Trade Secret and Strictly Confidential
February 2018 | Trade Secret and Strictly Confidential
Global Infrastructure
Partners IV
Trade Secret and Strictly Confidential
GIP: A Market Leader in Infrastructure Investing
1
Please refer to “Notes – Additional Disclosure” on page 30 for important additional information
2
TIL counted twice as it is held by both GIP I and GIP II
3
Number of portfolio companies, annual revenue and employees based on latest available figures; excludes Port of Melbourne
(GIP Australia portfolio company)
$51bn
AUM
1
14
Senior
Advisors
144
Professionals
~$46bn
PortfolioAnnual
Revenues
3
18
Portfolio
Companies
2,3
>52,000
Portfolio
Company
Employees
3
Transport
Water/Waste
Unchanged
Sector Focus
Energy
An independent
infrastructure investor
that aims to deliver
superior returns by
combining deep industry
and operating expertise
2
Trade Secret and Strictly Confidential
Attractive Investment Characteristics
3
Assets with long useful economic lives (25 100 years)
Long-term concessions
Limited risk of technological obsolescence
Infra investment characteristics: highly predictable, resilient cash flows
Long-lived
Assets
Secure
Market
Positions
Inflation
Protection
Downside
Protection
High barriers to entry
In most cases, natural or regulated monopoly
Pricing regimes: regulated; concession agreements; long term contracts
Pricing frameworks often allow inflation indexation
Provide indispensable services, with relatively inelastic demand
Demand for high-quality assets is largely resilient to economic cycles
Upside
Potential
Traditionally undermanaged asset class
Significant upside potential through application of industrial best practices
1
2
3
4
5
Trade Secret and Strictly Confidential
Investment Approach
4
Trade Secret and Strictly Confidential
79
Investment
Team
5
Operating Partners
1
Managing Director
4
Portfolio Company
Executives
17
Operating
Principals
2
Analysts
1
General Counsel
1
Chief Risk Officer
1
Chief Risk Officer, Credit
1
Chief ESG Officer
9
Legal / Tax / Compliance
1
Chief Operating Officer
10
Accounting
8
Investor Relations
1
Communications
3
Administration
1
Chairman
(Sir John Major)
6
Transport
5
Energy
1
Regulation
1
Country Support
GIP Professionals
12
Partners
2
GIP A Partners
2
Credit Partners
4
Managing Directors
12
Principals
16
Vice Presidents
31
Associates
Experienced, expert, stable team
5
14
Senior Advisors
29
Operating
Team
13
Risk and
Compliance
23
Administration
Trade Secret and Strictly Confidential
GIP Flagship Funds
Well-diversified portfolios
GIP I - $5.6bn
$5.0bn Invested
Since 2006
+ $0.8bn from Co-Investors
12 Companies
Core
43%
Core Plus
44%
Extended
13%
GIP II - $8.25bn
$8.2bn Invested
Since 2012
+ $3.4bn from Co-Investors
11 Companies
Core
32%
Core Plus
68%
GIP III - $15.8bn
$12.1bn Invested / Committed
1
Since 2016
+ $2.9bn from Co-Investors
8 Companies
Industry
Industry
Industry
Geography
Geography
Geography
Risk Category
Risk Category
Risk Category
Waste
12%
Ports
17%
Airports
23%
Power
10%
Renewable
Power
6%
Other
Energy
1%
Midstream
31%
6
1
Includes c. $1.7bn in outstanding commitments to Borkum Riffgrund 2, Clearway Energy and Hornsea 1; please refer to “Notes
Additional Disclosure” on page 30 for important additional information; Other Energy for Fund III includes Naturgy’s gas supply and
services businesses
Core
14%
Core Plus
86%
Americas
59%
Europe
26%
Asia
Pacific &
Other
15%
Ports
16%
Airports
8%
Power
15%
Renewable
Power
8%
Midstream
40%
Rail
13%
Americas
42%
Europe
42%
Asia Pacific &
Other
16%
Power
2%
Renewable
Power
45%
Other Energy
4%
Midstream
22%
Rail
14%
Regulated Networks
12%
Trade Secret and Strictly Confidential
Over $17.7 billion returned since inception
GIP Performance Summary
as of September 30, 2018
1
GIP I GIP II GIP III
Gross /
Net IRR
23% / 17% 32% / 21% 26% / 15%
2
Gross MOIC 3.1x 2.0x 1.2x
Average Cash Yield
12% 6% 3%
Fund Size / Invested
and Committed Capital
$5.6bn / $5.0bn $8.25bn / $8.2bn $15.8bn / $12.1bn
3
Total Value $15.4bn $16.4bn $12.9bn
4
Distributions $11.7bn $5.8bn $0.3bn
# of Portfolio
Companies / Exits
12 / 10 11 / 4
5
8 / 0
7
1
Past performance is not necessarily indicative of future results. Please refer to “Notes – Additional Disclosure” on page 30 for important
additional information. See “Appendix – GIP Performance” for the track record of GIP I, II and III
2
IRR calculations are inclusive of current investments’ inflows and outflows of existing portfolio companies and exclude post September 30, 2018
commitments and investments
3
Includes c. $1.7bn in outstanding commitments to Borkum Riffgrund 2, Clearway Energy and Hornsea 1
4
Excludes c. $1.7bn in outstanding commitments to Borkum Riffgrund 2, Clearway Energy and Hornsea 1
5
Freeport LNG notes included in the exits count but excluded from the portfolio companies count; exits count includes ACS Renewables (sale of Saeta
Yield completed, sale of Bow Power signed and expected to close soon, subject to customary anti-trust clearance)
Trade Secret and Strictly Confidential
GIP I Portfolio Companies
8
High Quality Assets Large, Complex Transactions
Operational Improvements
and De-risking
Strategic Exits
London City Airport
UK | Airports | 2006 / 2016
Biffa
UK | Waste | 2008 / 2013
Terra-Gen Power Holdings
United States | Renewables | 2009 / 2015
Transitgas
Switzerland | Midstream | 2012 / 2016
Access Midstream Partners
United States | Midstream | 2009 / 2012
Terminal Investment Limited
1
Global | Ports | 2008
Port of Brisbane
Australia | Ports | 2010 / 2013
Ruby Pipeline
United States | Midstream | 2009 / 2014
East India Petroleum Limited
India | Storage | 2007 / 2017
Channelview Cogeneration
United States | Power | 2008 / 2013
Gatwick Airport
UK | Airports | 2009
Great Yarmouth Port
UK | Ports | 2007 / 2015
Entry year / Exit year
1
As of August 2014, TIL acquired International Trade Logistics, and GIP I holds an interest in TIL
Trade Secret and Strictly Confidential
GIP II Portfolio Companies
9
Edinburgh Airport
UK | Airports | 2012
CLH
Spain | Midstream | 2014 / 2016
Hess Infrastructure Partners
United States | Midstream | 2015
Competitive Power Ventures
United States | Power | 2015
Guacolda
Chile | Power | 2014
Pacific National
Australia | Rail | 2015
ACS Renewables
1
Spain | Renewables | 2015 / 2018
Terminal Investment Limited
Global | Ports | 2013
Freeport LNG
United States | LNG | 2015
Gode Wind I
Germany | Renewables | 2015
Access Midstream Partners
United States | Midstream | 2012 / 2014
High Quality Assets Large, Complex Transactions
Operational Improvements
and De-risking
Strategic Exits
Entry year / Exit year
1
Saeta Yield / Bow Power; Saeta Yield was exited in June 2018. Bow Power was exited in October 2018.
