2. IMPORTANT NOTICE
THIS DOCUMENT AND ITS CONTENT ARE PRIVATE AND CONFIDENTIAL, AND ARE NOT FOR PUBLI
DISTRIBUTION. This document and the presentation are not, do not constitute, and under no circumstances
be construed as, an offering of securities of the Bridgepoint Group Ltd. or Bridgepoint Greenfield Developmen
I LP. In addition, this document and the presentation are not, and under no circumstances is it to be construe
an advertisement or a public offering of any securities of the Bridgepoint Group Ltd. or Bridgepoint Greenfi
Development Fund I LP. This document and the presentation have been prepared for informational purposes
is personal to you, and has not been prepared to assist any prospective purchaser or investor to make an inve
decision in respect of any securities.
The following is a summary description of the Bridgepoint Group Ltd. or Bridgepoint Greenfield Development Fun
(collectively, “Bridgepoint”) and its business and does not purport to be complete, and there are no represent
or warranties made herein by Bridgepoint. This document and the presentation are not to be distributed to t
parties without the prior written consent of the Bridgepoint. This document and the presentation may contain p
names, trade names, trademarks and service marks of the Bridgepoint or other organizations or persons, all o
are the properties of their respective owners.
This document and the presentation contain forward-looking statements that reflect the current expectations of
management of the Bridgepoint Group, including statements about its intent, belief or current expectations pri
with respect to its future results, performance, prospects and opportunities. The Bridgepoint Group has trie
identify these forward-looking statements by using words such as "estimate", "should", may", "will", "expec
"anticipate", "believe", "intend", "plan", "estimate", "potentially" and similar words and expressions. You a
cautioned not to place undue reliance on such information and statements as they are not guarantees and by
nature, necessarily involve known and unknown risks and uncertainties that may cause the Bridgepoint Grou
Bridgepoint Greenfield Development Fund I LP’s actual results, performance, prospects and opportunities in
periods to differ materially from those expressed or implied by any such statements or information. These risk
uncertainties include, among other things, risks related to: fixed costs; liquidity; financing risks; limit on activ
availability of growth opportunities; access to capital; interest rate fluctuations; general uninsured losses; liqui
securities; dilution; nature of investment; and risks associated with potential changes in tax laws, tax treatmen
government regulation or policy with respect to the business. There can be no assurance that the expectatio
the Bridgepoint Group or its management will prove to be correct.
By accepting this document, you agree to, acknowledge and confirm all of the foregoing and you further agree a
covenant: (1) to keep strictly confidential the contents of this presentation and such other material and not to d
such contents to any third party or otherwise use the contents for any purpose; (2) not to copy all or any port
this document, other confidential information or any such other material; and (3) to return this presentation an
such other material to the Bridgepoint Group upon its request
4. pany Overview
• Established in 1998, Bridgepoint Group Ltd. is a boutique
Consulting, Investment Banking and Private Equity firm that
enables the development, management and acquisition of
sustainable energy and infrastructure in Canada and the Unite
States.
• Bridgepoint Group enables transactions among public and
private sector partners in the following markets: Power, Utilitie
Transportation, Real Estate & Buildings, Waste, Environment,
and Natural Resources.
• Bridgepoint provides a unique value proposition:
• Combining public and private sector network of leaders, secon
to none;
• Deep industry experience in generating transactions; and
• Alignment of interests with clients through sharing of risks and
rewards.
