2012 Annual Report - Nomura Greentech · 2016. 12. 27. · 7. Large sophisticated endowments and...

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2012 Annual Report Empowering a more efficient and sustainable global infrastructure

Transcript of 2012 Annual Report - Nomura Greentech · 2016. 12. 27. · 7. Large sophisticated endowments and...

Page 1: 2012 Annual Report - Nomura Greentech · 2016. 12. 27. · 7. Large sophisticated endowments and pension funds will invest in large-scale Sustainable Infrastructure projects which

2012 Annual Report

Empowering a more efficient and sustainable global infrastructure

Page 2: 2012 Annual Report - Nomura Greentech · 2016. 12. 27. · 7. Large sophisticated endowments and pension funds will invest in large-scale Sustainable Infrastructure projects which

Resource Supply Resource Use Resource Management

Cleaner Conventional

Energy

Renewable Energy

 Efficient Power Infrastructure 

Clean Water Food and Consumer Products 

Efficient Industrial Solutions

 Advanced Transportation

Waste Management

Sustainable Land and Air

Cleaner Coal Bioenergy Demand

Management Water

Distribution

Green Consumer Products

Power Electronics

Alternative Propulsion Systems

Recycling Air Quality

Control

Cleaner Gas Geothermal Transmission

and Distribution Equipment

Water Extraction

Green Pesticides and

Chemicals

Efficient Water Use

Biofuels Sustainable

Waste Management

Carbon Sequestration

Cleaner Nuclear

Hydro Energy Storage

Water Treatment

Optimized Crops

Energy Efficiency

Emissions Reductions

Waste to Energy

Sustainable Forest

Management

Cleaner Oil Ocean, Tidal,

Wave Engineering

and Consulting Water Use Efficiency

Sustainable Agriculture

Sustainable Materials

Transportation Systems

Sustainable Land

Management

Solar Software and

AnalyticsIndustrial Software

Wind Grid

Communication

We have relationships with nearly 5,000 companies and investors in these sectors.

Sustainable (adj.) capable of growing at a steady

pace without exhausting natural resources or causing

environmental damage

Infrastructure (n.) the basic facilities and services needed for

the functioning of a society such as power, transportation,

building, food, and water systems

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5  Letter from the Managing Partner 

8 The Road Ahead

16  Recent Transactions

18 Our People

21  Sub-Sector Outlook

24 Investor Focus in 2013

24 Mergers & Acquisitions Transaction Volume

25 Mergers & Acquisitions by Sector

26 Private Placement Activity

27  Public Market Performance

28  IPO Activity

31  Social and Environmental Responsibility

Contents

Page 4: 2012 Annual Report - Nomura Greentech · 2016. 12. 27. · 7. Large sophisticated endowments and pension funds will invest in large-scale Sustainable Infrastructure projects which

“We are a different kind  of investment bank.”

– Jeff McDermott | Managing Partner

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We are a different kind of investment bank. (What is the purpose of creating something that already exists?) Our mission is to empower clients who are creating a more efficient and sustainable global infrastructure. We are more globally connected and better integrated as a team, and we offer a deeper network and more comprehensive knowledge than our competitors. When we think about what we are, we are first and foremost partners. We deliver every resource available to our clients, with the guiding beliefs that, “No one is as smart as all of us,” and, “We do whatever it takes.”

Our terrain is Sustainable Infrastructure — companies that enable the more productive and efficient use of resources, whether energy, water, industrial, waste, or food systems. This is a broad category of essential infrastructure. We focus on the disruptive technologies and business models that will transform the economy in the 21st century. We bridge the gap from the established companies which have trillions of dollars of assets, and the high-growth, entrepreneurial companies which can create enormous value within these existing incumbents. Sustainable Infrastructure technologies are necessary to solve the resource and environmental issues which global growth and an expanding population require. There is a profound need for incumbents and innovators to partner and create value together. We are purpose-built to deliver enhanced success to companies and investors focused on Sustainable Infrastructure.

A Brief History We launched our company in June 2009 in the depths of the Great Recession that began with the 2008 financial crisis. We have grown and prospered these last few years despite decreasing corporate and asset valuations and declining volumes of M&A and private placement transactions for Sustainable Infrastructure companies. We have increased our capability to serve our clients, as measured by completed transactions, the quality of our global corporate relationships, our valuation and deal execution experience, our sector knowledge, and our team’s depth and breadth. We now have over 25 investment bankers who are experts in Sustainable Infrastructure, located in Zurich, New York, and San Francisco.

We travel directly to China, Japan, and Korea where we work with our local partners: CITIC Securities, the largest and most successful Chinese investment bank, and Sangyo Sosei, a boutique founded by extremely talented senior Japanese bankers.

We have relationships with nearly 5,000 Sustainable Infrastructure companies, the large energy, industrial, and resources incumbents which are focused on these sectors, and pension fund, PE/VC, family office, and growth private equity investors. One of the ways we create value for our clients is by having more insight and better judgment due to our unique relationship network and global perspective.

Since our formation, 60% of our completed transactions have been cross-border. We are the only dedicated investment bank with direct global relationships and bankers who understand how to value and position high-growth Sustainable Infrastructure companies. We are fluent in business issues, with a deep global network, a detailed understanding of valuation and capital formation, and an elite team of tenacious, dedicated bankers.

2012 Snapshot2012 was a year in which the commitment of companies, investors, and policy-makers who believe that sustainable business practices create long-term economic value was tested. As one investor commented, “No one cares about sustainability when your hair’s on fire.” The Eurozone fiscal crisis, the US fiscal cliff, elections and government transitions in the US and China, and lackluster global GDP growth meant that most investors focused on the immediate crisis at hand as opposed to the bright future of companies and technologies delivering resource efficiency and productivity. Aggressive lobbying and public relations spending obfuscated the reality of greenhouse gas-driven climate change. The MSCI world stock index was up 13% in 2012 and the GCA Sustainable Infrastructure Index was down 4%. Global IPO volumes were down by 13%, while Sustainable Infrastructure IPO volumes collapsed by 62%. Raising private and public capital for Sustainable Infrastructure companies was extremely challenging amidst a risk off, capital preservation, search for yield, anti-IPO investor mindset.

Letter From the Managing Partner

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The opportunity for value creation in Sustainable Infrastructure is huge.

Amidst this environment, we closed three private placement transactions, raised $1.4 billion for our clients, and materially strengthened our investor network.

New Hires We added two experienced bankers on both sides of the Atlantic in 2012, and a third joined us in the beginning of 2013. Jim Long joined us in Europe to strengthen our connectivity with large utilities, energy companies, and private equity and pension fund investors. Jim was most recently responsible for Ecofin’s private equity business, where he led over $400 million of investments into Sustainable Infrastructure companies. Prior to that, Jim was the Co-chairman of the Global Power Group at Citigroup, where he worked on many industry-defining transactions. Jim has over 25 years of investment banking experience and joins Olav Junttila and Damien Sauer to complete an excellent team of European senior bankers. Derek Bentley joined us as a Principal in our New York office. Derek was a banker for many years in Bank of America/Merrill Lynch’s Power and Utility Group. Before that, Derek was a private equity investor in the water industry where he invested in several water treatment infrastructure and technology companies.