Trade Secret and Strictly Confidential
1
Formerly Gas Natural, rebranded in June 2018
2
Including Co-Investors: $3.2bn for Vena Energy, $2.9bn for Naturgy, $2.2bn for NTV Italo and $2.2bn for EnLink
3
Including $37 million committed but not yet funded
4
Formerly NRG Renewables, rebranded in August 2018
5
Excludes $405 million Carlsbad backstop commitment
6
Including c. $770m committed but not yet funded (as at December 1, 2018)
GIP III Investments
Eight high quality investments
10
Vertically integrated gas and electricity utility with a
geographically diversified footprint
New CEO & Executive Chairman appointed in Feb 2018
Reorganized business divisions and rationalized portfolio (c.
2.7bn of disposals to date); rebased dividends from 1bn
to 1.3bn + up to 0.4bn p.a. share buyback
Opex savings plan of c.500m per year by 2022
Gas / Electric Utility
Spain / Latin America
Sep 2016 | $2.4bn equity
2
Leading independent renewables developer in Asia Pacific
Strong position in Japan / Taiwan / Australia
2 GW+ assets in operation / construction
Significant development pipeline (11 GW+)
GIP-appointed CEO with best practice operational focus
Renewable Energy
Asia
January 2018 | c.$1.9bn equity
2
New high-quality oil pipeline infrastructure
Strategically positioned in the Permian Basin
Multiple market access
Extending tenor of customer contracts
Growth and operational / capex efficiencies
Midstream
United States
October 2017 | c.$1.2bn equity
High speed rail at the core of Italy’s transport infrastructure
EU and Italian Government and Regulator policy support
High barriers to entry
Growth and operational improvements
Rail
Italy
April 2018 | c.$1.7bn equity
2
Second Ørsted offshore wind 50:50 JV
Strategic partnership with #1 global offshore wind developer
On track for February 2019 commissioning
Non-recourse and portable financing closed in
December 2017
Renewable Energy
Germany
December 2017 | c.$450mm equity
3
1
Leading U.S. renewables integrated business
Controlling interest in 7 GW contracted operating portfolio
Growth through large development pipeline (9 GW)
Renewable assets predominantly operated by Clearway’s
O&M platform
GIP Ops team leading corporate separation, organizational
design and cost efficiency program
Renewable Energy
United States
August 2018 | $1.3bn equity
5
Acquired control of midstream franchise with c.$1.0 billion in
EBITDA
Strategically located, diversified assets exposure to
leading US basins and demand centers
Fee-based cash flows with minimal direct commodity price
exposure underpinned by high-quality customer base
Midstream
United States
July 2018 | $1.5bn equity
2
4
Third Ørsted offshore wind 50:50 JV
Strategic partnership with #1 global offshore wind developer
Final commissioning expected in Q1 2020
When fully constructed, the project will be the largest
offshore wind farm in the world
Financing package is the largest single-project debt
financing to date in the global renewable energy sector
Renewable Energy
United Kingdom
November 2018 | c.$1.2bn equity
6
Trade Secret and Strictly Confidential
Keys to GIP Investment Performance
Proprietary
Origination
Operational
Value Add
Driving
Growth and
De-risking
Strategic
Exits
Demonstrated, successful approach
11
Trade Secret and Strictly Confidential
Elements of Value Creation: Operations
Keys to Value Creation: Proprietary Origination
Proprietary / GIP Advantaged Investments
1
Large, Strategic Joint Ventures
12
GIP focuses on proprietary origination through strong industry relationships
GIP I
5 of 12 assets
GIP II
7 of 11 assets
GIP III
3 of 8 assets
1
Total investments count is different from total portfolio companies count as the former includes Freeport LNG Notes, Greenstar and two LCY
investments (2006, 2008), while TIL and ACMP are each counted twice in the latter as these investments are / were held by both GIP I and GIP II;
Saeta Yield and Bow Power counted as one portfolio company
2
Formerly Gas Natural, rebranded in June 2018
2
20
13
1
Proprietary GIP Advantaged Auction
Trade Secret and Strictly Confidential
Dedicated team applying best-in-class industrial toolkit
Keys to Value Creation: Operational Value Add
Customer Service
On time
Productivity
Satisfaction
Efficiency
Cycle time
Cost reduction
Process optimization
Capital Projects
Capex
Expansion
Capacity constraints
Cash Management
Working capital
Monitoring
Focus Areas
Customer segmentation
Competitive analysis
Cycle time
Six Sigma
Lean
Kaizen
Procurement strategy
Change order management
Project management
improvement
Order-to-remittance
cycle time
Flexible vendor solutions
Toolkit Impact Areas
Growth
Margin
Improvement
Capital
Efficiency
Reduced Risk
13
Trade Secret and Strictly Confidential
Exceptional EBITDA growth underpinned by operating excellence
Keys to Value Creation: Driving Growth
Median EBITDA Growth % Median EBITDA CAGR %
8% 14%
Median EBITDA growth under GIP ownership
1
(USD)
1
Fund I average growth / CAGR of 59% / 6%, Fund II average growth / CAGR of 72% / 23%; EBITDA growth / CAGR is calculated
for each portfolio company between GIP entry year and GIP exit year (or 2017 for investments not yet exited)
Fund III EBITDA growth is not material since most of the investments were made in the past 12 months
14
52%
36%
GIP I GIP II
Trade Secret and Strictly Confidential
Keys to Value Creation: Strategic Exits
Drivers of Successful Exit
Well-timed
Offering de-risked growth
Accessing buyer universe
Macro conditions
Multiple routes
Optionality secured at acquisition
Public / private sale
Full exit / phased
Tailored
Positioning asset for sale
Accessing best buyers
Maximizing competitive tension
Well-executed
Preparation begins at acquisition
Minimizing process risk
Successful track record
GIP Track Record
1
Sale to Financial Investors
Sale to Strategic
Buyers
Partial Sale to
Public Markets
1
Summary excludes Freeport LNG notes, which were repaid in December 2014; US$ MOICs are shown
2
Local currency MOICs: 2.7x for Transitgas and 1.5x for East India Petroleum Limited
3
Closed on June 12, 2018. MOIC reported for combined investment in ACS Renewables.
4
Signed on October 26, 2018. Expected to close soon, subject to customary anti-trust clearance. MOIC reported for combined investment in ACS Renewables.
