For Key Client Partner Clients or U.S. Institutional Investors. Not for
Retail Distribution
Deutsche Asset Management Infrastructure
Debt Presentation: RIN II Equity
March 2018
CONFIDENTIAL-FOR DISCUSSION PURPOSES ONLY
The information herein is confidential and subject to change. By accepting
this information, the recipient
agrees to use the information only to evaluate its potential interest in the
proposed vehicle described herein
and for no other purpose and will not divulge any such information to any
other party. Any reproduction of this
information, in whole or in part, is prohibited. The information contained
herein has been prepared solely for
informational purposes and is not an offer to buy or sell or a solicitation
of an offer to buy or sell any security
or instrument or to participate in any trading strategy If any offer is
made, it shall be pursuant to a final
offering document that would contain material information not contained
herein. Any decision to invest in the
proposed vehicle described herein should be made solely in reliance upon
such final offering circular and not
upon the terms set forth in this preliminary presentation.
EFTA01417682
Important Information
CONFIDENTIAL
A decision to invest should only be made after reading the final fund
documentation ifany and conducting in-depth and independent due diligence.
Important Information
0 2018. All rights reserved. No further distribution is allowed without
prior written consent of the Issuer. I-053494_2
Deutsche Asset Management's infrastructure investment business (formerly
RREEF Infrastructure) is part of the alternative investments business of
Deutsche Asset Management ("Deutsche AM") part of the
Alternatives and Real Assets platform. In the United States this relates to
the asset management activities of RREEF America L.L.C., and Deutsche
Investment Management Americas Inc.; in Germany:
RREEF Investment GmbH, RREEF Management GmbH and RREEF Spezial Invest GmbH;
in Australia: Deutsche Asset Management (Australia) Limited (ABN 63 116 232
154) an Australian financial services
license holder; in Japan: Deutsche Securities Inc. (For DSI, financial
advisory (not investment advisory) and distribution services only); in Hong
Kong: Deutsche Bank Aktiengesellschaft, Hong Kong Branch,
and Deutsche Asset Management (Hong Kong) Limited; in Singapore: Deutsche
Asset Management (Asia) Limited (Company Reg. No. 198701485N); in the United
Kingdom: Deutsche Alternative Asset
Management (UK) Limited, Deutsche Alternative Asset Management (Global)
Limited and Deutsche Asset Management (UK) Limited; in Italy: RREEF
Fondimmobiliari SGR S.p.A.; and in Denmark, Finland,
Norway and Sweden: Deutsche Alternative Asset Management (UK) Limited and
Deutsche Alternative Asset Management (Global) Limited; in addition to other
regional entities in the Deutsche Bank Group.
For purposes of ERISA and the Department of Labor's fiduciary rule, we are
relying on the sophisticated fiduciary exception in marketing our services
and products, and nothing herein is intended as fiduciary
or impartial investment advice unless it is provided under an existing
mandate.
This material was prepared without regard to the specific objectives,
financial situation or needs of any particular person who may receive it. It
is intended for informational purposes only. It does not constitute
investment advice, a recommendation, an offer, solicitation, the basis for
any contract to purchase or sell any security or other instrument, or for
Deutsche Bank AG or its affiliates to enter into or arrange any
type of transaction as a consequence of any information contained herein.
Neither Deutsche Bank AG nor any of its affiliates gives any warranty as to
the accuracy, reliability or completeness of information
which is contained in this document. Except insofar as liability under any
statute cannot be excluded, no member of the Deutsche Bank Group, the Issuer
or any officer, employee or associate of them accepts
any liability (whether arising in contract, in tort or negligence or
otherwise) for any error or omission in this document or for any resulting
loss or damage whether direct, indirect, consequential or otherwise
suffered by the recipient of this document or any other person.
Deutsche Bank is not providing accounting, tax or legal advice to any
prospective investor. No assurance can be given that the investment
EFTA01417683
objective will be achieved or that any investor will receive a return of
all or part of his or her investment, and investment results may vary
substantially over any given period of time. An investment is not a deposit
and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency or by Deutsche Bank AG, its
affiliates or its subsidiaries.
The views expressed in this document constitute the Issuer's, Deutsche Bank
AG or its affiliates' judgment at the time of issue and are subject to
change. This document is only for accredited investors. This
document was prepared without regard to the specific objectives, financial
situation or needs of any particular person who may receive it.
THE PREFERRED SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND THE PREFERRED SHARES HAVE NOT BEEN AND ARE NOT EXPECTED
TO BE
REGISTERED UNDER THE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER
JURISDICTION. THE PREFERRED SHARES WILL BE OFFERED AND SOLD BY THE ISSUER IN
THE UNITED
STATES FOR INVESTMENT PURPOSES ONLY TO (I) "QUALIFIED INSTITUTIONAL BUYERS"
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OR (II) "ACCREDITED
INVESTORS" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT (OR, SOLELY IN CONNECTION WITH THE INITIAL
PLACEMENT OF THE
PREFERRED SHARES, OTHER "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(A) OF
REGULATION D UNDER THE SECURITIES ACT) APPROVED BY THE ISSUER), IN EACH CASE
THAT
ARE ALSO "QUALIFIED PURCHASERS" WITHIN THE MEANING OF SECTION 3(C)(7) OF THE
INVESTMENT COMPANY ACT. THE PREFERRED SHARES WILL BE OFFERED AND SOLD BY THE
ISSUER OUTSIDE OF THE UNITED STATES UNDER THE EXEMPTION PROVIDED BY
REGULATION S UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE
PREFERRED
SHARES WILL ONLY BE OFFERED AND SOLD BY THE ISSUER TO PERSONS THAT "U.S.
PERSONS" FOR U.S. FEDERAL INCOME TAX PURPOSES. IT IS NOT EXPECTED THAT THE
PREFERRED
SHARES WILL BE REGISTERED UNDER SECTION 12(G) OR ANY OTHER PROVISION OF THE
EXCHANGE ACT AND THE RULES PROMULGATED THEREUNDER. NEITHER THE ISSUER NOR THE
CO-ISSUER WILL BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT
COMPANY ACT.
The Preferred Shares may not be sold or transferred except (i) pursuant to
an exemption from registration under the Securities Act, exemption from
registration under the Investment Company Act and
registration or exemption under any other applicable securities laws, (ii)
to persons that are "U.S. Persons" for U.S. federal income tax purposes, and
(iii) as otherwise permitted under the Issuer's Articles, the
PS Issuing and Paying Agency Agreement and the PS Purchase Agreement.
The Preferred Shares have not been recommended by any U.S. federal or state
or non-U.S. securities commission or regulatory authority and none of the
foregoing authorities has confirmed the accuracy or
determined the adequacy of this Memorandum. Any representation to the
contrary is a unlawful.
Any investment in Preferred Shares would be speculative, and may not
suitable for all investors and would be intended for experienced and
EFTA01417684
sophisticated investors who are willing to bear the high economic
risk of the investment, which may include, among other risks: loss of all or
a substantial portion of the investment due to leveraging or other
speculative investment practices; lack of liquidity in that there may be
no secondary market; volatility of returns; restrictions on transferring
interests; potential lack of diversification and resulting higher risk due
to concentration within a single industry; absence of information
regarding valuations and pricing; and less regulation and higher fees than
mutual funds. There are numerous additional risks. See the Risk Factors
herein and other information that will be set out in the final
Issuer documentation, if any. No offer to sell or solicitation of offer to
purchase any Preferred Shares may be made except pursuant to the definitive
Private Placement Memorandum of the Issuer.
Past performance is not a guarantee of future results.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
1
EFTA01417685
Table of Contents
Section
01
02
03
04
05
06
Executive Summary
Deutsche Asset Management Infrastructure Platform
RIN I Overview
RIN II Investment Opportunity
Investment Process
Scenario Analysis
Appendix
01
02
04
03
Team Biographies and Track Record
Structured Infrastructure Product Features
Case Studies
Risk Factors
EFTA01417686
01 Executive Summary
EFTA01417687
Deutsche Asset Management Infrastructure Debt
Opportunity through RIN II
The Opportunity
H Total shortfall in U.S. infrastructure funding over the next 10 years is
estimated to be $1.44 trillionl (i.e. $144 billion per annum)
H Banks face financing constraints and costs due to greater regulation
resulting in the need for private debt capital to finance
infrastructure
I RIN II Ltd. (the "Issuer," "RIN II") is a structured private debt fund
that will invest primarily in a diversified portfolio of private
infrastructure loans
Deutsche AM's
Infrastructure Debt
Platform
I RREEF America LLC, part of Deutsche Asset Management's Alternatives
business ("Deutsche AM"), will act as Portfolio
Advisor to RIN II
I Deutsche AM's $22.3 billion global infrastructure platform employs 38
professionals globally with 7 dedicated infrastructure debt
professionals2
H The team has deployed —$1.1 billion across 53 investments since November
20143 and has $1.7bn of committed capital
I Powerful combination of infrastructure and credit investment expertise
RIN Program
I The Portfolio Advisor intends to construct a portfolio with a view towards
providing investors a number of benefits, including:
— Privately sourced financing opportunities with enhanced risk-adjusted
returns
— Private infrastructure debt's historically low default and high recovery
rates
I RIN I closed on October 25th 2017 and is funded with a (i) $273.33 million
of Class A Notes; (ii) $51.80 million of Class B Notes;
(iii) $57.38 million of Class C Notes; and (iv) $67.50 million in preferred
shares ("Equity")4
— Deutsche Bank retained a 5% vertical slice
I RIN II's portfolio will be funded with up to $75 million in preferred
shares ("Equity")4 and a warehouse facility (the "Initial Facility")
with an advance rate of up to 80% during the Ramp-up Period
— Deutsche Bank expects to retain a 5% vertical slice throughout the life of
the transaction
I RIN II has a Target Equity return of [12-15%]5
EFTA01417688
(1) Source: "Failure to Act" by the American Society of Civil Engineers
report, 2017.
(2) As of September 30, 2017.
(3) As of December 31, 2017. Based on Team investment activity since 2014.
(4) No assurance can be made that the target raised will be achieved.
(5) We believe that, in view of anticipated market conditions, RIN should be
expected to create a portfolio of investments with income yields and
repayment of capital generating a return equal to the
target return. The investment portfolio will be selected based on certain
guidelines as outlined in the Private Placement memorandum. Target return
reflects floating base rate, interest margin, upfront
fee and Libor floor and capital structure expectations. The target return is
net of management fees, expenses, performance fees, portfolio company taxes,
fund taxes, investor taxes and related
withholding taxes from portfolio investments. There can be no assurance that
the assumptions underlying the target returns will prove to be accurate, nor
that the target return will be met or significant
losses avoided. Projections are subject to a number of assumptions and
uncertainties and may or may not be realized. Please refer to slide 39 for
further detail.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
4
EFTA01417689
02 Deutsche Asset Management Infrastructure
Platform
EFTA01417690
Deutsche AM's Leading Infrastructure Platform
Platform overview
Deutsche Bank Overviewl
I One of the world's leading international financial institutions with
total assets of -$1.5 trillion
I Active in 62 countries
I Over 99,000 employees
Deutsche Bank
Alternatives
(AUM: $91bn)3
Private, Wealth and
Commercial Clients
Corporate &
Investment Banking
Asset Management
Global Markets
Direct
Infrastructure
Equity,
$10.5bn
Infrastructure
(AUM: —$23bn)3
Active
Alternatives
Passive
I Platform currently employs 38
professionals globally with 7 dedicated
investment professionals3
Real
Estate
Infrastructure
Commodities
Private
Equity
Sustainable
Investments
Hedge
Funds
Infrastructure Debt
(AUM: —$885m)2
I The team has been investing since
November 2014 and has deployed capital
into 53 investments2
—$23bn
Listed
Infrastructure
EFTA01417691
Securities,
$11.6
Asset Management
(AUM: $840bn)3
Deutsche AM's Infrastructure Platform3
I Deutsche AM's global infrastructure
platform (the "Platform") has —$23 billion
in assets under management with —$1.1
billion deployed2 and $1.7 billion2
dedicated to infrastructure debt
Direct
Infrastructure
Debt,
—$0.9bn
(1) Deutsche Bank AG as of September 30 2017.
(2) As of December 31 2017. Based on Team investment activity since 2014.
Please note numbers may not sum due to rounding. All breakdowns are by
primary use. Excludes financial services. Allocations are subject to change
without notice
(3) As of September 30 2017.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
6
EFTA01417692
Deutsche AM's Leading Infrastructure Platform
Platform detail
Established Asset
Manager
I Deutsche AM is a leading global asset manager with $840 billion under
management across all asset classesl
I —$23 billion of infrastructure focused AUM; more than $1.7 billion of
infrastructure debt dedicated capital2 and $1.1bn deployed3
I The Infrastructure Platform has a 23-year track record of delivering
attractive, stable returns for investors6
Track Record of
Infrastructure and
Credit Expertise
I Seasoned team with extensive infrastructure debt investment and portfolio
management expertise
I Portfolio Advisor team with complementary skill sets and collective
infrastructure experience of 78 years that has provided c. $37.0 billion of
financing to 99 infrastructure businesses historically4 and 53 businesses
since the end of 20143
I Attractive performance for RIN I, with average cash-on-cash returns of
15.8% since inception5
Proven Investment
jrocess
Infrastructure and credit expertise drives better investment and portfolio
management decisions
I Rigorous investment process results in very deliberate investment selection
I Focus on leveraging relationships to originate debt investment
opportunities and obtain desired allocations
Proprietary Deal
Pipeline
I Access to infrastructure debt investments through strong relationships
with:
— Infrastructure equity sponsors
— Senior management of infrastructure companies
— Investment banks
— Financial advisers
(1) As of September 30, 2017
(2) As of December 31, 2017. Includes $450 million of investable capital for
RIN, $750 million Separately Managed Account, and $500 million Separately
Managed Account.
(3) As of December 31, 2017. Based on Team investment activity since 2014.
EFTA01417693
(4) As of December 31, 2017. Based on Team members' professional activities,
including experience at prior employers. Transaction numbers are based on
the collective team's experience, this
includes acting in varying capacities such as a lead arranger and or a
financial counterparty.
