INFRASTRUCTURE INVESTOR

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1 infrastructureinvestor.com FOR THE WORLD S INFRASTRUCTURE MARKETS INFRASTRUCTURE INVESTOR 30

2 a n a l y s i s Rise and rise of the independent funds The evolution from the bank-affiliated fund model to the independent model continues apace in this year s II 30 ranking of the asset class s 30 largest investors. Meanwhile, pension fund appetite appears to be waning. Andy Thomson reports Over the first two years in which we ran the Infrastructure Investor 30 (II 30) our proprietary ranking of the world s 30 largest investors in the infrastructure asset class (see p.26 for our methodology) a sharp battle has been fought between bank-affiliated funds and independent funds over the most dominant form of investment in the asset class. In this, the third year, the battle appears to have been decisively won by the independents. In the first year of the II 30 in 2010, the bank-affiliated funds were just ahead, accounting for $48.6 billion of infrastructure capital raised over the qualifying five-year period, compared with $47.9 billion for independent funds. Last year, we pondered whether a changing of the guard was being witnessed as the independents pulled slightly ahead, by the small margin of $54.9 billion to $54.3 billion. In 2012 with the qualifying period for funds raised running from 1 January 2007 to 30 April 2012 the independent funds have stretched further away from the bank-affiliated funds, with $60.56 billion raised by the former and $54.69 billion by the latter. BENIGN FUNDRAISING The figures are interesting because they reflect the evolution of the asset class. In the early days, it came to be dominated by the investment banks, which raised private equity-style funds and applied private equity-style techniques to infrastructure assets. In the years prior to the collapse of Lehman Brothers, it was possible for the banks to raise very large funds in what was a benign fundraising market. The likes of Australia s Macquarie Bank and the now-defunct Babcock & Brown, as well as US giants such as Goldman Sachs and Morgan Stanley, were the industry s big beasts. But with the onset of the global economic and financial crisis came a shift to more conservative financing techniques as well as structural and regulatory obstacles which have dissuaded or prevented banks from committing large amounts of risk capital. This has led to a diminishing supply of capital for the bank-affiliated funds as well as the spinning out of many of these funds management teams to form new, independent fund managers witness the emergence of Arcus Infrastructure Partners and SteelRiver Infrastructure Partners from Babcock & Brown, for example (both of which now feature in the II 30 ranking). This year s II 30 underlines that these independent funds are now the recipients of the bulk of the capital being committed to the infrastructure asset class. Moreover, this trend is only likely to be exacerbated in future rankings as the infrastructure fundraising boom years (when the bank funds were in their pomp) continue to be removed from the rolling five-year qualification period. With capital raised in 2006 being deducted from this year s qualifying period, Macquarie Infrastructure and Real Assets dominant position at the top of the table has been scaled back by a material margin its total falling from $31.83 billion last year to $23.72 billion (though it still boasts around double the capital of closest rival Brookfield Asset Management). Meanwhile, a dramatic fall down the rankings for Goldman Sachs, from 2nd last year to 17th this year, may be attributed to the loss from its five-year total of the $6.5 billion fund it closed in Nor is the trend we have identified likely to be arrested 2007 and 2008 were years in which the bank funds continued to raise large amounts of capital, but they will disappear from the five-year qualifying period over the next couple of years. Of course, the point should be made that very few firms have had it easy on the fundraising trail in the post-crisis period just because you re an independent fund, it does not guarantee you the unwavering support of the limited partner community in tough times like these. The difficulty of fundraising recently is highlighted by the fact that the total amount of five-year capital accounted for by the II 30 this year is $171.5 billion, compared with $183.1 billion at the same time last year. But those which do benefit from investor support will soon rise up the rankings witness Global Infrastructure Partners advance from 13th place last year to 3rd this time as its second fund registered a first close on $3 billion following on from the first fund s $5.64 billion close in (A second closing for Fund II on $5.5 billion was announced just after the deadline for inclusion in this year s ranking). One outcome of this year s results that may give some pause for thought is the lower total contributed by pension funds. In last year s ranking, the aggregate funding for infrastructure set aside by pensions in the top 30 totalled $53.9 billion this time, the equivalent figure is $49.5 billion. There is no doubt that some pensions are a growing force. QIC, the Queensland public pension manager, had risen from 22nd in the 2010 ranking to ninth last year ($6.24 billion) before making a further climb this year to sixth ($6.88 billion). And Canada s Ontario Teachers Pension Plan, which ranked 11th last year on $5.81 billion, rises to seventh this year with $6.87 billion. SOBERING However, at a time when governments around the world are increasingly seeing pension funds as a possible solution for the long-term