We were also extremely pleased to have David Dolezal join us as a Partner in our San Francisco office. David was a Managing Director at UBS, where he was the Americas Head of both the Renewable Energy and Cleantech and the Software Groups. David has deep expertise with structuring and negotiating both domestic and cross-border mergers, acquisitions, and divestitures, as well as structuring and marketing debt and equity financings. He has completed more than 50 M&A and capital raising transactions for both Fortune 500 and middle-market companies.

With four senior partners in the US and three senior partners in Europe, we can offer our clients excellent deal execution skills, global relationship networks, and deep sector expertise. We function as one team and are deeply committed to doing whatever it takes so that our clients get the right advice and that transactions are superbly executed.

On our Advisory Council, we have added two Chinese business experts, David Ho and Edward Cunningham. They have

deep experience and relationships with Chinese energy and environmental SOEs. In addition, we added Foster Duncan, an experienced power and infrastructure executive, to our Council.

The Outlook for 2013 and Beyond The opportunity for value creation in Sustainable Infrastructure is huge. Valuation expectations are low, IPO exit opportunities are challenging, and strategic acquirers have cash, are seeking growth, and value technologies and business models that are predicated upon efficiency/productivity. Meanwhile, the leading companies in these sectors continue to lower costs, drive innovation, and gain customer traction. Just as internet companies with vision and fortitude in the wake of the dot-com crash in 2001 were able to survive and prosper, so will Sustainable Infrastructure investors today. Many of the Sustainable Infrastructure companies we know have tremendous growth prospects and someone will make terrific returns with them.

The chart below summarizes our firm’s view of where these sectors are today. Now is the moment of value creation for business leaders and investors.

Cleantech Hype Cycle

06 GCA

Vis

ibilt

y

Time

Present Day

Reality

Peak of Inflated Expectations

Slope of

Enligh

tenment

Trough of Disillusionment

TechTrigger

Plateau of Productivity

'06 – '08

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Why can we state this confidently? We believe the following to be true:

1. Global GDP growth will rise in 2013 and accelerate into 2014 through 2016. Pressures on energy, water, building, waste, and food systems will intensify.

2. Companies and technologies which enable the most efficient and productive use of resources without causing environmental damage will become increasingly valuable.

3. The large energy, industrial, and resources incumbents who have reduced in-house research and development over the past decade will find that they lack the capabilities to expand margins through resource efficiency. As a result, they will become more aggressive in acquiring Sustainable Infrastructure companies.

4. Climate change is real. Record extreme weather events and temperatures and continued drought conditions will eventually overcome pseudo-science and political stagnation. There will be increasing legislative and regulatory efforts by US state and municipal governments, driven by voter demand. It is possible that China will take a leadership role in climate change action within the decade.

5. Asian corporate and government leaders will recognize the wisdom of building their continent’s infrastructure with 21st century technologies and they will become aggressive acquirers of leading western Sustainable Infrastructure companies.

6. Growth equity investors will realize that private company valuations are now at attractive levels on a risk-adjusted basis. Family office groups and growth private equity funds will take advantage of the aftermath of the irrational exuberance of the VC community and will be able to invest at sensible valuations in Sustainable Infrastructure companies with protected technology, customer traction, cost-competitive products, and increasing profits.

7. Large sophisticated endowments and pension funds will invest in large-scale Sustainable Infrastructure projects which offer attractive risk-adjusted returns relative to the bonds of the underlying offtakers. This is a massive arbitrage. Thoughtful institutional funds will begin to go direct, bypassing the 2% and 20% fee structures of infrastructure private equity firms. There are ~$30 trillion of global pension fund assets and $3 trillion of private equity assets.

8. Institutional and retail investors will invest in publicly listed yield-oriented vehicles that hold Sustainable Infrastructure assets, and in doing so will drive down the cost of capital.

Our Clients We seek relationship-oriented clients who have integrity and value high-quality, objective advice. We are straightforward and tell companies if we cannot successfully execute an assignment for them. When we do take on an assignment, we are tenacious in closing the transaction and we go above and beyond normal investment banking practice. We prize loyalty to our clients above all else and now have numerous companies and investors with whom we have worked closely on several transactions. Without you, we are nothing. I wish to close this letter with thanks to those clients who have hired us these last few years. Thank you for the vote of confidence and the privilege of representing you in your most important strategic transactions.

Jeff McDermott

We seek relationship-oriented clients who have integrity and value high-quality, objective advice.

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There is little doubt that across the world most of us want our economies to be sustainable. We want cleaner air. We want access to clean water. We want to use energy more efficiently. This shared awareness of the need for sustainability, and the recognition of constraints on the way we use resources, is a brand new phenomenon which has only gained widespread global acceptance over the past decade. We are just beginning to learn the practical and everyday consequences of choosing sustainability. As a result, sustainability is unlikely to be firmly anchored in the political and economic landscape until the current generation of young adults, cognizant of their political and economic power, asserts itself.

Given the relative speed with which the sustainability imperative has penetrated public consciousness around the world, it should come as no surprise that companies, investors, policy-makers, and elected officials have struggled to articulate a clear vision. What is the optimal timing and mechanism for such an ambitious but vaguely defined agenda to be achieved? Tension is inevitable when we seek to change the structure of energy delivery systems, build new infrastructure, re-cast pricing of goods and services to reflect scarcity, and stimulate innovation in new areas of the economy. Established economic objectives such as securing economic growth, creating employment, and fostering energy “independence” may be perceived to compete with a sustainability agenda in the short term. The recent financial crisis, which has been followed by a prolonged period of weak economic conditions, has diverted the attention of investors, customers, and politicians away from debate on the timing, costs, benefits, and risks of achieving greater sustainability.

Wasted government grants, indiscriminate renewable tariff cuts, nuclear shutdowns, and failing carbon markets have created unhelpful dislocation and uncertainty in the near-term investment landscape for Sustainable Infrastructure. Some would argue that these issues imply the “failure” of the sustainability agenda. These “shocks” can also be read as signals that the long-term idealism which characterized initial public engagement with sustainability has given way to a more pragmatic approach. Across developed and developing markets, there isn’t enough clarity on many of the key policy

elements surrounding energy, water, and infrastructure. The costs and benefits of sustainability now have to be clearly demonstrated to customers (and voters) around the world on a case-by-case basis. As this adaption occurs, customer engagement and market validation are the critical criteria, dominating well-intended political intentions. With greater customer engagement and market validation, we are likely to see a material expansion in investment opportunities.

While many chief executives and chief investment officers pay lip service to investing in resource efficiency and productivity, it comes with more specific questions attached. What are the capital investment costs? What are the financial and operational benefits? What is the impact on valuation? When will the impact be felt?

As we accelerate through this transition period, we see key drivers which will shape the future of Sustainable Infrastructure investment around the world.

