DC Advisory acted as sole financial advisor on the sale of MapleCo (backed by OMERS, OTPP & SSE) to Equitix

Background

• MapleCo was created in 2017 and is backed by Ontario Municipal Employees Retirement System (OMERS), Ontario Teachers' Pension Plan (OTPP) and SSE plc (SSE) (together, the ‘Sellers')
• MapleCo has established itself as a strong development platform, benefiting from stable high quality cash flows, in FY 2020 MapleCo's normalised revenue and EBITDA were £35m and £31m respectively [1] 
• DC Advisory (DC) has a strong relationship with MapleCo and its Sellers:
  • In 2017, DC assisted in the setting up of MapleCo, the negotiation of the foundation MAP contract and the securing of financing for Tranche 1
  • In 2019, DC advised on the amendment and restatement of Tranche 1’s debt facilities
• MapleCo acts as a Meter Asset Provider (MAP) by funding the purchase and installation of smart gas and electricity meters, its portfolio comprising of 1.6m installed meters and a further 3.7m contracted meters
• SGN Smart, a subsidiary of SGN, provides management services and resources to MapleCo

Process

• DC was mandated as sole sell-side advisor and coordinated the sale process through a competitive two stage auction
• Following a process of focused pre-marketing, the sale was formally launched in May, with non-binding offers due in July
• Phase II of the process kicked off in late July with binding bids due in September 2020
• Throughout the transaction, DC managed a number of detailed work streams including;
  • supporting the production of a full suite of due diligence and marketing materials;
  • an information memorandum;
  • a complex financial model including detailed financing;
  • a management presentation;
  • W&I insurance, transaction documentation (including SPA and ECL); and
  • overall process management
• DC also assisted with a number of negotiations with the existing lender group to ensure portability of Tranche 1 debt and assisted in MapleCo securing an additional contract for 1.15 million meters during the transaction

Outcome

• DC ran a focused and competitive process with a number of binding bids received from prestigious and highly credible institutions
• On 23 September, it was announced that agreement had been reached on the sale of a 100% equity interest in MapleCo to funds managed by Equitix Investment Management Limited
• The transaction completed in November 2020

Reference 

[1] OTPP, OMERS JV to launch UK Smart Metering Sale, May 2020, Inframation