Kenon agrees to buy 25% Vicinity stake for ~$450M
Over 2/3 of Vicinity’s district heating and cooling gross margin is supported by contracted inflation-linked payments, with a ~15-year weighted average contract tenor.
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Rhea-AI Filing Summary
Kenon Holdings Ltd. (KEN) has agreed to acquire a 25% indirect interest in Vicinity District Energy for approximately $450 million in cash, as part of a transaction with funds managed by Harrison Street Asset Management. The purchase price is based on a $2.92 billion enterprise value for 100% of Vicinity, subject to post-closing adjustments for cash, working capital and debt.
The buyer is expected to acquire between approximately 60% and 100% of Vicinity’s holding company. A lender consortium has committed up to $1.4 billion in debt financing, non-recourse to Kenon and HSAM, for part of the purchase price and a facility for future growth capital expenditures. Kenon’s maximum cash obligation is approximately $450 million; its obligation under its guarantee is limited to $40.2 million. Closing is expected in Q2 2027, subject to customary conditions including regulatory approvals or clearances.
Vicinity provides district heating and cooling in 12 U.S. cities and serves more than 700 customers across approximately 1,000 buildings. It reported approximately $611 million in 2025 U.S. GAAP revenue; expected annualized run-rate Adjusted EBITDA, a non-GAAP measure based on unaudited management information, is over $140 million. Kenon intends to fund its share using cash on hand and available liquidity.
Filing Explained
Kenon’s stake comes with board representation and shared consent rights; separate post-closing rules apply if the seller retains an interest.
The acquisition remains subject to closing conditions, with completion expected in
The parties have agreed to enter into an LLC agreement governing funding, pre-emptive rights, transfer restrictions and a right to trigger a sale after a certain period, all subject to agreed terms and exclusions.
If the seller retains an interest after closing, a separate agreement sets governance, funding and transfer rules for Vicinity’s holding company; Kenon or HSAM may increase their interests under specified terms.
Key Figures
Key Terms
Adjusted EBITDA financial
enterprise value financial
non-recourse financial
pre-emptive rights financial
weighted average tenor financial
FAQ
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How much is KEN paying for its Vicinity stake?
When is KEN’s Vicinity acquisition expected to close?
What does Kenon’s guarantee for the Vicinity deal cover?
What governance rights will KEN have in the Vicinity buyer?
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
September 30, 2026
Commission File Number 001-36761
Kenon Holdings Ltd.
1 Temasek Avenue #37-02B
Millenia Tower
Singapore 039192
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT 99.1 TO THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT.
Exhibits
99.1 Press Release, dated September 30, 2026: Kenon Announces Agreement to Acquire 25% Interest in District Heating and Cooling Business in the United States for approximately $450 million
99.2 Presentation, dated September 2026: Investment in Vicinity
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KENON HOLDINGS LTD. | ||
| Date: September 30, 2026 | By: | /s/ Robert L. Rosen |
| Name: Robert L. Rosen | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
Kenon Announces Agreement to Acquire 25% Interest in District Heating and Cooling Business in
the United States for approximately $450 million
Singapore, September 30, 2026. Kenon Holdings Ltd. (NYSE: KEN, TASE: KEN) (“Kenon”) announces that it has entered into an agreement (the “Agreement”) to acquire 25% of the equity interest in Vicinity District Energy (“Vicinity” or the “Company”) for cash consideration of approximately $450 million in connection with a sale of the Vicinity business. The acquisition is part of a transaction in which the current owner of the Company, an entity related to Antin Infrastructure Partners (the “Seller”), has agreed to sell a majority interest in Vicinity (the “Acquisition”) to an entity (the “Buyer”) that is owned by Kenon and funds managed by Harrison Street Asset Management (together with such funds, “HSAM”). A consortium of lenders has committed debt financing, which is non-recourse to Kenon and HSAM, of up to $1.4 billion to fund a portion of the purchase price and a facility for future growth capital expenditures of the Vicinity business.
