Local Gas Distribution Company with over 35,000 customers in Three U.S. States

MWA represented institutional investors considering the acquisition of an unregulated natural gas distribution company serving residential, commercial and industrial customers in three Midwest states.  The company benefits from (i) high barriers to entry, (ii) long-term customer contracts (extending 20+ years); (iii) a diverse customer base (over 35,000 meters); and (iv) zero commodity price risk.  By generating both fixed and volume-based service fees tied to meter count and gas delivery, the company enjoys a recurring revenue base and strong earnings visibility. The company’s financial profile also features (i) a resilient business model (natural gas consumption is relatively uncorrelated to general economic conditions); and (ii) limited maintenance capital expenditures.

The company’s business model is such that a significant portion of revenues are generated from long-term contracts, rather than rates set by regulators. Targeting communities that use propane and oil as their primary heating fuel, for replacement with cheaper, more efficient and cleaner burning natural gas, the company builds natural gas infrastructure and transfers systems to unregulated non-profit co-operatives in return for a throughput fee (for useful life of system) and a service fee (20-30 year contracts). The company also operates a gas brokerage business (assuming no commodity risk) for co-ops and commercial, industrial and government customers.

The company represented a scalable, growth-oriented platform – increasing customer penetration in their existing service footprint and extending into adjacent communities - with minimal investment and operating overhead. The company continues to expand into other states with favorable regulatory frameworks through both acquisition and construction of new systems.

Over 2 GW of Construction-Ready Natural Gas-fired Power Plants to replace coal-fired electricity generation in the Northeast U.S.

MWA actively pursued two opportunities to finance and own construction-ready natural gas-fired power plants in the PJM region of the Northeast U.S.

With abundant, relatively inexpensive natural gas, environmental concerns, and regulation requiring the replacement of aging coal-fired and nuclear electricity generation, natural gas is considered the superior fuel type in most electricity markets. Natural gas is a cleaner fuel relative to coal due to: (i) lower CO2 and NOx emissions; (ii) negligible ash, SO2 and mercury emissions; and (iii) lower water usage. Gas also allows for greater flexibility in operating power plants (for use as ‘base load’ and/or ‘peaking’ or mid-range operation in conjunction with intermittent wind and solar generation).

Both projects involved partnering with experienced developers to invest in a series of ‘shovel-ready’ projects. In each case, the developer had a pipeline of projects at various stages of development. MWA’s approach was to obtain pre-emptive rights to invest as the ‘cornerstone’ in each project with the ability to attract like-minded investors.

The projects' comparative advantages included: access to multiple sources of natural gas (providing optionality and a low price); proximity to electricity demand/load pockets and transmission interconnection; low cost access to water supply; well positioned on the dispatch stack to run as a base load resource due to low cost, highly efficient plant operation; and site expansion capacity. Seven year rolling hedges for both the gas supply and electricity price dampened risk and cash flow volatility.

Silicon Ranch Corporation (SRC), a U.S. Solar PV Independent Power Producer targeting 1 GW

MWA advised funds managed by Partners Group Americas – a Swiss-headquartered global investment management firm – on a $100M equity investment, and a follow-on of $55M, representing a 43.8% equity interest in a rapidly-growing, utility-scale solar PV platform company. Silicon Ranch Corporation – based in Nashville, Tennessee – had operating, in-construction and development projects across 12 states. Founded in 2011, the Company had over 100 MW of operating assets, over 400 MW of projects scheduled for construction between 2016 and 2018, and an additional 450+ MW of development pipeline. Project revenues are underpinned by long-term power purchase agreements (PPAs) with creditworthy electric cooperatives and commercial & industrial customers.

MWA originated the transaction through a direct relationship with management. Strategic consulting and financial advice included assessing value, obtaining exclusivity for the transaction, performing due diligence, identifying key risks and upsides, providing insights during negotiations and assisting in closing. Consistent with a differentiated platform strategy, the investment provided an attractive base case expected return, potential upside, and significant downside protection via long-term contracted cash flows. The $155M investment was used primarily to fund construction of the project pipeline, and represented the largest ownership interest in the Company with attendant governance rights.  In addition to completing projects it has developed, the Company reviews opportunities to acquire other development assets, in order to achieve its goal of owning and operating over 1 GW of solar generating capacity by 2021.