(5) As of 03'17 payment date. Please note that returns shown are net of
fees, including the performance fee. No assurance can be made that future
investments will have similar characteristics to
current investments or will generate similar returns. Past performance is
not indicative of future results.
(6) Platform's performance includes the performance of the European Private
Infrastructure Business, Listed Infrastructure Securities Business,
Infrastructure Debt Business, and Australian Separate
Account Business.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
7
EFTA01417694
Deutsche AM's Infrastructure Debt Team
The team benefits from investment expertise of leading asset management
professionals
Infrastructure Debt Teaml
Portfolio Manager
20 years experience
Prior affiliation: Aladdin Capital,
Dresdner Kleinwort, BNP Paribas
Jorge Rodriguez*
Director
10 years experience
Prior affiliation: Deutsche Bank
IB, Carlyle, Deloitte
Matt Woods
Associate
2 years experience
Prior affiliation: J.P. Morgan
Joshua Kim
Operations, Legal and Compliance
Freddy Taggart
COO
Nick Bloss
COO Office
Tom Rice
Legal
Michelle Goveia-Pine
Compliance
* Investment committee member
(1) Defined as the "Team" throughout this presentation. Members subject to
change
(2) The Infrastructure Debt Team has access to members of these teams in
connection with the investment process
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
8
Jessica Hamill
Operations
Portfolio Manager
18 years experience
Prior affiliation: Aladdin Capital,
Dresdner Kleinwort, Moody's
Jonathan Newman*
Assistant Vice President
7 years experience
Prior affiliation: Intesa SanPaolo,
Morgan Sindall
Benjamin Schmitt
Managing Director
15 years experience
EFTA01417695
Prior affiliation: Citigroup, S&P,
EXIM Bank India
Sundeep Vyas*
Assistant Vice President
6 years experience
Cameron Berns
Investment Committee Members2
Head of Alternatives
19 years experience
Prior affiliation: Banker's Trust
Pierre Cherki*
Head of Strategy and Research
30 years experience
Prior affiliation: Invesco
Mark Roberts*
Managing Director , Real Estate
Debt
17 years experience
Prior affiliation: J.P. Morgan
Andrea Vanni*
Research Team
Simon Wallace
Director
Gianluca Minella
Vice President
Head of Infrastructure
19 years experience
Prior affiliation: Deutsche Bank IB,
HSBC
Hamish Mackenzie*
Director, Real Estate Debt
31 years experience
Prior affiliation: CWCapital, Nissho
Iwai American Corp, Wachovia
Joe Rado*
Head of Asset Management for
Infrastructure Europe
21 years experience
Prior affiliation: Bechtel
Jane Seto*
EFTA01417696
Infrastructure Debt Track Recordl
Team with complimentary skill sets and extensive experience — see Appendix 1
for more detail
Origination and Execution
I Completed $37.0 billion financing transactions across 99 infrastructure
businesses with only one recorded payment defaultl
— Pioneers of infrastructure finance involved in marquee transactions
throughout North America and Europe
— 78 years of collective infrastructure experience
— Extensive experience throughout geographies and infrastructure sub-sectors
Team Transaction Funnel
Originated
Initial due
diligence
Detailed due
diligence
399
18%
47%
248
179
Transacted 99
Water
UK
France
USA
Spain
Netherlands Other
Germany
Austria
Utilities
Ports
Power Generation
Renewable Power
Motorway Services
Toll Roads
Communications Towers
Gas T&D
Other
24%
18%
Transaction by Geography
5%
3%
1%
0%
3%
10%
7%
19%
EFTA01417697
10%
Transaction by Sector
4%2%4%
5%
21%
(1) As of December 31, 2017. Based on Team members' professional activities,
including experience from prior employers. Transaction numbers and
enterprise values are based on the collective
team's experience, this includes acting in varying capacities such as a lead
arranger and or a financial counterparty.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
9
EFTA01417698
Experienced Team Supported by Operational, Reporting
and Governance Structure
Thorough
Investment
Procedures
H 7 dedicated investment professionals with complimentary skill sets allow
for thorough analysis of each investment and ongoing
monitoring
I Analysis focused on industry dynamics, competitive position,
predictability of cash flow, debt service coverage and leverage
ratios, and equity cushion
I All investments and dispositions must be approved on a unanimous basis by
9 member Investment Committee
I A lead and back-up analyst are responsible for the ongoing monitoring of
each credit
Enhanced
Controls and
Compliance
I Hypothetical trade tests are performed by the investment team and Loan
Information Agent (US Bank middle office), prior to any
investments or dispositions
I Indenture covenant compliance is tracked by investment team, FA01, Loan
Information Agent, and Trustee (US Bank)
H Trade, payment and monthly reports are produced by the Trustee and
reviewed by the investment team and FAO
I Ernst & Young serves as the Recalculation Agent to ensure that all
covenant ratios are calculated accurately
Robust
Operational
Structure
H Daily and ongoing communication between investment team, FAO, Loan
Information Agent and Trustee
H Investment team, FAO, and US Bank have multiple redundancies with strong
working knowledge of RIN
I Daily reconciliation of positions and cash balances between investment
team, Loan Information Agent and Trustee
I Quarterly payment waterfall tie-out between investment team, FAO, Loan
Information Agent and Trustee
Integrated
Technology
EFTA01417699
Suite
I Loan Information Agent utilizes CDO Suite to track RIN portfolio
I Integrated data feeds from Bloomberg, Markit, rating agencies, and third
party pricing providers
I Well established trading platform and settlement process in line with LSTA
standards
I 24/7 technology support professionals mitigate business disruption risk
IITested business continuity plan in place whereby employees have remote
access to necessary systems
1) Fund Administration Oversight.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
10
EFTA01417700
Independent and Transparent Reporting Procedures
— US Bank will serve as the transaction's Trustee
— The Trustee will monitor the deal's compliance with all of the transaction
covenants
— Covenant compliance is also tracked by investment team, FAO, and the Loan
Information Agent
— US Bank will independently maintain a website portal, PIVOT, for equity
and facility holders to access on demand
— The Trustee will provide investors with monthly and payment date reports
• Reports will be reviewed by FAO, investment team, and E&Y
— The information made available by the Trustee includes but is not limited
to the following:
Overcollateralization
Tests
Interest Coverage
Tests
Detail of Assets
Concentration
Limitations
Cash Summary
Caa and Defaulted
Collateral
Weighted Average
Recovery Rate Tests
Weighted Average
Rating Factor Tests
Weighted Average
Life
Weighted Average
Spread / Coupon
Tests
Purchases and Sales
Cov-Lite Loans
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
11
EFTA01417701
03 RIN I Overview
The information shown is based on RIN I past investments and is not
necessarily representative of RIN II. RIN I is closed to new investors
and no representation is made that investments in RIN II will have the same
characteristics or returns similar to RIN I.
EFTA01417702
RIN I ("RIN LTD") CLO
First CLO Primarily Secured by Loans to Economic Infrastructure Assets
I Deutsche AM's inaugural infrastructure CLO, RIN I closed on
October 25th 2017
IIFirst Infrastructure CLO rated by Moody's under its Project Finance
& Infrastructure CDO Rating Methodology2
II100% ramped (91% ramped at closing)
IICurrent Weighted Average Rating Factor of 19023
IIVehicle leverage of 6.67x; 15% par subordination through Baa3
rated Notes
I Notes priced at WACD of 191 bps; 21bps wider than BSL CL04
IINote and Equity tranches purchased by 23 unique investors
I 60bps of Par Creation vs 36bps for 2015 vintage BSL CLO4
I Current Equity NAV of 104.2%5
IIWeighted Average Spread of 370bps vs 357 bps for 2015 vintage
BSL CLO4
II Equity achieved cash on cash yield of 15.81% during warehouse
period6
Note Tranche Summaryl
Class
Moody's
Rating
Class A
Class B
Class C
Equity
Aaa
Aa3
Baa3
NR
Size
($mm)
Par
Sub.
$273.330 39.26%
$51.795 27.75%
$57.375 15.00%
$67.500 N/A
Structure Termsl
Reinvestment Period:
Non Call Period:
EFTA01417703
Stated Maturity:
First Payment:
Risk Retention:
Wtd.
Avg.
Life
5.2
6.9
7.8
N/A
Coupon
(L+bps)
150bps
185bps
390bps
N/A
Price
100.0
100.0
100.0
100.0
4 years
2 years
11 years
April 20, 2018
Dual Compliant (Deutsche Bank retained
5% vertical slice)
(1) As of closing on October 25th 2017.
(2) "Moody's Approach to Rating Collateralized Debt Obligations Backed by
Project Finance and Infrastructure Assets," August 12, 2015.
(3) As of January 17th 2018.
(4) Source. Morgan Stanley Research. As of December 31st 2017.
(5) Calculated as (i)Equity contributed plus the sum of (a) the market value
of the Principal Collateral plus (b) Principal Collection Account plus
(c)Ramp Up Account minus (d) total deal
capitalization divided by (ii) Equity contributed. Calculation as of October
25th 2017.
(6) Calculated as the average of each quarter's cash on cash yield since the
warehouse period's first payment in April 2015. Please note that returns
shown are net of fees, including the
performance fee.. Please see notes included at end of presentation for the
effect of fees on performance. Past performance is not indicative of future
results.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
13
EFTA01417704
RIN I Portfolio Attributes
60bps of par has been created
Weighted Average Spread and Cumulative Portfolio Par Creation over Time
Cumulative Par
Created (%)1
0.00%
0.20%
0.40%
0.60%
0.80%
1.00%
1.20%
1.40%
1.60%
Q1'15
Q2 115
Q3 115
Q4 115
RIN Cumulative Par Created (%) (lhs)
Q1'16
Q2'16
Q3'16
BSL Cumulative Par Created (%) (lhs)
3
Q4'16
Q1'17
RIN WAS (%) (rhs)
Q2'17
Q3'17
4
BSL WAS (%) (rhs)
(1) Cumulative Par created inclusive of realized and unrealized gains. As of
December 31st 2017.
There is no assurance that investment objectives will be met Past
performance is not indicative of future results. Please note that the future
cumulative par created could be adversely affected by
the performance of the CLO's assets. A default or loss of principal in an
underlying CLO asset would reduce the cumulative amount of par created.
(2) Weighted Average Spread inclusive of applicable Libor Floors. As of
December 31st 2017.
(3) Median Cumulative Par created of outstanding 2015 vintage BSL CLOS per
Morgan Stanley Research. As of December 31st 2017.
(4) Median Weighted Average Spread of outstanding 2015 vintage BSL CLOS per
Morgan Stanley Research. As of December 31st 2017.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
14
Q4'17
Weighted Average
EFTA01417705
Spread2
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
Issuance Costs
EFTA01417706
RIN I Compared to 2015 BSL CLO
I RIN's Equity investors benefit from lower leverage, lower WARF, and a
higher spread relative to a comparably rated BSL CLO1
I RIN I WARF2 of 1941 vs. BSL CLO WARF1 of 2809
I RIN I WAS2 of 3.77% vs. BSL CLO WAS1 of 3.58%
WAS vs. WARF
3.80%
More Favorable
3.75%
3.70%
3.65%
3.60%
3.55%
Less
Favorable
3.50%
0
500
1000
1500
2000
2500
3000
3.50%
0
5,000
10,000
15,000
20,000
25,000
30,000
(1) Source: Median Weighted Average Spread and Median of outstanding 2015
vintage BSL CLOS per Morgan Stanley Research. As of October 25th 2017. RIN
is being compared to a 2015 BSL
CLO because RIN's first payment period occurred at the end of Q11 15.
(2) RIN WAS and WARF as of closing on October 25th 2017.
(3) Calculated as the product of Leverage and WARF.
There is no guarantee that this rating factor will be achieved. An
investment in infrastructure involves a high degree of risk, including
possible loss of principal amount invested, and is suitable only
for sophisticated investor who can bear such losses. Rating factor does not
remove market risk and is subject to change. There is no guarantee that
investment objectives will be achieved.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
15
EFTA01417707
2015 Median
BSL CLO
RIN I
3.75%
3.70%
3.65%
3.60%
3.55%
Less
Favorable
2015 Median
BSL CLO
WAS vs. Combined WARF and Leverage3
3.80%
More Favorable
RIN I
EFTA01417708
Annualized RIN I Equity Current Yield (Inception — Present)
Average cash yield of 15.8% since inception
Historical RIN Equity Current Yields
Current Yield % 1
25%
Leverage: 6.67x
Leverage
20%
19.2%
18.2%
17.5%
15%
18.2%
17.1%
15.3%
14.5%
10%
11.1%
20.4%
19.4%
5%
3.2%
0%
Q1'15
Q2 115
Current Yield (%) LH
Q3 115
Q4 115
Q1'16
Portfolio Leverage (x) RH
(1) Represents cash-on-cash returns to equity investors after fees
(including performance fee).
No assurance can be made that current yields can be maintained due to
changes in financial conditions and market uncertainties. Past performance
is not indicative of future returns.
Source: Deutsche Asset Management as of 03'17 payment date, October 17, 2017.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
16
Q2'16
Q3'16
Q4'16
Q1'17
Q2'17
Q3'17
0.OOx
1.OOx
2.OOx
3.OOx
EFTA01417709
4.00x
5.00x
6.00x
7.00x
EFTA01417710
RIN I Historical Portfolio Metrics
RIN I has been managed since November 2014 with US Bank as Trustee and
Ernst & Young as Calculation Agent
Portfolio Par Amount ($mm)
$mm
100
150
200
250
300
350
400
450
50
Q1
2015
Q2
2015
Q3
2015
Q4
2015
Q1
2016
Q2
2016
Q3
2016
Q4
2016
Portfolio Par ($mm)
Weighted Average Spreadl
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
Q1
Q2
Q3
Q4
Q1
Q2
Q3
EFTA01417711
WAS
Q4
Q1
Q2
Q3
Q4
2015 2015 2015 2015 2016 2016 2016 2016 2017 2017 2017 2017
Q1
2017
Q2
2017
Q3
2017
Q4
2017
Capital Invested as % of Portfolio Par
98.40%
98.60%
98.80%
99.00%
99.20%
99.40%
99.60%
99.80%
100.00%
Q1
Q2
Q3
Q4
Ql
Q2
Q3
Q4
Q1
Q2
Q3
Q4
2015 2015 2015 2015 2016 2016 2016 2016 2017 2017 2017 2017
Capital Invested as % of Portfolio Par
Weighted Average Rating Factor2
1,000
1,500
2,000
2,500
3,000
500
Q1
Q2
Q3
Q4
EFTA01417712
Q1
Q2
Q3
WARF
(1) Weighted Average Spread inclusive of applicable Libor Floors per RIN I's
Warehouse Indenture definition. Past performance is not indicative of future
returns.