Vicinity, a leading pure-play district heating / cooling infrastructure utility platform in the United States, is the sole district heating / cooling provider in 12 major cities in the United States, including Boston and Philadelphia, delivering steam, hot water and chilled water to commercial, institutional, healthcare, higher education, residential and other customers. District heating / cooling systems are a well-established and important part of urban infrastructure across numerous cities in the United States, some of which have been operating for more than 150 years. Vicinity serves more than 700 customers across approximately 1,000 buildings, representing approximately 250 million square feet of space, through over 140 miles of underground pipe infrastructure. Vicinity’s revenues are largely derived from long-term contracts (approximately 15 years weighted average tenor) with inflation-linked escalators, and fuel cost pass-throughs. Vicinity is also an early mover in offering an affordable decarbonized solution, eSteamTM, to support customers’ sustainability objectives. Vicinity has a track record of growth, supported by a growing customer base and a pipeline of growth opportunities across network densification, network extensions and asset optimization, expected to be funded from operating cash flows and the capital expenditure debt facility. Vicinity had total revenues (under U.S. GAAP) of approximately $611 million in 2025, and based on unaudited management information provided by Vicinity, Vicinity's expected annualized run rate Adjusted EBITDA is over $140 million1.
The purchase price for the Acquisition is based on a total enterprise value for 100% of the Company of $2.92 billion, subject to post-closing adjustments including for closing date cash, working capital and debt.
The maximum cash obligation of Kenon in respect of the Acquisition is approximately $450 million, and Kenon has no obligation to acquire in excess of a 25% indirect interest in Vicinity. Kenon intends to fund its obligations for its share of the cash portion of the consideration for the Acquisition using cash on hand and available liquidity, and does not intend to use funds beyond its currently available cash and liquidity.
The Acquisition follows several years in which Kenon assessed a wide range of potential investments in new businesses and reflects the disciplined approach Kenon has taken throughout that period. It advances Kenon's strategy of maximizing shareholder value through a substantial investment in an established industry. The Acquisition reflects diversification of Kenon’s business into an area that is distinct from the electricity generation activities of OPC Energy Ltd. and its subsidiaries. Kenon will have significant board representation and intends to be actively involved in promoting the growth and development of the business.
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1 Adjusted EBITDA is a non-GAAP financial measure and is not a measure of performance under IFRS. Expected annualized run rate Adjusted EBITDA as presented above is based upon unaudited management information provided by Vicinity. Due to the forward-looking nature of Adjusted EBITDA, we are unable to present a quantitative reconciliation of such forward-looking non-GAAP financial measure to the most directly comparable forward-looking GAAP financial measure without unreasonable effort.
Kenon’s partner in the Acquisition, HSAM is a global alternative investment management firm with more than $110 billion in assets under management.2 Funds managed by HSAM own, among HSAM’s diversified portfolio, a 33.33% stake in CPV Renewable Power LLC, which holds the renewable energy business of CPV Group LP, which is the U.S. subsidiary of Kenon’s subsidiary OPC Energy Ltd. Such investment in CPV Renewable is distinct from the Acquisition.
Kenon and HSAM have agreed to enter into a limited liability company agreement (the “LLC Agreement”) which will govern their rights and obligations with respect to the Buyer, including provisions with respect to funding of the Buyer, pre-emptive rights, customary transfer restrictions and rights to trigger a sale of interests in the Buyer after a certain period, all subject to agreed terms and exclusions. The LLC Agreement also includes provisions for management of the Buyer, including the appointment of managers of the Buyer and actions which require both parties’ consent. An interim agreement between Kenon and HSAM governs the rights and obligations of the parties with respect to the Acquisition between signing and the effective date of the LLC Agreement.
