The IAM Annual Conference 2017

1. STRICTLY CONFIDENTIAL
Javier Serrano
Asset Management in M&A and DD

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Contents
1. Introduction
2. DD Framework
3. Areas of Due Diligence
4. Post-Investment Issues for Asset Management
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3. STRICTLY CONFIDENTIAL
Introduction to Greencoat Capital
 One of the largest
specialist renewables
fund managers
 Founded in 2008, with
offices in London,
Dublin, and Munich
 Team of over 20
professionals with
strong investment
experience
 Authorised and
regulated by the FCA
 Enduring capital
Key Highlights
Leading European Renewable Infrastructure and Resource Efficiency Investor
Infrastructure
 €200m lower/mid
market PE fund backed
by ESB
 Growth capital for
companies in energy
efficiency or
renewables
 European focus; global
mandate
Private Equity
£1.5bn Equity under Management across the Greencoat Platform
 Solar Platform currently
manages 16 solar PV
farms; net 180MW
capacity
SOLAR
 Operational renewable
energy assets in Europe
 €310m GAV across
2 wind farms in Ireland; net
137MW capacity
 Jointly seeded by
AIB and ISIF
 Operational UK wind
assets
 £946m GAV; 20 wind
farms with net 436MW
capacity
 LSE listed, FTSE 250
 Wide shareholder base

4. STRICTLY CONFIDENTIAL
Alternative Investment Funds Framework for Due Diligence
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High standard of diligence required
Adequate knowledge and understanding of the assets
Written policies and procedures on due diligence
Compliance with investment policy and risk limits
Prepare and update an asset business plan
Consider legal, tax-related, financial, human and material resources

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Areas of Due Diligence
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Due diligence (either internal or external) covers:
 Legal
 Technical
 Tax
 Financial
 ESG
 Compliance
 Site visit
Internal or
External ?

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Reducing the Scope of Due Diligence
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 In certain circumstances, the scope of due diligence may be reduced by warranty
protection under a Sale and Purchase Agreement
 However, warranty protection should generally be considered as supplemental to,
rather than a replacement for due diligence
 Vendor due diligence may be provided and be appropriate
 May need to supplement with Q&A, amendments or further DD provider review

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Legal
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Appoint a preferred legal DD provider to:
 Review of all corporate documents and material project contracts
 Q&A with the vendor/ vendor’s legal counsel
 Produce a comprehensive legal due diligence report. The legal report shall
comprise of two sections:
– “Traffic light” report, highlighting key issues
– Summary of material project contracts
 Property and planning due diligence should also be conducted. Where an asset is
located outside England & Wales, local counsel should be used.

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Energy/Technical
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 Review of monthly operations reports
 Site visit
 Interview with site/ asset manager
 Q&A with the vendor
 Specialist input as required (e.g. foundations, cabling)
 Where possible, where both external energy yield and external technical due diligence are
conducted, the same due diligence provider should be used in each case.

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Tax/Financial
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 Tax
– confirm opening tax balances (WDAs etc)
 Financial due diligence
– identify any non-ordinary course of business liabilities on the closing balance
sheet of the investee company.
– purchase price adjustments or indemnities negotiated for non-ordinary course of
business liabilities.

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ESG (Environmental, Social and Governance)
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 Health & safety
 HMP
 Environmental e.g. planning conditions
 Community Fund
 Corporate documents and structure in order

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Compliance
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 Financial Crime checks – KYC carried out on:
–Sellers
–Companies being acquired and their directors
 Identify PEPs (politically exposed persons)
 Anti-Bribery checks
– do the sub-contracts contain Anti-Bribery clauses
– Service provider checklists completed on DD advisers

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Post-Investment Asset Management follow-up
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 Investments monitored internally from a financial and technical perspective post investment.
This will be at least quarterly, or monthly as determined by the Due Diligence policy.
 Where appropriate, additional monitoring carried out (e.g. environmental or health and safety).
 There is no general requirement for ongoing external monitoring. External due diligence (e.g.
health and safety audit) should supplement internal monitoring if deemed appropriate or if
required by the AIF specific policy.

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Examples of Issues from M&A for ongoing actions
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 Noise
–Planning compliance
–Complaints
 Construction related snagging
 Lease variations
 ROC accreditation
 Replacement of security e.g. decommissioning bonds