Hudson Green Financing Framework October 2020 Hudson Sustainable
Hudson Green Financing Framework October 2020
Hudson Sustainable Group • Hudson Sustainable Group (“HSG” or “Hudson”) invests globally in the sustainability sector - Founded in 2007 by principals who have been investing in sustainability since 2002 - Expertise spans clean energy, resource efficiency, sustainable mobility and sustainable technology • The Sponsor invests in companies and assets promoting the sustainability of the physical and social environment - Includes environmental sustainability, community and business growth, and human development - Consistent with the United Nations Sustainable Development Goals • Hudson invests as principal and manager of special-purpose funds - Co-investors participate in each principal investment at various points in the capital structure - Hudson manages special-purpose funds investing in a single asset or narrow theme - Among these funds is a solar infrastructure fund that controls the majority stake in the Portfolio As Manager As Principal Investor and Manager Direct Investments Private and Public Asset-Based Investments Co-Investors Venture Special Situations Special-Purpose Fund LPs 2
Hudson Invests and Operates Globally • Hudson Sustainable Group, LLC (“Hudson”) is a noted pioneer in the sustainability sector • Founded in 2007, Hudson operates from offices in New York and Tokyo (and a temporary office in Denmark) • Its principals founded the alternative energy infrastructure group at Goldman Sachs in 2002 • Hudson has made 20 sustainability investments, spread across 26 countries • Hudson manages four funds and four principal investments in sustainable infrastructure and technology • Hudson is owned by its employees, who have significant exposure and alignment with outside investors New York Fund: Recurrent Energy Landis+Gyr Green Campus Element Power Eagle Creek Sky Solar Silicor Solo. Power Lyft Spark. Cognition Sunlight Financial Solar Smart Meters Tech Wind-Solar Small Hydro Solar On-demand Transit Artificial Intelligence Residential Solar Loans Direct Principal: Sunlight Financial Residential Solar Finance Denmark Fund: Recurrent Energy Solar Element Power Wind-Solar W 2 PS Wind-Solar Fund: Sky Solar Tokyo Fund: Adenium Solar Direct Principal: Tangerine Mango Solar Direct Principal: SBS Biogas Fund: Power. Mat Energy Tech GSE Investment Corp WTE-Water 3
Use of Proceeds • Proceeds obtained from the Hudson’s green bond and loan issuance shall be used to finance and/or refinance “Eligible Projects”, a group of selected projects that offer tangible environmental benefits. Without limitation, Eligible Projects generally fall into the categories specified in the table below. Eligible Project Categories Eligibility Criteria Renewable Energy Proceeds may be allocated towards the financing or refinancing of acquisition, development, manufacturing, operation and maintenance of new and ongoing renewable energy activities such as: Solar Energy: Construction of new solar energy facilities Maintenance, refurbishment or repowering of existing solar energy facilities Acquisition of solar energy facilities or businesses Wind Energy: Construction of new wind energy facilities Maintenance, refurbishment or repowering of existing wind energy facilities Acquisition of wind energy facilities or businesses Hydroelectricity (</= 25 MW): Construction of new run-of-river and other hydropower facilities Maintenance, refurbishment or repowering of existing hydropower facilities Acquisition of hydropower facilities or businesses 4
Use of Proceeds (cont’d) Eligible Project Categories Eligibility Criteria Energy Efficiency Proceeds may be allocated toward the financing or refinancing of (i) energy efficiency projects and providers, and (ii) consumer finance companies that provide energy efficiency loans for projects or assets that reduce energy consumption or mitigate greenhouse gas emissions, including costs related to commercial and residential energy efficiency projects including: Building envelope (insulation, cool roofing, air sealing, etc. ) Centralized energy control systems Solar panel systems Products & technology to address energy loss reduction in transmission & distribution Proceeds may be allocated towards the financing or refinancing of projects that improve water quality, efficiency and conservation. Eligible projects may include: Installation or upgrade of water treatment infrastructure, including water recycling systems and wastewater treatment systems Installation or upgrade of water capture and storage infrastructure, including stormwater management systems, water distribution systems, aquifer storage, and sewer systems Water metering activities to support conservation activities Proceeds may be allocated towards the financing or refinancing of projects that help supply energy from renewable and low carbon biomass sources. Eligible projects may include: Construction of new biomass facilities Maintenance, refurbishment or repowering of existing biomass facilities Acquisition of biomass facilities or businesses Biomass generation feedstock will be limited to sources such as agricultural or forestry residue and that do not deplete existing terrestrial carbon pools nor compete with food production. Water Quality and Conservation Biomass Generation • Hudson’s green bonds and loans can also be used to finance the acquisition, including equity interests, of Eligible Projects. 5