In January 2018, Shell Americas acquired Partners Group's 43.8% equity interest in SRC for cash in the amount of ~$215M.

155 MW Solar PV Project Portfolio
in North Carolina

MWA represented a major South Korean Institutional Investor considering the acquisition of a 155 MWDC portfolio of 24 construction-ready solar PV projects located across North Carolina.

The power purchase agreements (PPAs) were with subsidiaries of a major electric utility and renewable energy credits (RECs) were contracted with investment grade counterparties. The developer had 100% control and 40-year access to project sites – under 15-year terms with multiple five-year extension options. Projects were fully permitted including zoning approvals, certificates of public convenience and necessity, and FERC certification for qualifying facility (QF) status; initial environmental studies including wetland flag maps, wetland delineation, and phase one environmental site assessments were completed; and terms with multiple tier one EPC and O&M providers had been negotiated. With tax equity investors to be finalized, the projects were on track to qualify for Investment Tax Credits and scheduled to reach commercial operation in early 2017.

As a result of stage of development of the projects, the institutional investor – comprised of a JV between Korean Electric Power Corporation (KEPCO) and the National Pension Service (NPS) of Korea – had the opportunity to bring EPC contractor, asset management, and O&M services to the projects; which was very attractive to them.

U.S. Operator and Developer
of over 400 MW of Utility-Scale Solar PV Assets

MWA represented institutional investors considering an investment in a North American developer, owner and operator of utility-scale solar PV projects in two US states, with an interest in expanding to select additional regions in the U.S., and into greenfield development. At the time, the company owned ~200 MWDC of operating assets in North Carolina, ~75 MWDC of in-construction projects, and was working on advancing a development pipeline of over 200 MWDC.

Star Mountain Capital - Advisory Services
Regarding Growing a Private Market Investment Management Firm

MWA provided advice to Star Mountain Capital (Star Mountain), a specialized investment management firm focused on the U.S. lower middle market by investing debt and equity directly into established operating companies, making strategic investments into fund managers and purchasing secondary fund positions. As a Senior Advisor to the Firm, advice included considerations for attracting more institutional investors to complement Star Mountain’s HNW and Family Office clientele; prudently growing AUM from $500M to over $1BN AUM; and introductions to institutional investors, other HNW and family office investors, other senior advisors and operating partners; as well as assistance and advisory services with respect to potential investment opportunities.

JCM Power, a Canadian-based Developer of Solar PV

and electricity transmission projects transitioning to become an Independent Power Producer in Emerging Markets

MWA provided advisory services to an experienced Canadian-based developer of solar PV electricity generation and transmission projects in North America, transitioning to become an owner and operator of renewable electricity generation (primarily solar PV) and transmission assets in developing countries that are critically short of power. In addition to strategic advice on its transition, JCM Power sought ~$50M of institutional capital led by FMO – the Dutch Development Finance Institution (DFI) with 50 years of history – adding to over $35M of common equity, previously raised from third parties and reinvested earnings. Proceeds will be used to fund the Company’s near-term development pipeline, including the construction of a 50 MW wind farm in Pakistan (HAWA) and a 60 MW solar PV farm in Malawi (Salami) and the equity requirements for several major solar PV projects in Africa.

JCM Power has a pipeline of over 1 GW in development projects and acquisition opportunities, as well as a 1 GW transmission project. Its project portfolio is underpinned by long term off-take contracts in hard currencies, government guarantees and DFI support in the form of grant funding, concessionary finance, traditional project finance, co-investments and political risk insurance. The institutional tranche, structured as a preferred instrument with cumulative distribution and equity conversion features. In addition to corporate investment, the Company is seeking project-level (debt and equity) co-investment and will consider acquiring operating projects, or projects under construction, to accelerate growth. The Company’s target markets exhibit high GDP growth rates, constrained by a significant shortage of electricity, requiring significant investment. Solar PV is clean, cost competitive and expected to be the fastest growing form of electricity generation; with significant positive social, environmental and economic impact.