Customers Pick WinnersPolicy support has helped bring a broad range of sustainable products and services in front of customers. Customers will now make choices. Products such as LED lighting that provide practical, cost-effective solutions and also happen to promote energy efficiency will flourish. Those that provide “sustainability” without a clear value proposition (such as the current generation of electric vehicles) will struggle. Customer-perceived value must exceed market price which must exceed supplier cost without subsidies. This tipping point is within reach in many Sustainable Infrastructure sectors, and already present in some.

China as a Global PlayerChina is now the largest market for renewable energy in the world, the largest exporter of renewable energy equipment, the largest emitter of CO2, and an increasingly active investor and acquirer across all major Sustainable Infrastructure sectors. China’s closer integration into the global economy is inevitable and the diffusion of Chinese capital and technology will profoundly shape the global market for Sustainable Infrastructure.

The Road Ahead

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Structural Shift to Natural GasHuge unconventional gas supplies are making the US a net exporter of energy as well as putting persistent downward pressure on gas and power prices in the US and globally (through trading links). Low-cost supplies broaden the scope for natural gas applications across transport and industry and raise the bar of competitiveness for renewable energy and nuclear power in particular. In regions such as Europe, where climate sensitivities are higher and gas resources more limited, the shift will be less pronounced.

New Sources of CapitalLending by project finance banks shrunk 30% globally in 2012. Stringent new capital rules will further reduce banks’ ability to provide long-term funding for infrastructure. Pension funds, insurance companies, and sovereign wealth funds currently account for just under 5% of equity financing for infrastructure around the world, with most investment concentrated in Europe. This is poised to grow very substantially as new sources of funding will be deployed to support increased infrastructure investment.

Water and Food: Quality and Safety MatterThe scarcity of fresh water and the volatility of agricultural commodity markets has shifted attention away from cost and toward quality and sustainability in the management of water and land resources. Contamination concerns have also raised the quality bar for the provision of food and water. It is no longer enough to “do no harm.” Food and water management will emphasize sustainability with pricing that can attract investment support.

Intelligent Buildings and Factories In many sectors, capital spending cycles drive the implementation of technological change. There continues to be a strong emphasis on improved process automation, energy efficiency, enhanced building materials, and smart systems. This trend is likely to accelerate as the economic climate improves. Advanced lighting, efficient building materials, rooftop solar applications, and energy management are all premium elements of a modern building which provide comfort, efficiency, and reduced energy consumption.

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“We see key drivers which will shape the future of sustainable investment globally.”

– Jim Long, Partner

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The Next Grid T&D infrastructure needs to be smart and resilient and incorporate distributed generation. Wind and solar energy are becoming cost-competitive with traditional sources of electricity in regions with abundant resources of wind and sun. The biggest remaining challenge for renewable energy is not cost but the large legacy electricity systems which are currently ill-equipped to cope with the variability of renewable energy output. Technological solutions which use data to shape and manage energy demand to accommodate intermittency, as well as storage solutions, have the potential to transform the grid systems.

Waste to ValueThe waste industry is also being transformed as the limits of landfill and incineration are reached. Recycling, aided by stricter regulations, is now the primary disposal option for solid and hazardous waste in Europe and is quickly gaining ground in the US as well as in China, Brazil, and India. Through advances in combustion technology, the heat and energy content of waste is increasingly being captured to produce base-load electricity at a competitive cost. Waste-to-energy capacity could grow by more than 10% per annum over the next decade.

Water Value RecognitionThe spread of metered water usage and more transparent pricing of water is allowing significant investments to be made in upgrading infrastructure and improving the quality of treatment service and delivery. New sources of capital, from pension funds to Chinese corporates, are attracted to the combination of long-term contracts and structural growth.

Energy: Less Demand and More Focus on CostsIt is now clear that western economy energy demand lost through the financial crisis and its aftermath is non-cyclical. Structural energy demand has been permanently reduced through improved energy efficiency across the industrial, commercial, and residential sectors. The one-to-one link between economic growth and energy demand is now broken. The next 10 years are likely to see steadily declining nominal energy demand in developed markets and declining real demand per unit of GDP in leading emerging markets. At the same time, the push (less firm in some countries than others) toward reducing CO2 emissions will continue to see the addition of renewable energy capacity, much of it on a must-run, fixed-tariff basis. As recently as two years ago, who could have foreseen that the value of coal and gas-fired electricity generation in Europe would come under so much pressure in the absence of functional carbon markets and a high price on CO2 emissions? We now have a dilemma to solve. In many markets, there is a mismatch between the price of energy and its cost. Special tariffs, subsidies, tax incentives, and below-market financing are distorting the underlying economic value of new investments. In the absence of meaningful carbon prices and strict environmental regulations, coal-fueled generation produces significant near-term cash flow for utilities. Wind costs (-25%) and solar costs (-60%) have declined considerably over the past three years and are now below retail tariff levels in large parts of Europe and the US, as well as in key emerging markets like Brazil and India.

However, in an environment of low gas prices and stagnant demand, the premium pricing attached to wind and solar through feed-in tariffs and other support mechanisms is not yet consistent with the value of the energy produced. The arrival of robust carbon pricing, large-scale storage solutions, and decentralized energy networks will shift the value of renewable energy more closely in line with its price.

Natural gas will inevitably gain an increasing share of global energy consumption. The prioritization of near-term economic growth over climate change mitigation has helped to create an

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opening for an expanded role for gas in the primary energy mix. As we know, power generation from natural gas produces roughly half the CO2 emissions of a conventional coal plant. Gas for coal substitution, a prominent feature of the US energy landscape over the past five years, does reduce CO2 emissions but not at the speed and to the degree which many climate scientists deem necessary to avoid major climate-related shocks in the long term. However, the doubling of global gas reserves in the past 10 years, led by the huge new reserves of US shale gas, puts gas as the fuel of choice due to its low cost, flexibility, short investment lead times, and limited national security concerns. The US has begun to make major policy shifts to encourage the broader use of gas across transportation and industry, making its reliance on natural gas more structural than transitional. China, Brazil, and Russia possess significant gas reserves which they are likely to exploit. As importers of energy, Europe, Japan, and India are less likely to move to a greater structural dependence on gas.

Funding of energy investments globally is already undergoing a profound shift. The British market, where there are few restrictions on foreign investment, offers a good window on the possible shape of future investment patterns. Electricity and gas networks are owned by a combination of domestic companies, foreign companies, infrastructure funds, sovereign wealth funds, domestic and international pension funds, and private equity funds.

In a low interest-rate environment, there are expanding pools of global capital looking to invest in regulated or quasi-regulated businesses producing stable cash flows and a steady yield. By some measure, available investable infrastructure capital now exceeds $800 billion globally and will double over the next five years. Energy has accounted for approximately 25% of all infrastructure investment over the past five years. These trends bode well for investments in energy networks and renewable energy as long as they are underpinned by clear regulations and long-term commercial agreements.

Industry and Technology The quiet revolution across the energy and industrial sectors is the steady diffusion of technology and services to improve efficiency, extract data in order to improve network performance and customer experience, and drive down the delivered cost of resources. Corporations globally are embracing technology across process automation, advanced building materials, LED lighting, and local energy and heat management systems in order to reduce costs, improve output, and provide more integrated solutions to their customers. Investment in organic growth is increasing from historically low levels. External growth through acquisition and partnership is accelerating on two dimensions. Large corporates are increasingly looking beyond traditional R&D to investment in growth companies in order to accelerate their growth. At the same time, cross-border M&A activity driven in part by Asian companies is also on the rise.