5. pany Overview
• Why choose Bridgepoint Asset Management as a partner
– Its deal origination capabilities: We source projects earlier in the development
process
Because of our industry reputation, developers come to us first to assist them
with their financing needs
Because of our extensive industry participation, we are able to efficiently and
cost effectively source development opportunities
– Its ability to qualify prospects: We can see where growth opportunities exist
Given our long standing experience in the industry, we are able to quickly ass
prospects and see where value may be unlocked when others may be too
focused on financing already completed deals
– Its risk mitigation process: No project is exactly the same
Given our extensive industry network, we are able to quickly and effectively
assess and analyze individual intrinsic risks associated with each project we
look at and;
Effectively manage these risks by picking and choosing from our network
appropriate partners that can assume or greatly reduce these risks
Our extensive experience in managing risk
– Our investment in relationships with key decision makers: Regulators and Politici
matter
We have spent over a decade investing in relationships with industry regulato
and politicians and we understand their motivations
We work with them to address industry issues important to the private sector
This has led to our staff holding a “trusted advisor” status and help facilitate a
issues we may encounter in the development process
6. pany Overview
• Why choose Bridgepoint Asset Management as a partner:
– Our understanding of all stakeholders: They still have some say
Even with the passing of new regulations minimizing the power of
stakeholders, they still have to be consulted in the development
process
We take a proactive approach in managing stakeholder risks by
engaging key people and effectively finding a project champion whi
can facilitate the development and approvals process
– Our neutral approach: We are opportunity driven, not technology
dependent
New technologies are continuously developed, improved and teste
While some may be very promising, we prefer picking and choosin
reliable, proven vendors to minimize our exposure to these risks
In cases where a new technology may be appropriate, we seek to
minimize our downside risk by engaging appropriate parties
– We are non-threatening partners: We work with, not against industry
players
Because of our industry participation, developers come to us with
projects they have sourced looking for assistance with the core
competencies we provide and;
We approach developers with projects we have sourced looking to
7. pany Overview
• Why choose Bridgepoint Asset Management as a partner:
– The volume of opportunities we manage: We are active on
over $7 billion CAD of procurements and projects
– We leverage Bridgepoint Group Ltd.’s team and expertise i
managing both large and smaller scale projects
– Bridgepoint Group Ltd. provides services to Bridgepoint
Asset Management at cost to support the executive team a
includes on its Advisory board the following key individuals
• George Todd – Utilities
• Robert Carillo – Power Generation
• Michael Miceli – Real Estate, Asset Management,
Healthcare & Long Term Care
• Bill Leedy – Power Generation
• David Turner – Risk Management
8. any Overview – Our Approach
High Level Operational
Decision Making Improvements Capital Structure
•Strategic & Financial
•Operational Strategies •Ongoing capital
decisions post
•Standardization and structure optimization
acquisition
automation of •Ongoing assessment
•Execution of strategy
operations and liquidity options
and business plan
procurement process
•Active role in Board
•Capex management
meetings
Regulated Governance
Businesses Initiatives
•Selected use of
•Selection of a new
partners
management where
•Leverage Bridgepoint’s
needed
network of contacts
•Definition of
•Implementation of
management
industry best practices
compensation and
learned from prior
incentive structures
experience
10. t Overview – Infrastructure Assets
Power generation, transmission and conservation
Energy
Energy including: wind, thermal electric solar, solar photovoltaic,
renewable biomass, bio-gas, bio-fuel, landfill gas or water
Transport
Transport Toll roads, bridges, tunnels, airports, ports, railway lines,
Infrastructure buses, urban rail, ferries, parking facilities and other
Infrastructure transport-related facilities
Networks and systems that provide basic utility services
Utilities
Utilities to communities such as gas, water and electricity,
including transmission, storage and distribution
Healthcare facilities, education facilities and defense
Social Infrastructure
Social Infrastructure facilities, government accommodation and judicial and
correctional facilities (PPP / AFP)
Communications
Communications Broadcast transmission networks, mobile telephony
Infrastructure towers, satellites and terrestrial or submarine cable
Infrastructure networks
11. t Overview – The Market Structure
y Vertical Transaction Vehicle Opportunities
Ontario Power Standard Offe
Public Authority, BC Programs
Ministries of Energy
ergy Procurement Hydro, Hydro Sole Source
& Infrastructure
Mechanism Quebec, Alberta FIT
ISO, etc CESOP
Ministries of Energy Pipelines of
Canadian
& Infrastructure Opportunities
Public Provinces
ructure Procurement
PPP Agencies Social
Mechanism Municipal Services
Infrastructure
& Agencies
Municipalities Projects
12. Overview – Examples of Existing Sources of Capital
e of Fund Scope Differentiating Factors
• Power only
• Diversified holdings in generation fuels
apital • Private equity focused on platforms and
projects
• US based
• Renewables only
• Develop, Hold & Operate
tion Power
• Fund owned, publicly listed ownership
structure
• Bridgepoint will be focused exclusively on Greenfield projects as