5
GIP I exited its unsuccessful investment in Biffa without any ongoing liability
6
GIP I exit: IPO, subsequent public market secondary sales and subsequent trade sale to Williams Companies (“WMB”)
7
GIP II exit: public market secondary sales and subsequent trade sale to WMB
8
Partial sale, not included into total exits count throughout the presentation
15
Port of Brisbane
MOIC: 4.2x
Transitgas
MOIC: 2.6x
2
Channelview Cogeneration
MOIC: 1.8x
Terra-Gen Power Holdings
MOIC: 1.7x
CLH
MOIC: 1.5x
Biffa
MOIC: 0.2x
5
Access Midstream Partners
MOIC: 4.5x
6
Access Midstream Partners
MOIC: 3.0x
6
Ruby Pipeline
MOIC: 2.5x
East India Petroleum Limited
MOIC: 1.0x
2
Great Yarmouth Port
MOIC: 1.0x
Hess Infrastructure Partners
NM
8
London City Airport
MOIC: 3.8x
Saeta Yield
MOIC: 1.5x
3
Access Midstream Partners
MOIC: 4.5x
6
Access Midstream Partners
MOIC: 3.0x
7
Bow Power
MOIC: 1.5x
4
Trade Secret and Strictly Confidential
High Quality
Large, Complex
Transactions
GIP IV: Opportunities
Energy
Water / Waste
Transport
Proactive, industry-focused origination
Operational
Improvements and
De-risking
Strategic Joint
Ventures
Midstream
Renewables
Utilities
LNG
Airports
Ports
Rail
Utilities
Industrial
Energy from Waste
16
Trade Secret and Strictly Confidential
GIP IV: Opportunities
Key themes in GIP’s investment origination strategy
Transport
Energy
Focus on green energy solutions
Disruption threat through accelerated decarbonization / electrification
Climate change
Potential to improve customer service / efficient delivery
Disruption threat to specific assets / asset classes
Technology / AI
Opportunities through restructuring
Attractive regulatory framework
Growth and improvement potential
Utilities
Development focus in growth markets
Stable government policy and subsidy commitments
Contractual protection around construction and electricity sales
Renewables
US shale gas export / selected countries import infrastructure / operational and development
Contractual protection around construction costs and revenue
LNG
Quality, low cost and creditworthy producers
Contractual protection
Growth and efficiency improvement potential
Midstream
North America focus for freight
European Open Access opportunities
Growth and improvement potential
Rail
Quality of traffic base
Customer-aligned
Growth and improvement potential
Ports
Quality origin and destination traffic
Attractive policy and regulatory framework
Growth and improvement potential
Airports
Transformational
Trends
17
Industry Focus
Trade Secret and Strictly Confidential
GIP IV: Fund Terms
1
1
This is a high level summary for discussion purposes only and is qualified in is entirety by the summary of terms of the Fund’s private
placement memorandum and the limited partnership agreement
2
Please refer to “Notes – Additional Disclosure” on page 30 for important additional information regarding Target Gross IRR
3
Provided that a Limited Partner’s Management Fee Rate shall not be lower than 1.30%
Energy, Transport, Water / Waste
Core, Core Plus
Primarily OECD; up to 15% in select non-OECD countries
Majority or control positions
10 years (plus 2 one-year extensions at GP discretion)
5 years
5 7 years
First $75 million - 1.75%
Next $75 million - 1.50%
Next $75 million - 1.25%
Amounts above $225 million - 1.00%
20% (8% preferred return, 80% / 20% catch-up)
100% credited to LPs
1.5% of total non-affiliated commitments, up to $300m
Sectors
Asset Risk Profile
Geography
Target Governance
Term
Investment Period
Indicative Hold Period
Management Fee
3
Carried Interest
Transaction Fees
Team Commitment
Target Fund Size
$17.5 billion
Minimum Commitment
$25 million
Target Gross Return
2
15-20% IRR
18
Trade Secret and Strictly Confidential
Current Infrastructure Market
19
Significant need for infrastructure investment on a global scale
Lower risk assets with attractive cash yields
Low correlation to equity markets and other asset classes
Inflation protection
Strong and defensible market positions
Growth potential with scope for operational improvements
Attractive &
Growing Asset
Class
GIP Response
Investing
Environment
Record amounts of available capital
Infrastructure funds undrawn capital estimated at over $150+ billion
Investors targeting “real assets”
Infrastructure assets trading at high valuations
High premia sought/paid in auctions of “Core Assets”
Investment discipline
Avoid broad auctions; seek value added investments
Focus on strategic joint ventures
Trade Secret and Strictly Confidential
GIP: A Market Leader in Infrastructure Investing
20
Experienced, Cohesive Team
Proven Track Record
Differentiated Approach to Origination
Operational Added Value
Trusted, Aligned Manager
1
2
3
4
6
Strategic Exits
5
Trade Secret and Strictly Confidential
21
GIP III Case Studies
Trade Secret and Strictly Confidential
Asset
Transaction Overview
Transaction Date September 2016
Enterprise Value at
Acquisition
2
40 billion
GIP Equity / % Ownership
3
$2,439 million / 17%
Seller Criteria Caixa, S.A. and
Repsol, S.A.
Industry Energy: Integrated Gas &
Power Utility
Risk Profile Core (69%) / Core Plus (31%)
Country Global (predominantly Europe
and Latin America)
1
Formerly Gas Natural, rebranded in June 2018
2
Enterprise value at acquisition is based on the trading price per share on the Spanish stock exchanges at acquisition
3
GIP Equity and % Ownership exclude GIP III Co-Investors
GIP III Investment Update Naturgy Energy Group
22
Business Description
Naturgy Energy Group,
S.A. (“Naturgy”) is one of the largest vertically integrated utilities in Europe
Globally diversified footprint serving c.
18 million customers, listed on the Spanish stock exchange
Involved in regulated
gas distribution, regulated electricity distribution, electricity generation (including renewables), natural gas
procurement and
supply, and gas and electricity supply and services
GIP III and a group of GIP III Co
-Investors acquired a 20% interest in Naturgy from Criteria Caixa, S.A. and Repsol, S.A. Resulted in
post
-transaction shareholdings of the three largest shareholders: Criteria 24.4%, Repsol 20.1% (subsequently acquired by CVC) and
GIP III Consortium
20.0%
GIP III’s first investment and GIP’s 13th strategic joint
venture
Investment Rationale Transaction Funding
Strategic partnership with blue
-chip global energy player
Leading
positions across a range of markets
Cash
flow stability underpinned by contracted or regulated revenues
Favorable
market dynamics
Attractive
value proposition
Negotiated
transaction with opportunity to leverage GIP’s expertise
Acquisition price of
19.00 per share, for a total
consideration of
3.87 billion (including
transaction
expenses)
Funded
with 2.57 billion of equity and 1.30
billion
of holding company level debt
Equity
initially funded with 2.22 billion
from GIP
III and
0.35 billion from GIP III Co-Investors
Non
-recourse holding company debt fully
underwritten by Santander and Criteria
Caixa
(50/50
)
5-year bullet repayment
Covenants independent of Naturgy share
price (no loan to value covenants)
Key Developments
New CEO & Executive Chairman,
Francisco Reynés, appointed in Feb 2018
New 2018
2022 Strategic Plan released in June 2018:
GIP worked alongside Naturgy & other stakeholders to develop the Plan
Renewed focus on capital discipline & efficiencies
Rebased dividends from 1bn to 1.3bn, commitment to
grow dividend by at
least 5% p.a.
Up to 0.4bn p.a. share buyback
500m reduction in average annual OPEX targeted by 2022
Reorganized business divisions and rationalized portfolio (c.