Project Evaluation & Selection Process • Hudson focuses its investment strategy on sustainability and resource efficiency, creating tailored investment products for investors’ varied needs for yield, growth, duration and exposure to different geographies and technologies. Hudson seeks to leverage the team’s considerable expertise, experience and network to target investments with attractive risk adjusted returns. • Hudson makes investments in high growth clean energy companies in two major areas: - Infrastructure platforms globally, primarily hard asset based portfolios or projects in either operating or development stages. - Value chain companies that have manufacturing or servicing business. • These companies span across a variety of sub-sectors within clean energy including solar, wind, hydroelectric, wasteto-energy, water treatment, energy efficiency, and clean energy finance. • Hudson integrates its focus on sustainability through multiple stages of its investment process, due diligence, and portfolio management, including the ultimate investment decision by Hudson’s Investment Committee. Hudson believes that sustainability is fundamentally cultural to the firm and seeks to continuously improve its practices through iterative feedback with the market and industry participants. • Hudson has reviewed thousands of investment opportunities sinception. Investments made by Hudson must undergo a rigorous screening and due diligence process where sustainability characteristics or ESG issues are taken into consideration. Specific sustainability characteristics are considered at the fund level depending on the focus of the fund. Deal team members will take these characteristics into account when deciding to pursue an investment. - For example, a major criterion of one of Hudson’s funds is that in order for a company to be considered by Hudson, its technology, products (including inputs into and components thereof) or processes must reduce the environmental impact of energy production, delivery or consumption in a more efficient or rational manner. This criterion, initially evaluated by Hudson's Investment Opportunities Team, helps to determine whether an investment opportunity will advance to preliminary due diligence, during which an investment professional will look to determine whether the opportunity meets appropriate social and governance standards. Hudson also reviews any relevant consultant recommendations along this basis before investment. 6
Management of Proceeds • The Green Bond Proceeds will be deposited into the Company’s general account, and an amount equal to the net proceeds will be earmarked as “Green Bonds Eligible” for allocation to qualified projects • The Company’s Finance and Treasury Department will be responsible for establishing and maintaining a Green Bond Register to record, on an ongoing basis, the allocation of net proceeds to qualified projects • Pending the allocation or reallocation, as the case may be, of the net proceeds, the Company will invest the balance of the net proceeds, at its own discretion, in cash or cash equivalents, or in other short-term liquid marketable instruments, or to repay existing external debt obligations of the company, as per the Company’s liquidity management policy • Upon full allocation, Hudson’s Finance and Treasury Department will monitor and account for an amount equal to the net proceeds from the sale of the notes to ensure the allocation of such amount to the costs of the qualified projects • The above process is in-line with standard market practice • Through its active management oversight, Hudson regularly monitors portfolio company activities, which allows the firm to influence corporate governance if the implementation of ESG principles could be improved upon. Most of Hudson’s investments involve positions on the board, and Hudson actively works with the management team to implement its philosophy on sustainability, including working with the company to demonstrate industry leadership when necessary 7
Reporting • Hudson will report on its Green Financings annually in its Sustainability Report. The Report will provide details on green financing instruments in Hudson’s portfolio. The Report will provide details of Eligible Projects to which the net proceeds of the green financing instruments are allocated including amounts allocated to each project as well as any unallocated proceeds. The report will also comment on the environmental impacts of the portfolio, to the extent it is practical to do so. • Hudson reports on sustainability progress and objectives to its investors. Specific metrics for the reports are determined at the fund level by the Investment Committee. Hudson is broadly focused on reporting quantifiable environmental factors, particularly carbon emission reductions or levels of renewable generation constructed by Hudson portfolio companies. • Hudson proposes to utilize the following metrics when assessing its green financing instruments: Criteria Metrics Renewable Energy Energy Efficiency Water Quality and Conservation Biomass Generation Total energy produced in MW GHG emissions avoided per year MWh saved/reduced per year GHG emissions avoided per year Total population served by the system Number of water meters installed Volume of water saved/reduced/treated Total energy produced in MW GHG emissions avoided per year • In addition to those metrics listed above, Hudson will ensure to select appropriate impact indicators for each unique project and new asset classes prior to any financing. • Hudson's staff stays current on sustainability and ESG issues through a variety of sources, including but not limited to updates and advice from external legal counsel, attendance at conferences and seminars, receipt of newsletter, articles and recent developments, and information received from service providers such as administrators and auditors of the funds managed by Hudson also works to continuous refine its sustainability objectives through continuous feedback with the market, its investors, and industry participants. 8