Continuing TransformationWhile sustainability may look like a waning trend to some, we believe the next few years will see the quiet, steady growth of sustainable investment themes that rest more firmly on sound business models and customer demand.

To quote Fatih Birol, Chief Economist at the International Energy Agency, “The world of energy is facing a period of unprecedented uncertainty.” The same can be said for our water, food, waste, and transportation infrastructure. As investment banking specialists dedicated to Sustainable Infrastructure, we provide global insights, thoughtful and thorough advice, and professional execution services to executives and investors focused on the future.

New sources of funding will be deployed to support increased infrastructure investment.

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Lessons Learned and Opportunities Redefined >

“The deployment of distributed energy resources is leading many established players to rethink their business models.”

– Damien Sauer, Partner

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Levelized Cost of Energy for Solar (US$/MWh)

Due to dramatically falling solar PV equipment costs, solar energy production costs are now lower than retail electricity prices in most sunny regions in the developed world.

What We Are Worried About:

Need for Non-Bank Financial Capital

Ownership of energy networks in Europe and Australia is already migrating to long-term financial owners. As utility balance sheets remain strained and project finance capital shrinks due to new banking regulations, insurance companies, pension funds, and sovereign wealth funds must play a much larger role in funding investment in Sustainable Infrastructure.

Government Appetite for Subsidized Energy

Energy subsidies across fossil fuels, renewable energy, and new technology have reached over $1.5 trillion (mostly in China, the US, and Europe). Since 2010 only 10% of this amount is directed to renewable energy. Absolute levels of energy subsidies will undoubtedly be reduced and may be replaced in the medium term by a levy on carbon which would provide funding for a broader range of demand side and clean energy initiatives.

U.S. Natural Gas Prices (US$/thousand ft3)

The enormous structural shift in US natural gas prices has altered energy demand use patterns and will increasingly impact global gas and electricity prices. US prices look set to rise and LNG prices are likely to fall.

Positive Surprises:

Solar Installations

In 2012, global solar installations grew to 30 GW. We see potential for 25% annual growth through 2020 for solar installations across retail, commercial, and utility-scale applications led by demand in the US, China, India, Brazil, and South Africa.

Energy Efficiency

Over the past three years, energy efficiency has reduced structural demand for energy in the US and Europe by at least 2% per annum relative to historical averages. Even with modest demand growth in major developing markets, industrial and commercial energy demand may be stagnant globally as new technologies are diffused throughout the economy.

Energy: Cost, Price and Customers1

LCOE Wind LCOE New Build Nuclear

$0

$2

$4

$6

$8

$10

$12

$14

2007 2008 2009 2010 2011 2012 2013 2014 2015

~$5

~$3

Q3 2009 Q1 2010 Q3 2010 Q1 2011 Q3 2011 Q1 2012 Q3 2012 Q1 2013

PV - c-Si PV - Thin Film

500

400

300

200

100

Source: Energy Information Administration Source: BNEF, Bloomberg and publically available information

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2 Projected LED Penetration (US$ in billions)

From its current level of ~5%, LED lighting is projected to comprise almost half of the total lighting spending globally by 2020.

Positive Surprises:

Private Sector Spending on R&D

Energy and related services constitute approximately 14% of the world’s GDP, yet have accounted for only 8% of total private sector investment in research and development. The twin engines of clean energy and improved efficiency will drive a material increase in private sector investment in technology and services, which should in turn support more robust financing and M&A markets.

LED Penetration

LED investment is projected to grow exponentially over the next ten years and may comprise over 50% of all new investment in lighting by 2020. This presents an enormous market opportunity to be contested by a range of global players, as well as a source of further downward pressure on global energy demand.

Natural Gas Vehicles Operating Worldwide (Count in millions)

Natural gas vehicle growth, especially for commercial vehicles, is a consequence of a structural shift to gas. We expect an acceleration of growth over the next five years.

What We Are Worried About:

Electric Vehicle Sales

Electric passenger vehicle take-up continues to undershoot ambitious projections of up to 10% of the global automobile market by 2020. Electric vehicles will make up 2% to 10% of the world’s cars by 2035. The lack of charging infrastructure, as well as the material cost difference with internal combustion engine models, impedes growth. High-profile failures such as A123, Fisker Automotive, and Better Place, where commercial reality did not match high expectations and aggressive valuations, left investors very cautious on the sector.

Public Sector Spending on R&D

The convergence of fiscal pressures, higher energy bills, and a mixed track record of picking winners (see Solyndra in the US) is forcing governments to re-examine the scale of their commitment to funding clean energy. The renewable energy sector in particular is likely to undergo a period of regulatory and political uncertainty as tariff and cost levels are reduced to align with fossil-fuel pricing.

Industrial / Technology

$250

$200

$150

$100

$50

$0

LED Lighting Spend Conventional Lighting Spend

2013E 2014E 2015E 2016E 2017E 2018E 2019E 2020E

5.8

7.4

9.6

11.4CAGR ~21% 12.7

15.2

2006 2007 2008 2009 2010 2011

Source: Wall Street and industry research Source: NGV Global

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3 Recycling Rates (2010) 

An uplift of recycling rates in the US to German levels would increase global recycling volumes by 20%. We also see a significant expansion of biomass and waste-to-energy production globally.

Positive Surprises:

Water Meter Penetration

Smart water meters, which use radio or telecom frequencies to monitor usage and detect leaks, are poised to grow by at least 10% per annum globally over the next five years. Growing recognition of water scarcity has placed a premium on smart systems which also allow for more accurate usage-based pricing. As the cost and value of water supplies is more carefully measured, investment infrastructure will increase, with the private sector playing an increased role.

Advances in Waste Recycling

Improved processing technology, combined with stricter environmental regulations, has favored recycling as a primary option for waste disposal in the US and Europe. Nonetheless, recycling rates in North America are currently only 34% of total waste volumes compared with over 50% in the EU. As landfill capacity becomes scarce and incineration more costly, recycling will become a more widely used disposal method in both developed and emerging markets.

Food as Percent of Total Household Expenditure (2010) 

Developing country expenditure on food creates significant potential for economic and political shocks from volatile food prices. Agricultural land values will continue to increase and supply chains will grow shorter.

What We Are Worried About:

Price as a Driver of Food Supply

World agricultural markets are bifurcated between developed countries, where there are increasing concerns over food safety, and developing countries, where the price volatility of basic foodstuffs such as wheat can cause significant economic and social hardships. As land values rise and agricultural productivity increases, an era of ever-decreasing food prices may give way to an emphasis on quality and shorter supply chains, with developing countries becoming more self-sufficient.

Public Sector Investment in Water and Waste Infrastructure

As water and waste infrastructure move from a public service with little transparency in pricing and cost to a more business-driven model with transparent pricing, investment will shift toward the private sector. The limited experience of private companies in developing greenfield water and waste infrastructure, combined with still nascent regulatory and pricing frameworks, may lead to a short-term investment hiatus in the next two to three years.