3 funding gap for infrastructure (though admittedly this tends to focus more on the debt need than the equity requirement), the overall decline in the availability of capital from the top pension funds is a sobering finding. THE INFRASTRUCTURE INVESTOR 30 Rank Since 2011 Questions will arise about whether this is due to a plateauing or declining interest in the asset class which seems unlikely given the enthusiasm generally expressed in surveys or whether there are structural issues standing in the way of pension funds making the level of commitment to the asset class that they would like. Name of investor Headquarters Five-year capital formed total ($bn) 1 Macquarie Infrastructure and Real Assets Sydney Ù Brookfield Asset Management Toronto Ù Global Infrastructure Partners New York Ú Canada Pension Plan Investment Board Toronto APG Asset Management Amsterdam Ù QIC Brisbane Ù Ontario Teachers Pension Plan Toronto Ú Alinda Capital Partners Greenwich, Connecticut Ù Industry Funds Management Melbourne Ù ArcLight Capital Partners Boston Ù OMERS Toronto Ù Arcus Infrastructure Partners London Ú Energy Capital Partners Short Hills, New Jersey Ù RREEF Infrastructure London Ù Highstar Capital New York Ù Future Fund Melbourne Ú Goldman Sachs New York Ú La Caisse de Dépôt et placement du Québec Montreal Morgan Stanley New York Ú JPMorgan Asset Management New York Ù AMP Capital Sydney Ù Universities Superannuation Scheme Liverpool Ù British Columbia Investment Management Corporation Victoria, British Columbia Ú SteelRiver Infrastructure Partners San Francisco Ù Colonial First State Sydney Ù UBS Global Asset Management London Ú Citi Infrastructure Investors New York Ú Energy Investors Funds San Francisco Ú AXA Private Equity Paris = Ú Alberta Investment Management Corporation Edmonton, Alberta = Ù Kohlberg Kravis Roberts New York 2.80 Source: Infrastructure Investor *All currencies were converted to US$ at the same time and same conversion rate **Ferrovial, which featured in the II 30 last year, this year declined to participate

4 BY THE NUMBERS CAPITAL FORMED OVER THE LAST FIVE YEARS ($BN) $0.0 $5.0 $10.0 $15.0 $20.0 $25.0 Macquarie Infrastructure and Real Assets Brookfield Asset Management Global Infrastructure Partners Canada Pension Plan Investment Board APG Asset Management QIC Ontario Teachers Pension Plan Alinda Capital Partners Industry Funds Management ArcLight Capital Partners OMERS Arcus Infrastructure Partners Energy Capital Partners RREEF Infrastructure Highstar Capital Future Fund Goldman Sachs La Caisse de Dépôt et placement du Québec Morgan Stanley JPMorgan Asset Management AMP Capital Universities Superannuation Scheme British Columbia Investment Management Corporation SteelRiver Infrastructure Partners Colonial First State UBS Global Asset Management Citi Infrastructure Investors Energy Investors Funds AXA Private Equity Alberta Investment Management Corporation Kohlberg Kravis Roberts Source: Infrastructure Investor, 2012 TOP 10 VS. NEXT 20 The top 10 firms in the II30 account for almost 53% of the total in 2012 WHO THEY ARE Fund managers account for more than two-thirds of the II30 total $120 n Fund Managers, 69% Capital formed over the last fiv years ($bn) $100 $80 $60 $40 $20 $0 $90.3 $101.3 $86.7 $81.2 $81.2 Top 10 Next 20 n 2012 n 2011 n 2010 $53.8 n Sovereign wealth funds, 2% n Pensions, 29% Source: Infrastructure Investor, 2012 Source: Infrastructure Investor, 2012