The Buyer has entered into an agreement with the Seller for the acquisition of Vicinity (the “Equity Purchase Agreement”). The Equity Purchase Agreement includes representations, warranties and covenants, in relation to which the Buyer has obtained representation and warranty insurance. Pursuant to the Equity Purchase Agreement, the Buyer will acquire between approximately 60% and 100% interest in the holding company of Vicinity (“Vicinity Holding Company”). The Buyer and the Seller have entered into an agreement that sets out provisions governing Vicinity Holding Company from completion of the Acquisition should the Seller retain an interest in the company, including governance rights of the parties, funding and transfer restrictions and provisions for Kenon or HSAM, at their discretion, to increase their interests in Vicinity Holding Company, subject to agreed terms and exclusions.
The Equity Purchase Agreement may be terminated prior to closing in the case of certain material breaches of representations and warranties or if closing conditions are not met within certain deadlines set forth in the agreement. The Equity Purchase Agreement provides for a termination fee payable by the Buyer to the Seller if the agreement is terminated in certain circumstances, which amount (plus certain expenses) is guaranteed by Kenon and HSAM (the “Guarantees”). Kenon’s obligation under its Guarantee is limited to $40.2 million.
Completion of the Acquisition under the Equity Purchase Agreement is subject to certain customary closing conditions, including receipt of regulatory approvals and clearances or the expiration or termination of applicable waiting periods. Closing is expected to occur in Q2 2027.
Caution Concerning Forward-Looking Statements
This press release and related discussions include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify these statements by the use of words like “may”, “will”, “could”, “should”, “believe”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “target”, “future”, “anticipate”, “project”, “run rate”, and variations of these words or comparable words. These statements include, but are not limited to, statements relating to the Acquisition and the Equity Purchase Agreement, including the terms of the transaction, the expected amount of cash required by Kenon for the Acquisition, representation and warranty insurance, the debt financing commitments, conditions to closing and expected timing for closing, Kenon’s Guarantee, the terms that will be included in the LLC Agreement and the agreement between the Buyer and the Seller relating to Vicinity Holding Company, the expected ownership in the Buyer and Vicinity Holding Company, the expected annualized run rate Adjusted EBITDA of Vicinity presented in this press release and the anticipated performance and prospects of the Vicinity business, Kenon’s strategy and other non-historical matters. These statements are based on current expectations or beliefs and are subject to uncertainty and changes in circumstances. These forward-looking statements are subject to a number of risks and uncertainties, which could cause the actual results to differ materially from those indicated in such forward-looking statements. Such risks include the risks relating to the Acquisition including risks relating to conditions to completion of the Acquisition, funding of the debt financing committed for the Acquisition and for capital expenditures, the amount of cash payable by Kenon in connection with the Acquisition, the risk that regulatory approvals or clearances are not obtained within the deadlines set forth in the Equity Purchase Agreement or at all, the risk that conditions to completion of the Equity Purchase Agreement are not met, risks relating to potential termination of the Equity Purchase Agreement and the termination fees which may be payable, risks relating to Kenon’s Guarantee, risks relating to management and operation of the Buyer and Vicinity Holding Company including funding and governance matters, budget approval, and risks relating to the provisions for Kenon or HSAM increasing their interests in Vicinity Holding Company and future transfers of interests in the Buyer and Vicinity Holding Company, risks relating to the Vicinity business including regulatory risks, risks relating to customers and suppliers, risks relating to unanticipated liabilities, the risk that the Vicinity business does not perform as anticipated, risks relating to the expected annualized run rate Adjusted EBITDA presented in this press release, including that it is derived from unaudited management information of Vicinity that has not been independently verified by Kenon and has not been audited or reviewed by Kenon’s or Vicinity’s auditors, that it does not give effect to seasonality, weather variability, commodity price movements or other factors affecting demand for and the cost of providing district heating and cooling services, that it does not take account of any purchase accounting adjustments, financing costs and transaction expenses, and that it may not be indicative of Vicinity’s results for 2026 or any future period, risks relating to the terms and availability of representation and warranty insurance, risks relating to capital expenditures required for the Vicinity business, risks relating to the LLC Agreement and governance of the Buyer and other risks and factors and those risks set forth under the heading “Risk Factors” in Kenon’s most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission and other filings. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.