2.7bn of disposals
to date,
with further c. 300m expected)
In February 2018, Rioja
BidCo, a company controlled by funds advised by CVC
Capital Partners, purchased
Repsol’s 20.1% stake for 3.82 billion
1
Trade Secret and Strictly Confidential
Transaction Overview
Transaction Date October 2017
Enterprise Value at
Acquisition
1
$1.848 billion
GIP Equity / % Ownership² $1,197 million / 100%
Sellers The Energy & Minerals Group
and Laredo Petroleum, Inc.
Industry Energy: Midstream
Risk Profile Core Plus
Country United States of America
Business Description
Medallion Gathering & Processing, LLC (“Medallion”) is the largest privately
-held crude oil gathering and intra-basin
transportation system in the Midland Basin, located within the prolific Permian Basin shale oil play in Texas
The system, which spans some of the most attractive areas of the Midland Basin, comprises approximately 910 miles of
pipeline. The pipeline system is supported with integrated meters, pumps, truck unloading stations, and has operational
storage capacity of approximately 800k barrels of crude oil
Medallion
is underpinned by long-term 100% fee-based contracts which are supported by acreage dedications totaling
approximately
810,000 acres (670,000 acres at acquisition). These contracts require that all crude oil produced on the
dedicated acreage flows on Medallion’s system
The Company’s diverse portfolio of
18 customers includes ten of the 15 most active crude oil producers in the Midland
Basin
This
is GIP III’s third investment and GIP’s 8th investment in midstream energy
Investment Rationale Transaction Summary
GIP advantaged opportunity; capitalized on energy
capital markets dislocation to acquire a high
-
quality asset
that is strategically positioned in a rapidly growing area
New and critical infrastructure asset in the Permian
Basin, the most cost
-advantaged crude oil producing
basin in North America
Unique service offering allows customers to deliver their
production to multiple delivery hubs; helps maximize the
value of their product
Revenues underpinned by long
-term, 100% fee-based
contracts with a diverse group of customers; fixed fees
are also indexed to inflation
Contracts supported by approximately 810,000 dedicated
acres from large, investment grade producers as well as
Permian focused producers; all crude produced on the
dedicated acreage must flow on Medallion’s system at
agreed contractual rate
First
-mile connectivity at customers’ batteries creates
sticky long
-term relationships
Clear plan to deploy GIP operational capabilities
Acquisition price of
approximately $1.825 billion for a
100% of Medallion was funded with a combination of
approximately $1,150 million of equity at closing and
$725 million of committed debt financing, including a $25
million revolving credit facility
Additional cash consideration may be paid to the Sellers
based on GIP’s realized profit at exit
Medallion’s founder and senior
management team
continue to manage the business and have invested in
the transaction alongside GIP
GIP III Investment Update Medallion Midstream
23
Asset
1
Includes acquisition price of $1.825 billion and transaction / financing fees
² Includes Medallion’s management co-investment.
Trade Secret and Strictly Confidential
Transaction Overview
Transaction Date December 2017
Enterprise Value at
Acquisition
1
2,386 million
GIP Equity / % Ownership
2
c.$450 million / 50%
Seller Ørsted A/S
Industry Energy: Renewable Power
Risk Profile Core Plus
Country Germany
1
Includes interest during construction, transaction fees and financing expenses of approximately 25 million; total
consideration to Ørsted is 1,168 million; subject to exchange rate and final financing terms
2
GIP III has committed to fund c.$450 million but has only funded $413 million as of September 2018
Business Description
Borkum
2 is a 465MW offshore wind farm project in the German North Sea currently being constructed by Ørsted A/S
(“
Ørsted”), with full commissioning expected in Feb 2019
Builds
upon the relationship between Ørsted and GIP, which started in 2015 with partnership in Gode Wind I
Ørsted
is the world leader in offshore wind power, with a 29% market share of global installed capacity over 25 years of
offshore wind power engineering, procurement and construction (“EPC”) and operating experience
Borkum
2 utilizes 56 state of the art MHI Vestas 8.3MW turbines
Construction risk minimised through
turnkey EPC wrap contract at a fixed price and fixed completion date
Long
-term full-service 20 year O&M contract with Ørsted, with the first 5 years in partnership with MHI Vestas under a
turbine service and warranty agreement
Construction progressing well,
first power occurred in Aug 2018 and completion is expected in Q1 2019
This was GIP
III’s second investment and GIP’s 14th strategic joint venture
Investment Rationale Transaction Funding
Continuation of GIP’s strategy of forming JVs with
leading industrial partners
Second partnership with Ørsted, the world's leading
offshore wind developer
Exposure to a growth sector that is fundamental to
reaching EU environmental targets
Attractive incentive structure and stable regulatory
environment
Engineering, procurement and construction wrap, O&M
contract and offtake agreement mitigate construction,
operational and balancing risks
State of the art turbine technology and quality wind
resource
Acquisition price of
1,193 million for a 50% interest of
Borkum
2 will be funded with 378 millionof equity
(approximately
$450 million) and 815 million of debt at
the GIP holding company
level
1
Equity
capital will continue to be called in installments
over 2018
-2019 as construction reaches pre-
determined
milestones
$413 million funded as at September 2018
10 year fixed
rate debt is non-recourse, fully portable,
and BBB
rated
GIP III Investment Update Borkum Riffgrund 2 (“Borkum 2”)
24
Asset
Trade Secret and Strictly Confidential
Transaction Overview
Transaction Date January 2018
Enterprise Value at
Acquisition
$5.0 billion
GIP Equity / % Ownership
1
$1,910 million / 58%
Seller Equis Funds Group
Industry Energy: Renewable Power
Risk Profile Core Plus
Country Asia Pacific
Business Description
Vena Energy
(formerly known as Equis Energy) is the largest independent renewable energy power producers in the Asia-
Pacific region (“APAC
”), with 2.4GW of OCSR
2
assets and a development pipeline of over 11 GW
Headquartered
in Singapore and has local teams in 15 offices across eight countries
Portfolio underpinned by 2.4 GW
of operational, construction and shovel-ready (“OCSR”) assets benefitting from excellent
sites, resources, and equipment from top
-tier global manufacturers
Highly deliverable development
pipeline of over 11 GW, focused primarily in core markets of Japan, Taiwan, and Australia
In
-house development and internalization of O&M and asset management drives attractive development economics
Significant potential to expand into new markets (e.g. Korea) and new technologies (e.g. offshore wind, battery storage)
This
is GIP III’s fourth investment and GIP’s fifth investment in renewable energy
Investment Rationale Transaction Overview
Well
-
positioned in the world’s fastest growing renewables
markets (APAC renewables capacity expected to double
in next 10 years)
Stable cash flows underpinned by attractive contracts
with a remaining average life of over 20 years
Significant development pipeline of over 11 GW, with
c.60% in core markets of Japan, Taiwan, and Australia
Diversification across geographies and technologies
strongly mitigates risk
Over 70% of value from core development markets of
Japan, Taiwan, and Australia
c.80% of FX exposure denominated in low
-risk
currencies (USD, JPY, and AUD)
Control of investment allows GIP to drive strategy and
maximise value creation
Best
-in-class local management teams with a track
record of successfully developing projects
Ability to leverage GIP’s expertise in renewables
Diversified portfolio creates superior exit optionality
Acquisition
price of $3.7 billion (including transaction
costs) was funded
by GIP III and GIP III Co-Investors
with $
3.28 billion of equity and $450 million of holding
company level
debt
$3.28 billion of equity funded with $1.89 billion
from
GIP III, $1.35 billion from GIP III Co-Investors, and
$50 million from Vena Energy’s senior management
team, aligning interests
5 year non-recourse holding company debt fully
committed by group of banks
Vena
Energy represents a strong fit with GIP’s global
renewable energy investment strategy
GIP III Investment Update Vena Energy
25
Asset
1
GIP Equity and % Ownership exclude GIP III Co-Investors. GIP III’s ownership stake including GIP III co-investment is 98%
2
Operational, construction, and shovel ready assets.