Geronimo Renewable Infrastructure Partners (Geronimo),

an experienced U.S. wind developer targeting the development, construction, and operation of over 1.5 GW of electricity generation in the United States

MWA provided strategic advice to Geronimo Energy, a U.S.-based developer of over 1.5 GW of wind generated electric capacity ($1BN of equity, $3BN of total invested capital). Such projects were previously sold to major electric utilities and independent power producers. Geronimo had a portfolio of development and acquisition opportunities, wherein it was targeting over 1 GW of new (principally) wind projects, to construct or acquire, over a four year period, and operate them on behalf of institutional investors over 10 to 25 years. The Company had received a commitment of $300M from the Washington State Investment Board (WSIB) early in 2017, subsequently increased to $500M. In 2019, National Grid (UK) acquired Geronimo Energy for $100M, and invested $128M for a 51% interest in a joint venture with WSIB (involving 379 MW of solar and wind generation projects).

The Company had secured equity and lines of credit for its development subsidiary, and was progressing with two projects that had equity commitments in place, totaling 250 MW. As a result of being able to invest in construction-ready projects as well as acquisitions identified by its development team, the company was targeting higher returns and cash yields than would be expected from investing in operating wind farms offered for sale by way of auction.

AMP Solar JV with Caledon Capital Management

designed to develop, own and operate over 250 MW
of solar PV projects in the U.S. and Japan

MWA assisted IST3-Global Infrastructure Fund, a Zurich-based institutional investor in sourcing, performing due diligence, negotiating and closing a ~$50M commitment to a joint venture (JV) – formed by Toronto-based Caledon Capital Management and AMP Solar, also headquartered in Toronto – to invest in the development, construction and operation of over 250 MW of solar PV assets principally in the U.S. and Japan. The investment represents an approximate 25% interest in a “club deal” totaling up to $200M of equity (over $500M TEV). At closing, in December 2017, over 150 MW ($100M of equity and $300M TEV) of operating, in-construction and late-stage development projects were committed to, with the balance expected to be deployed in early 2018, and operating by year end 2018.

The development/operating partner to the JV had previously developed over 350 MW of solar PV in the U.S., Canada, U.K., and the Middle East.  The JV portfolio of projects in the U.S., Japan and India have power purchase agreements (PPAs) and feed-in-tariff (FIT) programs with average terms of 20+ years to credit-worthy counterparties, underwritten to generate double-digit investment returns. The investment club consists of long-term, like-minded pension plan investors located in Europe and North America, with a term of 30 years and a focus on low volatility cash flows and distributions, and performance fees weighted to the later stage of the expected useful life of the assets.

Evaluation of a 25 MW operating wind farm

in the Northeast U.S.

MWA assisted IST3-Global Infrastructure Fund, a Zurich-based institutional investor, in sourcing, performing due diligence and negotiating the potential acquisition of a 25 MW operating wind farm with a 25-year power purchase agreement (PPA), located in the state of Vermont. The wind farm had five years of operating history, a long-term turbine supplier warranty and service & maintenance agreement. The PPA was with an investment grade utility for 100% of the project’s output at attractive fixed pricing.

Expert Opinion with respect to litigation involving
a loan by GIP secured by transportation assets

MWA provided an expert opinion to one the world’s largest infrastructure investment managers for use in litigation. The expert opinion related to $150M in loans made by GIP Primus L.P. and another investment manager – on behalf of institutional investor clients whose capital they manage – to the Port of Algoma and Algoma Port Holdings, single purpose entities holding port and related infrastructure assets on Lake Superior near Sault Ste. Marie. The Port of Algoma provides logistics and transportation services under long-term contracts to Algoma Steel (and other operating businesses) that, previous to the loan having been made, had been a parent to the entity that held the port assets and, subsequently undertook insolvency proceedings. The court-appointed monitor asked the court to have the entity holding the port assets return to being a subsidiary of the operating company that was undertaking insolvency proceedings.