(2) Weighted Average Rating Factor calculated using RIN I's Warehouse
Indenture definition prior to Notes Issuance. Past performance is not
indicative of future returns.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
17
Q4
Q1
Q2
Q3
Q4
2015 2015 2015 2015 2016 2016 2016 2016 2017 2017 2017 2017
EFTA01417713
RIN Portfolio Liquidity
RIN's Markit Liquidity Score is comparable to the average BSL Markit
Liquidity Score
Markit Liquidity Scores: RIN, Broadly Syndicated Loan (BSL), and Middle
Market (MM)
Percentage of
Portfolio (%)
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
80.0%
90.0%
100.0%
0.0%
RIN
1
Liquidity Score:
3.15
2.14
BSL
2
4.18
Note: Markit Liquidity Scores are on a scale of 1 (Most Liquid) to 5 (Least
Liquid).
(1) Represents RIN Liquidity Score of Target Portfolio. Liquidity Scores as
provided by Markit as of January 17, 2018. Loans in the Target Portfolio
that are not listed by Markit are assumed to
have a Liquidity Score of 5.
(2) Source: Morgan Stanley Research. Represents the average Liquidity Score
of all BSL CLOs currently outstanding as of December 31, 2017.
(3) Source: Morgan Stanley Research. Represents the average Liquidity Score
of all MM CLOs currently outstanding as of December 31, 2017.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
18
4.5%
21.4%
13.4%
15.8%
14.4%
23.8%
38.0%
27.6%
10.8%
15.5%
EFTA01417714
4.8%
2.5%
MM
3
42.6%
14.9%
Liquidity Score 5
Liquidity Score 4
Liquidity Score 3
Liquidity Score 2
Liquidity Score 1
50.1%
EFTA01417715
RIN I Portfolio Holdingsl
Sector
Electricity (Coal/Gas) Contracted: NYISO
Wholesale
Electricity (Coal/Gas) Merchant: NYISO
Other non-regulated gas or electricity infrastructure asset
Other non-regulated gas or electricity infrastructure asset
LNG Terminal
LNG Terminal
Toll road networks, tunnels, bridges, car parks
Electricity (Coal/Gas) Contracted: PJM
Regulated Electricity distribution and transmission
Electricity (Coal/Gas) Merchant: PJM
Electricity (Coal/Gas) Merchant: NYISO
Electricity (Coal/Gas) Merchant: ERCOT
LNG Terminal
Power - Renewables: Solar
Chemical Facility
Rail
PPP/PFI Prisons
Environmental Industries
Electricity (Coal/Gas) Merchant: PJM
Electricity (Coal/Gas) Merchant: PJM
Electricity (Coal/Gas) Merchant: PJM
Wholesale
Electricity (Coal/Gas) Merchant: NYISO
Other non-regulated gas or electricity infrastructure asset
Other non-regulated gas or electricity infrastructure asset
Regulated Telecom
Regulated Telecom
Construction & Building
Electricity (Coal/Gas) Merchant: ISO-NE
Other non-regulated gas or electricity infrastructure asset
Regulated Telecom
Regulated Telecom
Electricity (Coal/Gas) Merchant: Southeast
Electricity (Coal/Gas) Contracted: PJM
Power - Renewables: Wind
Power - Renewables: Wind
Power - Renewables: Wind
Other non-regulated gas or electricity infrastructure asset
Construction & Building
Other non-regulated gas or electricity infrastructure asset
Environmental Industries
Moody's
Adjusted
Rating
61
B3
61
61
EFTA01417716
Ba2
Bal
Bal
Ba3
Ba3
Baa3
B1
Ba3
B2
Ba2
Ba2
Ba2
Ba2
B1
B2
B2
B2
B2
B3
Ba2
Ba3
B2
B2
B2
B2
B1
Ba3
B1
B1
B1
Ba3
B1
Ba3
Bal
B1
Ba2
Ba3
B3
Recovery
Rate
45%
40%
75%
45%
45%
65%
65%
65%
75%
65%
75%
EFTA01417717
75%
75%
65%
65%
30%
45%
40%
60%
15%
45%
45%
40%
75%
65%
45%
45%
45%
45%
75%
65%
45%
45%
75%
75%
65%
65%
65%
45%
45%
45%
60%
Amount
($mm)
12.86
10.90
18.28
9.00
10.92
1.50
14.89
19.51
30.00
12.38
10.66
5.17
13.07
20.00
20.00
8.89
1.12
4.96
EFTA01417718
6.91
7.42
0.06
4.77
11.23
21.26
19.85
1.00
4.04
3.96
2.99
11.31
22.00
1.94
1.77
11.35
20.12
6.86
17.05
5.00
10.00
14.49
8.69
4.00
Portfolio %
2.91%
2.47%
4.13%
2.04%
2.47%
0.34%
3.37%
4.41%
6.78%
2.80%
2.41%
1.17%
2.96%
4.52%
4.52%
2.01%
0.25%
1.12%
1.56%
1.68%
0.01%
1.08%
2.54%
4.81%
4.49%
0.23%
EFTA01417719
0.91%
0.90%
0.68%
2.56%
4.98%
0.44%
0.40%
2.57%
4.55%
1.55%
3.86%
1.13%
2.26%
3.28%
1.97%
0.90%
(1) Holdings are subject to change. Past performance is not indicative of
future results. Source: Deutsche Asset Management. As of January 17, 2018.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
19
Avg. Market
Price
101.38
94.00
100.75
101.75
101.63
100.00
100.00
100.00
101.25
100.63
101.44
101.25
98.50
100.00
101.50
101.69
100.38
100.50
100.75
101.63
101.50
101.50
90.00
100.81
100.63
100.75
EFTA01417720
101.06
101.06
101.56
100.25
101.25
100.63
100.63
97.50
100.00
91.00
100.75
101.44
101.75
101.63
101.25
100.88
Stated Spread
(L+bps)
4.50%
5.25%
4.00%
4.00%
4.00%
2.25%
2.25%
3.75%
3.75%
3.25%
3.75%
3.25%
3.25%
2.50%
3.00%
2.50%
1.50%
2.25%
2.75%
7.25%
3.50%
3.50%
5.25%
3.75%
4.00%
3.25%
3.25%
3.25%
3.50%
4.75%
4.25%
2.25%
2.25%
EFTA01417721
3.50%
3.25%
4.25%
4.25%
2.75%
4.00%
3.50%
3.00%
3.00%
EFTA01417722
RIN I Portfolio Holdings (cont'd)
RIN I Portfolio by Sub-Sector
3%
4%
2%
1%
3%
0%
2%
3%
5%
5%
3%
8%
11%
4%
Weighted Average Purchase Price
Weighted Average Market Price
Electricity (Coal/Gas) Contracted: NYISO
Wholesale
Electricity (Coal/Gas) Merchant: NYISO
Other non-regulated gas or electricity infrastructure asset
LNG Terminal
Toll road networks, tunnels, bridges, car parks
Electricity (Coal/Gas) Contracted: PJM
Regulated Electricity distribution and transmission
Electricity (Coal/Gas) Merchant: PJM
Electricity (Coal/Gas) Merchant: ERCOT
Power - Renewables: Solar
Chemical Facility
Rail
PPP/PFI Prisons
Environmental Industries
Regulated Telecom
Construction & Building
Electricity (Coal/Gas) Merchant: ISO-NE
Electricity (Coal/Gas) Merchant: Southeast
Power - Renewables: Wind
PF Infra: Weighted Average Rating Factor
Corp Infra: Weighted Average Rating Factor
PF Infra: Weighted Average Recovery Rate
Corp Infra: Weighted Average Recovery Rate
Weighted Average Life
Past performance is not indicative of future results. Source: Deutsche Asset
Management. As of January 17, 2018.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
20
99.33
EFTA01417723
100.15
1694
2383
68.6%
43.5%
5.03
18%
Weighted Average Spread
368 Bps
Traded Par + Cash
$450.73 mm
3%
7% 3% 5%
10%
Number of Obligors
38
RIN I Portfolio Statistics
Metric
Present
EFTA01417724
RIN I Current Portfolio Investment Attributesl
Distribution of Moody's Adjusted Ratings4 by Investment
4%
3%
11%
5%
22%
27%
30%
0%
Baa3 Bal Ba2 Ba3 B1 B2 B3
Distribution of Equity Cushions2
10%
20%
30%
40%
0%
<25%
25-35%
35-50%
>50%
Equity
Cushion
(1) Based on RIN's portfolio as of November 21 2017.
(2) Calculated by deal team using DCF, precedent transactions, and
comparable trading levels.
(3) Investments shown either have financial covenant at facility or pari
passu revolver.
(4) Adjusted for outlook and/or watch.
An equity cushion or a lender protection may not guarantee against a
potential rating downgrade.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
21
<1.50x
1.50x-1.99x 2.00x-2.49x 2.50x-2.99x
Distribution of Lender Protections3
100%
20%
40%
60%
80%
0%
Financial Covenants
Project Finance Features
>3.00x
Coverage
Ratio
Distribution of Investment DSCRs
EFTA01417725
10%
20%
30%
40%
EFTA01417726
Disciplined Investment Process Drives Performance
Selectivity Drives Performance
I Extensive relationships with financial sponsors, advisors and banks lead
to a robust pipeline of investment opportunities
I Market position and specialized expertise results in greater investment
discipline and selectivity
I Active and specialized investing style provides early access to deals,
ability to influence terms, and facilitate desired allocations
Deals Reviewed vs. Investments Made — Infrastructure Debt Team
# of Deals
12
18
24
30
0
6
3014
4014
1Q15
2015
3Q15
4Q15
Investments
1016
2016
3016
Deals Reviewed
4Q16
% Invested
For illustrative purposes only. No inference can be made that completed
deals would be more or less profitable to a potential investor. Past
performance is not indicative of future results.
Source: Deutsche Asset Management as of December 31, 2017.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
22
1017
2Q17
3Q17
4Q17
Deals Invested/
Deals Reviewed (%)
0%
10%
20%
30%
EFTA01417727
40%
50%
60%
70%
80%
90%
100%
EFTA01417728
04 RIN II Investment Opportunity
EFTA01417729
Ramp-up Period Summary of Termsl
Issuer
Co-Issuer
Portfolio Advisor
Initial Facility Lenders
Initial Facility Commitment Amount
Preferred Shares Commitment Amount
Ramp-up Period
Target Equity IRR
Base Advisory Fee
Subordinated Advisory Fee
Incentive Fee Hurdle
Incentive Advisory Fee
I RIN II Ltd., a Cayman Islands exempted company, as issuer of the Preferred
Shares and co-issuer of
the Senior Notes
I RIN II LLC, a Delaware limited liability company, as co-issuer of the
Senior Notes
I RREEF America LLC
I Barclays Bank PLC ("Barclays") and Deutsche Bank AG, New York Branch
("Deutsche Bank"), as sole
initial lenders under the Initial Facility. Barclays is expected to hold 95%
of the Initial Facility, and
Deutsche Bank is expected to hold 5% of the Initial Facility
H $168.4 million which may be increased up to $463.2 (subject to terms set
forth in the PPM)2
Up to $75 million2
Up to 18 months (subject to extension)2
Net target equity IRR of 12%-15%3
[35] bps per annum of the Fee Basis Amount
[0] bps per annum of the Fee Basis Amount.
11% Equity IRR
20% after exceeding the Incentive Fee Hurdle
1) Prior to any Refinancing. For summary purposes only, and qualified in
its entirety by the definitive Private Placement Memorandum of the Issuer.
2) Please see the Private Placement memorandum for further detail.
3) The target return of the Preferred Shares (as stated in the Private
Placement memorandum and available upon request) is net of the Issuer's
advisory fees, expenses, performance fees, portfolio
company taxes, taxes payable by the Issuer and related withholding taxes
EFTA01417730
from portfolio investments. There can be no assurance that the assumptions
underlying the target returns of the Preferred
Shares will prove to be accurate. There can be no assurance that the target
return of the Preferred Shares will be met or that significant losses on the
Preferred Shares will be avoided. Please refer
to the "Risk Factors" pages at the end of the presentation for details on
many of the risks that may have an impact on IRR. The target return of the
Preferred Shares may be affected by a number of
different assumptions including but not limited to, issuance costs,
warehouse period length, weighted average spread, weighted average cost of
debt, effective purchase price, equity in structure,
annual default rate, and recovery rate. For further detail, please refer to
slide 39 for an analysis of how the target return is affected by changes in
these assumptions, data upon which the targeted
IRR is based.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
24
EFTA01417731
Illustrative RIN II Capital Structure — Post Refinancing
Portfolio Advisor
Rating
Agencies
(RREEF America LLC)
Advising, and
monitoring
US Bank
(Portfolio
Administrator
and Trustee)
Trustee + portfolio
administration
RIN II Ltd.
(Issuer)
RIN II LLC
(Co-Issuer)
Illustrative RIN II Post Refinancing Summary of Termsl,2
Issuer
llustrative Refinancing Capital Structurel,2
i
Co-Issuer
Portfolio Advisor
Final Redemption Date
Reinvestment Period
Target Equity IRR
Base Advisory Fee
Subordinated Advisory Fee
Incentive Fee Hurdle
ncentive Advisory Fee
i
RIN II Ltd.
