A. Business Overview
Quinbrook Infrastructure Partners LLC (the “Firm”) is a Delaware limited liability company formed on
14th March 2016, as part of the Quinbrook group (“Quinbrook” or the “Group”). The sole member is
Quinbrook Infrastructure Partners (Jersey) Limited (the “Manager”), a Jersey registered limited
company (registered number 121767) which is regulated by the Jersey Financial Services Commission
(the “JFSC”) as a Fund Services Business class U. The Manager is ultimately beneficially owned by
Messrs. David Scaysbrook (50%) and Rory Quinlan (50%) (together the “Founders”) who together
form the Board of Managers of the Firm.
The Manager has been appointed as an Investment Manager by Quinbrook Infrastructure Partners
(GP1) Limited (the “GP1”), a Jersey limited company (registered number 121416) regulated by the
JFSC as a Fund Services Business class ZJ, in its capacity as the general partner of the Quinbrook Low
Carbon Power LP and Quinbrook Low Carbon Power Parallel Fund (US) LP ( together the “LCPF”) as
well as US Wind Co-Investment Partners LP (“Wind Co-Invest”), UK Gas Co-Investment Partners LP
(“Gas Co-Invest”) together the “LCPF Co-investment Funds” and certain co-investment capital as yet
unallocated to a specific vehicle.
The Manager has also been appointed by Quinbrook Infrastructure Partners (GP2) Limited (“GP2”)
as an Investment Manager to a 100% UK-focussed private fund, the Quinbrook Renewables Impact
Fund (“QRIF”).
The Manager has also been appointed by Quinbrook Infrastructure Partners (GP3) Limited (“GP3”)
as an Investment Manager to Quinbrook Infrastructure Partners III-A - Net Zero Power LP (“NZP A”),
Quinbrook Infrastructure Partners III-B - Net Zero Power LP (“NZP B”), Quinbrook Infrastructure
Partners III-C - Net Zero Power LP (“NZP C”), Quinbrook Infrastructure Partners III – Net Zero Power
Fund LP SCSp (“NZP Lux”), Quinbrook (QNZPF) US Co-Investment SCSp (“CIV Lux”), Quinbrook
(QNZPF) US Co-Investment (A) LP (“CIV-A”), Quinbrook (QNZPF) US Co-Investment (B) LP (“CIV-B”)
and Quinbrook (QNZPF) US Co-Investment (D) LP (“CIV-D”) together being the “Net Zero Power Fund”
(“NZPF”). LCPF, the LCPF Co-Investment Funds, QRIF and NZPF together are each a “Fund” and
referred to together as the “Funds”. The Manager is a specialist ‘value add’ investment manager that
originates, acquires, constructs, operates and manages, direct investments in low carbon and
renewable energy infrastructure assets and businesses, particularly those which support the global
transition to Net Zero energy.
B. Advisory Services
The Firm provides investment advisory services to the Manager in respect of the Funds, which fall
into four main categories discussed in more detail below. The Manager (an Exempt Reporting
Adviser) receives investment advice not only from the Firm, but also from two other Exempt
Reporting Advisers (together with the Firm “the Advisers”), namely Quinbrook Infrastructure
Partners Limited based in the UK and Quinbrook Infrastructure Partners Pty Limited based in
Australia. The Advisers each employ small teams of people with responsibilities across deal
origination, asset management, administration, compliance, and investor relations. The Advisers all
perform similar functions, although with different emphases, across the following four categories:
i. Sourcing, analysing and recommending investments or exits
The Advisers provide origination and analysis services regarding relevant assets and
businesses in the target jurisdictions of the Manager’s strategy. The Firm focuses specifically
on origination and evaluation of assets in the USA, but its scope of services is not limited to
this jurisdiction. The Firm employs personnel with extensive experience in the renewable
energy industry, as well as expertise in financial modelling and analysis. The Manager seeks
to
make primarily control investments in lower carbon and renewable power infrastructure
assets and businesses primarily in the United States of America, the United Kingdom and
Australia. It targets both pre-construction project opportunities as well as distressed
operating assets which offer turnaround potential, but it will not consider marine/tidal,
ethanol, waste to energy, or technology businesses. The Firm will present a recommendation
paper to the Manager’s Investment Committee for each investment transaction proposed.
The board of the Manager makes all investment decisions, as well as the decision to allocate
portions of individual assets for co-investment.
ii. Facilitating or executing transactions
Should any investment recommendation from any Adviser be accepted by the Manager, the
resources of any of the three Advisers can be deployed to facilitate the purchase or
divestment, and manage the transaction. As previously discussed, the Firm is primarily
focussed on proposed investments within the USA, where the Manager benefits from the
Firm’s specific geographic expertise and contacts, as well as the familiarity of the Firm’s
employees with the asset to deliver the best outcomes it can.
iii. Asset Management and Oversight
Once an asset has been acquired for a Fund’s portfolio, the Advisers assist in the oversight
of the asset management processes, in particular the day-to-day operation of the acquired
business or asset. The Firm’s location in the USA makes it particularly suited to assist in the
management of assets located within the USA, but the teams of any Adviser may be called
upon to assist where there is specific technological or industrial expertise in another team
but the services are provided to the Manager and not to the other Advisers and so no
recharge or separate engagement is required.
iv. Marketing the Fund
The Manager is responsible for investor relations, with support in varying degrees from the
Advisers. The Firm lends support to marketing efforts through its network of contacts which
do include some potential investors, but primarily through presentation of due diligence
materials. Since December 31, 2021 the Manager has appointed an affiliated entity,
Quinbrook Capital Partners LLC (“QCP”) to take over the investor relations and capital
formation activities in relation to the Funds once fully registered with the SEC and the state
registration boards as a Broker/Dealer.
C. Tailoring of Advisory Services
The Firm was initially appointed by the Manager to support its marketing efforts in the United States.
As such, the Firm has developed relationships with several US institutional investors. Any investor
making a commitment to a Fund is typically offered the opportunity to also commit an equivalent
amount to co-investment opportunities, through vehicles established and controlled by the
Manager.
The Firm tailors its investment advice to the investment strategies of the Funds. The Manager has
the power to enter into side letters with investors, which may waive or reduce fees, grant enhanced
transparency, or require consultation before certain structural changes are contemplated.
As noted above, since 31 December 2021, the Manager has appointed an affiliated entity, QCP, which
will take over these investor-related activities when fully registered with the SEC and the state
registration boards as a Broker/Dealer.
As of 31 December 2023, the Manager has discretion over c.USD 4.3bn of commitments, with c.USD 1,047m
of capital currently deployed in the USA which the Firm has facilitated. 42% of the LCPF portfolio is located
in the US, and 100% of the Wind Co-Invest portfolio consists of US assets. NZPF also has a global strategy,
with >70% of NZP A, NZP B, NZP C and NZP Lux expected to be deployed into the US. CIV A, CIV B, CIV D and
CIV Lux are 100% US-focussed.