__________________________
2 As of June 30, 2026. Assets under management (“AUM”) reflects the AUM for the investment advisory and asset management clients of investment advisors owned in whole or in part by HSAM (such advisors include: Harrison Street Advisors, LLC, Rockwood Capital, LLC, Roundshield Partners and Basalt Infrastructure Partners, Colliers Global Investors Italy, SGR S.p.A., Colliers Global Investors France S.A.S. and Colliers Capital Holdings Limited) and is inclusive of the regulatory AUM of such investment advisors as would be reported in their respective Form ADVs.
Exhibit 99.2
Investment in Vicinity September 2026
• Kenon Holdings Ltd. (NYSE: KEN, TASE: KEN) ( “ Kenon ” ) has entered into an agreement (the “ Agreement ” ) to acquire 25 % of the equity interest in Vicinity District Energy ( “ Vicinity ” or the “ Company ” ) for cash consideration of approximately $ 450 million in connection with a sale of the Vicinity business. The acquisition is part of a transaction in which the current owner of the Company, an entity related to Antin Infrastructure Partners (the “ Seller ” ), has agreed to sell a majority interest in Vicinity (the “ Acquisition ” ) to an entity (the “ Buyer ” ) that is owned by Kenon and funds managed by Harrison Street Asset Management (together with such funds, “ HSAM ” ). Buyer will acquire between approximately 60 % and 100 % equity interest in Vicinity. A consortium of lenders has committed debt financing, which is n on - recourse to Kenon and HSAM, of up to $ 1.4 billion to fund a portion of the purchase price and a facility for future growth capital expenditures of the Vicinity busines s. • The purchase price for the Acquisition is based on a total enterprise value for 100 % of the Company of $ 2.92 billion, subject to post - closing adjustments including for closing date cash, working capital and debt. • The maximum cash obligation of Kenon in respect of the Acquisition is approximately $ 450 million, and Kenon has no obligation to acquire in excess of a 25 % indirect interest in Vicinity. Kenon intends to fund its obligations for its share of the cash portion of the consideration for the Ac qui sition using cash on hand and available liquidity, and does not intend to use funds beyond its currently available cash and liquidity. Investment Structure and Valuation • Under the LLC Agreement, Kenon will have significant board representation and consent rights, pre - emptive rights, customary tran sfer restrictions, and an exit mechanism after a certain period, all subject to agreed terms and exclusions. Governance • Target Closing/Funding: Q 2 2027 subject to receipt of customary regulatory approvals . Expected Timing Executive Summary ( 1 / 2 ) 2
• Vicinity is a fully integrated district heating / cooling infrastructure utility platform with in - house commercial, operating, e ngineering, and asset management capabilities. • Vicinity generates revenue primarily through the delivery of steam, hot water, and chilled water to its customer networks. The Company is a market leader in providing decarbonized heating and cooling solutions to clients, supporting customers ’ sustainability objectives. • The Company owns and operates multiple district heating / cooling systems serving major metropolitan markets across North Ame ric a. Vicinity has a substantial pipeline of network densification and extension growth opportunities, together with asset optimization plans with the potential to grow E BIT DA, expected to be funded from operating cash flows and the capital expenditure debt facility . • Vicinity serves a diverse, predominantly investment - grade rated customer base spanning government, university, hospital, and lar ge commercial users. Vicinity enters into long term contracts, with significant capacity payments, fuel cost pass - throughs and inflation - linked escalators. • In addition to operating conventional boilers, Vicinity operates combined heat and power plants to generate steam , with electricity generated solely as a byproduct sold to wholesale power markets. Vicinity Overview The Acquisition is in furtherance of Kenon ’ s strategy of maximizing value for its shareholders through a substantial investment in an established industry in a develope d market. 1. Highly Contracted Cash Flows from Institutional Customers: a significant majority of gross margin is derived from contracted capacity payments. District heating / cooling contracts are typically long - dated, with a customer base concentrated in institutional users that generally have investment - grad e ratings. 