RIN II LLC
I RREEF America LLC
2 years
i
Up to 5 years
Net target equity IRR of 1296-15%2
Class B
EFTA01417732
[15] bps per annum of the Fee Basis Amount
[30] bps per annum of the Fee Basis Amount.
11% Equity IRR
20% after exceeding the Incentive Fee Hurdle
Class C
Equity
[Aa]
[Baa]
[NR]
[12]%
[12]%
[15]%
$[60]
$[60]
$[75]
[135-155]
[240-275]
Class
Class A
Rating
[Aaa]
% of Capital
Structure
[61]%
Size
($ millions)
$[305]
Pricing3
(L+bps)
[110-125]
(1) Preliminary and subject to material change. Actual capital structure,
transaction size, class sizes, rating levels and coupons of a Refinancing
will be established at the time of a Refinancing and
may differ materially from those presented herein.
(2) Indicative based upon current market conditions that may change.
There is no guarantee that the objective will be achieved.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
25
EFTA01417733
Key Investment Highlights
Strengths of
Private
Infrastructure
Debt
I Preferred position in capital structure with substantial equity cushion
I Security interest in collateral of critical infrastructure and essential
services businesses
H Historically low default and high recovery rates — infrastructure debt has
generally lower default rates than similarly
rated debt of non-financial corporates)
I Premium pricing due to scarcity of event driven financing
Benefits of
Investment
Strategy
Strategy is focused on investing in private USD infrastructure loans:
I Financing opportunities structured with lender protections designed to
enhance risk-adjusted returns
I Investment guidelines intended to deliver a Portfolio with Ba3/B1 credit
profile
I Floating rate LIBOR loan investments have historically provided protection
from rising interest rates
I Low correlation among individual infrastructure assets within the
ortfolio2
fIPotential for significant positive spread between investment margins and
the Issuer's lower cost of funding
Benefits of
Platform
I Relationship breadth, high activity levels, and ability to make sizeable
investments result in "early-looks", preferred
allocations, and better information flow
I Private side access to sponsors, management one-on-ones, and borrower
projections supports informed investment
decisions
H Sponsors and arrangers often request team feedback on terms and pricing
before launching transactions
(1) Sources: 'Infrastructure Default and Recovery Rates 1983-2016', Moody's,
July 2017.
(2) "Moody's Approach to Rating Collateralized Debt Obligations Backed by
Project Finance and Infrastructure Assets," August 12, 2015.
EFTA01417734
No assurance can be made investment objectives will be achieved. There is no
guarantee against a complete loss of invested assets.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
26
EFTA01417735
Current Infrastructure Debt Market Dynamics
Opportunity to capitalize on supply/demand imbalance for infrastructure debt
$tn
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
Infrastructure Funding Gap Over the Next 10 Yearsl
$3.3 trillion
$1.4 trillion
funding gap over
10 years
$1.9 trillion
Record Infra Private Equity Dry Powder2
$bn
10
20
30
40
50
60
70
80
Total Needs
Surface Transportation
Airports
Inland Waterways & Marine Ports
Significant Private Infra Debt Demand3
$bn
10
20
30
40
50
60
70
0
2018
2019
Expected Refinancing
2020
2021
Expected Acquisition Financing
(1) Source: "Failure to Act" by the American Society of Civil Engineers
report, 2017.
(2) Source: Preqin North American private infrastructure equity fundraising
data as of November 1 2017.
EFTA01417736
(3) Source: Deutsche AM's estimates of expected acquisition and refinancing
activity over the next 5 years. Expected acquisition financing amounts based
on analysis of funds allocated to the
infrastructure sector and expected acquisition capital structure of 2:1 debt
to equity based on Prequin's private infrastructure fundraising data as of
November 1, 2017. Expected refinancing amounts
based on proprietary Deutsche AM database as of November 1, 2017. No
assurance can be given that any forecast or target will be achieved.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
27
2022
I Long-term need for private infrastructure investment to
replace and complement insufficient traditional funding
sources
I Private investors are increasingly allocating capital to
infrastructure
I There is over $70 billion2 of infrastructure equity dry powder
with the potential to be deployed in North America
I Significant loan maturities provide an additional source of
investment opportunities
Available Funding
Electricity
Water/Waste Water Infrastructure
0
2009
2010
2011
2012
2013
2014
2015
2016 Nov-17
EFTA01417737
Private Infrastructure Financing Pipeline
I We expect that 2018 infrastructure loan issuance will be in line with its
historical 4 year average of —$37 billion per annuml
I Currently tracking greater than 85 opportunities that could require
private financing within the next two years
I These potential transactions are driven by various factors including:
H Take-out financing for assets nearing construction completion;
H Recently announced M&A transactions that will likely require financing in
the loan market; and
I Existing financings that are nearing maturity
I Over the past 3 years, 31 states have passed legislation to expand
infrastructure which has led to an increased number of Public Private
Partnership (P3) transactions
I 20 P3 transactions were launched in 20172
I Potential for further asset privatization could augment RIN's opportunity
set
I Toll Road, Airports, and Seaport subsectors would likely be the biggest
beneficiaries if the pace of privatization were to increase3
Investment Pipeline by Sectorl
5%3%
21%
19%
8%
3%
4%
6%
27%
2%
2%
Renewables
Waste Management
Utilities
Battery Storage
Conventional Power
Transport
Telecom and Networks
Infra Services
Midstream
LNG
Chemicals
P3 Transaction Launches by Year2
10
EFTA01417738
15
20
25
7
0
5
2015
2016
2017
(1) Source: Deutsche AM proprietary pipeline database. As of January 10,
2018.
(2) Source: InfraNews. As of January 10, 2018.
(3) Source: Goldman Sachs Research. As of July 12, 2017.
Note: No assurance can be made that after further due diligence, current
pipeline deals being considered will come to fruition. Opinions and
estimates, including forecasts of conditions, involve a
number of assumptions that may not prove valid. No representation or
warranty is made that any portfolio or investment described herein would
yield favorable investment results.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
28
6
20
EFTA01417739
Infra Debt Historical Default and Recovery Rates
Loans to infrastructure obligors can provide attractive spreads and low
default / high
recovery rates
Default Rates for Ba and B Rated Debtl
I Infrastructure debt has generally lower default rates than
similarly rated debt of non-financial corporatesl
I 10 year cumulative default rate for Ba and B infrastructure
debt is 8.1% and 22.2%, respectively, while Ba and B nonfinancial
corporates experience 10 year cumulative default
rates of 18.3% and 39.4%, respectivelyl
10%
12%
14%
16%
18%
20%
0%
2%
4%
6%
8%
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10
Ba Corp Infra and Project Finance Debt Securities
Ba Non-Financial Corporate Issuers
Ultimate Credit Loss Rates for Ba Rated Debtl
I Credit loss rates for Ba infrastructure debts over a 10 year
period are significantly lower than for Ba non-financial
corporates (c.3.9% vs. c.11.5%)1
I RIN's portfolio is comprised of senior secured infrastructure
loans
10%
12%
14%
0%
2%
4%
6%
8%
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10
Ba Corp Infra and Project Finance Debt Securities
Ba Non-Financial Corporate Issuers
(1) Sources: 'Infrastructure Default and Recovery Rates 1983-2016', Moody's,
July 2017. Past performance is not a guarantee of future results.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
EFTA01417740
March 2018
29
EFTA01417741
Investment Equity Cushions Support High Recovery
Rates Historically
I Portfolio Advisor investment selection emphasizes meaningful equity
cushion and places significant value in analyzing values of investments
IIPortfolio Advisor calculates equity cushion at the time of investment and
updates underlying investment valuations each quarter
— Valuation using complementary methods, including DCFs, public trading
comparables, and precedent M&A transactions with
consideration of equity contributions (and book values)
— Portfolio Advisor valuation work is prepared utilizing a conservative
investment case
Distribution of Recovery Rates by Equity Cushionsl
Recovery Rate (%)
0%
20%
40%
60%
80%
100%
<10%
10%-20%
20%-30%
3096-40%
40%-50%
50%-60%
Equity Cushion (%)
(1) Instrument Discounted Recovery from Moody's "Lessons from a Trillion
Dollars in Defaults" April 2017.
An equity cushion may not guarantee against a potential rating down-grade.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
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30
60%-70%
70%-80%
80%-90%
>90%
EFTA01417742
06 Investment Process
EFTA01417743
Investment Process: Origination
Long-standing relationships with equity sponsors, banks, and advisors are
key to
sourcing attractive investmentsl
Origination
Equity Sponsors
Arclight
Alinda
Basalt Infrastructure Partners
Blackrock
Blackstone
Borealis Infrastructure
Brookfield
Carlyle
Dutch Infrastructure Fund
ECP
EQT
Global Infrastructure Partners
Goldman Sachs
IFM
J.P. Morgan
KKR
LS Power
Macquarie
Morgan Stanley
Oaktree
Riverstone
Starwood
Banks
H Bank of America
EFTA01417744
Barclays
BNP Paribas
Citigroup
Credit Suisse
Deutsche Bank
Goldman Sachs
ING
Jefferies
J.P. Morgan
Macquarie
Mitsubishi UFJ
Morgan Stanley
Natixis
RBC
SocGen
Wells Fargo
Due Diligence Process
Investing and Portfolio
Monitoring
Debt Advisors
Evercore
Lazard
Marathon
Moelis
Perella Weinberg Partners
Rothschild
(1) For illustrative purposes only. List of companies is representative list
of third party institutions with which Deutsche Asset Management has a
preexisting relationship. It does not constitute any
endorsement for any investment product offered by Deutsche Asset Management
nor does it infer any contractual relationship with any entity mentioned. No
EFTA01417745
assurance can be made that investment
objectives will be achieved.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
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EFTA01417746
Investment Process: Origination
What we look for in infrastructure assetsl
Origination
Due Diligence Process
Target Investment Characteristics
Long-life Assets
Providing Essential
Service
Stable Cash Flows
Historically
Barriers to Entry, Low
Substitution Risk
High
EBITDA Margins
Portfolio
Construction and
Diversification
I Mature infrastructure assets with long-term usage
IHistory of generating stable, predictable
cash flows with high levels of visibility
IPredictable cash flow from regulation, contracted payment
streams, or superior market position
ILeading market positions, essential services backed by
regulatory framework, concessions or long term contracts
II Low operational costs
II Higher margins support leverage
II Low correlation to equity markets with lower volatility
IComplementary fit to broader credit portfolio
Area of Focus
I USD financing to OECD domiciled businesses,
primarily US
I Emphasis on brownfield assets
Sectors
I Power and utilities
I Waste management and water
I Electricity and gas transmission and distribution
I Renewables
EFTA01417747
I Midstream
I Pipelines/District Heating
I Toll roads
I Ports, rail and airports
I Other utility / services
Investing and Portfolio
Monitoring
(1) For illustrative purposes only. No assurance can be made that portfolio
objectives will be achieved.
Deutsche
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EFTA01417748
Investment Process: Due Diligence
The Portfolio Advisor has a process for the identification, due diligence
and mitigation of
risk factors in potential investments that it will seek to employ for the
Issuerl
Origination
Due Diligence Process
Investing and Portfolio
Monitoring
Formal approval to invest
sought from IC
Initial Review
Detailed Due Diligence
I Screen and diligence to
decide whether to initially
pursue or decline a
transaction
I Assess investment
merits including infra
sub-sector trends,
transaction risks, quality
of sponsor /
management, and
potential risk-adjusted
return
I Analyze industry trends
and competitive
positioning
I Build and stress financial
model
I Scrutinize structure and
covenants
I Meet with sponsor and /
or management
Structuring
I Focus on key structuring
terms that most directly
reduce risk and improve
recovery scenarios in a
default
I Review legal
documentation for terms
addressing key credit
issues
EFTA01417749
Investment Committee
and Closing
I Deal team presents
investment analysis and
recommendation to
Investment Committee
I Discuss merits and
considerations of
potential investment
I Consider portfolio
construction
I Unanimous IC approval
required
IIMake and close
investment
(1) Process shown is indicative and subject to adaptation and change in any
particular context.
Deutsche
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Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
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EFTA01417750
Investment Process: Investing and Portfolio Monitoring
Investment review triggers upon signs of potential credit deterioration)
Origination
Due Diligence Process
Investing and Portfolio
Monitoring
Analysts establish review thresholds beyond conventional
financial metrics that may signal credit deterioration. This
reflects rigorous ongoing analysis of key credit quality drivers.
If a threshold is breached, the investment is reviewed at
Investment Committee to test the original credit thesis.
Thresholds bring further discipline to the investment
monitoring process.
External Drivers:
(i.e. commodity prices, competitive position, regulation, economic
indicators)
Credit
Review
Trigger
Internal Drivers:
(i.e. management changes, change in strategy, brand reputation)
Forward-looking Indicators:
(i.e. Key ratios, margins, capital expenditures, liquidity (if relevant))
(1) Strategy shown is indicative and subject to adaptation and change in any
particular context.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
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EFTA01417751
Investment Process: Investing and Portfolio Monitoring
The Portfolio Advisor will primarily pursue a hold-to-maturity strategyl
Origination
Due Diligence Process
Minimize Risk
I Review investment performance quarterly, update
investment outlook, communicate with borrower
management
I Monitor wider market themes and sector trends,
assess impact on the Issuer's Portfolio
Investing and Portfolio
Monitoring
Maximize Value
Optimize Invested Tenor
I Seek to optimize value from investments through
OID and other fee events during the life of the
investment
RIN
Portfolio
I Structure and purchase investments within tenor
beyond the Reinvestment Period of the Issuer
I Negotiate prepayment protection where possible
Manage within Investment Guidelines
I Monitor Portfolio and assess new investments for
pro forma compliance with the Issuer's Investment
Guidelines
(1) Strategy is indicative and subject to adaptation and change in
particular contexts.
