avpn webinar - structured funds - innpact

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avpn.asia AVPN Webinar 24 February 2015 How to set up an impact finance fund of US$100 million? Arnaud Gillin-Innpact

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AVPN member INNPACT, a specialized advisor and project manager has set up 15+ structured impact funds for DFIs, Foundations, pension funds and private investors for a total value of $3 bn and would like to share its experience gained over the last 7 years.Learn key facts regarding structured impact funds, from the design to the implementation phase!

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Page 1: AVPN Webinar - Structured Funds - Innpact

avpn.asia

AVPN Webinar

24 February 2015

How to set up an

impact finance fund of

US$100 million?

Arnaud Gillin-Innpact

Page 2: AVPN Webinar - Structured Funds - Innpact

Innpact Sàrl | 5, rue Jean Bertels · 1230 Luxembourg | www.innpact.com

How to set up an impact finance fund of $100mn and more from donors, foundations, pension funds, DFIs and HNWIs? Structured impact investment vehicles provide for increased efficiency and greater impact.

AVPN Webinar

February 24, 2015

Arnaud Gillin, Partner

Page 3: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

3

Huge potential for Impact finance funds in Asia but…

20% of investments are located in Asia (excl central Asia)

4% of impact investors are based in Asia

4-6 new funds created per year focusing only on Asia

Sources: JP Morgan GIIN survey dated May 2014 and Innpact internal database

60% of funds investing only in Asia with AUM < $100mn

30% of impact investors plan to investments in Asia

Page 4: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

Challenges for new impact finance funds

Lack clear & adequate investment strategy

Lack of investment ready deals and intermediaries

High risk for mid to low return

Transaction costs and quest for scale

Different investors with different needs

Investment or philanthropy

4

Fund structure

Page 5: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

Different Investors – Different needs

5

DFIs

Donors

Foundations

Private

Institutional

Investors

Liquidity - Exit

Volumes

Low Risk

Clear mission

Minimum size

Role in Governance

Return for risk

High Impact

Leverage of funds

Patient capital

Risk for innovation

Impact and return

Potential upside

Min. protection

Impact

Investors

Page 6: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

6

3 Examples of structured funds

Debt and

Grant TA

African Agri.

value chain to

benefit the poor

USD 108m USD 37m private

Senior

Debt

Large MFIs

with high

liquidity needs

USD 600m USD 135m private

Debt and

Business Support

Small and growing

businesses in

Africa

KfW &

Shell Foundation

2009

2011

2014

Page 7: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

Notes

Senior

A Shares

Mezzanine

B Shares

Junior

C Shares

Institutionals, HNWIs, SRIs

DFIs, Fund managers

Foundations, Donors,

Venture Phil. Coop. agencies

Investors

Typical Structure design – Structure

7

Assets

Investees

Investee 1

Investee 2

Investee 6

Investee 3

Investee 5

Investee 4

Income / expenses

INCOME WATERFALL

Gains / losses

CAPITAL WATERFALL

Technical

Assistance

Foundations, Donors,

Coop. agencies

Page 8: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

Typical Structure design – Waterfalls

8

Income from Portfolio less

Operating & Financing expenses

Net Income

A Shares Target Dividend

B Shares Target Dividend

C Shares Target Dividend

Investment Manager Perf fee

Complementary Dividends A, B, C

INCOME WATERFALL

Capital Losses

C Shares

B Shares

A Shares

CAPITAL WATERFALL

Defaults, Write-offs, FX

losses

Page 9: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

9

N Debt

A

Senior

B

Mezzanine

Notes

Second Loss Capital

First Loss Capital

Senior Capital

C

Junior

Protection I Return

*** **

****

*** **

*

*

Class C plays a critical role: Sustainability of vehicle

Efficient use of donor money

Take initial credit and local currency risk

Development oriented

Notes reduce cost of capital: Low risk and associated low cost

Creates wider participation in impact

Redeemable capital: Reduced level of risk

Lower cost than pure equity

Allows for DFI funding

Different risk-return profiles play different roles

TA essential to increase: Efficiency of investees’ activities

Market maturity

Impact

(Earmarked)

grants Technical Assistance

Roles

Each tranche is designed with its own tenor, risk, return, voting right

Page 10: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

10

Other examples of structured impact funds

MiGroF

CFF - SE

PEAK II

Page 11: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

11

Why a structured fund approach ?

ADVANTAGES

Long term investment

strategy and support

Larger scale and more

efficient funding

PPP cooperation platform

Flexibility to accommodate

investors requests

Protection for private

investors

Perfect structure for

innovative strategies

High impact for Donors

CHALLENGES

Coordination

Complexity

Ramp-up period

Critical size

Page 12: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

12

Success factors in designing an impact finance fund

MARKET Clear understanding of market needs

Clear definition of fund’s mission, scope and objectives

Clear business case

STRUCTURE

3 Appropriate choice of legal form

Adequate capital structure

Effective organisational structure

Choice of investment committee and other partners

Independent control mechanisms

IMPACT Appropriate definition of impact and reporting indicators

Incentive scheme focusing on financial and impact objectives

1

2

Page 13: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

13

Why don’t you ?

ADVANTAGES

Long term

Larger scale

PPP

Flexibility

Protection

High impact

Role for VP

Setup costs grant

First Loss Capital

Technical

Assistance grant

Investment

endowment in

senior tranche

Page 14: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

Our Clients and their Funds

14

Microfinance / SME

Renewable Energy/ Energy Efficiency

Impact Finance / Agriculture / Other

Page 15: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

Innpact at a glance

15

9

Manage-ment

Support Mandates

Vision

A world where social and environmental initiatives are sustainable

Founded in

2007

Mission

Foster sustainable impact finance initiatives by providing innovative advisory, consulting

and management support services

7 Director-

ships

14

Investment

structures

established

25+

Impact

Finance

projects

17

persons

Page 16: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

16

Arnaud Gillin - Partner

[email protected]

T : +352 27 02 93 73

M : +352 621 37 64 73

Patrick Goodman - Partner

[email protected]

T : +352 27 02 93 55

M : +352 621 49 77 49

Corinne Molitor - Business Development Consultant

[email protected]

M: +66 (0)8-6406 0424, Bangkok, Thailand

Innpact

5 rue Jean Bertels

L-1230 Luxembourg

Tel + 352 27 02 93 1

[email protected]

www.innpact.com

Contact us

Page 17: AVPN Webinar - Structured Funds - Innpact

INNPACT Webinar on structured impact investment vehicles © Innpact 2015

Typical Structure design – Governance & Financing

17

Impact Investment

Vehicle

Board of Directors

General Share-

holders Meeting

Evaluation & Monitoring

Investment Decisions

Shareholders Noteholders

Shares

Investment

Manager/Advisor

General

Secretary

Investment

Committee

Equity

Participations Loans Guarantees

Final Beneficiaries (SEs, MSMEs)

Service

providers

Direct Investees (PLIs)

TECHNICAL

ASSISTANCE FACILITY

DONORS

TA FACILITY

COMMITTEE

Investors

Technical Assistance

Notes

Page 18: AVPN Webinar - Structured Funds - Innpact

For future webinars and other AVPN events:

www.avpn.asia

Engage with us at

[email protected]