Stonepeak Infrastructure Partners and Ironclad Energy Partners Announce Sale of Rochester District Energy Assets to SDCL Energy Efficiency Income Trust for $260mm Enterprise Value

Ironclad Energy Partners LLC (“Ironclad”), an affiliate of Stonepeak Infrastructure Partners (“Stonepeak”), has agreed to sell 100% of its indirect equity interests in RED-Rochester, LLC (“RED”) and associated affiliates to SDCL Energy Efficiency Income Trust plc (“SEEIT”) for $260 million enterprise value, subject to customary closing adjustments.

As one of the United States’ largest district energy systems, RED exclusively serves 100+ commercial and industrial customers within the Eastman Business Park (“EBP” or the “Park”) in Rochester, New York. RED’s asset base has continuously served the 1,200-acre EBP and its customers with reliable and competitively priced utilities for over a century. Today, RED serves customers with its highly efficient and environmentally friendly tri-generation plant, delivering 16 separate utility services, including steam, chilled water, and electricity, in support of its customers and the 5,500 employees that work within the Park.

Upon acquisition in 2016, Stonepeak and Ironclad committed ~$80mm of additional capital to execute on the conversion of RED’s coal-fired central plant to modern natural gas boilers. The brownfield project was delivered in 18 months, on time and on budget and without any disruption to customers. Following the completion of the natural gas conversion, Stonepeak and Ironclad committed additional capital to further modernize RED’s facilities, completing over 40 efficiency projects during the four-year ownership period, and identifying another 100+ such projects for future execution. Stonepeak and Ironclad’s efforts within the Park were well-received by stakeholders, drawing recognition and support from local and state entities such as the New York State Energy & Research Development Agency and Rochester Gas & Electric. Through executed and identified projects, RED is expected to reduce CO2 emissions within the Park by the equivalent of an 880MW photovoltaic solar installation and will reduce SO2 and NOx emissions by ~99% and ~60%, respectively. SDCL expects to continue these modernization and efficiency efforts under its ownership, which are expected to continue delivering both increased profitability and emissions savings via fuel usage reduction.

The transaction is expected to close in Q2 2021, following receipt of customary regulatory approvals.

Luke Taylor, Senior Managing Director at Stonepeak said, “As a New York-based asset manager, Stonepeak is pleased to have had the opportunity to support a successful transition of the RED assets and to meaningfully contribute to the ongoing revitalization of the Finger Lakes region of New York. We are confident that the new owners will continue our efforts to drive environmentally-conscious growth within the Eastman Business Park.”

John Prunkl, Chief Executive Officer at Ironclad added, “Ironclad is thankful for the support of RED’s employees, customers, and all other stakeholders within the Park as we successfully transitioned the assets from coal to natural gas, executed over 40 efficiency projects, meaningfully reduced CO2 emissions, and commercially, technically, and financially positioned the utility and the Park for growth. Ironclad will work closely with SEEIT to ensure a successful transition of the business and we look forward to RED and EBP’s continued success.”

Jonathan Maxwell, founding partner and Chief Executive Officer of SDCL, the manager for SEEIT, said, “SEEIT is acquiring an operational and established district energy system that provides a range of essential and efficient energy services and utilities to a diversified customer base on one of the largest business parks in the United States of America. We expect the project to make positive contributions to SEEIT’s earnings and cash flow. At the same time, the project offers the potential for growth over the medium to long term through the addition of new customers and the implementation of accretive energy efficiency measures.”

Scotiabank acted as the exclusive financial advisor to Stonepeak and Ironclad, and Macquarie Capital acted as financial advisor to SDCL.

Mayer Brown LLP served as legal counsel for the selling parties. Wilson Sonsini Goodrich & Rosati was legal counsel to SDCL.

ABOUT STONEPEAK

Stonepeak Infrastructure Partners (www.stonepeakpartners.com) is an infrastructure-focused private equity firm headquartered in New York with $31.3 billion of assets under management (as of September 30, 2020). Stonepeak invests in long-lived, hard-asset businesses and projects that provide essential services to customers, and seeks to actively partner with high-quality management teams, facilitate operational improvements, and provide capital for growth initiatives.

www.stonepeakpartners.com

ABOUT IRONCLAD ENERGY PARTNERS

Ironclad Energy Partners is a joint venture between Stonepeak and industry veterans John Prunkl and Christopher Fanella. Ironclad was founded in early 2016 with the express intent of acquiring and adding value operationally, commercially, technically and financially in middle-market energy facilities. Formerly CEO and CCO of Primary Energy Recycling Corporation, a TSX traded company, the Ironclad principals have acquired, owned, partnered, operated, and/or constructed projects in the U.S. and around the world totaling more than 11,000 MW of capacity.

www.ironclad-energy.com

ABOUT SEEIT

SDCL Energy Efficiency Income Trust plc is the first UK listed company of its kind to invest exclusively in the energy efficiency sector. Its projects are primarily located in the UK, Europe and North America and include, inter alia, a portfolio of cogeneration assets in Spain, a portfolio of recycled energy and cogeneration projects in the United States, a regulated gas distribution network in Sweden and, most recently, a portfolio of commercial and industrial solar and storage projects in the United States.

SEEIT’s investment manager is Sustainable Development Capital LLP. Established in 2007, SDCL, with a proven track record of developing and investing in energy efficiency and decentralised energy generation projects.

www.seeitplc.com

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Contact information

Sard Verbinnen & Co
Ben Spicehandler / Julie Rudnick
Stonepeak-SVC@SARDVERB.com