For illustrative purposes only.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
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36
EFTA01417752
Investment Process: Investing and Portfolio Monitoring
Active Portfolio Management: PM's seek to minimize risk to RIN Note holders
through asset and portfolio level metrics
Origination
Due Diligence Process
Investing and Portfolio
Monitoring
Constant communication across Investment Team, FAO, and Loan Information
Agent
At Least Weekly
I Forward calendar
I Investment team meetings
I Reconciliation with trustee
I Analysis of all watch list
credits
I Review news stories on
borrowers/industries via
multiple news wires &
email alerts
I Assess potential
covenant defaults
Monthly
II Review fund performance
II Review monthly financials
I Input monthly financials
into credit monitoring
system
I Compare financials to
prior year and budget
I Conduct calls with
agent, sponsor and
borrower as
appropriate
I Conduct analysis of
company results, industry
trends, loan to value, key
ratios and liquidity
Quarterly
I Watch list review
EFTA01417753
I Compliance certificate
review
I Review quarterly financials
I Input quarterly financials
into credit monitoring
system
I Compare financials to
prior year and budget
I Email to entire team on
performance and liquidity
as well as a buy/sell
recommendation
Ongoing
I Fund compliance
I Review fund performance
I Amendments and waivers
I Assets reviewed upon
downgrades and sudden
price movements (if price
information is available)
IIMonitor secondary
trading levels to assess
interest in buying or
selling
I Rating agency actions
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
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EFTA01417754
Investment Process: Investing and Portfolio Monitoring
Trade Flow Process: facilitating best execution while mitigating risks
Origination
Due Diligence Process
Investing and Portfolio
Monitoring
Execution
PIVOT
Trade Hypo
I Prospective trades
are independently
tested by
investment team
and Loan
Information Agent
(US Bank) for proforma
covenant
compliance with
the various
indenture tests
(CQTs,
Concentration
limitations, etc.) in
PIVOT and Excel
Source: Deutsche Asset Management.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
38
Bloomberg
Trade Execution
Monthly
I At trade test
compliance
conformation,
Portfolio Advisor
enters trade into
Bloomberg
PIVOT
Trade Confirmation &
Ticket
I Post-trade, the
trader logs the
trade ticket in
PIVOT and Excel
Settlement
ClearPar
EFTA01417755
Ongoing
Settlement
I Prior to ClearPar
trade settlement,
investment team,
and Loan
Information Agent
reconcile any
discrepancies
I Trades are settled
in ClearPar
EFTA01417756
07 Scenario Analysis
EFTA01417757
Hypothetical BSL CLO Modeling Assumptions)
I Illustrative sensitivities designed to show how potential BSL CLO Equity
returns are affected by a range of variables, including but not limited
to the drivers shown in the chart below
I All scenarios assume 45bps of Management Fees, 5bps of Ongoing Expenses,
2% monthly prepayment rate, a 11% Hurdle Rate, and a
20% Incentive Fee
Sensitivities2
Scenarios
Scenario 1
Scenario 2
Scenario 3
Scenario 4
Scenario 5
Scenario 6
Scenario 7
Scenario 8
Scenario 9
Scenario 10
Scenario 11
Issuance
Costs (%)
0.5%
0.5%
0.5%
0.5%
0.5%
0.5%
0.5%
2.0%
2.0%
2.0%
2.0%
Warehouse
Period
(Months)
18
18
18
18
18
18
18
6
6
6
6
3.80%
3.80%
EFTA01417758
3.30%
3.80%
3.80%
3.80%
3.80%
3.80%
4.30%
3.30%
3.30%
1.85%
1.90%
1.85%
1.85%
1.85%
1.90%
1.90%
1.75%
1.75%
1.75%
1.75%
Assumptions
WAS
WACD
Effective
WAPP
99%
99%
99%
100%
99%
100%
99%
100%
100%
100%
100%
Equity in
Structure (%)
15.00%
15.00%
15.00%
15.00%
15.00%
10.00%
10.00%
10.00%
10.00%
10.00%
10.00%
Annual
Default Rate
EFTA01417759
(%)
0.5%
0.5%
0.5%
0.5%
2.0%
0.5%
2.0%
2.0%
2.0%
2.0%
2.0%
Recovery
Rate
(%)
75.0%
75.0%
75.0%
75.0%
75.0%
75.0%
75.0%
75.0%
75.0%
75.0%
50.0%
Potential Outcomes
Net Cash
Yield2
(%)
13.60%
13.42%
10.49%
13.19%
12.90%
16.13%
15.65%
15.80%
20.27%
11.33%
11.05%
Equity
Net IRR2,3
(%)
14.17%
13.99%
11.37%
12.32%
12.06%
14.81%
14.46%
EFTA01417760
8.58%
13.91%
2.90%
-4.09%
Issuance
NAV2
(%)
103.3%
103.3%
103.3%
96.7%
103.3%
95.0%
105.0%
80.0%
80.0%
80.0%
80.0%
(1) For illustrative purposes only and does not represent performance of any
Deutsche AM strategy. Subject to change based on market conditions. Note:
This model portfolio and percentage
allocations are shown for illustrative purposes only and reflect
hypothetical performance results. Please note there are many inherent
limitations in the use of hypothetical performance results, such as
they are generally prepared with the benefit of hindsight, they do not
involve financial risk, and no hypothetical trading record can completely
account for the impact of financial risk in actual trading.
There are numerous other factors related to the markets in general or to the
implementation of any specific trading program which cannot be fully
accounted for in the preparation of hypothetical
performance results and all of which can adversely affect actual trading
results. A client's return will be reduced by advisory fees and any other
expenses that may be incurred in the management of
its investment advisory account. Please see beginning of presentation for
the effect of fees on performance. No representation is being made that any
account will or is likely to achieve profits or
losses similar to those shown.
(2) The return sensitivities illustrated above of the CLO Equity is net of
the issuer's advisory fees, expenses, performance fees, portfolio company
taxes, taxes payable by the issuer and related
withholding taxes from portfolio investments. There can be no assurance that
the assumptions underlying the sensitivities of the CLO Equity will prove to
be accurate. There can be no assurance that
the sensitivities of the CLO Equity will be met or that significant losses
of capital on CLO Equity will be avoided. The sensitivities contained herein
are subject to a number of assumptions and
uncertainties and may or may not be realized. Please refer to "Important
Information" at the beginning of this presentation.
(3) Please see the "Risk Factors" pages at the end of the presentation for
details on all the risks that may have an impact on IRR.
Deutsche
EFTA01417761
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
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40
EFTA01417762
01 Appendix 1:
Team Biographies and Track Record
This information reflects the experience of select Infrastructure Debt Team
members - Jorge Rodriguez, Jonathan Newman, Nitesh Mistry, and Matt Woods
(together, the
"Select Team Members") - prior to joining Deutsche Asset Management
Infrastructure Debt. As such, the experience of the Select Team Members
presented herein is not
representative of the entire Infrastructure Debt Team's investment
experience as a whole. The transactions that have been included herein are
those transactions where one
or more of the Select Team Members (directly or indirectly) were
substantively involved, however, the Select Team Members were not the only
professionals who were
involved in each particular transaction. In addition, this information does
not necessarily reflect a complete description of and of the Team members
historical investment
performance records or individual contributions. Not every transaction
contained herein would be suitable for an infrastructure debt strategy.
Further, the information herein
contains only information that was publicly available, and has not been
independently verified by Deutsche Bank. For all of these reasons, the
information is not necessarily
representative of transactions that may be available in the current market
or that could constitute a future investment strategy in infrastructure debt.
EFTA01417763
Team Biographies
Portfolio Management and Investment Team
Jorge Rodriguez, Managing Director, Portfolio Manager, Global Head of
Infrastructure Debt
Mr. Rodriguez is responsible for the management and strategic direction of
the Global Infrastructure Debt business. Prior to joining Deutsche Asset
Management in 2011, Mr.
Rodriguez spent two years as a Managing Director within Aladdin Capital
Management's Infrastructure Debt Business. Prior to that, Mr. Rodriguez was
Managing Director and
Head of Infrastructure Finance at Dresdner Kleinwort in New York. He focused
on the origination, structuring and execution of financings of
infrastructure assets, sourcing
transactions across diverse sectors including utilities, ports, airports,
toll roads, stock exchanges and railroads. Mr. Rodriguez joined Dresdner
Kleinwort in 2001 as a Vice
President in the Loans Syndications group where he focused on the
structuring and distribution of project finance transactions. In 2004, Mr.
Rodriguez joined Dresdner's Global
Loans team in London. During this time, he was instrumental in establishing
the firm's Infrastructure Finance practice and led the extension of this
effort into North America in
2006. Previously, Mr. Rodriguez was a Vice President at BNP Paribas in the
Loan Syndications group with a focus on structured and leveraged
syndications in North and Latin
America. Mr. Rodriguez received a BA in Economics from Trinity College and
an MBA from Kellogg Graduate School of Management at Northwestern University.
Jonathan Newman, Director, Portfolio Manager
Mr. Newman is responsible for debt investment origination, execution, and
portfolio management. Prior to joining Deutsche Asset Management in 2011,
Mr. Newman spent two
years as a Managing Director within Aladdin Capital Management's
Infrastructure Debt Business. Prior to that, Mr. Newman was a Director in
Dresdner Kleinwort's Infrastructure
Finance group in New York. He was responsible for originating, structuring,
and executing debt underwritings of infrastructure assets. Mr. Newman's
transaction experience spans
diverse infrastructure sectors, including utilities, ports, airports, toll
roads and rail. Previously, Mr. Newman was a Vice President in Dresdner
Kleinwort's Utilities Investment
Banking Group, focused on M&A, financing, recapitalization and
restructurings. He joined Dresdner Kleinwort in 2001 from Moody's Utilities
Team, where as a Senior Associate
he analyzed and assigned ratings to a portfolio of corporate and project
finance issuers. Mr. Newman received a BA in Economics from the University
of Wisconsin, Madison.
Sundeep Vyas, Managing Director
Mr. Vyas is responsible for identifying and implementing investment
opportunities. Mr. Vyas has also been an active member of the PEIF I
acquisitions team, having participated
in PEIF I's investments in Peel Ports, BAA Toggle, A5 Ostregion Motorway,
EFTA01417764
Tank & Rast and the Port of Lubeck. Prior to joining Deutsche Asset
Management in 2005, he worked
for Citigroup Investment Banking's Infrastructure advisory team (London),
advising on a range of infrastructure projects across Europe (including
Hochtief Airport Capital,
Germany and Allenby & Connaught accommodation PFI, UK). Prior to joining
Citigroup, Mr. Vyas worked with Standard & Poor's credit rating and advisory
services division (New
Delhi) and with EXIM Bank India (Mumbai). Mr. Vyas has an MBA from INSEAD
(France), has completed a post graduate program in Management and Finance at
the Indian
Institute of Management in Bangalore and holds a Bachelor in Civil
Engineering from the University of Delhi.
Matt Woods, Director
Mr. Woods is responsible for sourcing, structuring, executing, and
monitoring infrastructure debt investment opportunities. Prior to joining
Deutsche Asset Management in 2014,
Mr. Woods spent five years working in investment banking in Deutsche Bank's
Leveraged Finance Group. During his time in investment banking, Mr. Woods
worked on numerous
leveraged loan and high yield bond financings for acquisitions, leveraged
buyouts, recapitalizations, and refinancings across a variety of industries
with a specialization on energy
and power businesses. Mr. Woods also has prior private equity experience
from his time at The Carlyle Group and accounting experience from his time
at Deloitte & Touche. Mr.
Woods has an MBA from Georgetown University. He also graduated magna cum
laude from Georgetown University with a BSBA in accounting. Mr. Woods
obtained a Certified
Public Accountant designation from the Virginia Board of Accountancy.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
42
EFTA01417765
Team Biographies
Portfolio Management and Investment Team (Cont'd)
Cameron Berns, Assistant Vice President
Mr. Berns is responsible for sourcing, screening, structuring, executing and
monitoring infrastructure debt investments across multiple sub-sectors,
including conventional and
renewable power generation, utilities, rail, airports, roads, ports, car
parks, waste management and other specialist sub-sectors. Mr. Berns also
assists with portfolio management
strategy development, fund structuring, and marketing. Mr. Berns graduated
magna cum laude from the Wharton School of the University of Pennsylvania
receiving a BS in
Economics.
Benjamin Schmitt, Assistant Vice President
Mr. Schmitt has over 7 year experience in infrastructure finance and is
responsible for structuring, analyzing and executing debt transactions in
the infrastructure sector, including
sub-sectors such as transportation, utilities, power generation and social
infrastructure. Mr. Schmitt joined Deutsche AM Infrastructure in 2014,
having previously spent four years
within the International Structured Finance team of Intesa SanPaolo in
London where he successfully closed a number of limited recourse
transactions across transportation and
telecom in the EMEA region. Prior to that, Mr. Schmitt was responsible for
analyzing and executing investment opportunities in the UK social
infrastructure sector for Morgan
Sindall Investments Limited. Mr. Schmitt graduated with a Master in
Management from EDHEC Business School, in France.
Joshua Kim, Associate
Mr. Kim is responsible for sourcing, structuring, executing, and monitoring
infrastructure debt investment opportunities. Prior to joining Deutsche
Asset Management in 2017, Mr.
Kim spent two years working in the investment banking division at J.P.
Morgan where he executed advisory and debt financing assignments for the
firm's public infrastructure
clients across the water, wastewater, power, transportation, and
communications sectors. Mr. Kim holds a bachelor's degree in Environmental
Economics and Policy from
University of California, Berkeley.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
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EFTA01417766
Infrastructure Debt Experience:
USD Denominated
Deal Name
Aquarion
Hawaii Gas
Macquarie District Energy
Duquesne Light Holdings
Puget Energy
Targa Resources Partners
El Paso Pipeline Partners
Kinder Morgan - El Paso
Genesis Energy
FREIF North American Power I
NRG Energy
Sabine Pass
Targa Resources Partners
Intergen N.V.
