EFTA01417682.pdf

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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 D
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