2. Inflation Protection and Cost Pass - Through: contractual escalation and commodity cost pass - through provisions provide protection against inflation, fuel price volatility, and other macroeconomic pressures. 3. Essential Service and High Customer Retention: the Company provides critical heating and cooling services to government, higher education, healthcare, and large commercial customers, supporting durable, long - term customer relationships. Vicinity has demonstrated extremely robust operational reliability, and therefore enjoys very high customer retention rates. 4. Difficult to Replicate and High Barriers to Entry: extensive underground networks, permitting complexity, franchise arrangements, and established network density create significant barriers to replication in supply - constrained urban markets. Vicinity operates as the sole supplier in each of its 12 cities. 5. Industry - Leading Management Team: management team has a demonstrated track record of operating and expanding the platform and developing innovative solutions, including lower - carbon district energy offerings. Rationale Executive Summary ( 2 / 2 ) 3
Illustrative Customer Type Institutional and Government Commercial Buildings Other Customer 2 Segment 2 $ 140 M+ Expected Run Rate Adjusted EBITDA 1 ~ 1,000 Buildings Multiple Major Metropolitan Markets Extensive Distribution Networks Highly Contracted Revenue and Strong Cash Flow Visibility ▪ > 2 / 3 rd of district heating / cooling gross margin supported by contracted inflation - linked payments ▪ ~ 15 - year weighted average tenor of contracts signed Diversified and Long - tenured Customer Base ▪ High - quality customer base across essential sectors, including higher education, healthcare, government, industrial, commercial and multifamily residential sectors ▪ > 99 % customer retention rate Owned Infrastructure with Exclusive Right to Expand ▪ Established networks that are difficult to replicate ▪ > 140 miles pipe networks located in dense urban centers Business Overview Embedded Growth Potential Through Multiple Channels ▪ Delivered industry - leading track record of double - digit Adjusted EBITDA growth 2020 - 2025 . ▪ Low penetration of the addressable market underpins a long runway of organic growth potential, captured through continuous on - pipe densification, extension, and asset optimization Company Overview Leading Pure - play North American District Heating / Cooling Infrastructure Utility Platform ____________________ Note: Figures as of June 30 , 2026 . 1. Adjusted EBITDA is a non - GAAP financial measure and is not a measure of performance under IFRS. Expected annualized run rate Adj usted EBITDA as presented above is based upon unaudited management information provided by Vicinity. Due to the forward - looking nature of Adjusted EBITDA, we are unable to present a qu antitative reconciliation of such forward looking non - GAAP financial measure to the most directly comparable forward - looking GAAP financial measure without unreasonable effort. 2. Illustrative split by Gross Margin. 4 Vicinity Portfolio Highlights Boston – Cambridge, MA Solutions Philadelphia, PA Solutions Baltimore, MD Solutions Kansas City, MO Solutions Oklahoma City, OK Solutions Tulsa, OK Solutions Morgantown, WV Solutions Grand Rapids, MI Solutions Trenton, NJ Solutions Washington, DC Solutions Atlanta, GA Solutions Steam eSteam Hot Water Chilled Water Power Vicinity ’ s Largest Networks Vicinity is the largest pure - play district heating / cooling infrastructure utility platform in the U.S., providing steam, hot water, and chilled water through established distribution infrastructure Illustrative Segment Concentration District Heating / Cooling Complementary Power
Difficult to Replicate Infrastructure Durable Utility Model Stable, Resilient Demand ▪ Over 140 miles of privately - owned pipe located in core urban centers that would be exceptionally difficult and costly to replicate. ▪ Significant replacement value , as well as prolonged permitting and construction timelines. ▪ Systems built over decades with extensive underground piping infrastructure creating entrenched catchment area. – Substantially underpenetrated market with significant room to grow within existing systems. ▪ Established district heating / cooling provider across its existing markets, supplying essential heating and cooling services. ▪ Customers secure capacity via fixed CPI - linked capacity payments to the Company. ▪ High switching costs and the essential nature of the service support strong customer retention and contract renewals. ▪ Flexible commercial model with contractually negotiated pricing. ▪ Customer loads are stable and predictable given seasonal nature of Company's solutions. ▪ Contract structure results in primarily fixed capacity EBITDA and includes a full cost pass - through mechanism , with Company typically earning a margin. ▪ During COVID, volumes remained resilient , reflecting the essential nature of the service and the composition of the customer base. – No material collections issues including during COVID. Illustrative District Heating / Cooling Gross Margin Illustrative System Map Core, Perpetual Utility Infrastructure Company ’ s networks are critical, owned infrastructure operated with an unregulated utility business model ____________________ Source: Company Information as of June 30 , 2026 . 5 District Heating / Cooling Capacity Margin District Heating / Cooling Consumption Margin Selected Customers State of New Jersey
Financial Flow Solution Flow Contract Structure Feedstock Vicinity Customer Steam Decarb. Steam Hot Water Chilled Water Natural Gas Electricity Natural / Waste Heat Water Feedwater Oil Low Carbon Fuel Fixed Capacity Charge Fuel and Consumption Margin (Cost Pass - Through and Efficiency Margin) A B Business model underpinned by a capacity - based, inflation - linked contractual framework, with the majority of Gross Margin generated by District Heating / Cooling Overview Gross Margin Attribution Gross Margin Component ▪ Fixed availability payments. ▪ Not linked to customer ’ s actual heating / cooling volumes (i.e., take - or - pay). ▪ Escalation factors linked to inflation. Primary ▪ Contractual fuel pass - through with upside from outperforming efficiency benchmarks. ▪ Variable payments recover actual fuel costs. ▪ Additional charges recover non - fuel production costs (water, chemicals, sewer). Supporting ▪ Long - term Operations & Maintenance (O&M) served within existing systems and Behind - the - Meter services provided to existing district heating / cooling customers. Opportunistic ▪ Primarily fixed capacity payments. ▪ Includes margins earned by cogenerated sales. Supporting District Heating / Cooling Capacity District Heating / Cooling Consumption Margin & Pass - Through O&M and Other District Heating / Cooling Margin Power (Byproduct) A B Gross Margin & Contract Overview ____________________ Note: The contract structure and overview presented above is representative of the general structuring of typical contracts e nte red into by the Company and is provided for illustrative purposes to demonstrate the general business model of the Company. Existing and future contracts may deviate from the overview presented above. 6
▪ Capital Avoidance: Frees up capital from costly equipment installations. ▪ Affordability: Offers predictable energy pricing and reduced commodity volatility. ▪ Repurposed Space: Frees up to 10 % space for leasable area. Commercial ▪ Scale: Supports large, continuous thermal demand for process heating and steam intensive operations. ▪ Reliability: Provides redundant supply and 24 / 7 monitoring critical for uptime in manufacturing and production facilities. Industrial ▪ Reliability: Provides continuous redundant thermal energy for mission - critical facilities. ▪ Safety: Eliminates on - site combustion, improving air quality and reducing noise for patients. ▪ Affordability: Avoids major capex expenses freeing up capital. Medical ▪ Affordability: Avoids major capex for equipment as universities face funding cuts and tightening budgets. ▪ Reliability: Ensures uninterrupted heating / cooling. ▪ Scalability: Integrates efficiently across multi - building campuses. Education ▪ Outsourcing: Transfers ownership, O&M and staffing, removing need to maintain specialized labor. ▪ Affordability: Reduces cost through shared infrastructure. ▪ Flexibility: Provides decarbonization pathway to meet net zero targets. Government ▪ Affordability: Offers predictable energy/pricing and reduced commodity volatility. ▪ Space Efficiency: Eliminates need for in - unit or rooftop mechanical equipment, freeing up space for additional units or amenities. Multifamily Residential Primary Customers Tailored Value Proposition Across Customer Segments Company has a Value Proposition for Each Customer Segment ____________________ Source: Company Information as of June 30 , 2026 . 7
