Excelsior Renewable Energy Management Company L.P. (the “Adviser”), a Delaware limited
partnership formed in July 2017 is an investment advisory firm with its headquarters in Excelsior,
Minnesota. The Adviser is also known as Excelsior Energy Capital. The Adviser is led and managed
by Christopher Moakley, Anne Marie Denman, Alexander Ellis, and Ryan Fegley (the “Founding
Partners” or “Principals”).
The Adviser is a private equity firm and invests in renewable energy projects in North America
that often require tax equity investments to invest alongside the project. The Adviser provides
investment advisory, management and other services on a discretionary basis to private investment
funds (each a “Fund” or “Client”, and collectively, the “Funds” or “Clients”), for sophisticated,
qualified investors (“Investors” or “Limited Partners”).
The general partner or equivalent of each Fund is, or will be, an affiliate of the Adviser (each
a “General Partner”). Each General Partner is, or will be, subject to the Investment Advisers Act of
1940, as amended (the “Advisers Act”) pursuant to the Adviser’s registration in accordance with SEC
guidance. This Brochure also describes the business practices of the General Partners, which operate
as a single advisory business together with the Adviser. The Governing Documents (defined below) of
each Client may also provide for the establishment of parallel or other alternative investment vehicles
in certain circumstances. Investors may participate in such vehicles for the purposes of certain
investments, and if formed, such vehicles would also become Clients of the Adviser. In this Brochure,
because it is uncertain whether such additional parallel or alternative investment vehicles will be
classified as Clients of the Adviser, when we refer to a Fund or Client, we are also referring to such
additional parallel or alternative investment vehicles, if any.
The Funds are structured as private equity funds that invest through negotiated transactions in
renewable energy projects and related tax equity investments. The private equity funds that invest
through renewable energy projects will be referred to as the “Renewables Funds”. The Adviser’s
investment advisory services to the Funds consist of identifying and evaluating investment
opportunities, negotiating the terms of investments, managing and monitoring investments and
achieving dispositions for such investments. The Funds invest in equity in wind and solar power plants
and related assets in the United States and Canada with stable, long-term contracted cash flows which
the Adviser believes will deliver attractive risk-adjusted returns. The Funds target local markets (e.g.,
counties, towns), U.S. states and Canadian provinces and regional power markets which enjoy a strong
rule of law, clear regulatory regimes and market structures. The Adviser seeks to develop a
geographically diverse portfolio of projects across the U.S. and Canada to appropriately manage
concentration risk for the Funds. In addition to geographic diversification, the Adviser seeks to
diversify around other investment features such as cash flow profiles, majority versus minority
ownership, project-level counterparties or offtakers of plants’ power and other products and
technologies. The Adviser principally is focused on majority ownership positions but may selectively
invest in passive minority positions alongside established partners and with the right controls and
governance.
The Adviser’s advisory services to the Funds are detailed in the applicable private placement
memoranda or
other offering documents, investment management agreements, limited partnership or
other operating agreements (each, a “Partnership Agreement”), subscription agreements or similar
governing documents (collectively, referred to as the “Governing Documents”), and are further
described below under “Item 8. Methods of Analysis, Investment Strategies and Risk of Loss.” While
it is anticipated that each of its Clients will follow the strategy described above, the Adviser may tailor
the specific advisory services with respect to each Client to the individual investment strategy of that
Client. In addition, the Governing Documents of Clients may, in certain limited circumstances, impose
restrictions on investing in certain securities or types of securities, for example in connection with
regulatory or compliance reasons.
Investors in the Funds participate in the overall investment program for the applicable Fund
but may be excused from a particular investment due to legal, regulatory or other agreed-upon
circumstances pursuant to the relevant Governing Documents. The Funds and the General Partners
have, and may in the future, entered into side letters or other similar agreements (“Side Letters”) with
certain Investors that have the effect of establishing rights under, or altering or supplementing the terms
(including economic or other terms) of, the relevant Governing Documents with respect to such
Investors. See also “Side Letters” under Item 8. below.
Additionally, from time to time and as permitted by the relevant Governing Documents, the
Adviser expects to provide (or to agree to provide) co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to Limited Partners, third party co-investors, other
Clients or any of their respective affiliates (including, without limitation, one or more
successor funds) (“Other Clients”) and/or one or more accounts maintained for the benefit of
the Adviser, the Principals, or one or more of their respective affiliates (“Principal Accounts”);
provided, however, that any co- investment by any General Partner, any Other Clients or any
Principal Accounts not otherwise permitted pursuant to the Governing Documents shall be subject to
the prior approval of the Limited Partner advisory committee (“LP Advisory Committee”); and
provided further, that any co-investment in any entity by any co-investor shall be made and divested at
the same time and upon substantially identical terms and conditions as the investment in such entity
by the Renewables Funds, except to the extent that the General Partner, relying on advice from
counsel to the General Partner or the Renewables Funds, determines that it is necessary for legal,
tax or regulatory reasons for such divestment to be undertaken on different terms and conditions. The
Adviser and its affiliates must act in a manner that they consider to be fair, reasonable and equitable in
allocating investment opportunities between and among the applicable Renewables Fund and any co-
investors. In particular, the Adviser and its affiliates intend to provide the Renewables Funds with
first priority allocation of each investment opportunity that the Adviser determines is consistent with
the underwriting criteria up to the full amount of its Renewable fund share as is set forth in the
Partnership Agreement. Except as provided in the Governing Documents, no Limited Partner has the
right to participate in any co-investment opportunities.
As of December 31, 2023, the Adviser manages approximately $1,306,786,222 in Client assets
on a discretionary basis through the Funds.