46% 44%

39%

35% 32%

25%

11% 9%

7%

Pak

ista

n

Alg

eria

Egy

pt

Chi

na

Indi

a

Bra

zil

Germ

any

Can

ada

US

62%

39%

34%

Germany UK US

Source: Environmental Protection Agency and other public sources Source: U.S. Department of Agriculture

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Sustainable Resources

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16 GCA

Four of our seven recently closed transactions were  cross-border, illustrating the value of our global network

Recent Transactions

• The sale of the largest independent recycling company in North America1

Exclusive Financial Advisor to NTR on the

$220 million sale of Greenstar Recycling to

• The largest equity investment by a Chinese corporation into a venture capital-funded US company ever

Financial Advisor to GreatPoint Energy

on the formation of a $1.25 billion partnership including a $420 million equity investmetn by

• ABB’s acquisition of Tropos signals the critical role that distribution automation technology will play in transforming the grid

Exclusive Financial Advisor to ABB on its

acquisition of

• The sale of Seajacks to Marubeni was the largest non-asset wind transaction of 2012

Financial Advisor to Riverstone on the sale

of Seajacks to

and

• A landmark financing of an innovative asset management business dedicated to sustainable investing

Exclusive Placement Agent to Sustainable

Insight Capital Management on its $120 million capital

finacingto

Exclusive Financial Advisor to Clean Energy Renewable Fuels on its $30 million mezzanine

debt financing by

• A structured asset financing for one of the leading biomethane producers in the US

Financial Advisor to Charterhouse

on the €3.1 billion sale of ista

• The largest private equity transaction in Germany since 2008 [Pending]

to

(1) Transaction value at close was $180mm with an earn-out of up to an additional $40mm payable by 2018.

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172012 Annual Report

A Proven Track Record >

Exclusive Placement Agent on $154 million

purchase of agricultural properties and related water rights and solar

development

Exclusive Financial Advisor to ABB on its

investment in and option to buy 100% of

Exclusive Financial Advisor to Rialto

Wastewater Facility on its $162 million debt restructuring

Exclusive Financial Advisor to Eka Systems

on its sale to

Exclusive Financial Advisor to agri.capital on its over €300 million majority interest sale to

Exclusive Financial Advisor to Unirac on

its sale to

Placement Agent to Ram Power on its $160 million

project debt financing

Exclusive Financial Advisor to Ausra on

its sale to

We are tenacious in closing the transaction and we go above and beyond normal investment banking practice.

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18 GCA

Jeff McDermott | Managing Partner

“Pension Funds and sophisticated investors will increasingly directly invest in Sustainable Infrastructure assets which offer long duration fixed returns with solid credit metrics and low risk.”

• 28 years of transaction experience with large, complex mergers and acquisitions

• Previously Joint Head of Global Investment Banking at UBS

David Dolezal | San Francisco

“GCA delivers high-quality strategic advice and creative insights to our clients.  Our goal is to consistently bring a better informed, better thought-out and more creative perspective than our competitors to the companies we serve.” 

• 15 years of experience advising companies and investors on financing and M&A transactions in the renewable energy, cleantech, software, and general industrial sectors

• Previously Americas Head of the Renewable Energy and Cleantech and Software Groups at UBS

Olav Junttila | Europe

“Asian conglomerates will continue to be active acquirers of European and North American technology, know-how, and assets across many of the Sustainable Infrastructure sectors.” 

• Broad experience within both the renewable and traditional power generation industries, including work as an M&A advisor and a private equity investor focused on these sectors for over a decade

• Significant experience structuring and executing acquisitions, divestitures, minority investments, and partnerships

Jim Long | Europe

“The dislocation in the European Energy sector we witnessed in 2012 should create further opportunities for new sources of capital — pension funds, Asian corporates, and sovereign wealth funds — to be deployed against a 

growing set of infrastructure investment opportunities in Europe.”

• 25 years of experience as an advisor and investor across the power, energy, infrastructure, environmental, and technology sectors

• Previously Co-Chairman of Global Power and Utilities Investment Banking at Citigroup

Damien Sauer | Europe

“Energy efficiency is still an area of  growth for many European companies,  leading to foreign investments and cross- border transactions.”

• Covers the European market, advising leading companies on M&A and capital raising assignments

• Served as Head of M&A at a major European industrial firm where he was responsible for expanding the company’s product portfolio and geographical footprint by executing acquisitions and joint ventures with partners in Europe, the US, Asia, and South America

Robert Schultz | New York

“GCA is building a successful platform where our goals are aligned with the goals of our clients; empowering a more efficient and sustainable global infrastructure.”

• Serves as the firm’s Chief Operating Officer and is responsible for designing and maintaining infrastructure at GCA

• Works closely with the other partners to develop and implement the firm’s long-term strategy

• Previously Managing Director and COO at Morgan Stanley Fund Services

Our People

Partners >

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192012 Annual Report

Lawrence Burns 

• Director of the Roundtable on Sustainable Mobility with the Earth Institute at Columbia University; Senior Advisor to the Chairman of Hess Corporation

• Completed a distinguished career with General Motors, serving as Corporate Vice President of R&D and Strategic Planning

• Has deep knowledge of transportation systems, energy systems, connected vehicles, operations research, product portfolio management, business strategy, collaborative partnering, and alliance management

Edward Cunningham

• Director of the Asia Energy and Sustainability Initiative at the Harvard Kennedy School and affiliate of the M.I.T. Industrial Performance Center

• Served as Program Officer of the China Public Policy Program and selected as a Fulbright Fellow to China

• Focuses work on energy markets, policy, and technology

Foster Duncan

• Board Member for Atlantic Power Corporation, Essential Power, and Xtreme Power

• Formerly a Partner in SAIL Sustainable Partners of Louisiana, and was a Managing Director at Advantage Capital Partners

• Currently a member of MFB Energy Partners, and a Senior Advisor to EHS Partners and Industry Funds Management

David Ho

• Board Member for Pentair Inc., Air Products and Chemicals, and Triquint Semiconductor, and two Chinese state-owned enterprises, China Ocean Shipping Company and Dong Feng Electric Corporation

• Founder and Chairman of Kiina Investment Limited

Michael Naylor

• Board Member and early-stage investor in several successful Sustainable Infrastructure and renewable energy businesses, including Aquamarine Energy Ltd., Bloomberg New Energy Finance, and K Road Solar LLC

• Currently holds board appointments at London FTSE-listed Jupiter Green Investment Trust plc, XPV Capital LLP and Canopy Capital Ltd.

• Founding Board Member of Dublin-based NTR Foundation.

Gary Pfeiffer

• Served as the Chief Financial Officer and member of the Office of the Chief Executive of DuPont from 1997-2006

• While at DuPont, held assignments in operating, financial, and international leadership, including Vice President and General Manager, Nylon North America and Senior Managing Director, Dupont Japan

• Currently is a Board Member of three publicly traded companies: Talbots, Inc., Quest Diagnostics, Inc., and Internap Network Services, Inc.