Trade Secret and Strictly Confidential
Transaction Overview
Transaction
Date
April 2018
GIP Equity / %
Ownership
$1,740 million / 72.5%
Sellers Intesa Sanpaolo (18.8%), Generali (14.3%),
Peninsula Capital (12.6%), Diego Della Valle
(17.1%), Luca Montezemolo (12.2%), Flavio
Cattaneo (5.8%), Isabella Seragnoli (5.7%),
Giovanni Punzo (7.9%), Alberto Bombassei
(4.8%), Existing NTV management (0.3%)
Industry Transport: High speed rail
Risk Profile Core Plus
Country Italy
Business Description
Italo
, headquartered in Rome, is the leading private operator in the European high-speed rail passenger transportation
market, and the second largest operator in Italy, with a
market share of 25% measured by passenger kilometers per year,
expected
to increase to 36% by 2020
Italo
connects 20 major Italian cities (incl. Rome, Milan, Venice, Florence, Bologna and Naples) along four key routes,
covering c.70% of Italy’s population
The fleet
is fully owned and comprises 25 Alstom AGV trains and 22 new Alstom EVO trains (by the end of 2020)
Italo
offers 88 daily services currently, expected to increase to 110 once the full 47 train fleet is operational
This
is GIP III’s sixth investment and GIP’s second investment in rail
Investment Rationale Transaction Overview
High speed rail represents the core of Italy’s inter
-city
passenger transportation infrastructure. High barriers to
entry (including
limited track capacity, station access,
cost of train purchase)
, mean that the risk of a new
entrant is very low
Open access operator, with no tariff regulation or other
imposed constraints on performance or profitability
Transparent
and supportive policy framework, and a
perpetual asset not subject to a finite concession
High speed rail in Italy is highly attractive in terms of cost,
convenience and travel time relative to air/motorway
travel. The Italian high speed rail market grew at a CAGR
of c.9% over 2012
-2017
2
Italo
is the lowest cost producer by a wide margin which
allows it to profitably set prices up to 20% below the
incumbent (Trenitalia) as it builds market share.
Competitiveness is underpinned
by a young, efficient
fleet and a 30
-year O&M contract with Alstom with
guaranteed availability and maintenance costs
High and improving EBITDA margin (26% in 2016; 34%
1
in 2017) and high cash conversion
Italo
is increasing its capacity by ~70%, with fully
contracted new fleet roll
-out through Q2 2020
GIP expects to add value through revenue optimization,
ancillary revenues, asset utilization, operational and
business development
Acquisition
price of 1.94 billion paid in cash funded by
GIP III and reinvesting shareholders (
150 million for
7.7% stake)
Subsequent syndication of c. 20% of the equity brought
GIP III’s ultimate stake to 72.5%
Proprietary
, negotiated transaction, pre-empting an IPO
Equity funded acquisition with debt fully refinanced at
attractive terms in August 2018 in a 100% underwritten
transaction
Purchase
price implies an EV / LTM EBITDA
1
multiple of
14.9x
Secured compelling valuation through negotiated deal,
with IPO valuation range constrained by lack of good
listed
comparables
Management team retained and aligned, with significant
equity interest in the business (
40m investment)
Italo
fits strongly within GIP’s global transport investment
strategy
1
EBITDA including energy efficiency certificates and excluding one-off costs
2
As per NTV Italo website
GIP III Investment Update NTV Italo
26
Asset
Trade Secret and Strictly Confidential
Transaction Overview
Transaction Date July 2018
Enterprise Value at
Acquisition
~$12 billion
GIP Equity / % Ownership
1
$1,513 million / 100% of EMM;
64% of ENLC; 23% of ENLK
Seller Devon Energy
Industry Energy: Midstream Oil & Gas
Risk Profile Core Plus
Country United States of America
Business Description
The EnLink Midstream group of companies (“EnLink” or the “Company”) is a leading, scale and diversified midstream
platform providing natural gas gathering, processing, transportation and storage services, NGL transportation and
fractionation services
and crude oil gathering services primarily in Oklahoma, Texas, and Louisiana
EnLink’s assets include ~11,000
miles of pipelines, 20 natural gas processing plants with ~4.8 Bcf/d capacity, seven
fractionators with 262
Mbbl/d capacity, a 130 Mbbl/d NGL transportation pipeline and other complimentary assets
EnLink is strategically located, diversified asset base well
-positioned in key supply basins and critical demand regions
The Company has a market
-leading gathering and processing (“G&P”) position in the Oklahoma STACK play (the
“STACK”), one of the most active and economically advantaged shale plays in the U.S., as well as significant operations in
the Permian Basin, the Barnett Shale and Louisiana supply and demand markets
EnLink provides midstream services to Devon Energy Corporation (“Devon”, NYSE: DVN)
(Market Cap: $23 billion; Credit
Rating: BBB / Ba1 / Stable)
(~47% of 2017 gross margin) as well as a diverse group of high quality producer customers
under generally long
-term, fee-based commercial agreements
This is GIP
III’s seventh investment and built on GIP’s market-leading midstream energy investment franchise
Investment Rationale Transaction Overview
GIP capitalized on its deep industry relationships to
a
cquiring control of a leading, scale and diversified
midstream franchise with ~$1.0 billion in EBITDA
Strategically located, scale and diversified midstream
business providing critical infrastructure services in
leading U.S. oil and
natural gas producing basins and
demand centers
Business model provides cash flow stability and growth
via fee
-based cash flows with minimal direct commodity
price exposure underpinned by high
-quality customers
Approximately 94% of 2017 gross margin generated
from fee-based contracts
Long-term strategic relationships with leading
customers; serving more than 50 customers across
its extensive G&P footprint in the STACK and
Permian Basin, including some of the largest
operators in each region
EnLink’s anchor customer, Devon, is a leading
upstream producer with significant economically
advantaged acreage dedicated to EnLink
Services provided include an integrated value chain
between advantaged supply and demand regions, which
provides opportunity
to generate multiple revenue
streams and diverse cash flows
Highly experienced management team with average 25
years of industry experience
GIP control provides clear path to deploy GIP operational
capabilities
Bilateral transaction capitalizing on GIP’s deep industry
relationships and credibility as
good long-
term partner to
selling owner/ customer Devon
On June 6, 2018, GIP announced that it had agreed to
acquire Devon’s controlling interests in EnLink
$3.125 billion purchase price
Initially funded with equity GIP III and a $1.0 billion
committed term loan
Transaction closed July 18, 2018
GIP’s interests include (
i) a 100% interest in EnLink
Midstream Manager, LLC (“EMM”), (ii) an approximate
64% equity interest in EnLink Midstream, LLC (“ENLC”,
NYSE: ENLC), and (iii) an approximate 23% limited
partner equity interest in EnLink Midstream Partners, LP
(“ENLK”, NYSE: ENLK)
1
As a part of the transaction, Devon agreed to extend
certain of its fixed
-fee G&P agreements in the STACK
and Barnett with EnLink through 2029; all Devon G&P
agreements have remaining tenor of over 10 years
On October 22, 2018,
EnLink announced
a transaction to
simplify is corporate
structure whereby ENLC would
acquire ENLK via a stock
-for-stock merger (the
“Simplification”). The Simplification is consistent with
GIP’s original Investment Case and is expected to close
in Q1 2019
2
̶
GIP to own ~40% of the pro forma ENLC entity and
retain full governance and control own EnLink
through its ownership of EMM
GIP III Investment Update EnLink Midstream
27
Asset
1
Equity net of $1 billion committed term loan. Ownership percentages include GIP co-investors.
