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Board of Directors of the Toronto Atmospheric Fund · 2019-11-08 · 2019.TA4.11

The filed record

Direct Investments

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The decision

2019-11-08 · Board of Directors of the Toronto Atmospheric Fund · adopted

As filed

The Board of Directors of the Toronto Atmospheric Fund: 1. Approved an investment of up to $1,000,000 alongside active co-investors in a Private (Pooled) real estate Fund as set out in Confidential Attachment 1 to the report (October 25, 2019) from the Vice President, Impact Investing, with advances over time subject to the Fund meeting the Conditions Precedent recommended by the Investment Committee. 2. Approved a Direct Investment of up to $1,000,000 in a carbon utilization project as set out in Confidential Attachment 2 to the report (October 25, 2019) from the Vice President, Impact Investing.

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3. Approved a Direct Investment of up to $2,000,000 in a renewable energy project, conditional on the Investment Committee's satisfaction with the final term sheet and financial model (including the split returns to the developer and investors) and the capital structure, as set out in Confidential Attachment 3 to the report (October 25, 2019) from the Vice President, Impact Investing. 4. Approved a Direct Investment of up to $2,000,000 in take out financing for an institutional thermal heat recovery and supply system as set out in Confidential Attachment 4 to the report (October 25, 2019) from the Vice President, Impact Investing, conditional on the Investment Committee's satisfaction with the final term sheet (including the priority and allotment of return between the investors and the developer and financial models); final due diligence including qualified third-party reviews of the technologies and engineering; review of the senior debt financing and insurance agreements and contracts; understanding of the City of Toronto's approval; and evidence that all required permits are in place. 5. Directed staff to implement the investments as set out in Confidential Attachments 1, 2, 3 and 4 to the report (October 25, 2019) from the Vice President, Impact Investing, once any conditions are met, to the satisfaction of TAF's Solicitor. 6. Directed that the confidential information contained in Confidential Attachments 1, 2, 3 and 4 to the report (October 25, 2019) from the Vice President, Impact Investing remain confidential in their entirety, as they involve the security of the property of the Toronto Atmospheric Fund, and contain commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The vote

Adopt Item · Carried, 10-0

For (3)Jennifer McKelvie, Mike Layton, Shelley Carroll
The whole record, all 3 members

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On the agenda

As the city filed it

Based on due diligence demonstrating the potential for appropriate risk-adjusted return and strong alignment with TAF's mandate, the Investment Committee is recommending four investments. The proposed investments are in compliance with the asset allocation range for Private (Pooled) Funds (maximum 5 percent) and Direct Investments (maximum 60 percent).

Staff recommended

The Vice President, Impact Investing recommends that the Board of Directors of the Toronto Atmospheric Fund: 1. Approve an investment of up to $1,000,000 alongside active co-investors in a Private (Pooled) real estate Fund as set out in Confidential Attachment 1, with advances over time subject to the Fund meeting the Conditions Precedent recommended by the Investment Committee. 2. Approve a Direct Investment of up to $1,000,000 in a carbon utilization project as set out in Confidential Attachment 2.

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3. Approve a Direct Investment of up to $2,000,000 in a renewable energy project, conditional on the Investment Committee's satisfaction with the final term sheet and financial model (including the split returns to the developer and investors) and the capital structure, as set out in Confidential Attachment 3. 4. Approve a Direct Investment of up to $2,000,000 in take out financing for an institutional thermal heat recovery and supply system as set out in Confidential Attachment 4, conditional on the Investment Committee's satisfaction with the final term sheet (including the priority and allotment of return between the investors and the developer and financial models); final due diligence including qualified third-party reviews of the technologies and engineering; review of the senior debt financing and insurance agreements and contracts; understanding of the City of Toronto's approval; and evidence that all required permits are in place. 5. Direct staff to implement the investments as set out in Confidential Attachments 1, 2, 3 and 4, once any conditions are met, to the satisfaction of TAF's Solicitor. 6. Direct that the confidential information contained in Confidential Attachments 1, 2, 3 and 4 remain confidential in their entirety, as they involve the security of the property of the Toronto Atmospheric Fund, and contain commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

    On the record

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