Thomas Putter

• Former CEO of Allianz Capital Partners and Managing Director of Allianz Alternative Assets Holding GmbH, responsible for Allianz Group’s Alternative Asset Investment program

• Member of the Commission of Growth and Innovation of the German CDU’s Economic Council and on the Advisory Board of Envision Energy in China

• Former member of the Advisory Board for Environmental Technology of the German Federal Ministry for the Environment, Nature Conservation, and Nuclear Safety

Advisory Council >

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20 GCA

“2013 will see innovation in how renewable generation is owned in the US.  The creation of the first renewable energy REITs and MLPs will have an enormous positive impact on the sector by reducing funding costs and creating access to retail investors.” 

– David Dolezal, Partner

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212012 Annual Report

Key Issues Outlook

Advanced Transportation

Worldwide demand for electric passenger vehicles continues to underperform optimistic predictions of customer engagement. The shale gas boom in the US has given a sharp boost to natural gas-powered commercial and industrial vehicle demand.

Technological advances in adapting transportation engines to natural gas fuels continue to progress rapidly. The cost differential of electric vehicles relative to conventional autos and the slow rollout of charging infrastructure remain major impediments to significant market penetration.

Energy Services Companies (ESCOs)

The energy service industry is beginning to mature as smaller companies gain access to institutional funding while new policy initiatives provide long-term market support.

Policy-mandated change towards strict energy efficiency standards is shifting the focus of large industrial companies and niche energy service providers away from equipment supply and energy management and towards an integrated service offering with greater emphasis on efficiency and demand savings.

Grid Storage In spite of its high costs, grid storage remains an innovation imperative for many companies across the electric power value chain. Significant additions of intermittent capacity such as wind and solar place stress on traditional transmission and distribution network management systems.

Large-scale electric power storage is likely to become economic as technology developed for automotive, consumer, and telecom applications is re-engineered to meet the specific needs of large-scale power systems.

LED The lighting sector is undergoing a revolution as a massive global shift to LED lighting gathers pace. Global demand for LED lighting has doubled in each of the past two years.

The speed of LED penetration has outstripped many companies’ ability to respond to market demand. A fluid market landscape may see the emergence of new, well-financed growth companies as well as a strong investment push from large industrial companies.

SubSector-Outlook

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22 GCA

Key Issues Outlook

Power Electronics While much of the focus on smart systems has been on software, hardware innovations across the power electronics value chain offer a significant opportunity for efficiency gains in industrial processes.

The strategic tension in today’s power electronics market between low-cost production, technological innovation, and integrated solutions is beginning to be resolved. As the market matures and customers become more sophisticated, cheap and unbundled solutions will be replaced by smart and integrated systems.

Smart Grid Smart grid investments around networks have yielded significant efficiencies and CAPEX savings. Home-automation applications have met with tepid customer response, and as a result, policy support is wavering in the US and Europe.

In the wake of recent natural disasters and growing concerns about physical and cyber terrorism, security-related investments are likely to be a driver of smart grid investments. Consumer-focused business models are likely to provide commercial opportunities through indirect routes such as demand savings and efficiency and system management, rather than through direct customer engagement.

Software Software is a crossover sector that is attracting interest from Sustainable Infrastructure investors as well as general technology funds. The more efficient use of data to inform and automate processes — across all industries — has the potential to enable a steep change in sustainability in our lifetime.

Interest from industrial firms has increased as these companies view bundled software/ hardware offerings as a way to extract higher margins from equipment sales and to cross-sell services and maintenance contracts based on data-driven asset monitoring.

Solar The swift global transformation for the upstream solar sector to a low-cost, Chinese-led industry is almost complete. An underappreciated consequence of this seismic shift is the rapidly increasing competitiveness of solar PV with other forms of energy across residential, commercial, and utility applications.

As the catharsis and carnage in the upstream continues due to persistent oversupply, downstream solar markets may grow more quickly than anticipated, especially in the US and emerging markets. New financing structures building on established consumer finance models will be a driver of residential solar growth.

Software is a crossover sector that is attracting interest from Sustainable Infrastructure investors as well as general technology funds.

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232012 Annual Report

Key Issues Outlook

Transmission and Distribution Infrastructure

Emergence of Asian competitors has increased competition in the transmission and distribution market landscape globally. In western economies, consumption is slowing but increasing renewable power sources will require further investments into the aging transmission and distribution infrastructure.

Increasing energy consumption and urbanization trends will drive infrastructure investments in developing countries. That said, we see the rapid growth and increasing quality of Asian manufacturing capacity creating severe margin pressures for incumbent western suppliers.

Waste The waste sector continues to evolve from local, public-sector driven business models to more service and technology-based models which marry sophisticated approaches to collection recycling, with extraction of waste by-products such as energy and metals.

As the waste-to-value chain becomes more segmented and the value in recycling and energy production grows, there are likely to be an expanding number of growth companies who exploit niche opportunities with sophisticated technology and service offerings.

Water Water scarcity remains a key global theme, especially in emerging markets. Slow but steady progress in measuring and pricing water use should allow more investment to flow into the development of new water infrastructure.

The industrial landscape has changed considerably over the past five years as many large international players have scaled back or divested their water activities. Two clear trends are emerging. New financing structures deploying public sector, infrastructure, and bank money are prepared to support long term greenfield investment. In markets with transparent pricing, technology and service offerings are possible and create a sizeable unregulated opportunity.

Wind Wind is now a mainstream source of power generation that is competitive with more conventional power sources in many jurisdictions across the world. The huge glut of turbine manufacturing capacity globally is being worked off as emerging market capacity additions drive demand.

Financing of wind projects is undergoing a major shift as bank project finance lending contracts and utility balance sheets come under pressure. The next wave of development in which offshore wind will play a big part is likely to be marked by much greater investment from investors like infrastructure and pension funds.

Emergence of Asian competitors has increased competition in the transmission and distribution market landscape globally.

Page 24: 2012 Annual Report - Nomura Greentech · 2016. 12. 27. · 7. Large sophisticated endowments and pension funds will invest in large-scale Sustainable Infrastructure projects which

Source: BNEF, Capital IQ, and Cleantech Group

M&A Activity by Target Geography ($ in millions)

24 GCA

Investor appetite remains muted in many areas of the Sustainable Infrastructure sector given the carnage inflicted in high-profile segments, such as solar, wind, electric vehicles, and biofuels. However, many sectors in which companies are gaining traction are profitable and are increasingly valuable. Generally speaking, purely financial investors have a more narrow view of attractive sectors, while strategic corporate investors are willing to take on additional risk..

The three main themes for financial investors currently are: natural gas, water, and waste/recycling. On the natural gas side, financial investors are interested in service providers to shale gas E&P companies, alternative fracking fluids and techniques, and natural gas transportation. All of which benefits from the low price of natural gas relative to oil-based fuels. Water is another key focus for financial investors, with an emphasis on oil and gas water treatment, distributed systems for mobile deployment in remote locations, and advanced membrane technologies. In the waste/recycling sector, the focus is on unique business model developments to encourage recycling or to deal with electronic waste (e-waste).