Traditional (Fossil) District Heating / Cooling System District Heating / Cooling System with Electrification New technologies Heat Pump eBoiler CHP Gas Boiler Feedstock (electricity) Customers Steam send - out 4 1 2 3 1 Company procures renewable electricity to produce decarbonized steam. 2 Company leverages existing site infrastructure, including electrical interconnection, river water access, and existing distribution network. 3 New equipment (Electric Boiler, Heat Pump) installed at sites. 4 Customers sign new decarbonized steam contracts, which are incremental to conventional revenues. Feedstock (natural gas) Customers Steam send - out 3 2 1 CHP Gas Boiler 1 Vast majority of steam today is produced from natural gas. 2 Company ’ s centralized district heating / cooling system operates efficiently by leveraging Combined Heat and Power ( “ CHP ” ) technology, or gas boilers. 3 Customer contracts include (i) fixed capacity fees to cover access to Company ’ s infrastructure and (ii) variable fees (e.g., pass - through of fuel and efficiency markup). Oil Natural Gas Combined Heat & Power (CHP) Biogenic Fuel Electrification Coal ~ 1900 ~ 1950 ~ 1990 ~ 2000 ~ 2021 2025 - 2030 + Inflection point Decarbonization Overview Vicinity delivers a decarbonization strategy in support of its customers ’ sustainability objectives ____________________ Source: Company Information as of June 30 , 2026 . 8
Business Model Highly contracted to higher education, healthcare, government, industrial, commercial and residential users with ~ 15 - year weighted average tenor, inflation protection, and investment grade credit. Sector Diversification Offers significant growth opportunities, whilst diversifying Kenon ’ s business. As a district heating / cooling infrastructure utility investment, Vicinity is operationally distinct from Kenon ’ s electricity generation business. Growth Business Vicinity has strengthened its sales organization under the ownership of Antin, and has a large pipeline of opportunities to e xpa nd and densify its network, as well as optimize and enhance efficiency of existing assets. Downside Protection Highly defensive infrastructure investment, with existing long - term contracted customer base, capacity - based payments and fuel c ost pass through, inflation protection, and captive growth opportunities in core city markets. Ongoing Yield and Capital Value Growth Vicinity has potential to be able to deliver on ongoing cash yield (after funding growth opportunities) as well as to be able to deliver asset value growth from infrastructure optimization and expansion over the mid - long term. Sustainability Vicinity has developed an affordable eSteam solution, offering customers a decarbonized heating and cooling solution to meet their sustainability objectives, whilst also helping to secure the future of the business. Asset Size Vicinity is one of the largest district heating / cooling infrastructure utility platforms in the US; together with its scale d a sset base, the business possesses in - house commercial, operating, engineering, and asset management capabilities. Strategic Rationale for Kenon 9 Scarce opportunity to deliver combination of defensive underlying business with actionable growth for Kenon in a high - conviction sector in a developed market
Harrison Street District Energy Experience Long - Term Investment Horizon LLC Agreement • District energy has been a core strategy of funds managed by HSAM, with experience spanning greenfield and brownfield investments and the delivery of hot water, chilled water and steam . • Funds managed by HSAM have aggregated five district energy systems since inception, including three university Public - Private Partnerships ( “ P 3 s ” ), one government P 3 , and one municipal system . • Kenon ’ s long - term focus on asset value creation is shared by HSAM ’ s funds . • Funds managed by HSAM which among its diversified portfolio own a 33 . 33 % stake in CPV Renewable Power LLC, the renewable energy business of Competitive Power Ventures, which is the US subsidiary of Kenon ’ s subsidiary OPC Energy Ltd . Such investment in CPV Renewable Power LLC is distinct from the transaction . • Kenon and Harrison Street will enter into an LLC Agreement which will govern the rights and obligations with respect to the JVCo , including funding of the JVCo , pre - emptive rights, customary transfer restrictions, and rights to trigger a sale of interests in the JVCo after a certain period, all subject to agreed terms and exclusions . • Kenon will have significant board representation and intends to be actively involved in promoting the growth and development of the business . The LLC Agreement will detail numerous actions which require both parties ’ consent . • In addition, the JVCo and the Seller have entered into an agreement that sets out provisions governing Vicinity from completion of the Acquisition should the Seller retain an interest in the company, including governance rights of the parties, funding and transfer restrictions and provisions for Kenon or HSAM, at their discretion, to increase their interests in Vicinity Holding Company, subject to agreed terms and exclusions . Joint Venture Partnership Harrison Street and Kenon are well positioned to own, expand, and optimize a scaled district heating / cooling infrastructure ut ility platform 10