Legal Notice The information contained herein is confidential information regarding Hudson Sustainable Group, LLC and its affiliates (the “Manager”). By accepting this information, the recipient (the “Recipient”) will, and will cause its directors, shareholders, partners, members, managers, officers, employees and representatives to, use the information contained herein only to evaluate the Manager and for no other purpose and will not divulge any such information to any other person or entity. Duplication or redistribution of this information, in whole or in part, is prohibited without the consent of the Manager. Notwithstanding anything herein to the contrary, the Recipient (and each employee, representative, or other agent of the Recipient) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure with respect to the Interests (as defined below), and all materials of any kind (including opinions or other tax analyses) that are provided to the Recipient relating to such tax treatment and tax structure. The information contained herein has been prepared solely for informational purposes and is not intended to constitute investment advice or an offer to buy or sell or a solicitation of any offer to buy or sell any interests in the Manager or any investment product managed by the Manager (the “Interests”). Any offer to provide investment advisory services and any offer of Interests will be made pursuant to a definitive confidential offering document or similar offering materials for such investment product together with any supplements thereto (collectively, the “Offering Document”). The information in the Offering Document supersedes this information in its entirety and the information contained herein is qualified in its entirety by reference to the Offering Document. Any decision by a Recipient to invest should be made only after a thorough review of the Offering Document and the definitive agreements related to any such investment (collectively, the “Investment Documents”). Where there is inconsistency between this information and the Investment Documents, the Investment Documents will apply. In considering any prior performance information contained herein, the Recipient should bear in mind that past performance is not indicative of future results, and there can be no assurance that any Interests will achieve comparable results or that any targeted results will be met. In addition, there can be no assurance that unrealized investments will be realized at the valuations shown as actual realized returns will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions on which the valuations contained herein are based. Any IRRs, presented on a “gross” basis do not reflect any management fees, carried interest, taxes and allocable expenses borne by clients, which in the aggregate may be substantial. With respect to Realized Investments, IRRs and multiples presented on a net basis reflect deductions for carried interest borne by limited partners. Pursuant to the distribution waterfall provisions in Fund I’s partnership agreement, realized gain equal to a portion of management fees and allocable expenses borne by the investors is returned to each limited partner prior to the calculation and deduction of carried interest. With respect to total investments, IRRs and multiples on a net basis reflect deductions for management fees, allocable expense and carried interest borne by limited partners. All IRRs presented are annualized and calculated on the basis of daily or monthly investment inflows and outflows. Nothing contained herein should be deemed to be a prediction or projection of future performance of the interests. The Manager does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein and the information contained herein should not be relied upon as a promise or representation whether as to the past or future performance. The information contained herein includes estimates and projections that involve significant elements of subjective judgment and analysis. These statements are not purely historical in nature, but are “forward-looking statements”. They may include, among other things, projections, forecasts, estimates, targets, sample or pro forma investment structures, portfolio composition and investment strategies. These forward-looking statements are based on certain assumptions. Actual events may differ from those assumed. The information contained herein has been obtained from sources that the Manager considers to be reliable information, but has not been independently verified and the Manager does not assume any responsibility for the accuracy or completeness of such information. This information is based on and subject to present circumstances, market conditions and beliefs, all of which are subject to change. The Manager does not make any representations as to the accuracy of these forward-looking statements or that all appropriate assumptions relating thereto have been considered or stated and does not assume any duty to update any forward-looking statement. Accordingly, there can be no assurance that estimated returns, projections and valuations can be realized, that forward-looking statements will materialize or that actual results will not be materially lower than those presented. Pending transactions discussed herein are subject to the receipt of any necessary approvals and financial close and there is no assurance that such closings shall ever take place. The information contained herein is as of October 2020. The Manager has no obligation to correct any inaccuracies or omissions in it. 9
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