While GIP was not a party to the litigation or related insolvency proceedings, it submitted a brief to the court in order to protect the interests of its investor clients. The loan made to the entity holding the port assets, is in a better financial position, being secured by infrastructure assets held by an entity that is not a subsidiary of a company in the midst of insolvency proceedings.

JCM Power, a Canadian-based Independent
Renewable Power Producer in Developing Countries

MWA provided advisory services to a Canadian-based developer, builder, owner and operator of renewable (wind and solar PV) electricity generation and transmission assets in developing countries that are critically short of power. In addition to strategic advice provided since 2017, MWA helped facilitate the raising $116M of equity capital commitments from five Development Finance Institutions (DFIs), including: FMO (the Dutch Development Bank), SwedFund (the Swedish DFI), IFU (the Danish DFI, through the Danish SDG Investment Fund), STOA Infra & Energy (the French DFI, jointly owned by CDC and AFD, in France), and FinDev Canada (the newly formed Canadian DFI). The US $2oM commitment marked FinDev Canada’s first ever investment in a Canadian-based company.

Proceeds will be used to fund the JCM Power’s development and acquisition pipeline in developing countries in Africa, South Asia and Latin America. Near term projects include wind farms in Pakistan, and solar PV farms in Malawi and Nigeria. JCM Power has a pipeline of over 1 GW in development projects and acquisition opportunities, as well as a 1 GW transmission project. The Company’s target markets exhibit high GDP growth rates, constrained by a significant shortage of electricity, requiring significant investment resulting in materially positive social, environmental and economic impact.

IST3-Global Infrastructure Fund, acquisition of the Connecticut Service Plazas along I-95, I-395 and Route 15 in Connecticut, U.S.A.

MWA advised Swiss-based IST3 Global Infrastructure Fund, on their acquisition – together with Applegreen PLC (headquartered in Ireland), and TD Greystone Infrastructure Fund (headquartered in Canada) – of a 100% interest in a concession to operate 23 on-highway service plazas along Interstate Highways 95 and 395, and Route 15, in state of Connecticut, U.S.A. The concession agreement with the Connecticut Department of Transport, which had 25 years remaining and a potential 10 year extension, provides for exclusive rights along three heavily trafficked routes between New York and Boston. The CT Service Plazas offer essential services including fuel, quick-service food and beverage, retail, restroom and other facilities, operating 24 hours a day, seven days a week. Approximately 90% of revenue generated by CT Service Plazas is from long-term anchor tenants including McDonalds, Dunkin’ Donuts, Subway, and Alliance Energy.

IST3-Global Infrastructure Fund,
acquisition of the Alberta Power Line, in Alberta, Canada

MWA advised Swiss-based IST3 Global Infrastructure Fund, on their acquisition -  together with TD Greystone Infrastructure Fund - of a 100% interest in the Alberta Power Line (APL), a 508 kilometer 500 kV electricity transmission line known as ‘Fort McMurray West’, running from Edmonton to Fort McMurray, Alberta. The transmission line was developed and constructed by a JV between ATCO/Canadian Utilities and Quanta Services Inc. from 2017 through 2019, at a cost of approximately $1.5BN, and became fully ‘energized’ in March 2019. APL is the longest 500kV AC transmission line in Canada, was financed in part by the issuance in 2017 of one of the largest project bond financings in Canadian history (~$1.4BN), was ranked Canada’s top infrastructure project (the ‘Gold’ award) in 2018 by the Canadian Council of Public-Private Partnerships, and resulted in ATCO being awarded the prestigious 2020 International Edison Award, by the Edison Electric Institute.

APL  worked in close partnership with the 27 Indigenous Communities regarding traditional land use in proximity to the transmission line, and engaged them as active participants through significant contracts providing jobs, skills training and local economic development, and continuing contracts involving operations and maintenance. In addition, seven First Nations Indigenous Communities in Alberta purchased a combined 40% equity ownership in APL: Athabasca Chipewyan First Nation, Bigstone Cree Nation, Gunn Métis Local 55, Mikisew Cree First Nation, Paul First Nation, Sawridge First Nation, and Sucker Creek First Nation.