This presentation and related discussions include forward - looking statements within the meaning of the Private Securities Litiga tion Reform Act of 1995 . You can generally identify these statements by the use of words like “ may ” , “ will ” , “ could ” , “ should ” , “ believe ” , “ expect ” , “ plan ” , “ estimate ” , “ forecast ” , “ potential ” , “ intend ” , “ target ” , “ future ” , "anticipate", "project", "run rate", and variations of these words or comparable words. These statements include, but are not li mited to, statements relating to the Acquisition and the Equity Purchase Agreement, including the terms of the transaction, the expected amount of cash required by Kenon for the Acquisition, representation and warranty insurance, the debt financing commitments, conditions to closing and expected timing for closing, Kenon ’ s Guarantee, the terms that will be included in the LLC Agreement and the agreement between the Buyer and the Seller relating to Vicinity Holding Company, the expected ownership in the Buyer and Vicinity Holding Company, the expected annualized run rate Adjusted EBITDA of Vicinity presented in this presentation and the anticipated performance and prospects of the Vicinity business, Kenon ’ s strategy and other non - historical matters. These statements are based on current expectations or beliefs and are subject to uncertainty and c hanges in circumstances. These forward - looking statements are subject to a number of risks and uncertainties, which could cause the actual results to differ materia lly from those indicated in such forward - looking statements. Such risks include the risks relating to the Acquisition including risks relating to conditions to completion of the Acquisition, funding of the debt financing committed for the Acquisition and for capital expenditures, the amount of cash payable by Kenon in connection with the Acquis iti on, the risk that regulatory approvals or clearances are not obtained within the deadlines set forth in the Equity Purchase Agreement or at all, the risk that conditio ns to completion of the Equity Purchase Agreement are not met, risks relating to potential termination of the Equity Purchase Agreement and the termination fees which may be p aya ble, risks relating to Kenon ’ s Guarantee, risks relating to management and operation of the Buyer and Vicinity Holding Company including funding and governance matters , b udget approval, and risks relating to the provisions for Kenon or HSAM increasing their interests in Vicinity Holding Company and future transfers of interests in the Buy er and Vicinity Holding Company, risks relating to the Vicinity business including regulatory risks, risks relating to customers and suppliers, risks relating to unanticipat ed liabilities, the risk that the Vicinity business does not perform as anticipated, risks relating to the expected annualized run rate Adjusted EBITDA presented in this presentation, in clu ding that it is derived from unaudited management information of Vicinity that has not been independently verified by Kenon and has not been audited or reviewed by Ken on's or Vicinity's auditors, that it does not give effect to seasonality, weather variability, commodity price movements or other factors affecting demand for and the cost of providing district heating and cooling services, that it does not take account of any purchase accounting adjustments, financing costs and transaction expenses, and th at it may not be indicative of Vicinity's results for 2026 or any future period, risks relating to the terms and availability of representation and warranty insurance, risks relating t o c apital expenditures required for the Vicinity business, risks relating to the LLC Agreement and governance of the Buyer and other risks and factors and those risk s s et forth under the heading “ Risk Factors ” in Kenon ’ s most recent Annual Report on Form 20 - F filed with the Securities and Exchange Commission and other filings. Except as required by law, Kenon undertakes no obligation to update these forward - looking statements, whether as a result of new information, future events, or otherwise. Disclaimer Caution Concerning Forward - Looking Statements