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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