Strategic corporate investors are still willing to invest in earlier-stage technologies that address critical needs in massive end markets. In addition to the areas mentioned above, strategic investors are still demonstrating strong commitment to energy storage and smart grid applications, which work hand-in-hand towards creating an efficient energy distribution network. Energy storage is still considered the holy grail to make renewable energy a main player in the power generation mix, and smart grid technologies are needed to integrate energy storage and renewables. Given the scale and global nature of these challenges, we expect strategic interest to continue in these areas for the near future.

Globally, M&A activity in the Sustainable Infrastructure sector declined in 2012 due to continued uncertainty surrounding macroeconomic conditions and the stability of subsidies for clean technologies in many developed nations. Total transaction volume declined 23% in 2012 from 2011. Similarly, the number of transactions declined 20% from 177 to 141. The five largest transactions of the year accounted for over one third of total transaction volume.

Geographically, the North American market was a bright spot. North American transactions accounted for 59% of total transaction volume and were up 32% year-over-year. The EMEA region continued to see M&A volume contraction, declining 57% from 2011 and accounting for 48 of 141 transactions announced during the year. Globally, 70% of M&A deals in Sustainable Infrastructure were valued below $250 million.

Investor Focus in 2013 Mergers & Acquisitions  Transaction Volume

0

$20,000

$40,000

$60,000

North America Central & South AmericaEMEA APAC

$29,762

2009 2010 2011 2012

$38,330

$59,663

$45,72155.7%

28.8%

(23.4%)

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252012 Annual Report

The wastewater and water segment accounted for the majority of global transaction volume for the second consecutive year, comprising 18% of transaction volume in 2012, down from a 22% contribution in 2011.

Corporate and financial market participants continued to increase their activity in the waste services and smart grid sectors. Waste services M&A activity grew in both absolute and relative terms, increasing to 11% of global transaction volume in 2012 versus 7% in 2011 and 2% in 2010. Smart grid

M&A activity also grew on both absolute and relative terms, increasing to 14% of global transaction volume in 2012 versus 10% and 4% in 2011 and 2010, respectively.

Wind and solar, historically two of the most active sectors in Sustainable Infrastructure, have begun to diverge. Solar’s contribution to global transaction volume has declined in each of the last three years on a relative basis, while wind has remained constant, bolstered by wind farm asset transactions.

M&A Total Transaction Volume by Sub-Sector

Wastewater and Water

18%

Wind 17%

Smart Grid 14%

Waste Services

11%

Solar 8%

Agri 5%

IPP 4%

Other 23%

Wastewater and Water 22%

Wind 17%

Smart Grid 10%

Smart Grid 4%

Waste Services

7%

Solar 10%

IPP 3%

Other 31%

Wastewater and Water

2010 2011 2012

3%

Wind 17%

Waste Services

2% Solar 17%

Agri 1%

Other 56%

Source: BNEF, Capital IQ, and Cleantech Group

“We have raised nearly $2.5 billion for our clients  in the past two years”

– Olav Junttila, Partner and    Adam Hinckley, Vice President

Mergers & Acquisitions by Sector

Note: Data by Target Geography.

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After growing in 2011, the private placement market for Sustainable Infrastructure investments contracted in 2012 to below 2010 volumes. However, the average deal size grew from approximately $85 million in 2011 to $95 million in 2012. The fourth quarter experienced rising investment volumes, up 27% from the third quarter of 2012, but volumes remained well below the comparable period in 2011.

Funding for companies in the EMEA and APAC regions dropped 66% and 77%, respectively. The total number of investments in Sustainable Infrastructure dropped to 57 from 109 in 2011 and 93 in 2010. Wanxiang’s $420 million equity investment into GreatPoint Energy, the US-based coal gasification company, was the largest private Sustainable Infrastructure investment in 2012.

The solar sector continued to receive investor interest, accounting for over 15% of total equity raised in 2012. However, more than one third of the money raised by solar companies was raised in SolarCity’s pre-IPO financing round.

The advanced transport and biofuels sub-sectors also received strong investment support in 2012, which cumulatively accounted for 22% of the total private equity capital raised. Fisker Automotive was the largest recipient of capital in the advanced transport sector, receiving over $340 million from two separate raises. Sapphire Energy attracted the most private equity capital in the biofuels sector, raising $140

million. Six other advanced transport and biofuels companies — Protean, CODA Automotive, Joule Unlimited, Lanzatech, Renmatix, and Better Place — raised $50 million or more in 2012.

While traditional VCs have pulled back, we have begun to see more non-traditional investors such as family offices step in to meet the growth capital funding needs of Sustainable Infrastructure companies.

Private Placement Activity by Geography ($ in millions)

North America Central & South AmericaEMEA APAC

2009 2010 2011 2012$0

$2,000

$4,000

$6,000

$8,000

$10,000

71.7%

30.9%

(43.5%)

$4,080

$7,006

$9,170

$5,182

Private Placement Activity

Private Placements Total Equity Raised by Sub-Sector

2010 2011 2012

Adv. Transport & Biofuels

22%

Solar 15%

IPP 9%

Waste Services

10% Biomass & Waste

4%

Wind 5%

Smart Grid 3%

Bio-Chemicals 5%

Other 27% Adv. Transport

& Biofuels

27%

Solar 25%

Waste Services 3%

Biomass & Waste

2%

Wind 11%

Smart Grid 9%

Other 23%

Adv. Transport & Biofuels

14%

Solar 24%

IPP 13%

Waste Services 5%

Biomass & Waste

5%

Wind 8% Wind

5%

Smart Grid 3%

Bio-Chemicals 3%

Other 25%

Source: BNEF, Capital IQ, and Cleantech Group

Source: BNEF, Capital IQ, and Cleantech Group

26 GCA

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The global equity markets demonstrated resilience in 2012 and concluded the year on a positive note. The MSCI World Index was in positive territory for nearly the entire year, with the exception of a brief dip into negative territory in late spring. Early gains for the year contended with the continuing European debt saga, concerns over slowing growth in China, and the US Presidential election and fiscal cliff debate. Despite

the strong performance for the broader indices, Sustainable Infrastructure stocks did not fare nearly as well, but performance did improve relative to 2011, when the sector lost approximately a third of its total value.

Focusing on pure-play Sustainable Infrastructure stocks, the universe returned -4% in 2012, underperforming the MSCI World Index by approximately 1,700 basis points.

Public Market Performance

In the aforementioned GCA Sustainable Infrastructure index, we break the index into seven subdivisions: (1) Solar, (2) Wind, (3) Biofuels and Transportation, (4) Energy Storage and Smart Grid, (5) Water and Environmental Services, (6) Sustainable Independent Power Producers (IPPs) and Power Generation, and (7) Lighting and Materials. The best performing subdivision was Water and Environmental Services, which returned 22% during 2012, followed by Lighting and Materials with an 8% gain. Similarly to 2011, Solar and Wind were the worst performing sectors with losses of 16% and 32%, respectively.

