IDCM advised Enpal on the sale of 90% of two of its largest existing portfolios consisting of 60,000 residential PV systems, 55,000 battery Storage systems and 30,000 EV charging units. The sale is the first of its kind at this scale and represents the largest residential PV system AssetCo portfolio sale in Europe.

IDCM played a significant role in updating the four financial models having previously built three of them during debt mandates.

Given IDCM’s previous involvement, IDCM played an important role in negotiating Change of Control with junior lenders and agreeing on new repayment terms.

A consortium of Equitix and Keppel Infrastructure Trust acquired the majority stake in the portfolio at an enterprise value of €1.6 billion.

€101m Term Loan and €17m VAT Facility

IDCM was mandated by Peridot Solar to structure and arrange a financing that could be used to finance the construction and operation of a C.180MW portfolio of ground mounted solar assets located in Italy, that would be underpinned solely by merchant revenues, a first such transaction to be contemplated in the Italian market.

IDCM helped engage and worked closely with third-party advisors, built a financial model and produced a detailed IM, that included extensive analysis of the Italian market and power prices.

A competitive process was run, where IDCM approached both institutional investors and banks. Central to the process was the Sponsor wanted to maximise day one leverage whilst maintaining flexibility on terms of prepayment and/or the sale of assets within the portfolio.

After a rigorous term sheet negotiation process with short listed lenders, a single lender was selected. IDCM then worked with all third-party advisors to close the transaction and satisfy all CP’s in a timely manner to allow funds to be deployed.

Buy Side Adviser

Co-advised a consortium of Swiss Life Asset Managers and Schroders Greencoat on the acquisition of Equans’ UK district heating and cooling network activities for an enterprise value of £260m. Sole debt adviser on the implementation of a £75m Capex Facility and a £25m RCF.

IDCM were central to the transaction process, helping with the engagement of, and working closely with third party advisors. We helped negotiate a complex carveout which required waiving multiple CoC clauses and the migration of existing PCGs. Following signing of the SPA, IDCM was responsible for advising on a Capex Facility, RCF and LC’s. This involved amending the equity model and running a competitive process with lenders to enable the Consortium to achieve the most competitive terms.

IDCM introduced the opportunity to Swiss Life Asset Managers and Schroders Greencoat. IDCM provided valuable bid tactics advice which helped the Sponsors to secure an exclusivity agreement prior to the binding bid date.

IDCM conducted thorough reviews of the vendor’s and buy-side due diligence reports, using our experience to challenge advisors’ assumptions and maximise value for the Consortium.

IDCM helped facilitate the timely resolution of key issues to meet the closing timetable.

€20m Term Loan and €30m Letter of Credit

Advised abrdn on the refinancing of their c.20% stake in Noordgastransport B.V (“NGT”), a gas processing plant and network of gas pipelines on the Dutch Continental Shelf.

IDCM managed the process with the Reserve Consultant, to establish bankable volume forecasts, focussing on existing Producing and Near-Term Development volumes.

IDCM adapted an existing internal abrdn model and converted it to a fully audited and bankable transaction financial model.

In spite of challenging market conditions, including lender ESG realignment away from hydrocarbon assets, as well as reputational and sanction concerns due to partial Russian ownership of certain gas fields that use the pipeline in the wake of the Ukraine conflict, IDCM was able to identify potential lenders with appetite for the transaction.

In addition, IDCM also managed the full prepayment and swap breakage of existing senior and junior debt facilities.

To minimise trapped cash at the borrower level, IDCM successfully negotiated the inclusion of a DSRF, rather than a DSRA. The lender also provided a €30m LC which was necessary to allow upstreaming of cash to the Shareholder.

£75,000,000 Senior Secured Fixed Rate Notes

IDCM arranged a £75 million Private Placement with an initial drawdown of £37 million and a delayed drawdown of £38 million. The notes were bought by two UK insurance companies.

This transaction marked Impact’s debut in the institutional debt market and is secured on a diversified portfolio of care home assets on long term operating leases, with the benefit of a corporate guarantee. We structured the transaction to the borrower’s current and future needs allowing them to lock into historically low rates while raising both cash for existing assets and for a pipeline of acquisitions that had an uncertain timeline.

Given the long-dated nature of the borrowing (14 years), we sought to ‘future proof’ the financing and included a feature that enables the security package to fall away in due course once certain pre agreed criteria are met.

£50,000,000 Senior Secured Fixed Rate Term Loan due 2032

IDCM were mandated by Target to arrange a £50m 12 year Term Loan, secured on a pool of modern purpose built care homes in the UK. We were pleased to have concluded this refinancing in what is generally seen as a “difficult” sector with a chequered past, in which highly levered operators and conservatively geared landlords, such as Target, are all too often tarred with the same brush.

A single institutional investor provided the funds for what, we believe, was the first long dated institutional corporate (non CMBS) debt transaction for a landlord in the Care Home sector.

IDCM worked closely with potential investors to help them appreciate the difference between the landlord and operator model. We carefully structured the transaction to allow Target sufficient operational flexibility.

€75,000,000 Senior Secured Fixed Rate Notes + €75,000,000 Shelf Facility

Following a number of successful prior engagements to raise Euro and Sterling denominate debt for PHP in the private placements market, IDCM acted as the arranger of another 12 year, Euro denominated private placement. This transaction consisted of an initial issue of €75m of notes, and a €75m shelf facility.

While the debt was drawn in Euros, the collateral for the transaction consisted of UK based primary care centres. Testament to our ability to find pragmatic solutions, IDCM negotiated a unique tailor-made due diligence approach where title insurance was obtained for a number of properties in the collateral pool alongside traditional CoTs for a number of others, saving PHP time and money.  In addition, we agreed that the CoT’s could be delivered as a condition subsequent rather than a condition precedent.

£200,000,000 Senior Unsecured Fixed Rate Notes

We raised £200 million unsecured debut private placement for Northumberland Estates. Through various trusts and companies, the Duke of Northumberland owns a very diverse commercial and residential property portfolio, including Alnwick Castle, as well as a house builder and many acres of forests (including a sawmill), livestock and prime arable farmland, acquired over some 1,000 years.

The transaction was put in place to refinance a number of smaller non-recourse, secured short term bank facilities on an unsecured basis and for a significantly longer term, in keeping with the Estate’s objectives. The transaction was split across two borrowers and a number of maturities ranging between 20 – 43 years to suit both the Estate and the US and UK based insurance companies that bought the notes.