5 TOTAL CAPITAL FORMED BY INSTITUTION TYPE ($bn) $bn n Bank-affiliated funds n Independent fund managers n Pension funds THE BIGGEST PENSIONS IN INFRASTRUCTURE Rank Fund Manager Headquarters 5-year fundraising total ($bn) 4 Canada Pension Plan Investment Board Toronto APG Asset Management Amsterdam QIC Brisbane Ontario Teachers Pension Plan Toronto OMERS Toronto 5.02 TOP 5 CITIES Capital centre 5-year fundraising total ($bn) No. of institutions Sydney New York Toronto London San Francisco TOP 5 COUNTRIES Capital centre 5-year fundraising total ($bn) No. of institutions USA Australia Canada UK The Netherlands France LAST 2011 S YEAR S LARGEST II 3010 TOP TEN Rank Name of investor Headquarters Five-year capital formed total ($bn) 1 Macquarie Infrastructure and Real Assets Sydney Goldman Sachs New York Canada Pension Plan Investment Board Toronto Ferrovial Madrid APG Asset Management Amsterdam Alinda Capital Partners Greenwich, CT Energy Capital Partners Short Hills, NJ Brookfield Asset Management Toronto QIC Brisbane La Caisse de dépôt et placement du Québec Montréal 5.92 Source: Infrastructure Investor, 2012

6 m e t h o d o l o g y The II 30: What qualifies and what does not In the following two pages, we explain how we put together the II 30 When we set out to create the Infrastructure Investor 30 ranking two years ago, we wanted it to be truly representative of the asset class. Hence, we made our job more complex than it might have been by holding the door open for possible inclusion to the likes of pension funds, developers and sovereign wealth funds as well as just general partners (GPs). Not all these groups commit to the asset class in quite the same way, so it means we have had to be careful in making sure that we arrived at an appropriate methodology for each of them. We also wanted the ranking to reflect investment in infrastructure. This sounds obvious, but infrastructure has characteristics that overlap with other asset classes and the definition of infrastructure as has been well documented in these pages is very much open to discussion. We wanted to ensure that the overlap with private equity and other investment areas was limited as much as possible. We were also keen to ensure that our measurement of size would take into account a firm s heft going forward as well as that indicated by the scope of its past fundraising successes. In the end we believe that we can indeed boast a proprietary methodology that encompasses all of these considerations. Below, we set out exactly how we draw up our ranking. THE METHODOLOGY Rankings are based on the answer to the question How much infrastructure direct-investment capital has your firm formed since 1 January 2007? and counts: 1. equity capital raised by infrastructure funds; 2. infrastructure fund commitments and direct capital invested in infrastructure assets by pension plans; 3. equity capital invested in infrastructure projects and concessions by infrastructure developers. All of the above count toward the rankings if they were made between 1 January 2007 and 30 April 2012 (inclusive), the cut-off date before the June 2012 issue of Infrastructure Investor magazine went to press. Below are the rules and definitions used to create the Infrastructure Investor 30 ranking. WHAT IS THE INFRASTRUCTURE INVESTOR 30? The Infrastructure Investor 30 is a ranking of the 30 largest infrastructure investors globally by size. It follows on the success of sister magazine Private Equity International s similar ranking called the PEI 300, which ranks the largest 300 private equity firms. HOW WE DETERMINE THE RANKINGS In coming up with our II 30 Five-Year Capital Created Total, upon which the Infrastructure Investor 30 rankings are based, we rank the most accurate figure available from each investor in answer to the question How much infrastructure direct-investment capital has your firm formed since 1 January 2007? defined as follows: Infrastructure : The definition of infrastructure investing, for the purposes of the Infrastructure Investor 30, means committing equity capital toward tangible, physical assets, whether existing (brownfield) or development-phase (greenfield) that are expected to exhibit stable, predictable cash flows over a long-term investment horizon. Investors need not seek to own the assets in perpetuity and may exit them, realising a capital gain and generating an internal rate of return for themselves or their end-investors. However, they must primarily dedicate their investment programmes toward the pursuit of assets and projects that exhibit cash flow stability and predictability and cannot be counted if they ve made large one-off investments in the asset class on an opportunistic basis. There will certainly be grey areas with regard to these parameters, but Infrastructure Investor will take pains to ensure that the capital counted for the purposes of the ranking will fall within our definition of infrastructure to the furthest extent possible. Below is an extract from our definition of the new infrastructure (which can be found on the last inside page of all issues of Infrastructure Investor): Infrastructure is the term that covers the man-made facilities that enable any economy to operate. It can be segmented further into three broad types: transportation (e.g., railways, roads and airports), utilities (e.g., energy generation and