Summit Midstream
Sapphire Power
Alinta Energy
Raven Power
Terra-Gen
Alamo Portfolio
Empire Generating
Energy Future Intermediate Holdings
Wheelabrator (1st and 2nd Lien)
Atlantic Aviation
Tall Grass
Astoria
Bronco
Channelview
Southeast
PPT
Aria Energy
Veresen Midstream
Stonewall Gathering
Chelsea Petroleum
Terra Form Private
Waste Industries
Exgen Renewables
Sub-Sector
Water
Utilities
District Energy
Utilities
Utilities
Gas T&D
Gas T&D
Gas T&D
Gas T&D
Power Generation
EFTA01417767
Power Generation
LNG
Gas T&D
Power Generation
Gas T&D
Power Generation
Power Generation
Power Generation
Power Generation
Power Generation
Power Generation
Utilities
Waste Management
Airport Navigation and Other
Gas T&D
Power Generation
Gas T&D
Power Generation
Power Generation
Infrastructure Storage
Waste Management
Gas T&D
Gas T&D
Infrastructure Storage
Renewable Power
Waste Management
Renewable Power
Country
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
EFTA01417768
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
Date
2006
2006
2007
2007
2009
2011
2011
2011
2012
2012
2012
2013
2013
2013
2013
2013
2013
2013
2014
2014
2014
2014
2015
2015
2015
2015
2015
2015
2015
2015
2015
2015
2015
2015
2015
2015
EFTA01417769
2015
Amount committed
$ (millions)
$225
$180
$189
$823
$1,788
$81
$88
$1,209
$45
$61
$88
$139
$69
$230
$40
$190
$373
$291
$18
$283
$192
$1,300
$23
$9
$8
$17
$14
$14
$12
$16
$18
$14
$5
$20
$30
$2
$9
Note: Based, in part, on Team members' professional activities at prior
employers. Please see the disclaimer at the beginning of this section
entitled "Team Credentials, Track Record, and
Biographies" for further information.
Deutsche
Asset Management
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EFTA01417770
Infrastructure Debt Execution Experience:
USD Denominated (cont'd)
Deal Name
Linden
Geo Group
RISEC
Cameron LNG
Bear Swamp
Leighton Services
Linden Refi
SBA
Genessee & Wyoming
Grand Renewable Solar
Steelriver Transmission
Gulf
DP&L
Corpus Christi
GFL
Marcus Hook
ORNI 47
Cheniere
Freeport LNG
Citizens
Limetree
Pike
Geo Group Refi
Helix
Associated Asphalt
Elba
TPF II - Eastern Gen
Equinix
Gemini
Medallion
Lumos
Utopia
Spruce
Terra Form Power
Traverse
Wrangler
Total
Sub-Sector
Power Generation
Social
Power Generation
LNG
Power Generation
Infrastructure and Facility Management
Power Generation
Towers
Rail
Renewable Power
EFTA01417771
Utilities
Infrastructure Storage
Utilities
LNG
Waste Management
Power Generation
Renewable Power
LNG
LNG
Car Parks
Infrastructure Storage
Infrastructure and Facility Management
Social
Power Generation
Infrastructure Storage
LNG
Power Generation
Communications Towers
Chemical Facility
Gas T&D
Fiber
Gas T&D
Power Generation
Renewable Power
Gas T&D
Waste Management
Country
USA
USA
USA
USA
USA
Australia
USA
USA
USA
Canada
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
EFTA01417772
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
Date
2015
2015
2015
2015
2015
2015
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2016
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
2017
Amount committed
$ (millions)
EFTA01417773
$16
$5
$18
$80
$115
$18
$7
$4
$8
$33
$50
$22
$13
$13
$9
$15
$93
$20
$70
$20
$20
$2
$10
$10
$10
$10
$5
$2
$6
$5
$8
$25
$22
$5
$10
$10
$8,851
Note: Based, in part, on Team members' professional activities at prior
Infrastructure and Facility Management employers. Please see the disclaimer
at the beginning of this section entitled "Team
Credentials, Track Record, and Biographies" for further information.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
45
EFTA01417774
Infrastructure Debt Execution Experience:
Non-USD Denominated
Deal Name
Wales & West
NTL Broadcast Towers
RWE Obragas NV
APRR
Midland Expressway (M6)
Moto Hospitality
Peel Ports
Thames Water
Viridian
Southern Water Services
Cory Environmental
National Grid Wireless
Tank and Rast
A5
Techem
Pisto
Kelda
AdC
Arenales
PGE
Peel Ports
BBG
Tank and Rast
Total
Sub-Sector
Utilities
Communications Towers
Utilities
Toll Roads
Toll Roads
Motorway Services
Ports
Water
Utilities
Water
Waste Management
Communications Towers
Motorway Services
Toll Roads
Utilities
Infrastructure Storage
Water
Toll Roads
Renewable Power
Renewable Power
Ports
Infrastructure Storage
Motorway Services
EFTA01417775
Country
UK
UK
Netherlands
France
UK
UK
UK
UK
UK
UK
UK
UK
Germany
Austria
Germany
France
UK
Spain
Spain
Spain
UK
Spain
Germany
Date
2004
2005
2006
2006
2006
2006
2006
2007
2007
2007
2007
2007
2007
2007
2008
2008
2010
2010
2011
2011
2012
2013
2013
Amount committed
(millions)1
€586
EFTA01417776
€627
€169
€1,530
€376
€868
€1,453
€1,377
€686
€204
€361
€1,224
€2,250
€775
€288
€84
€4,369
€319
€288
€220
€1,400
€130
€2,625
€21,339
C
Amount committed
$ (millions)1
$724
$826
$217
$1,808
$480
$1,053
$1,816
$1,746
$932
$295
$482
$1,649
$2,813
$969
$451
$118
$5,461
$399
$360
$275
$1,750
$163
$3,281
$28,068
Note: Based, in part, on Team members' professional activities at prior
EFTA01417777
employers. Please see the disclaimer at the beginning of this section
entitled "Team Credentials, Track Record, and
Biographies" for further information.
(1) Based on foreign exchange rate at time of deal execution.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
46
EFTA01417778
02 Appendix 2:
Structured Infrastructure Product Features
EFTA01417779
Infrastructure Loans Characteristics
Facility Size
Company Size (Debt, $mm)
Lender Group Size
Pricing
Deal Sourcing
Liquidity
Selectivity
Ability to Obtain Desired
Allocations
Risks
Credit Profile
Out-performance Drivers
Industry Expertise
Portfolio Management
Covenant and Reporting
Packages
Risk Mitigation
Broadly Syndicated
Large
$150m+
Large
Market
Market
High
Limited
Low
Systemic
B
Sector rotation
Low
Active
Minimal
Research
Infrastructure
Medium-Large
$150m+
Medium
Market and Negotiated
Market and Origination
Medium
High
High
Idiosyncratic
Ba/B
Individual deal performance
High
Hold-to-maturity & active management
High
Diligence, negotiated lender protections
and active engagement with
EFTA01417780
management and sponsors
Middle Market
Small
$5m-$75m
Small
Negotiated
Origination
None
High
High
Idiosyncratic
B/CCC (mostly unrated)
Individual deal performance
Low
Hold-to-maturity
High
Diligence, negotiated lender protections
and active engagement with
management and sponsors
Note: The comments, opinions and estimates contained herein are based on or
derived from publicly available Information from sources that we believe to
be reliable. We do not guarantee
their accuracy. This material is for informational purposes only and sets
forth our views as of this date. The underlying assumptions and these views
are subject to change without notice.
Source: Deutsche AM's proprietary database. Based on the representative
deals that are reviewed by the RIN transaction team and not inclusive of all
the transactions available in the
marketplace. As of December 31, 2017.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
48
EFTA01417781
03 Appendix 3:
Case Studies
EFTA01417782
Portfolio Investment: Wind Portfolio
Utility scale, contracted wind power portfolio financing
Transaction Summary
I The 521 MW wind portfolio is comprised of 5 different wind generation
projects (one of which holds 11 separate projects) in Idaho and
Oklahoma
I The Portfolio benefits from varied turbine technology with contracted
off-takers
IIThe Portfolio sells power under long-term contracts with credit worthy
offtakers with a weighted average credit rating of BBB+ that provides
fixed, stable cash flows
I Cash flows are generated from six different offtakers, dramatically
reducing counterparty risk
Financing Opportunity
Investment Rationale
I Acquisition financing to provide sponsor certain funds to purchase the
assets and help crystallize a return. Due to the deal team's strong
relationship with the sponsor and expertise, the deal team received an
outsized allocation
I Attractive lender protections including a) first lien security over
borrower's assets and shares; b) 100% excess cash flow sweep; and
c) project finance enhancements such as a debt service reserve
account
I The borrower is capitalized —61% debt / 39% equity
I 100% of revenue is contracted through 2030, providing stable current
and future cash flows
I The Portfolio's PPAs have a weighted average remaining life of over
18 years on a MW basis
I All projects have been operating for at least three years with very high
availability factors
I The projects use multiple proven turbine platforms developed by
established wind turbine manufacturers including GE, Vestas, Senvion,
and Mitsubishi
Source: Deutsche AM. As of July 21, 2016.
The photographs depicted above and on subsequent pages are not intended to
be representative of all assets in the portfolio. For more information on
all assets, including those not shown herein,
please contact us. Past performance is not indicative of future results.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
EFTA01417783
March 2018
50
EFTA01417784
Portfolio Investment: Waste-to-Energy Company
Financing of leading waste-to-energy company
Transaction Summary
H The company owns and operates 15 facilities with a combined
processing capacity of more than 20,000 tons per day of municipal
solid waste and an electric generation capacity of 579MW. It also owns
four independent power plants that can generate 184MW of electricity
and two ash landfills with 900 tons per day of capacity
I The company benefits from varied revenue streams with high EBITDA
margins
I Geographically diversified assets
I Multiple facilities, including a revolver, term loan B, term loan C, and
2nd lien term loan
Financing Opportunity
Investment Rationale
I Acquisition financing to provide sponsor with financing visibility to
purchase the company and provide an efficient capital structure
I Strong relative value for first lien term loans and 2nd lien term loan
I Maximum leverage covenants and excess cash flow sweep provided
additional lender protections on top of conservative total leverage
profile of 4.7x with substantial equity contribution
I Largely contracted cash flows — 64% of 2015 revenue contracted via
long term disposal and energy contracts
I Diversified revenue streams with no facility representing more than
10% of revenue and a large, diverse waste disposal customer base
H Strong waste growth fundamentals
I Defensible competitive position — new locations are hard to cite and
permit
H Supportive sponsor with meaningful cash equity investment
Source: Deutsche AM. As of July 21, 2016.
The photographs depicted above and on subsequent pages are not intended to
be representative of all assets in the portfolio. For more information on
all assets, including those not shown herein,
please contact us. Past performance is not indicative of future results.
Deutsche
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
51
EFTA01417785
Restructuring: Waste Management Company Financing
Team led restructuring of a portfolio investment's financing terms,
achieving an
accretive result
Company Summary
I The company owns, operates and develops energy projects that
deliver stable long-term cash flows
Ill
Portfolio comprised of more than 20 landfill gas-to-energy ("LFG")
projects across 10+ states that generate baseload electricity or deliver
pipeline quality renewable natural gas ("RNG") or medium Btu gas to
customers
I Significant majority of owned projects operate under long-term off-take
agreements
I Portfolio is contracted long-term with IG counterparties (A2 / A) for
a remaining MWe weighted average life of 18 years
Situation Overview
Restructuring Outcome
I Operational and financial underperformance, combined with credit
agreement breaches
I The company suffered from lower merchant power prices, lower gas
production volumes, higher G&A expenses, higher maintenance
expenses, and one time issues such as start-up delays at various
facilities
I There were also credit agreement breaches, including 1) failure to
deliver audited financials as scheduled in the credit agreement; and 2)
unauthorized equity distributions
I Team led successful negotiations with the agent, sponsor, and the
lending group achieving a credit accretive outcome:
Received a $25m loan pay-down
II Reduction in parri passu revolver capacity
II Higher excess cash flow sweep thresholds
II Increase in loan margin by 50bps
IIMore detailed quarterly and annual reporting
Source: Deutsche AM. As of July 21, 2016.
The photographs depicted above and on subsequent pages are not intended to
be representative of all assets in the portfolio. For more information on
all assets, including those not shown herein,
please contact us. Past performance is not indicative of future results.
Deutsche
EFTA01417786
Asset Management
Deutsche Asset Management Infrastructure Debt Presentation: RIN II Equity
March 2018
52
EFTA01417787
04 Appendix 4:
Risk Factors
EFTA01417788
Risk Factorsl
CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY
GENERAL RISKS
Risks of General Economic Conditions
The extreme downturn in the credit markets and other financial markets that
began in 2007 resulted in dramatic deterioration in the financial condition
of many companies and businesses. Although
adverse economic data continue to be generated, there are indications that
credit markets and other financial markets are continuing to emerge from
such downturn. There is no assurance that any
recovery will continue and any worsening of economic conditions may
adversely impact the financial condition and operations of infrastructure
debt obligors and their ability to make payments on
investments owned by the Issuer, which could adversely affect the ability of
the Issuer to make distributions on the Preferred Shares.
Legislative and Regulatory Changes; Bank Holding Company Act and Volcker Rule
Recent changes in legislation, together with uncertainty about the nature
and timing of regulations to be promulgated to implement such legislation,
have created uncertainties in the financial markets
and may create unknown risks.
RISKS RELATING TO THE Preferred Shares
Limited Liquidity and Restrictions on Transfer
There is no established secondary market for the Preferred Shares, and it is
not expected that any secondary market for any of the Preferred Shares will
develop, or if a secondary market does
develop, that it will provide the holders of the Preferred Shares with
liquidity of investment or will continue for the life of the Preferred
Shares.
Limited Recourse
There can be no assurance that the distributions on the Issuer's assets will
be sufficient to make distributions to holders of the Preferred Shares after
making payments on the Senior Notes and on
other obligations that rank senior to the Preferred Shares.
Issuer to make such distributions.
Subordination of Preferred Shares
The Preferred Shares will be subordinate and junior to the Senior Notes. To
the extent that any losses are suffered by the Issuer, such losses will be
borne in the first instance by holders of the
Preferred Shares, then by the holders of the Senior Notes.
Leveraged Investment
The Preferred Shares will be subject to greater volatility and will be
significantly affected by the performance of the Issuer's assets, including
any non-payment or other defaults, recoveries and gains
and losses on asset sales, as well as by prepayments and the availability,
prices and interest rates on the Issuer's assets.