2
Subject to majority unitholder approval of both ENLC and ENLK common unitholders.
Trade Secret and Strictly Confidential
Transaction Overview
Transaction Date August 2018
Enterprise Value at
Acquisition
$9.9 billion
1
GIP Equity / % Ownership $1,255 million
2
/ 44% / 100%
3
Seller NRG Energy, Inc.
Industry Energy: Renewable Power
Risk Profile Core Plus
Country United States of America
Business Description
GIP
acquired NRG Energy, Inc.’s (“NRG”) integrated U.S. renewable business, including its controlling stake and 44%
economic interest in NRG Yield, Inc. (“NYLD”), as well as NRG’s renewable energy operations and maintenance (O&M)
and development
platforms
At transaction close, the consolidated
business changed its name to Clearway Energy Group (“Clearway”) and NYLD
changed its name to Clearway Energy, Inc. (NYSE:CWEN)
CWEN has
the largest project portfolio (by installed capacity) among U.S. power “yieldcos” and is the second largest in
enterprise value and market capitalization
Operating capacity totals over 7 GW and is diversified across wind, solar, natural gas and district energy technologies
Long-term contracted project portfolio; weighted average remaining contract life of 15 years
Clearway’s renewable
O&M platform operates 4.1 GW of renewable power generation
Clearway’s development
platform has a total project pipeline of approximately 9
GW of renewable generation opportunities
across the U.S
.
Investment Rationale Transaction Overview
Large portfolio of operating core and core plus
infrastructure assets, exceptional portfolio diversity,
strong underlying contracted cash flows
Integrated renewables platform supports CWEN
operations and growth, and creates opportunities to
capture value through opportunistic acquisitions
Robust market demand for clean energy driven by
portfolio standards, environmental regulations, corporate
initiatives, and cost competitiveness with conventional
resources
Strong existing senior management team with impressive
track record, well
-positioned to execute on future
business plans
Acquisition
price of $1.35 billion (net of certain
adjustments
) funded by GIP III
Additional significant commitments to facilitate
transaction include:
Arranged a $1.5 billion backstop credit facility to
mitigate change of control risk with CWEN existing
corporate debt
$405 million commitment to backstop CWEN’s
acquisition of the 527 MW Carlsbad natural gas-
fired power project in California. Ensures a timely
acquisition in the event CWEN is unable to raise
efficient third-party capital to purchase the project
Competition was limited by transaction’s size and
complexity. GIP leveraged its deep experience in
renewable energy, corporate carve-outs, structuring
capabilities and track record
Clearway is a critical component of GIP’s global
renewable energy investment strategy
1
CWEN’s enterprise value reflecting investment valuation
2
GIP equity investment net of purchase price adjustments, excludes $405 million backstop of CWEN’s acquisition of the 527 MW
Carlsbad natural gas-fired power project in California
3
GIP will have a 44% economic interest and 55% voting interest in CWEN, 100% ownership of Clearway
GIP III Investment Update Clearway Energy
28
Asset
Picture TBU
Trade Secret and Strictly Confidential
Transaction Overview
Transaction Date November 2018
Enterprise Value at
Acquisition
c. $5.8 billion
GIP Equity / % Ownership c.$1,235 million / 50%
Seller Ørsted A/S
Industry Energy: Renewable Power
Risk Profile Core Plus
Country United Kingdom
Business Description
Hornsea
Project One offshore wind farm (“Hornsea 1”) is a 1,218MW offshore wind farm project in the U.K. North Sea
being constructed by
Ørsted A/S (“Ørsted”), with final commissioning expected in Q1 2020
When fully constructed, it will be the largest offshore wind farm in the world
Hornsea
1 will receive payments for electricity generated under the U.K. Contracts-for-Difference (“CfD”) regime, which
provides revenues based on a
CfD strike price for 15 years post commissioning. In 2018, the strike price on CfD is
£156/MWh and will be adjusted annually for inflation
Ørsted
provides a turnkey EPC wrap contract, which establishes a fixed price and will protect GIP from the majority of
construction risks
Hornsea
1 will consist of 174 Siemens Gamesa 7MW turbines which are being delivered with a five-year yield-based
availability guarantee provided by Siemens
Gamesa. Post the initial five-year service warranty agreement period, Ørsted
will provide a separate yield
-based performance incentive mechanism for another 15 years
20
-year O&M contract with Ørsted, which will guarantee a fixed price for the majority of ongoing operating costs and will
also include a separate cost
-sharing mechanism to minimize volatility of expenditure associated with major component
replacement in the turbines
This is GIP III’s eighth investment and GIP’s third strategic
joint-venture with Ørsted, following two existing partnerships
with
Ørsted in respect of the Gode Wind 1 and Borkum Riffgrund 2 offshore wind farms
Investment Rationale Transaction Funding
Third and largest joint
-venture with Ørsted, the world’s
leader in offshore wind power development
Stable cash flows via inflation
-linked CfD
revenues for 15
years following commissioning
With a current
CfD strike price of £156/MWh, Hornsea 1
will be one of the last offshore wind projects in the U.K.
to receive tariffs of this magnitude
Portable long
-term debt financing package at attractive
pricing
average all-in senior cost of debt of 3.2% and
all
-in mezzanine cost of debt of 5.2%
Once constructed,
Hornsea
1 is expected to deliver high
EBITDA margins of over 75% and attractive dividend
yields of c.10% during the tenor of
CfD payments
Acquisition
price of £4,500 million for a 50% interest in
Hornsea
1 will be funded with c.£957 million of equity
(c.
$1,235 million) and c.£3,580 million of debt
The debt package is the largest single
-project debt
financing to date in the global renewable energy sector
and consists of 7 separate tranches
- £2,750 million of senior debt associated with
generation assets that amortize over the tenor of
CfD
- £572 million of short-term debt related to the
construction of offshore transmission assets
- £258 million of mezzanine debt
Equity capital will be called in instalments over 2018
-
2020 as construction achieves pre
-determined
milestones
GIP III Investment Update Hornsea Project One (“Hornsea 1”)
29
Asset
Trade Secret and Strictly Confidential
Notes Additional Disclosure
1. Past performance is not necessarily indicative of future results and there can be no assurance that Global Infrastructure Partners IV-A/B, L.P., a Delaware limited partnership and its parallel vehicles
(collectively, the “Fund” or “GIP IV”) will achieve comparable results or that the Fund will be able to implement its investment strategy or achieve its investment objective. There can be no assurance that the
sector and geographical composition as well as the breakdown in risk categorization of GIP I, GIP II or GIP III will be replicated for GIP IV.