• Later stage opposed to platforms (companies)
• Infrastructure focused • Bridgepoint will be a Canadian based investor
• Tied to constructors who use union • Bridgepoint will focus on power and social infrastructure assets
labor • Bridgepoint will exit its investments at the end of the investment
• Does not originate own projects horizon to maximize shareholder value
• Bridgepoint will partner with existing platforms to develop projects
• Early and later stage developments opposed to buying them outright
• Power only
al LLC • Higher cost of capital and return
expectations
• New to renewables
• Power and infrastructure
• Diversified company
• Typically enters at a later stage
• Will only invest if it can project finance
13. Overview – Examples of Existing Sources of Capital
Return
set Class Targets Differentiating Factors
(Annually)
• Fluctuating Returns: returns vary greatly, from bond funds to high risk aggressive
growth capital funds
• Over-diversification may occur
nds 2%-20%
• Cash & liquidity: mutual funds tend to keep high cash ratios to meet liquidity
investments limiting their ability to obtain returns
• Large management fees: can exceed 3% annually
• Higher risk: they can employ leverage and derivative instruments to boost returns
change Traded
5%-15% • Daily volatility: their value tends to fluctuate greatly on day to day basis
• Market spread: bid/ask spread might be large
• Tied to the performance of an index rather than an individual company or pool of
investments
ds 5%-10% • Capped return given its structure
• Index composition changes risk and return profile
• Possible tracking errors
• Shorter investment horizons
• Lack of transparency
uity Funds 15%-40%
• High leverage ratios
• Aggressive fundamentals
• High risk
• Liberal use of leverage and derivatives to enhance returns
nds 15%-30% • Complex financial structures
• Higher barriers to entry: large minimum initial investments
• Larger fees
15. pportunity – The Development Stage Investmen
e dollar value of capital targeting energy and infrastructure assets ha
hieved near record levels but:
There is a significant lack of capital available to invest in developmen
opportunities before a government backed contract has been awarded o
signed.
Observing the source of capital: Investment Managers at large
infrastructure funds, banks and pension funds have limited, if no expertise
in originating opportunities nor in managing the pre-bid process, or in othe
words the formation of a consortium and the pursuit of a project in its initia
stages.
In addition, they are merely interested in providing financings for large
secured projects, seeing as their income is based on their ability to leverage
their institutional relationships to raise funds and obtain a fee as a
percentage of the overall deal size.
This “gap” provides major business opportunities for Bridgepoint Asse
Management to successfully develop parts of this growing pipeline o
opportunities
The is no shortage of capital on the backend to provide adequate ex
opportunities
16. pportunity – The Development Stage Investmen
velopers require additional early stage development equity or sweat equity
sources) to reach various development milestones that result in greater
ject value
velopers typically use their own capital to bring projects to a certain point in
development process, but often run out of money and look for strategic
tners that provide value added financing
ere are few if any funds or investors who focus exclusively on funding early
ge Greenfield energy & infrastructure developments
pical project financiers seek to fund projects once they’ve obtained 90-95%
heir permits or approvals and have almost secured an off take contract –
ir risk appetite is limited given the nature of the investors they deal with
h recent regulatory and legislative enacting of the Feed in Tariffs program
d other infrastructure programs, the project pipeline will be quickly filled with
velopers scrambling to find funds to push their projects to the finish line. A
ed In Tariffs program is essentially a contract with a government entity
ereby it guarantees the purchase of the power produced by the plant
vided the developer builds and operates the project privately.
18. nd – Bridgepoint Greenfield Development Fund I LP
• Private Placement
• Seeking Accredited Investors
– individuals who beneficially own, either alone or with a spouse, cash, securities, insuran
contracts and deposits which have an aggregate realizable value which exceeds $1 mil
(before taxes but net of related liabilities);
– individuals whose net income before taxes exceeds $200,000 in each of the last two ye
(or $300,000 with a spouse), and who have a reasonable expectation of exceeding that
income level in the current year;
– corporations, trusts, limited partnerships and other specified entities (other than mutual
funds or non-redeemable investment funds) having financial statements that reflect net
assets of at least $5 million;
– banks (including authorized foreign banks);
– loan, trust and insurance companies;
– credit unions;
– securities advisers and dealers (other than limited market dealers);
– governments, governmental agencies, municipalities and provincial and territorial capita
cities;
– regulated pension funds and registered charities;
– mutual funds or non-redeemable investment funds that distribute securities in Ontario to
accredited investors only or under a prospectus;
– current or former representatives of a securities adviser or dealer;
– promoters of an issuer;
– spouses, parents, grandparents and children of an officer, director or promoter of an
issuer;1
– control persons;
– a managed account acquiring a security that is not a security of a mutual fund or non-
redeemable investment fund; and
– persons or companies recognized as accredited investors.
