ECP Fund Managers
Energy Capital Partners Management, LP (“ECP Management”) is a Delaware limited
partnership and registered investment adviser that began operations in April 2005. ECP
Management and its affiliated registered investment advisers (as described in Item 10 “Other
Financial Industry Activities and Affiliations” below, together with ECP Management, the
“Advisers” and, collectively, with their affiliated entities, “ECP”) provide investment advisory
services to ECP’s private fund clients. Each Adviser, other than ECP Management, is registered
in accordance with SEC guidance under the Advisers Act.
The Advisers’ clients include Fund III (defined below), Fund IV (defined below), Fund V
(defined below), the Mezzanine Fund (defined below), Credit Solutions II (defined below),
Renewable Power Fund Plus, LP (“RPF+”), ECP ETO (defined below), TG Growth Fund (defined
below), Calpine CF (defined below, and together with Fund III, Fund IV, Fund V, the Mezzanine
Fund, RPF+, ECP ETO, TG Growth Fund, and Credit Solutions II, each a “Fund” and,
collectively, the “Funds” and, together with any future private fund client managed by ECP, the
“ECP Advised Funds”). The ECP Advised Funds are managed by ECP Management or its relying
adviser. Additionally, as further described in Item 11 “Participation or Interest in Client
Transactions,” the Advisers have provided and will continue to provide (or agree to provide)
certain investors or other persons the opportunity to participate in co-invest vehicles (each a “Co-
Invest Fund”) that will invest in certain portfolio companies alongside a Fund. Unless otherwise
noted, references throughout this Brochure to “ECP Advised Fund” or “ECP Advised Funds” are
generally intended to include the Co-Invest Funds.
The Advisers are generally operated as a single advisory business and are managed by a
board of partners whose members are Douglas Kimmelman, Peter Labbat, Tyler Reeder, Andrew
Singer and Rahman D’Argenio (collectively, the “ECP Partners”). In addition, investment funds
affiliated with Blue Owl Capital (“Blue Owl”) and Sumitomo Mitsui Trust Bank, Limited
(“SMTB” and together with Blue Owl, the “Passive Partners”) hold an indirect passive minority
right to certain cash flows in ECP Management and the general partners of the Funds. The Passive
Partners have no authority over the day-to-day operations or investment decisions of the Advisers
or the Funds, although each of the Passive Partners does have certain customary minority
protection consent rights.
The Advisers’ investment advisory services to the ECP Advised Funds include sourcing,
evaluating, negotiating, overseeing, managing and disposing of investments in the energy industry.
ECP tailors its advisory services in accordance with each Fund’s investment strategy as disclosed
in such Fund’s offering documents. Further specific details of the Advisers’ advisory services are
set forth in an ECP Advised Fund’s respective private placement memoranda, management
agreements and partnership and subscription agreements (collectively, the “Fund Documents”)
and are further described below in Item 8, “Methods of Analysis, Investment Strategies and Risk
of Loss.”
ECP ADVISED FUNDS
As used in this Brochure:
• Fund III consists of Energy Capital Partners III, LP along with any related parallel
vehicles, feeder vehicles and alternative investment vehicles (collectively, “Fund
III”).
• Fund IV consists of Energy Capital Partners IV-A, LP along with any related
parallel vehicles, feeder vehicles and alternative investment vehicles (collectively,
“Fund IV”).
• Fund V consists of ECP V, LP along with any related parallel vehicles, feeder
vehicles and alternative investment vehicles (collectively “Fund V”).
• ECP ETO consists of ECP Energy Transition Opportunities Fund, LP along with
any related parallel vehicles, feeder vehicles and alternative investment vehicles
(collectively, “ECP ETO”).
• TG Growth Fund consists of ECP Terra-Gen Growth Fund, LP along with any
related parallel vehicles, feeder vehicles and alternative investment vehicles
(collectively, the “TG Growth Fund”).
• Calpine CF consists
of ECP Calpine Continuation Fund, LP along with any related
parallel vehicles, feeder vehicles and alternative investment vehicles (collectively,
the “Calpine CF” and, together with, Fund III, Fund IV, Fund V, TG Growth Fund
and ECP ETO, the “Equity Funds”).
• Mezzanine Fund consists of Energy Capital Partners Mezzanine Opportunities
Fund, LP along with any related parallel vehicles, feeder vehicles and alternative
investment vehicles (collectively, the “Mezzanine Fund”).
• Credit Solutions II consists of Energy Capital Partners Credit Solutions II-A, LP
along with any related parallel vehicles, feeder vehicles and alternative investment
vehicles, (collectively, “Credit Solutions II” and, together with the Mezzanine
Fund, the “Credit Funds”).
Investors in the ECP Advised Funds participate in the overall investment program for the
applicable Fund but could be excused from a particular investment due to legal, regulatory, or
other applicable constraints. Co-Invest Funds will be formed to co-invest alongside the main Funds
(as described above) in certain portfolio companies. The Advisers have offered and may in the
future offer certain investors or other persons (including rolling sellers and portfolio company
personnel, among others) the opportunity to invest directly in a portfolio company. The Advisers
have sole discretion in offering such investment opportunities (through a Co-Invest Fund or
otherwise), and such investment opportunities typically will be offered to some and not to other
Fund or third-party investors. In circumstances where an entire investment could be made by a
Fund, the Advisers are permitted to allocate a portion of such investment to one or more Co-Invest
Funds or other investors in accordance with the applicable Fund Documents and the Advisers’
allocation policy. Additionally, the Advisers have entered into, and will in the future enter into,
fund-of-one or other separately managed account-type arrangements (any such vehicles, including
without limitation RPF+, the “Tailored Vehicles”). Such arrangements generally are tailored to a
specific investor or group of investors and typically are expected to target different investment
returns and/or different or narrower investment strategies than those pursued by the Equity Funds
or the Credit Funds and are also generally managed on a non-discretionary basis. The Tailored
Vehicles are permitted to also invest in different parts of the capital structure than the Equity Funds
or the Credit Funds or hold minority positions in portfolio companies.
The Advisers have entered, and may in the future enter, into side letters or other similar
agreements with certain investors that have the effect of establishing rights under, supplementing,
or altering a Fund’s partnership agreement or an investor’s subscription agreement. Such rights or
alterations could be regarding economic terms, fee structures, excuse rights, information rights,
investment limitations, co-investment rights (including the provision of stated co-invest
opportunities or priority allocation rights to, for example, limited partners who have capital
commitments in excess of certain thresholds to one or more ECP Advised Funds), or transfer
rights, among others. For the most part, any rights established, or any terms altered or
supplemented will govern only the investment of the specific investor and not the terms of a Fund
as whole. Certain such additional rights but not all rights, terms or conditions may be elected by
certain sizeable investors with “most favored nations” rights pursuant to a Fund’s limited
partnership agreement. In addition, the Advisers generally make such side letters relating to a
particular Fund available to all limited partners of such Fund.
The information provided above about the investment advisory services provided by the
Advisers is qualified in its entirety by reference to the Fund Documents of the ECP Advised
Funds.
As of April 29, 2024, the Advisers managed approximately $19,435,000,000 in client
assets on a discretionary basis and approximately $419,000,000 in client assets on a non-
discretionary basis. Since inception, the Advisers have raised over $29 billion in capital
commitments.