2. “AUM” is calculated as unfunded commitments of investment vehicles and separate accounts managed by Global Infrastructure Management, LLC and its affiliates, plus the asset value of existing investments
and co-investments in which GIP clients have participated as of September 30, 2018.
3. Investments denominated in currencies other than United States Dollars are converted using the current exchange rate as of September 30, 2018 and are inclusive of the impact of any hedging instruments in
place. Figures are rounded to nearest whole number.
4. “Investment” is gross equity investment less any equity syndicated post-closing (as of September 30, 2018, (i) for GIP I, London City Airport, London Gatwick Airport and Biffa, (ii) for GIP II, Access Midstream
Partners and Hess Infrastructure Partners and (iii) for GIP III, Naturgy, Vena Energy, NTV Italo and EnLink Midstream). Co-investments are also excluded.
5. “Distributions” include distributions of carried interest to the general partner. References to distributions to investors or amounts distributed to investors likewise include distributions of carried interest to the
general partner.
6. “Unrealized Value” is based on GIP’s valuation methodology. Unrealized investments are valued by the GIP Valuation Committee pursuant to Financial Accounting Standards Board Codification Section 820
(formerly Statement of Financial Accounting Standards No. 157) using a combination of one or more of three methods: (i) comparable public market valuation; (ii) comparable acquisition valuation; and (iii)
discounted cash flow analysis. The fair market values assigned to the investment portfolio, including the process of developing the fair market values including the market data, comparables and inputs to the
valuation, are audited by external auditors. As part of an open and on-going dialogue with GIP’s external auditors, certain investments may be audited in advance of year-end where the expected valuation
and underlying assumptions are not anticipated to change significantly. While the GIP Valuation Committee’s valuations of unrealized investments are based on assumptions that GIP believes to be
reasonable under the circumstances, the actual realized returns on unrealized investments will depend on, among other factors, future operating results, market conditions at the time of disposition, related
transaction costs and the timing and manner of sale, all of which may differ from the assumptions in the valuations that are part of the performance information contained herein. As a result, the actual realized
returns may differ materially from the returns indicated herein.
7. “Gross MOIC” is calculated as Total Realized/Unrealized Value divided by Investment. For purposes of this calculation, any distributable cash that is reinvested by a GIP fund is deemed to be distributed to,
and recontributed by, the investors.
8. “Gross IRR” means an aggregate, compound, annual, gross internal return on investments. Gross IRR is calculated using internal GIP valuations and on the basis of actual timing of portfolio company inflows
and outflows through the valuation date, aggregated daily, and disposition proceeds through the date of exit. The return is annualized. Gross IRR does not take into account realized and unrealized carried
interest, management fees, taxes, transaction costs in connection with the disposition of unrealized investments and other expenses borne by investors in GIP funds, which will reduce returns, and in the
aggregate, are expected to be substantial. As noted above, while the GIP Valuation Committee’s valuations of unrealized investments are based on assumptions that GIP believes to be reasonable under the
circumstances, the actual realized returns on unrealized investments will depend on, among other factors, future operating results, market conditions at the time of disposition, related transaction costs and the
timing and manner of sale, all of which may differ from the assumptions in the valuations that are part of the performance information contained herein. As a result, the actual realized returns may differ
materially from the returns indicated herein.
9. “Net IRR” is presented on a pre-tax basis and takes into account realized and unrealized carried interest, management fees, and other expenses that were incurred by the applicable GIP funds (other than
taxes borne, to be borne or deemed borne by investors in such funds, including, for example, certain taxes borne or deemed borne as a result of the investor’s status or taxes borne or deemed borne by the
GIP funds or vehicles, including alternative investment vehicles and blocker entities, through which investors may participate in the applicable GIP funds or their investments). Net IRR is calculated based on
(i) internal GIP valuations and on the basis of actual timing of portfolio company inflows and outflows through the valuation date, aggregated daily, and dispositions proceeds through the date of exit, (ii)
investor contributions with respect to the payment of management fees and other expenses that were incurred by the GIP funds applied on the date of such contribution and (iii) the amount of carried interest
calculated as of the date of distribution of proceeds to the investors from the proceed event that gave rise to such carried interest, but applied as of the date of such proceed event. The return is annualized.
The GIP funds are comprised of multiple investment vehicles and the Net IRR is presented on a pre-tax, aggregate basis. Certain GIP funds have different fee structures from the structure GIP IV is expected
to have. The general partner’s capital contribution is included in the calculation of Net IRR of each GIP fund, and the general partner does not bear management fees or carried interest. With respect to GIP II,
capital contributions by investors in GIP II Friends & Family, L.P. are included in the calculation of Net IRR for GIP II, and such investors do not bear management fees and carried interest. With respect to GIP
III, capital contributions by investors in GIP III Friends & Family, L.P. are included in the calculation of Net IRR for GIP III, and such investors do not bear management fees and carried interest. GIP believes
that the impact on the Net IRR, had the general partner and such investors borne management fees and carried interest, is immaterial.
10. “Average Cash Yield” means the average cash yield per annum and is based on total Distributions divided by Weighted Average Invested Capital. Weighted Average Invested Capital is calculated based on a
methodology that time-weights the annual amount of invested capital to account for the timing of capital deployment.
11. Unlike GIP III, the Fund may invest up to 15% of commitments in one or more non-OECD countries rather than 10%.
12. Prospective investors are encouraged to contact GIP representatives to discuss the procedures and methodologies used to calculate the investment returns and other information provided herein.
30
Trade Secret and Strictly Confidential
Notice to Recipients
The information provided in this presentation (the “Presentation”) is strictly confidential and included for discussion purposes only in connection with Global Infrastructure Partners IV-A/B, L.P., a Delaware limited partnership and its parallel vehicles (collectively, the
“Fund” or “GIP IV”). It may not be disclosed, in whole or in part, to any person in any way without the express prior written consent of Global Infrastructure Management, LLC (the “Manager”), except as required by law or regulatory requirements.
Notwithstanding the foregoing, each investor and prospective investor (and each employee, representative or other agent thereof) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Fund and its investments
and all materials of any kind (including opinions or other tax analyses) that are provided to such investor or prospective investor relating to such tax treatment and tax structure, provided that (a) in any event, investors and prospective investors may not disclose the
name of, or any other identifying information in relation to, the Fund or its investments, except to their tax advisors or to a regulatory authority as required by law and (b) none of the foregoing shall be construed to include the name or performance data of any
investment (other than the purchase or sale price of any investment) including the existence, amount or nature of any unrealized loss or portfolio reserve.
Unless stated otherwise, statements in this Presentation are made as of the date noted and have not been (nor will they be) updated to reflect information that became available or changes occurring after such date.