19. nd – Bridgepoint Greenfield Development Fund I LP
• Investment Strategy:
– Bridgepoint’s investment strategy is to invest in equity positions in po
generation and social infrastructure projects where a creditwo
Canadian government or quasi-government counterparty will assure
take payments for the power or services to be provided by the facility.
– These projects must be capable of an attractive exit within one to th
years.
– By leveraging its extensive industry network, long standing experie
and reputation in the industry and trusted relationships with key deci
makers, Bridgepoint will actively participate in the management of
projects and seek to maximize its influence on the development proc
to minimize early stage development risks.
– As project owners and providers of development capital, the Fund wi
in a unique position to have significant influence on the selectio
strategic partners and key service providers.
– By implementing this strategy in a disciplined fashion, Bridgepoint se
to add value through a dynamic approach to asset allocation. It app
resources and capital to situations of relative value, irrespective
location, while also ensuring that the Fund portfolios Bridgep
constructs are appropriately diversified by sector, size of investment
geography.
– The Fund will invest in a minimum of five (5) projects.
20. nd – Bridgepoint Greenfield Development Fund I LP
• General Partner:
– Bridgepoint Investment Fund GP (the “General
Partner”), an Ontario general partnership.
• Investment Manager:
– Bridgepoint Asset Management Inc. (the
“Manager”), an Ontario corporation that is wholly
owned by Bridgepoint Group Ltd. to manage the
Fund.
– The Manager is a wholly-owned subsidiary of
Bridgepoint Group Ltd. and will be managed by
certain members of Bridgepoint Group Ltd.’s curre
senior management team.
21. nd – Bridgepoint Greenfield Development Fund I LP
• Investment Management:
– The Management Fee shall be equal to 3.75% of Total
Commitments for the first year of the Fund, subsequent to
which the Management Fee shall be equal to 1.75% of the
Net Book Value of the Fund until the end of the Investmen
Term
– From this fee, the General Partner shall pay to the Manage
the investment management fee for managing the Fund’s
investment portfolio and underlying projects
• Preferred Return
– 10.0% compounded annually, based on the per unit issuan
price of CDN$50,000 multiplied by the number of Units
outstanding at the beginning of the applicable fiscal year.
• Carried Interest:
– 25% in respect of the preferred return to the General Partn
– 20% in respect of capital gains above and beyond
22. nd – Bridgepoint Greenfield Development Fund I LP
Bridgepoint Asset
Bridgepoint Group Ltd
Management Inc.
Bridgepoint Investment Fund
(General Partner)
Bridgepoint Greenfield
Limited Partners
Development Fund I
(Investors)
(Limited Partnership)
Project 1 Project 2 Project X
24. portunity – The Development Stage Investment Gap
tural Gas/ Waste
Toronto Waterfront Clean Energy Centre, 582MW - $600 million proposal
Milton Clean Energy Center – Pristine Power – 680MW - $1.0 billion
York Energy Center - Invenergy – 400MW - $533 million bid
Kitchener-Waterloo Energy Center - Invenergy - $300 million bid
Leading Ontario power producer, SW GTA – 900MW - $1.2 billion bid
Black Bear Energy Corp Equity Raise – Vermont – 150 MW natural gas & biomass - $450
million US
Biomass to gasoline refinery – British-Columbia - $117 million
York Durham Energy from Waste – Covanta Energy – $320 million
Securing Power Purchase Agreement for urban co-gen plant- 14MW - $50 million
vironment
Municipal energy conservation report for Ontario Power Authority
District cooling contract with large government agency - $30 million
Energy retrofit contract with social housing agency - $60 million
Energy retrofit contract with large municipality - $10 million
Energy retrofit contract with municipality - $20 million
Raising venture capital for LED light technology - $2 million
25. portunity – The Development Stage Investment Gap
al Estate & Buildings
Extendicare research of operations opportunities in Ontario
Royal Crest Long Term Care and Real Estate Portfolio – Receivership Transaction - $90
million buy-out bid
Royal Crest Long Term Care and Real Estate Portfolio – Receivership Transaction - $60
million buy-out bid
Securing public private partnership agreement with Whitby site – 35 acres
newables
Snap Lake in Canada - wind diesel hybrid project, Northeast of Yellowknife - Skypower -
