP 0.9 billion in 2025; at June 30, 2026, on unaudited figures, liabilities were COP 124.56 billion against equity of COP 6.28 billion, about 5.0%, a balance sheet the memo says is dominated by project inventory and client advances. Operating cash flow was negative in 2024 and 2025 while the company paid COP 1.59 billion of dividends in 2025; in the first half of 2026 financial expenses absorbed about 91% of operating profit and revenue ran well below the 2025 pace, which the memo says Solenium has not yet explained. The general partner's credit analysis, dated July 1, 2026 on the audited statements, scores the company 6.42 of 10 with 18 of 28 tests passed, failing on equity to liabilities at 6.5% (the year-end 2025 figure, equity as a share of liabilities plus equity, by AltStreet's reconciliation), net debt to EBITDA, quick ratio and years of operation.

The guarantee itself has two layers, and they end at different times. Solenium is primary obligor for scheduled principal and interest on every payment date for as long as the guarantee stands. Until the conditions subsequent are satisfied it also answers for repayment of every advance on acceleration; that is the full-recourse interim period, and perfecting the security ends it. The guarantee as a whole is released only when the portfolio has sustained a debt service coverage ratio of at least 1.30 times for nine months on energy revenue alone, the reserve account is funded, no default is continuing and reporting is current. Perfection and the financial tests are therefore cumulative: the first narrows the guarantee, the second removes it, and there is no calendar-based release.

The third company, Unergy, develops the plants and sells their output. It sits under a Delaware holding company in which the founder group holds 64.84% and institutional investors 34.01%. The memo notes the group's track record on a 40-plant portfolio of the same design financed by FMO, the Dutch development bank, at $18 million, and that Solenium borrows from Bancolombia, BBVA, Banco de Bogotá and Davivienda.

The fund behind the loans

Portfolio 5 is small and new. Its Regulation A offering, up to $50 million of Class A shares at $1.15, was qualified on February 5, 2026. The semiannual report for June 30, filed September 25, shows total assets of $4,892,339, almost all of it cash, up from $66,325 at the end of 2025, and no loans yet made. The report's subsequent-events note disclosed the Klima agreement and the August originations, and its loan table listed $2,941,094 lent with the investment memo marked 'Pending'; the memo arrived 33 days later and 79 days after the first advance. Compared with that June 30 balance sheet, the two loans equal 60% of the fund's assets (AltStreet arithmetic); capital raised since June is not disclosed, so the current share is unknown.

Lending is the fund's stated model, not a departure from it. The September 11 offering circular supplement describes a company that will 'lend money to Development Companies and use solar projects as collateral rather than acquiring Projects for direct ownership'. The memo frames the facility the same way: a senior secured position in Colombia's distributed-generation segment, 'rather than an owner', with priority over the sponsors 'while it learns the market'. What the October filing adds is the condition of that security position ten weeks in. AltStreet's review of Energea covers the four portfolios' fees, hurdle rates, redemption terms and the compliance disclosures carried by the three older funds; Portfolio 5, first qualified this year, carries none.

Why it matters

A Portfolio 5 investor holds a share of a fund whose first two project loans, three fifths of its June 30 assets, are peso loans to a thinly capitalized borrower, secured as of October 20 by a guarantee the general partner itself rates below its target and by promissory notes, with the pledge over the plants still to be signed and the trust that holds them nearing the end of its term. The memo discloses all of this, which is to its credit. Two facts sit side by side and should stay that way: the loans are current, both payments having arrived within their grace periods, and the conditions that would perfect the collateral are past due. On the memos' own inputs, neither plant alone covers its loan in 2027; the structure relies on pooled cash flow, a third plant not yet built and the guarantee. What investors should watch for in Portfolio 5's subsequent disclosures: whether the pledge is executed, whether the trust is extended past November 10, what the waiver-and-extension letter concedes, whether the Merecumbé plant is energized, and whether the Company exercises the prepayment right the past-due conditions give it.

What the filing does not show

The filing does not state how much capital Portfolio 5 has raised since June 30, what cash it holds now, or whether any further project loans are in diligence. It reports the security position as of October 20, not the filing date, and does not give the terms of the waiver-and-extension letter, which was in preparation, or confirm the trust's termination date, which the memo gives as 'understood' and 'subject to confirmation'. It prints no project-level coverage ratio for the two funded plants; the coverage figures above are AltStreet's arithmetic on the memos' stated generation, price and expense inputs and their debt service schedules, before income taxes, and they stand or fall with the modeled COP 500 per kWh rate. The Solenium and Klima figures are as reported in the memo; AltStreet has not seen the underlying Colombian financial statements.