7 distribution, water and waste processing and telecommunications) and social infrastructure (e.g., schools, hospitals and state housing) You will see that the emphasis is on the assets themselves rather than on associated services and technology. In our fiveyear total, only capital allocated to infrastructure is included, as defined above. Where the investments are made in what may be termed a grey area between infrastructure and private equity, we reserve the right to make the final judgement based on applicability according to our definition. Direct-investment capital : We recognise that different players in the asset class will deploy capital in different ways. The end goal, though, is the same: capital flows from investors into infrastructure assets, whether it s a concession backed by a developer, an infrastructure business bought by a fund manager or a utility jointly purchased by a group of pensions and infrastructure funds. So we define direct-investment capital as: Equity raised by infrastructure fund managers, whether listed (via IPO or follow-on offering) or unlisted (private placement); Equity committed to infrastructure funds by pensions or directly invested in infrastructure by the pensions themselves; Equity invested in infrastructure concessions or projects by infrastructure developers. Formed : This means that the equity capital was definitively committed to an infrastructure fund or directly invested in an infrastructure project, concession or business between 1 January 2007 and 30 April By definitively committed, we mean that the fund commitment has been signed (not a soft circle commitment) or that the direct investment has reached financial close, not that it has been agreed to or reached commercial close. the in-house expertise to make direct investments in infrastructure assets. Many others have carved out infrastructure investment allocations that may include direct or indirect investments. For the purposes of our rankings, a pension plan counts as an infrastructure investor if it has allocated capital to listed and unlisted infrastructure funds and/or deployed capital directly in infrastructure assets on its own (not including related real asset strategies). 2) Private investment funds: Limited partnerships, pooled investment vehicles and other investment structures that raise capital from outside parties for the purposes of investing capital in infrastructure count as infrastructure investors. Committed capital such funds have attracted in the last five years count as infrastructure investors. Listed investment vehicles, such as externally-managed funds that raise capital on a stock exchange and then use that capital to make infrastructure acquisitions, also count as infrastructure investors. Only capital raised in an IPO or in a follow-on offering will count toward a listed fund s ranking. Where one investor manages both listed and unlisted infrastructure funds, it is ok to combine the two into the firm s total five-year capital created figure. 3) Infrastructure developers: Companies, whether privately held or listed, that actively invest their balance sheet capital in infrastructure projects via government-sponsored infrastructure investment initiatives such as the UK s Private Finance Initiative (PFI) scheme, count as infrastructure investors. As many companies that participate in these types of projects are global conglomerates with various subsidiaries and investment arms, only capital deployed toward infrastructure, as defined above, count toward the ranking. For example, equity capital committed toward PFI concessions over the last five years would count, whereas the acquisition of a subsidiary construction company would not. WHO COUNTS AS AN INFRASTRUCTURE INVESTOR? Our rankings focus on three primary sources of equity capital for infrastructure investing: pension plans, private investment funds and infrastructure developers, defined as follows: 1) Pension plans: Over the last two decades, many pension plans, primarily in Canada and Australia, have developed

8 PEI London Sycamore House Sycamore Street London EC1Y 0SG PEI New York 3 East 28th Street 7th Floor New York NY PEI Hong Kong 14/F, Onfem Tower 29 Wyndham Street Central Hong Kong