Uncertain Redemption Timing of Preferred Shares
The average life of the Preferred Shares is expected to be shorter than the
number of years until the scheduled redemption date of the Preferred Shares.
Auction Call Redemption and Clean-Up Call Redemption Risk
After a certain specified date, the Issuer will be obligated to conduct, on
a periodic basis, procedures that, subject to certain conditions, are
EFTA01417789
designed to redeem the Senior Notes in full and return all
invested capital, and an aggregate return equal to the Target Equity IRR, on
the Preferred Shares. The timing of an auction call redemption or a clean-up
call redemption could materially affect returns
to the holders of the Preferred Shares.
Refinancing Risks
The Issuer may redeem the Senior Notes in full in connection with an
optional redemption or a Refinancing. There can be no assurance that, upon
any such redemption, the sale proceeds realized and
other available funds would permit any distribution on the Preferred Shares
after all required payments are made on the Senior Notes.
Additional Senior Indebtedness
At any time during the Issuer's reinvestment period, subject to certain
conditions, including an increase in the funded amount of Preferred Shares,
the Issuer may issue (i) additional Senior Notes on
terms identical to existing Senior Notes or (ii) with the consent of a
majority of the Senior Notes, additional other senior indebtedness, provided
that, in each case, the Issuer issues Preferred Shares in
a proportionate amount. Depending upon the price of issuance at the time, an
issuance of additional Preferred Shares could have a dilutive effect upon
the existing Preferred Shares.
(1) A more detailed description of risk factors will be contained in a
definitive Private Placement Memorandum of the Issuer with respect to the
Preferred Shares.
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If distributions on the Issuer's assets are insufficient to make
distributions on the Preferred Shares, no other assets will be available to
the
EFTA01417790
Risk Factorsl (continued)
CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY
Step-Up Interest Rate on the Senior Notes
The Interest Rate on the Senior Notes will increase on the earlier of (i)
the date that is twelve months following the Issuance Date and (ii) the date
a Non-Refinancing Event occurs (the "Initial Step-Up
Date"). Following the Initial Step-Up Date, and again if later a Non -
Refinancing Event occurs, higher amounts of interest payments will be made
on the Senior Notes and amounts that would otherwise
be available to make distributions on the Preferred Shares will be reduced,
which would adversely affect returns on the Preferred Shares.
Uncertainties Concerning LIBOR
The Interest Rate on the Senior Notes is based upon LIBOR and therefore may
fluctuate from one Interest Accrual Period to another due to changes in
LIBOR. Changes in LIBOR will affect the
amount of interest payable on the Senior Notes, and will have corresponding
effects on amounts available for distributions on the Preferred Shares.
Interest Rate Risks
There may be a timing or basis mismatch between the Senior Notes and the
assets of the Issuer that are floating rate obligations. As a result of such
mismatches, changes in the level of LIBOR or any
other applicable floating rate index could adversely affect the ability of
the Co-Issuers to make payments on the Senior Notes and the Preferred Shares.
Hedge Counterparty Risks
The Issuer is authorized to enter into hedge agreements at any time or from
time to time in order to manage interest rate mismatches, timing mismatches
and other risks.
or other default by a hedge counterparty, the Issuer will be exposed to the
credit risk of each related hedge counterparty.
Risks of Hedge Agreements
The Issuer's obligations to make payments pursuant to any hedge agreement
will rank senior to the Issuer's obligations to make payments on the
Preferred Shares.
Issuer Expenses
Through their investment in the Preferred Shares, investors bear the cost of
the Issuer's advisory fees and other ongoing expenses of the Issuer, which,
in the aggregate, may be greater than if an
investor were to directly make investments in the Issuer's assets.
Risks of Amendments
The consent of holders of Preferred Shares is generally not required or is
only required from less than 100% of the Preferred Shares that would be
materially and adversely affected by any amendment
to the Issuer's transaction documents.
U.S. Federal Income Tax Treatment as Equity
The Issuer intends to treat the Senior Notes as debt, and the Preferred
Shares as equity, for U.S. federal income tax purposes. However, no ruling
has been sought as to the proper classification of the
Senior Notes and the Preferred Shares for U.S. federal income tax purposes.
Risks of Withholding Tax or Changes in Tax Law
There can be no assurance that, as a result of any change in any applicable
law, treaty, rule or regulation or interpretation thereof, payments on the
EFTA01417791
Issuer's assets that were not subject to withholding
tax when purchased might not in the future become subject to withholding tax
or that the amount or rate of withholding tax to which a payment on an asset
is subject might not increase.
Risk of U.S. Entity-Level Taxation
The Issuer will have in effect an election to be treated as a partnership
for U.S. federal income tax purposes and U.S. Holders of Preferred Shares in
the Issuer will be treated as holding equity for U.S.
federal income tax purposes. The Issuer may be engaged in a trade or
business within the United States for U.S. federal Income tax purposes.
U.S. Withholding Tax and Compliance Risks under FATCA
The Issuer may be subject to a 30% U.S. withholding tax pursuant to FATCA on
certain U.S.-source payments received by the Issuer beginning July 1, 2014
and the proceeds of certain sales received
by the Issuer beginning January 1, 2017 with respect to an obligation that
is issued or materially modified on or after July 1, 2014 unless it has in
effect an agreement with the IRS or otherwise complies
with the provisions of an intergovernmental agreement, if any, between the
United States and the Cayman Islands.
Risks to Issuer of Non-Permitted Holder of Preferred Shares
If the Issuer were to be engaged in a trade or business within the United
States for U.S. federal Income tax purposes, it would be required to pay
over to the Internal Revenue Service amounts
approximating the U.S. federal income tax owed by any non-U.S. holder of a
Preferred Shares as a result of income earned from such activities.
(1) A more detailed description of risk factors will be contained in a
definitive Private Placement Memorandum of the Issuer with respect to the
Preferred Shares.
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In the event of an insolvency
EFTA01417792
Risk Factorsl (continued)
CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY
Future Tax Legislation
Future legislation, regulations, rulings or other authority could affect the
federal income tax treatment of the Issuer and holders of Preferred Shares.
U.S. State and Local and Other Taxes
Holders of Preferred Shares may be liable for foreign, state and local taxes
in the country, state, or locality in which they are resident or doing
business.
Certain ERISA Considerations
The Issuer intends, through the use of written representations, to restrict
ownership of the Preferred Shares by "benefit plan investors" and
"controlling persons" so that no assets of the Issuer will be
deemed to be "plan assets" subject to Title I of ERISA or Section 4975 of
the Code as such term is defined in Section 3(42) of ERISA and the Plan
Asset Regulation. However, there can be no
assurance that ownership of the Preferred Shares by "benefit plan investors"
will always remain below the 25% Limitation established under the Plan Asset
Regulation.
Mandatory Sale or Redemption of Preferred Shares
In certain circumstances, if the Issuer reasonably determines in good faith
that a holder of Preferred Shares does not have the status that it purports
to have or is required to have and such holder or
beneficial owner is not permitted to hold such Preferred Shares, the Issuer
will have the right to require such holder to dispose of such holder's
Preferred Shares, after receipt of a notice from the Issuer
that such holder is not so qualified, to a person or entity that is
qualified to hold such Preferred Shares, or may require that such Preferred
Shares be redeemed by the Issuer at a price reflecting a 25%
reduction from then-current value as determined by the Issuer.
European Risk Retention Rules
Article 122a and Articles 404-410 apply to Affected 122a Investors investing
in the Preferred Shares. Affected 122a Investors should therefore make
themselves aware of the requirements of Article
122a and Articles 404-410 (and any implementing rules in relation to a
relevant jurisdiction) in addition to any other regulatory requirements
applicable to them with respect to their investment in the
Preferred Shares.
RISKS RELATING TO THE ISSUER
No Operating History
The Issuer is newly incorporated and has no operating history. The Issuer is
subject to many of the business risks and uncertainties associated with any
new investment fund, including the risk that the
Issuer will not achieve its investment objective.
Originator Start-Up Risks
The Originator is newly incorporated and has no operating history upon which
prospective investors in the Preferred Shares may evaluate its performance.
The Originator is subject to many of the
business risks and uncertainties associated with any new loan origination
business, including the risk that the Originator will not be able to
originate loans which satisfy the Issuer's investment strategy
EFTA01417793
due to market circumstances or competition with other originators, including
Deutsche Bank, which also acts as a lender in respect of infrastructure
projects and which could potentially compete with the
Originator's business.
Uncertainty of Asset Accumulation
The ability of the Issuer to accumulate an initial portfolio of assets that
satisfies the Issuer's investment guidelines and purchase criteria at the
projected prices, ratings, margins and any other applicable
investment characteristics, and the pace of an overall timeframe in which
such accumulation occurs, will be subject to a number of factors, including
market conditions, the availability of such assets
and the Originator's progress in developing its origination platform.
Concentration Risks
The Issuer will invest in a portfolio of assets consisting of loans and
participation interests and, to a lesser extent, letters of credit and other
debt obligations of infrastructure obligors. It is expected that
significant concentrations of exposures will exist during the Issuer's ramp-
up period.
(1) A more detailed description of risk factors will be contained in a
definitive Private Placement Memorandum of the Issuer with respect to the
Preferred Shares.
Deutsche
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EFTA01417794
Risk Factorsl (continued)
CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY
Limited Rights of Issuer to Sell Assets
The Issuer is structured to comply with the exclusion from registration as
an "investment company" under the Investment Company Act provide by Rule
3a-7 thereunder ("Rule 3a-7"). As a result of
restrictive contractual provisions contained in the Senior Note documents
intended to maintain the Issuer's compliance with Rule 3a-7, the Issuer
will, in certain instances, be precluded from purchases
and sale of its assets that may, if permitted, have resulted in higher
returns on the Preferred Shares.
Dependence on Portfolio Advisor
Preferred Shares holders will have no opportunity to control the day-to-day
operations of the Issuer.
evaluate, purchase and oversee the Issuer's assets and to generally
administer affairs of the Issuer.
Investors in the Preferred Shares must rely entirely on the Portfolio
Advisor and its personnel to
Incentive Advisory Fees
The Portfolio Advisor's right to receive the incentive advisory fee may
create an incentive to make more speculative investments on behalf of the
Issuer than would otherwise be made in the absence of
such fee as the payment of such fee will be dependent to a large extent on
the yield earned on the Issuer's assets.
Significant Restrictions on the Portfolio Advisor
The transaction agreements place significant restrictions on the Portfolio
Advisor's ability to advise the Issuer to buy and sell assets. As a result
of such restrictions, the Issuer may be unable to buy or
sell assets or to take other actions which the Portfolio Advisor may
consider to be in the interest of the Issuer and the holders of the
Preferred Shares.
Reliance on the Originator and Other Third-Party Originators
The Issuer expects to acquire assets originated by the Originator from time
to time and with respect to assets acquired from the Originator, the Issuer
will be dependent upon the Originator's origination
credit policies and procedures and on the performance of its obligations
under the related asset purchase agreement, and with respect to assets
originated by third parties, the Issuer will be dependent
upon the performance of any third-party originator that retains an ongoing
role in the administration of any credit facility related to an asset owned
by the Issuer.
Participation on Creditors' Committees
The Issuer, or the Portfolio Advisor, may participate on committees formed
by creditors to negotiate the management of financially troubled companies
that may or may not be in bankruptcy or the
Issuer may seek to negotiate directly with the debtors with respect to
restructuring issues.
Third Party Litigation; Limited Funds Available
The Issuer's investment activities may subject it to the risk of becoming
involved in litigation by third parties, particularly where the Issuer
exercises control or significant influence over a company's
EFTA01417795
activities or participate on creditor committees.
Participation on Creditors' Committees
The Issuer, or the Portfolio Advisor, may participate on committees formed
by creditors to negotiate the management of financially troubled companies
that may or may not be in bankruptcy or the
Issuer may seek to negotiate directly with the debtors with respect to
restructuring issues.
Third Party Litigation; Limited Funds Available
The Issuer's investment activities may subject it to the risk of becoming
involved in litigation by third parties, particularly where the Issuer
exercises control or significant influence over a company's
activities or participate on creditor committees.
Insolvency Risks
From time to time, the Issuer will acquire assets from the Originator. If
the Originator were to become subject to a bankruptcy, delinquency,
rehabilitation, liquidation or similar insolvency proceeding (a
"Proceeding"), an argument could be made that the transfer of the assets by
the Originator to the Issuer should be recharacterized as a pledge of the
assets to secure a loan from the Issuer to the
Originator rather than being treated as a sale. Recharacterization of any
such transfer as other than a true sale in the event of a bankruptcy of the
Originator or any affiliate could result in the delay,
reduction or elimination of distributions to holders of the Preferred Shares.
Investment Company Act Risks
The Issuer has not registered with the SEC as an investment company pursuant
to the Investment Company Act.
(1) A more detailed description of risk factors will be contained in a
definitive Private Placement Memorandum of the Issuer with respect to the
Preferred Shares.
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EFTA01417796
Risk Factorsl (continued)
CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY
Risk Factors
Cayman Islands Anti-Money Laundering Legislation
The Issuer's administrator is, and the Issuer may be, subject to the Cayman
Islands Money Laundering Regulations (2010 Revision).
RISKS RELATING TO THE COLLATERAL OBLIGATIONS
Below Investment-Grade Assets
The assets acquired by the Issuer will consist primarily of non-investment
grade loans or interests in non-investment grade loans that are subject to,
credit, interest rate, illiquidity and other risks.
Risks of Default and Recovery Levels on the Issuer's Assets
While infrastructure debt historically experiences low default rates as
compared to other industry sectors, a non-investment grade debt obligation
or an interest in a non-investment grade debt obligation
is generally considered speculative in nature and for a variety of reasons
may become a defaulted obligation.
Limited Information about the Issuer's Assets
Neither the Issuer nor the Portfolio Advisor will be required to provide the
holders of the Preferred Shares with financial or other information that it
receives in connection with the assets owned by the
Issuer unless required under the transaction agreements.