10 MW
Pelham & Woodburn – wind – Phase 1 – 230 MW - $ 630 million
Lac Seul Generating Station – OPG – 12.5MW - $60 million
Palsi in India – Skypower - 82.5 MW wind project
Sea Horse in India - wind project – Skypower - 50 MW
Lalin I, II, III - hydro power projects in Panama – Skypower - 82 MW
Digby, Nova Scotia – wind – Skypower - 30 MW
Zhen in China - Heilongjiang Province - wind power project - Skypower 49.5 MW
Fujian Haixing, China - wind project– Skypower - 49.5 MW
Ashalim, Israel -125 MW solar power project
Biomass to gasoline refinery – British-Columbia - $117 million
Strategy development and execution on securing Power Purchase Agreement for hydro-
electric assets
Developed business case for renewable power project opportunities in municipality
26. portunity – The Development Stage Investment Gap
lities
PowerStream merger with Barrie Hydro - $600 million
Hydro One acquisition of Brampton Hydro - $300 million
HVDC Transmission Line - Ontario based private power transmission
company - $550 million
LDC merger negotiations due diligence- $900 million
LDC non-regulated asset buy-out bids - range of - $2 - $5 million bids
Supported water client with Automated Meter Infrastructure proposal for
Toronto - $200 million
For client, researched water & wastewater public private partnership
opportunities in Ontario
ansportation
Sourced strategic partner – Florida Turnpike expansion - $1 billion
PPP Research Report for United States opportunities
Automated signaling transaction - $20 million
Competitive intelligence for hedge fund on PPP Highway
28. ary of Terms
C – Local Distribution Company: a wholly or majority municipally owned utility, responsible
he distribution of electricity within its jurisdiction through a proprietary network of wires,
sformers and sub stations
rgy Retrofit: A service provided to a customer whereby the energy efficiency of a building i
atly increased by the addition and/or modification of certain elements of the structure
rict Heating/Cooling: a system where heat and cooling is provided to a network of end
rs (buildings) where economies of scale, higher fuel efficiencies and lower emissions
vide attractive pricing and alternatives to traditional heating, cooling and ventilation system
rgy from Waste: a process whereby municipal solid waste is converted to energy by first
ning the waste, then using the heat to produce steam which in turn generates electricity
ugh a turbine
A – Mergers & Acquisitions: A term used to describe the activities of corporations that are
er merging, or the acquisition of one company by another
A - Power Purchase Agreement: A contract where the supplier of power (power station)
ees to sell its power via a contract to a purchaser for a predetermined period of time, price
under negotiated conditions
W – Megawatt: a unit of power equal to one million watts
Feed In Tariffs: is an incentive structure to encourage the adoption of renewable energy
ugh government legislation. The regional or national electricity utilities are obligated to buy
ewable electricity (electricity generated from renewable sources, such as solar thermal
wer, wind power, biomass, hydropower and geothermal power) at above-market rates set b
government
29. ary of Terms
ial Infrastructure: real estate that includes housing, educational, recreational and law &
er facilities
art Grid: A power transmission system that delivers electricity from suppliers to consumers
ng digital technology to save energy, reduce cost and increase reliability
P - Public Private Partnership: a government infrastructure program or private business
ture which is funded and operated through a partnership of government and one or more
ate sector companies that are contracted to provide design, build, finance, operations and
ntenance services
P – Alternative Financing and Procurement: Ontario’s version of PPP
ation Linked Cash flows: a cash flow or payment stream that is linked to inflation, thereby
ranteeing that the service provider will be paid real dollars for the goods and services it
vides
enfield: A project that is developed from ground up (“scratch”)
Take Contract: A contract that guarantees the payments for goods and services provided
he producer under negotiated conditions
-bid: the early stages of the response to a Request for Proposals procurement, which
udes assembling all necessary team members of a consortium
P Agency: A provincial agency that has authority to procure for goods and services under a
lic private partnership contracting mechanism