Arjun Infrastructure Partners, acquisition of ONroute
service plazas along Highways 400 and 401 in Ontario, Canada

MWA advised London-based Arjun Infrastructure Partners, on their acquisition – together with Toronto-based Fengate Asset Management – of a 100% interest in a concession to operate 23 convenient service and rest plazas located along Highways 400 and 401, in the province of Ontario, Canada.  The concession agreement with Ontario’s Ministry of Transportation and Infrastructure Ontario had 40 years remaining, and provides for exclusive rights along two high traffic routes, between Detroit, Michigan and Montreal Quebec, and from Toronto, Ontario to Georgian Bay. ONroute offers essential services including gasoline, quick-service food and beverage, retail, restroom and other facilities, operating 24 hours a day, seven days a week.  Gasoline and related services are provided by Canadian Tire Gas+, while food and beverage offerings include A&W, Burger King, Extremepita, freshii, New York Fries, Starbucks, Subway, Tim Horton’s, and Wendy’s .

Expert Opinion with respect to Litigation
concerning the sale of a 10.01% interest in Highway 407
for $3 billion

MWA provided an independent expert opinion to the Superior Court of Ontario with respect to litigation involving SNC-Lavalin, headquartered in Montreal, Canada (SNC); the Cintra Group, including Ferrovial, headquartered in Madrid, Spain (Cintra); and the Canada Pension Plan Investment Board (CPPIB), based in Toronto, Ontario. The litigation concerned SNC-Lavalin’s sale of a 10.01% equity interest in the Highway 407 ETR - which circumnavigates the Greater Toronto Area, in Ontario, Canada, for approximately $3 billion (the “Sale”) - and whether Cintra had a right of first refusal (ROFR) in respect of the Sale. The interest in Highway 407 was originally to be sold to the Ontario Municipal Employees Pension Plan (OMERS), however, prior to completion, CPPIB and Cintra exercised ROFR rights.  As a result of SNC disputing such ROFR rights, Cintra applied to the Court to determine whether Cintra had validly exercised any ROFR rights that it may have had with respect to the proposed Sale. In a Decision rendered on August 2, 2019, the Court concluded that Cintra had “… waived its ROFR with respect to OMERS’ proposed purchase of SNC’s shares …”, and on August 15, 2019, SNC announced that it had completed the sale of the 10.01% stake in Highway 407 ETR to CPPIB.

JCM Power, a Canadian-based Developer of Solar PV
and electricity transmission projects transitioning to become
an Independent Power Producer in Emerging Markets

MWA provided advisory services to an experienced Canadian-based developer of solar PV electricity generation and transmission projects in North America, transitioning to become an owner and operator of renewable electricity generation and transmission assets in developing countries that are critically short of power. MWA facilitated a $15M commitment to JCM Power by Swedfund, the Swedish Development Finance Institution (DFI), as a follow on to the $25M committed to JCM Power in 2017, by the Dutch DFI, FMO. Proceeds will be used to fund the Company’s near-term development pipeline, including the construction of a 60MW solar PV farm in Malawi (Salami) and the equity requirements for several other renewables projects in Pakistan, Latin America and Africa.

China Construction America – strategic consulting services

exploring the establishment of a Real Assets
investment management firm

MWA was engaged by New Jersey head-quartered China Construction America (CCA), operating in North and South America - a wholly-owned subsidiary of China State Construction Engineering Company (CSCEC), one of the largest construction companies in the World - in connection with its exploration of the possibility of launching an investment management business, investing in private real estate and infrastructure in the Americas, alone, or in partnership with one or more joint venture partners.

Expert Opinion with respect to Litigation
involving a loan secured by the Port of Algoma,
near Sault Ste. Marie, Ontario, Canada

MWA provided an expert opinion to the Superior Court of Ontario on behalf of Global Infrastructure Partners (GIP), one the world’s largest infrastructure investment managers. The expert opinion related to $150M loaned by GIP Primus L.P. and another investment manager – on behalf of institutional investor clients whose capital they manage – to the Port of Algoma and Algoma Port Holdings, single purpose entities holding port and related infrastructure assets located at the junction of Lake Superior and Lake Huron, near Sault Ste. Marie, in the province of Ontario (the “Port”). The Port of Algoma provides logistics and transportation services under long-term contracts to Algoma Steel (and other affiliated operating businesses) that, previous to the loans having been made, had been the parent of the entity that held the Port assets and, subsequently undertook insolvency proceedings.

