Item - 2019.TA4.11
Tracking Status
- This item was considered by Board of Directors of the Toronto Atmospheric Fund on November 8, 2019 and was adopted without amendment.
TA4.11 - Direct Investments
- Decision Type:
- ACTION
- Status:
- Adopted
Confidential Attachment - the security of property belonging to the Toronto Atmospheric Fund, and 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
Board Decision
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.
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.
Decision Advice and Other Information
The Board of Directors of the Toronto Atmospheric Fund recessed its public meeting to meet in closed session to consider the item and heard a confidential presentation from the Vice President, Impact Investing, as it pertains to the security of property belonging to the Toronto Atmospheric Fund, and 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.
Origin
Summary
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).
Background Information
https://www.toronto.ca/legdocs/mmis/2019/ta/bgrd/backgroundfile-139436.pdf
Confidential Attachment 1
Confidential Attachment 2
Confidential Attachment 3
Confidential Attachment 4
Motions
That Recommendations 1, 2 and 3 be adopted.
Vote (Adopt Item) Nov-08-2019
| Result: Carried | Majority Required |
|---|---|
| Total members that voted Yes: 10 | Members that voted Yes are Laurel Atkinson, Karim Bardeesy, Antoine Belaieff, Shelley Carroll, Mike Layton, Jacoline Loewen, Kimberly Marshall, Jennifer McKelvie, Deepak Ramachandran, Parminder Sandhu (Chair) |
| Total members that voted No: 0 | Members that voted No are |
| Total members that were Absent: 0 | Members that were absent are |
That Recommendations 4, 5, and 6 be adopted.
Vote (Adopt Item) Nov-08-2019
| Result: Carried | Majority Required |
|---|---|
| Total members that voted Yes: 9 | Members that voted Yes are Laurel Atkinson, Karim Bardeesy, Antoine Belaieff, Shelley Carroll, Mike Layton, Jacoline Loewen, Jennifer McKelvie, Deepak Ramachandran, Parminder Sandhu (Chair) |
| Total members that voted No: 0 | Members that voted No are |
| Total members that were Absent: 1 | Members that were absent are Kimberly Marshall |
Declared Interests
Kimberly Marshall - as she is the Chair of the advisory board for the proponent company listed in confidential attachment 4 to this item.
Written Declaration: https://secure.toronto.ca/council/declared-interest-file.do?id=8975