Lender Liability Considerations
There can be no assurance that lender liability claims will not arise
against the Issuer or that the Issuer will not be subject to liability upon
the occurrence of such a claim.
Voting Rights on the Issuer's Assets
The Issuer will have limited consent and control rights which may not be
effective in view of the typically low proportion of such obligations held
by the Issuer.
Asset Credit Ratings Risks
The Issuer will be using ratings assigned by the rating agencies to obligors
on individual assets. A credit rating is not a recommendation to buy, sell
or hold assets and may be subject to revision or
withdrawal at any time by the assigning rating agency.
Loan Prepayments
Loans are generally prepayable in whole or in part at any time at the option
of the obligor thereof at par plus accrued unpaid interest thereon. There
exists a risk that loans purchased at a price greater
than par may experience a capital loss as a result of such a prepayment.
Maturing Loan Refinancing Risks
The Issuer's assets will consist of many assets that have bullet maturities
which involve a greater degree of risk than other types of transactions
because they are structured to allow for no principal
payments over the term of the loan and require the obligor to make a large
final payment upon the maturity of the related asset.
Syndicated Loan Facilities
A number of the loans are drawn under facilities which are, or are capable
of being, syndicated or have multiple lenders. Under such facilities the
exercise of remedies and the taking of other actions
against the related obligors and the approval of amendments and waivers may
EFTA01417797
be subject to the vote of a certain percentage of the lenders.
Risks of Investing in Loans and Participation Interests
The Issuer may acquire interests in loans either directly by assignment from
the selling institution or, in certain instances, indirectly by purchasing a
participation interest from the selling institution.
Holders of participation interests are subject to additional risks not
applicable to a holder of a direct interest in a loan.
(1) A more detailed description of risk factors will be contained in a
definitive Private Placement Memorandum of the Issuer with respect to the
Preferred Shares.
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Risk Factorsl (continued)
CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY
CERTAIN RISKS OF INFRASTRUCTURE DEBT
Below is a summary of certain potential risk factors applicable to Preferred
Shares holders investing through the Issuer in infrastructure debt
generally. The Issuer's portfolio will consist primarily of
senior secured loans. In the case of any particular asset, to the extent
that negative circumstances occur affecting the obligor on such asset,
losses incurred by the obligor will be borne in the first
instance by holders of the equity interests in such obligor prior to losses
being borne by the senior lenders and other creditors of such obligor, such
as the Issuer.
Risks of Infrastructure Investments Generally
Investing in debt associated with infrastructure assets involves a variety
of risks, not all of which can be foreseen or quantified, and which include,
among others, the burdens of ownership of
infrastructure assets; local, national and international economic
conditions; the supply and demand for services from and access to
infrastructure; the financial condition of users and suppliers of
infrastructure assets; risks related to construction, regulatory
requirements, labor actions, health and safety matters, government
contracts, operating and technical needs, capital expenditures, demand
and user conflicts, bypass attempts, strategic assets, changes in interest
rates and the availability of funds which may render the purchase, sale or
refinancing of infrastructure assets difficult or
impracticable; changes in environmental laws and regulations, investments in
other funds, troubled infrastructure assets and planning laws and other
governmental rules; changes in energy prices;
negative developments in the economy that may depress travel activity; force
majeure acts, terrorist events, under-insured or uninsurable losses;
competition from newer or refurbished infrastructure
assets; and other factors which are beyond the reasonable control of the
Issuer or the Portfolio Advisor.
Illiquidity in Infrastructure Finance
Infrastructure finance loans have varying structures and terms, and may be
complex, long duration loans with limited liquidity.
Regulatory Risks
Infrastructure debt obligors, or the infrastructure assets that they own or
control, may be subject to statutory and regulatory requirements, including
those imposed by zoning, environmental, safety,
labor and other regulatory or political authorities.
Risks Relating to Concessions, Leases and Public Ways
An infrastructure obligor may be reliant on government licenses,
concessions, leases or contracts. Such arrangements are typically complex
and obligors with assets located in the United States are
generally subject to regulation by a greater number of governmental and
regulatory authorities compared to jurisdictions with consolidated or
singular governmental or regulatory authorities with
oversight for infrastructure assets.
Performance and Operating Risks
Infrastructure assets are subject to operational risks such as the risk of
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mechanical breakdown, spare parts shortages, increased maintenance costs due
to increased usage volume, failure to perform
according to design specifications, labor strikes and/or disputes, work
stoppages and other work interruptions, and other unanticipated events which
may adversely affect operations of the
asset/obligor.
Revenue Risks
In an infrastructure finance payment mechanism where the infrastructure
provider relies on payment from a public sector entity, the infrastructure
provider is subject to the risk of a payment default.
However, in infrastructure projects involving concessions, such payment
default would typically trigger a termination of the relevant concession for
default of the concession grantor.
Project/Concession Termination Risks
Project/concession agreements typically specify events and circumstances
upon which the authority or the infrastructure provider may terminate the
agreement. If the infrastructure provider and/or its
lenders receives insufficient compensation upon a termination, proceeds
received by the Issuer on the related asset could be adversely affected.
(1) A more detailed description of risk factors will be contained in a
definitive Private Placement Memorandum of the Issuer with respect to the
Preferred Shares.
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Risk Factorsl (continued)
CONFIDENTIAL FOR DISCUSSION PURPOSES ONLY
CERTAIN RISKS OF INFRASTRUCTURE DEBT (CONT'D)
Development Risks
It is currently intended that the Issuer will invest in infrastructure debt
relating to 'greenfield' assets. 'Greenfield' assets involve undeveloped
land which will not produce income until development of the
property is completed and the project is operational
Commodity Prices
The operation and cash flows of infrastructure debt obligors may depend, in
some cases to a significant extent, upon prevailing market prices for
commodities such as oil, gas, coal, electricity, steel or
concrete.
Construction Risks
Where an infrastructure project involves the construction of a new asset or
significant refurbishment of an existing asset, there are risks that the
construction of a new infrastructure asset (and ultimate
certification of the services) may not be completed within the expected and/-
or agreed price and construction may not be completed on time.
Single Project Risks
If a counterparty fails to pay its contractual obligations to an obligor of
an asset, or the underlying infrastructure assets are appropriated by the
relevant government, revenues of such obligor could
cease or decline significantly, which in turn could impair an obligor's
ability to service its debt obligations, including its debt obligations
under the related assets.
Environmental Risks
The operation of, or the occurrence of an accident with respect to, an
infrastructure asset operated by an obligor could result in environmental
damage which could result in significant financial distress
to an obligor if not adequately covered by insurance.
Catastrophic and Force Majeure Events
The operations of infrastructure assets may be subject to unplanned
interruptions caused by potentially catastrophic force majeure events and
conditions, including, without limitation, wars, labor
strikes, cyclones, earthquakes, landslides, floods, explosions, fires,
breakdowns, ruptures, technology failures, design and construction defects,
accidents, social instability and terrorist attacks.
Sovereign Risk
While most of the Collateral Obligations owned by the Issuer will relate to
infrastructure projects located in the United States, a portion of the
Issuer's assets may consist of assets that are obligations of
non-U.S. obligors. Investing outside the United States may involve greater
risks than investing in the United States.
Obligor Insolvency Considerations
Various laws enacted for the protection of creditors may apply to the
Issuer, the Originator or others and may affect the Issuer's assets. If
payments on the Issuer's assets were to be avoidable,
whether as fraudulent conveyances or preferences, such payments could be
recaptured, either from the initial recipient, such as the Issuer, or from
subsequent transferees of such payments, such as
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the holders of the Issuer's securities.
THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE OR CONCLUSIVE
DISCUSSION OF THE RISKS RELATED TO AN INVESTMENT IN THE Preferred Shares.
EACH
POTENTIAL INVESTOR SHOULD READ THE FINAL OFFERING MEMORANDUM OF THE ISSUER
IN ITS ENTIRETY AND IS URGED TO CONSULT ITS PROFESSIONAL ADVISERS BEFORE
DECIDING WHETHER TO INVEST IN THE Preferred Shares.
(1) A more detailed description of risk factors will be contained in a
definitive Private Placement Memorandum of the Issuer with respect to the
Preferred Shares.
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Risk Factorsl (continued)
An investment in Preferred Shares involves a high degree of risk, including
possible loss of Preferred Shares holder's investment, and is suitable only
for sophisticated investors who can bear such
losses. The value of the Preferred Shares and their derived income may fall
or rise. Any forecasts provided herein are based upon the Issuer's and the
Portfolio Advisor's opinion of the market at this
date and are subject to change dependent on the market. Past performance or
any prediction, projection or forecast on the economy or markets is not
indicative of future performance. The Portfolio
Advisor's team develops target performance range information by reference to
the historical performance of assets suitable for an investment by the
Issuer, analyzed in the context of the investment
environment(s) that the Portfolio Advisor expects may be relevant to the
investment program of the Issuer. It is also assumed that the Portfolio
Advisor will be in a position to continue to identify and
analyze target investments in view of information available to it at the
time of the investment decision pertaining to, amongst other things, asset
quality, sponsor credit, term of loan, interest rate,
security, debt service coverage ratio, loan-to-value ratio, cash flow
analysis, loan structure and other related information that the Portfolio
Advisor deems relevant. In developing target performance
information, the Portfolio Advisor uses historical information related to
the performance of investments that would meet the specified criteria for an
investment by the Portfolio Advisor, adjusted to reflect
any modified assumptions, such as capital markets conditions, capital flows
and liquidity, relating to the investment environment that the Portfolio
Advisor expects for the Issuer.
Any forecasts or opinions provided are based upon the Portfolio Advisor's
opinion of the market as at this date and are subject to change, dependent
on future changes in the market. Any prediction,
projection or forecast on the economy, stock market, bond market or the
economic trends of the markets is not necessarily indicative of the future
or likely performance. Information herein is subject to
significant uncertainty. Market conditions are unprecedented, which
exacerbates the uncertainty that is inherent in any discussion of future
events. Although the Portfolio Advisor believes that the
assumptions made in connection with the preparation of the analysis herein
have been made in good faith and are reasonable, no representation or
warranty is made as to whether any of the events
set forth herein will occur. Any target returns provided herein are an
objective only and are not a forecast, projection or prediction of the
Preferred Shares, future performance or actual profit or cash
available for distribution. Neither the Portfolio Advisor nor the Issuer can
provide no assurance that any target returns will be achieved. Prospective
investors in the Preferred Shares should not place
any reliance on the target returns in deciding whether to invest in the
Preferred Shares.
As noted in some of the charts and tables provided herein, performance
figures do not reflect the deduction of fees and expenses charged or
incurred by the strategy; such figures would be lower had
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such fees and expenses been reflected. For example, if the strategy
appreciated by 10% a year for five years, the total annualized return for
five years prior to deducting fees at the end of the five-year
period would be 10%. If total fees were 0.10% for each of the five years,
the total annualized return of the strategy for 5 years at the end of the
five-year period would be 9.89%. The adviser's fees are
described in Part II of the adviser's Form ADV or as part of the Private
Placement Memorandum and the historical returns achieved by the strategy are
not a prediction of future performance. There can
be no assurance that these or comparable returns will be achieved or that
the strategy's performance objective will be achieved.
Deutsche Asset Management represents the asset management activities
conducted by Deutsche Bank AG or any of its subsidiaries.
(1) A more detailed description of risk factors will be contained in a
definitive Private Placement Memorandum of the Issuer with respect to the
Preferred Shares.
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Supplemental Disclosure for
Deutsche Bank Wealth Management
Key Client Partners (KCP)
THIS MATERIAL IS INTENDED FOR INSTITUTIONAL CUSTOMERS ONLY AS DEFINED BY
FINRA 4512 (c). The trading and
investment ideas discussed herein are general and do not take into account
an institutional client's particular circumstances (including
tax situation), investment guidelines, investment goals, restrictions or
needs. Deutsche Bank ("DB") is not acting as a legal, financial, tax
or accounting adviser or in any other fiduciary capacity with respect to any
proposed transaction(s) mentioned herein. This document
does not constitute the provision of investment advice and is not intended
to do so, but is only intended to be general information. This
material is for our clients' informational purposes and is a general
solicitation of derivatives business for the purposes of, and to the
extent it is subject to, §§ 1.71 and 23.605 of the U.S. Commodity Exchange
Act. This is not an offer, advice, recommendation or
solicitation to buy or sell, nor is it an official confirmation of terms.
Any offering or potential transaction that may be related to the
subject matter of this communication will be made pursuant to separate and
distinct documentation and in such case the information
contained herein will be superseded in its entirety by such documentation in
final form.
Key Clients Partners ("KCP") services are offered to a select group of
Deutsche Bank Wealth Management ("WM") clients who are able
to meet certain criteria including, without limitation, financial and
sophistication qualifications. On a non-advised basis, KCP introduces
its institutional clients to unique investment opportunities which can be
sourced from other divisions of Deutsche Bank AG, such as
Global Markets and Asset Management. Most often, these opportunities are
available to our clients who are on-boarded with KCP with
KCP only. All Key Clients Partners opportunities may not be available in all
WM locations.
Please be advised that none of the Deutsche Bank affiliates or subsidiaries
guarantees or is liable for the products or services offered by
any other affiliate or subsidiary, unless specifically provided for in a
writing signed by the affiliates or subsidiaries. Opinions expressed
herein may differ from the opinions expressed by other departments,
divisions or affiliates of Deutsche Bank
"Deutsche Bank" means Deutsche Bank AG and its affiliated companies.
Deutsche Bank Wealth Management represents the wealth
management activities conducted by Deutsche Bank AG or its subsidiaries.
Brokerage services are offered through Deutsche Bank
Securities Inc., a broker-dealer and registered investment adviser, which
conducts investment banking and securities activities in the
United States. Deutsche Bank Securities Inc. is a member of FINRA, NYSE and
SIPC. Banking and lending services are offered through
Deutsche Bank Trust Company Americas, member FDIC, and other members of the
Deutsche Bank Group.
0 2018 Deutsche Bank AG. All rights reserved.
026931 020718
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