This Presentation does not constitute an offer to sell or a solicitation of an offer to buy an interest in any current or prospective fund managed by the Manager including the Fund. Such an offer, if made, may be made only through the confidential private placement
memorandum of the Fund (as may be supplemented from time to time, the “Memorandum”) and the Fund’s constituent documents (together, the “Final Documentation”). The information contained herein is qualified in its entirety by reference to the Memorandum,
which will contain information about the investment objectives, terms and conditions of an investment in the Fund, as well as certain tax information, risk disclosures and information about conflicts of interest. In particular, track record information included in this
Presentation does not contain footnotes that are critical to understanding the investments and that can be found in the Memorandum; consequently, this Presentation must be read in conjunction with the Memorandum. Historical information, in the track record or
otherwise, is not indicative of future results, and the historical information in this Presentation is not an indicator of future performance.
No person has been authorized to make any statement concerning the Fund other than as set forth in the Memorandum, and any statements made that are not contained therein may not be relied upon. This Presentation is being provided only to “qualified
purchasers” (within the meaning of the U.S. Investment Company Act of 1940, as amended). Offers and sales of interests in the Fund will not be registered under the laws of any jurisdiction and will be made solely to persons that are both “qualified purchasers” and
“accredited investors” as defined in Regulation D under the U.S. Securities Act of 1933, as amended.
An investment in the Fund will involve significant risks, including the risk that an investor may lose its entire investment. Other significant risks associated with investing in the Fund will be described in the Memorandum. Prospective investors should read the
Memorandum and pay particular attention to the description of certain risk factors and potential conflicts of interest that will be contained therein. Investors should have the financial ability and willingness to accept the risk of loss of their entire investment in the
Fund.
While the information contained in this Presentation has been prepared in good faith, the Manager makes no representation or warranty as to its accuracy, truth or completeness. The information provided in the Presentation should not be taken as an indication of
the likely future performance of the Fund. There can be no assurance that the Fund will be able to implement its investment strategy or acquire the investments necessary to achieve its investment objectives.
The overall targeted portfolio Gross IRR is hypothetical and is neither a guarantee nor a prediction or projection of future performance. The target portfolio Gross IRR is based on GIP’s current objective regarding the aggregate Gross IRR of the Fund during its term.
The target Gross IRR that the Fund intends to seek is based on the General Partner’s current objective regarding the aggregate, compounded, gross internal rate of return on investments that the Fund may be expected to achieve during its term, as well as analysis
by the investment team of a number of variables and assumptions, a review of market comparables, and the investment team’s knowledge and experience with respect to debt and debt-linked investments in infrastructure assets. However, there is no guarantee that
the conditions on which such assumptions are based will materialize as anticipated and will be applicable to the Fund and any differences may be material. Target gross returns for individual investments may be either greater or less than the target portfolio Gross
IRR. A broad range of risks could cause the Fund to fail to meet its investment objectives and target portfolio Gross IRR. Prospective investors should note that the target portfolio Gross IRR does not reflect management fees, “carried interest,” taxes, transaction
costs in connection with the disposition of unrealized investments and other expenses to be borne by investors in the Fund, which will reduce returns and, in the aggregate, are expected to be substantial. A hypothetical illustration of the effect of such fees,
expenses and other charges on such returns is available upon request.
Certain information contained in this Presentation constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “estimate,” “intend,” “continue,” or “believe,”
the negatives thereof, other variations thereon or comparable terminology. Prospective investors should pay close attention to the assumptions underlying the analyses and forecasts contained in this Presentation. The analyses, targets and/or forecasts contained
in this Presentation are based on assumptions believed to be reasonable in light of the information presently available. Such assumptions (and the resulting analyses and targets and/or forecasts) may require modification as additional information becomes
available and as economic and market developments warrant. Actual events or the actual performance may differ materially from those contemplated in such forward-looking statements. Nothing contained in this Presentation may be relied upon as a guarantee,
promise, assurance or a representation as to the future.
Certain information contained herein has been obtained from sources prepared by other parties, which in certain cases have not been updated through the date hereof. While such information is believed to be reliable for the purpose used herein, neither the
General Partner nor the Manager assumes any responsibility for the accuracy or completeness of such information and such information has not been independently verified by the General Partner or the Manager.
Investors should not construe the contents of this Presentation as legal, tax, accounting, investment or other advice. Each investor should make its own inquiries and consult its advisors as to the legal, tax, financial and investment implications of an investment in
the Fund.
Registration with the SEC as an investment adviser does not imply a certain level of skill or training.
None of the information contained herein has been filed with the U.S. Securities and Exchange Commission, any securities administrator under any state securities laws or any other governmental or self-regulatory authority. No governmental authority has passed
on the merits of the offering of interests in the Fund or the adequacy of the information contained herein. Any representation to the contrary is unlawful.
As used in the Presentation, all references herein to “dollars” or “$” refer in all cases to United States Dollars, all references herein to “euros” or “€” refer in all cases to Euros, the unit of currency in the Eurozone, and all references here in to “pounds” or “£” refer in all
cases to Pounds Sterling, the unit of currency of the United Kingdom. Investments denominated in currencies other than United States Dollars are converted using the current exchange rate as of the date noted and inclusive of the impact of any hedging instruments
in place.
This communication is intended only for and will be distributed only to persons resident in jurisdictions where such distribution or availability would not be contrary to applicable laws or regulations. The products mentioned in this Presentation may not be eligible for
sale in some states or countries. Prospective investors in the Fund should inform themselves as to the legal requirements and tax consequences of an investment in the Fund within the countries of their citizenship, residence, domicile and place of business.
The Fund has not yet been formed. No subscription to interests in a fund is currently possible for investors in the European Economic Area (“EEA”). No subscriptions for a fund are currently being sought, solicited or accepted from prospective investors in the EEA.
Subscriptions for a fund will only be sought, solicited and accepted after all requirements for marketing of the interests of such fund in the investor’s respective EEA member state are met. Any information in this presentation is preliminary and subject to change and
is replaced by the information in the Final Documentation. The Final Documentation may be made available only after all requirements for marketing of the interests of the Fund in the investor’s respective EEA member state are met. Subscriptions to the Fund will
only be made and accepted on the basis of the Fund’s Final Documentation.
By accepting delivery of this Presentation, each prospective investor agrees to the foregoing and agrees to return this Presentation to the Fund promptly upon request.
UK Investors
This Presentation is being communicated in the United Kingdom by Global Infrastructure Management LLP, which is authorised and regulated by the Financial Conduct Authority, only to (a) “professional investors”, as defined in regulation 2(1) of the Alternative
Investment Fund Managers Regulations 2013 (as amended), (b) persons who have professional experience of participating in unregulated schemes, falling within article 14(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Promotion of
Collective Investment Schemes) (Exemptions) Order 2001 (as amended) (the “PCIS Order”), (c) persons falling within article 22 (“high net worth companies, unincorporated associations etc”) of the PCIS Order, or (d) persons to whom this Presentation may
otherwise lawfully be communicated (the persons referred to in (a) to (d) being referred to collectively as “relevant persons”). This Presentation must not be acted on or relied on by persons who are not relevant persons. The interests are available only to relevant
persons.
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