The matters addressed in the 2018 Expert Opinion with respect to monies loaned to the Port differed from the matters addressed in MWA’s Expert Opinion provided to the Court in 2017. The 2018 Opinion related to the purchase of Algoma Steel (concurrent with its emergence from the protection of the Court) and the Port infrastructure assets, and a related application to the Court which included requests for the approval of certain agreements, the amendment of certain agreements, and other requests, which could have had the effect of staying the ability of the Port and/or GIP to enforce certain agreements with Algoma Steel, realize on security for the GIP loan, and/or seek certain remedies that GIP would otherwise have had.

IST3-Global Infrastructure Fund (IST3 IG),

acquisition of 100MW of small hydro projects in Portugal and Spain

Amongst other investments made in 2021, IST3 IG acquired a 50% direct interest, with another Swiss institutional investor acquiring the other 50%, in a 100MW portfolio, consisting of 24 small hydro projects, a wind farm, and a development pipeline. The small hydro assets are spread across the main river basins of Portugal and Spain, and benefit from a mix of regulated and merchant revenues. The platform offers great potential for hybridization, energy storage systems, forward integration, renewable energy management opportunities and concession extensions.

Teck Resources Limited,

research and Report for Executive Management and the Board of Directors regarding GHG emissions standards

MWA was asked to report on the current status of ESG and GHG emissions-related ‘megatrends’, with a focus on the mining & minerals and oil & gas extractive industries. In particular, MWA was asked its opinion regarding whether actions taken by governments and regulators, employees and unions, institutional and retail investors, investment managers, local communities, and other stakeholders, are cyclical, or secular in nature. In addition, MWA was asked its opinion, whether - given observable megatrends - how much time might be available to companies in the mining & minerals and oil & gas extractive industries, to pro-actively reshape the portfolio of assets and businesses they own and operate, so as to better preserve and grow stakeholder value.

IST3-Global Infrastructure Fund (IST3 IG),

acquisition of the N25 Waterford Bypass Toll Road in Ireland

Amongst other investments made in 2022, IST3 IG acquired a 75% direct interest, with another institutional investor acquiring the other 25%, in the N25 Waterford Bypass. The P3 concession comprises 23 km of dual carriageway and 4 km of single carriageway, 2 grade-separate junctions and 3 at-grade junctions, a 465 meter length cable-fan bridge, and tolling facilities. The route connects the M9 Motorway, N24, N25 and N29 national routes to complete a critical road access link, and relieves congestion in the rapidly expanding region of South-East Ireland. The Bypass also provides access to commercial ports on the eastern and southern seaboards, and improved accessibility to Waterford Airport. The original project concession agreement was signed in April 2006 for a period of 30 years and involved a total CAPEX program in excess of EUR 600m.

Hydrogen Equity Fund,

became a Member of the Conflicts Committee for a UK-based private equity fund

MWA was asked to become a member of the Conflicts Committee for a UK-based private equity fund whose strategy is to invest across the full value chain of Green Hydrogen energy including infrastructure, electrolysis, liquefaction and gasification, manufacturing and related services. The UK and the European Union are expected to invest over $400bn in Green Hydrogen by 2030. Australia, South Korea, Japan and others have also announced major plans for investment in Green Hydrogen.

Ontario Pension Board (OPB),

review the pooling of the private equity infrastructure investments of the founding members of the Investment Management Corporation of Ontario (IMCO)

MWA performed a review of the combined portfolio of infrastructure funds, co-investments and direct investments owned by the founding members of IMCO. The Net Asset Value of the total (combined) portfolio of private equity infrastructure investments as at Dec 31, 2021 was approximately CAD $6 billion. The objective of the review was to provide a report including a qualitative assessment of the investments, both individually and in aggregate; and to identify any material matters that the investors might wish to consider during the pooling process.