Cleantech Sub-Sector2012 Stock Price Performance

Water & Environmental Services 21.7%

Lighting & Materials 8.0%

Energy Storage & Smart Grid 1.9%

Biofuels & Transport (7.4%)

IPPs & Power Generation (12.5%)

Solar (16.1%)

Wind (32.3%)

Source: Factset, GCA. GCA Sustainable Infrastructure Index is market capitalization weighted

2012 Sustainable Infrastructure Stock Performance (Indexed to 12/31/11)

2012 Sustainable Infrastructure Stock Performance by Sub-Sector

80

113%

96%

85

90

95

100

105

110

115

120

Dec-11 Mar-12 Jun-12 Sep-12 Dec-12

GCA Sustainable Infrastructure Index MSCI World

17%

Source: Factset, GCA. GCA Sustainable Infrastructure Index is market capitalization weighted

272012 Annual Report

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With several years of poor returns for Sustainable Infrastructure stocks and IPOs of Sustainable Infrastructure companies, investor appetite for new IPOs has been very limited. As a result, 2012 was a terrible year for Sustainable Infrastructure IPO volumes globally, with total volume falling 62% relative to 2011 and dropping significantly below volumes during the heart of the financial crisis in 2009. Only 12 IPOs of more than $30 million were completed in 2012, which was the lowest total over the past four years.

IPO Activity by Geography ($ in millions)

Geographically, Asia accounted for 70% of IPO transaction volume in 2012, while North America and EMEA each accounted for 15%. Asia continued to dominate IPO activity in 2012, despite the fears of slowing growth in China, but did decline nearly 70% relative to 2011. North American transaction volume declined 43%, while EMEA declined only 16% year-over-year.

With only 12 IPOs completed in 2012, the fall-off becomes more apparent when looking at the number of issuances in 1H 2012 versus 2H 2012. Ten of the 12 transactions were competed in 1H, while only two were completed in 2H (both in 4Q 2012). 3Q 2012 was the first quarter without a single Sustainable Infrastructure IPO globally in GCA’s existence.

Beyond the drop in the number of transactions completed, the average offering size has dropped substantially as well. The average new equity issued was $171 million in 2012, compared to $258 million in 2011 and $370 million in 2009. The lack of investor demand for IPOs in the sector has led to a decrease in the number of offerings and the amount issued per offering. In several instances, existing private investors were forced to purchase a portion of the IPO to ensure there was sufficient demand.

Like the broader stock performance of Sustainable Infrastructure companies, the performance of IPOs in this sector was also quite disappointing in 2012. Of the 12 completed transactions, only one (SolarCity) closed the year higher than its offering price. On average, Sustainable Infrastructure IPOs lost 25% of their value by the end of the first calendar year in which they began trading.

The IPO backlog was grim, as most companies were unable to achieve successful listings and instead proceeded to withdraw their registration statements. Seven IPOs were withdrawn in 2012 and all of the outstanding registration statements were filed in 2011. Given the extended time frame in which these registration statements have been outstanding, it appears unlikely that these deals will be completed.

IPO Activity

$0

$3,000

$6,000

$9,000

$12,000

$15,000

North America Central & South AmericaEMEA APAC

2009 2010 2011 2012

114.6% (57.4%)

(62.2%)

$5,918

$12,705

$5,416

$2,047

Source: BNEF, Cleantech Group

28 GCA

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2012 IPO Activity by Deal ($ in millions, except otherwise noted)

Pricing Date

Issuer Sector Exchange Deal  Value

Market  Cap

Offer Price ($/share)

Aftermarket (%) Dec-31

12/12/12 SolarCity Corp. Solar NASDAQ $105 $1,021 $8.00 49.1%

10/18/12 Borregaard ASA Bio-Chemicals Oslo $303 $398 $21.00 (1.0%)

06/28/12 Huadian Fuxin Energy Corp., Ltd. Wind Shanghai $345 $1,747 $0.21 (8.8%)

06/28/12 Top Resource Conservation Engineering Co., Ltd.Manufacturing/ Industrial/EPC

Shenzhen $102 $559 $1.29 (12.2%)

06/01/12 HC SemiTek Corp. Lighting Shenzhen $157 $391 $3.14 (42.4%)

05/21/12 Jiangsu Sunrain Solar Energy Co., Ltd. Solar Shanghai $339 $1,038 $3.40 (23.2%)

05/11/12 Shenzhen Jiawei Photovoltaic Lighting Co., Ltd. Solar Shenzhen $61 $174 $1.74 (43.8%)

05/11/12 Zhejiang Jingsheng Mechanical & Electrical Co., Ltd. Solar Shenzhen $174 $605 $5.23 (24.7%)

04/11/12 Xi'An Longi Silicon Materials Co., Ltd. Solar Shanghai $249 $816 $3.33 (38.0%)

03/29/12 Enphase Energy, Inc. Solar NASDAQ $61 $157 $6.00 (39.2%)

02/22/12 Ceres, Inc. Biofuels NASDAQ $74 $110 $13.00 (69.3%)

01/18/12 Renewable Energy Group, Inc. Biofuels NASDAQ $72 $192 $10.00 (41.4%)

Total / Average $2,047 $601 (24.6%)

“With limited access to the IPO market, growth companies across the Sustainable Infrastructure space need to find new sources of capital, and new markets, to take their business models forward.”

– Robert Schultz, Partner

Source: BNEF, Cleantech Group

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30 GCA

“Sustainability is a requirement for long-term growth and profitability.”

– Olav Junttila, Partner

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312012 Annual Report

Certified B CorporationOur mission is to transform how the world does business and that is why we have joined the B Corp community. B Corp companies use the power of business to solve social and environmental problems. What this means for our clients is that not only are we saying that we are striving for a common goal of global sustainability, but that we are proving it as well.

Greentech Capital Advisors was named on the 2013 B Corp Best for the World list.

The Three-Pronged PlanThrough our advisory work, GCA is helping the world transition to a cleaner, more sustainable, and more resource-efficient future. In keeping with that mission, we have chosen to operate our business in a manner that reduces our environmental impact. Our sustainability initiative focuses on a three-pronged approach. >

Carbon Reduction

By doing the small things, we can make a big difference. Our carbon reduction strategy centers around the little things that add up to big carbon savings.

• Locating our New York office in a LEED-certified building

• Hosting our website from a 100% solar-powered service

• Using hybrid taxis, rental cars, and car services

• Videoconferencing instead of air travel

• Using recycled paper, double-sided printing, and paperless presentations

• Printing business cards on recycled card stock

• Recycling paper, cans, and bottles

• Turning out the lights at the end of each day

Carbon Offsets

GCA is a carbon-neutral company. We have partnered with First Climate to quantify the size of our carbon footprint and purchase Certified Emission Reductions to offset our emissions.

Charitable Giving

Each year our employees direct a percentage of the firm’s profits to global charities that promote sustainable development. In 2012, GCA supported a number of charities all over the world, including the Youth Renewal Fund and Heifer International. The Youth Renewal Fund provides supplemental education to underprivileged children in Israel. Heifer International works with communities around the world to end hunger and poverty and teach communities how to improve their nutrition and generate income in sustainable ways. In 2012, GCA gave the gift of clean water.

Social and Environmental Responsibility

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