Bridgepoint adds ECP to platform

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·	Transaction furthers Bridgepoint's position as a global leader in mid-market private assets investing
	Newly combined platform will span private equity, infrastructure and credit with offices across Europe, North America and Asia
·	Upfront enterprise value of £835 million, comprising 235 million of newly issued Bridgepoint shares, £233 million of cash, and £179 million of ECP's existing debt
·	Transaction accretive for Bridgepoint shareholders from day of closing across FRE, EBITDA and Net Income per share
·	Bridgepoint deepening leadership as group scales with ECP transaction: Chair and CEO roles split with William Jackson continuing in his role as Chairman and focusing on core PE business and Raoul Hughes, Group Managing Partner, becoming Group CEO
·	ECP's highly experienced management and investment team will continue to run the business under its current brand, focused on delivery against its growth strategy
·	Transaction accelerates the Enlarged Group's growth ambitions and significantly diversifies the Group's income streams
·	A further £50m share repurchase programme expected to begin once the existing programme has completed, given the attractive fundamental value and prospects of the Company

·	A third leg to the Bridgepoint platform with strong growth potential
·	A significantly enhanced market presence by adding infrastructure investing to the platform
·	Material increase in AUM alongside more diversified income streams and greater net fee related earnings ("FRE") contribution
·	Strong industrial and cultural fit as well as platform synergies
·	Shareholder value creation with accretion from day one, across FRE, EBITDA and Net Income on a per share basis
·	Strengthened leadership driving shareholder value across the Enlarged Group with deeply experienced management team committed to continue leading ECP

·	Cash consideration of £233 million
·	185 million Consideration Shares and awards over a further 50 million Shares worth £423 million, representing 23 per cent of the enlarged Bridgepoint share capital (of which 19% held by ECP employees)
·	Existing ECP debt of £179m

·	95 per cent of ECP's FRE (with the remainder held primarily by Sumitomo Mitsui Trust Bank ("SMTB"), ECP's strategic partner in Japan)
·	Up to 15 per cent of carried interest in more recent historic funds³ and at least 30 per cent in future funds⁴
·	50 per cent of GP co-investments in more recent historic funds⁵
·	At least 65 per cent of GP co-investments for future funds⁶

·	ECP shareholders (including holders of Consideration Shares) to enter into staggered lock up provisions extending to the fourth or fifth anniversaries of completion (in the event that the earn-out is extended), similar to those entered into by Bridgepoint management and employee shareholders at IPO
·	ECP leadership to join Bridgepoint's Executive Committee
·	Transaction results from over 12 months of bilateral discussions and due diligence enabling an in-depth understanding between the two senior management teams of their respective businesses, culture and values
·	The combination is built on both parties' strong conviction on the material value upside to the Transaction, with the number of Shares to be ultimately issued as consideration, and other key terms, agreed in the earlier stages of discussions
·	As a result of the transaction ECP senior management will become significant shareholders and senior management will be signing five year employment contracts
·	Based on ECP's guided financial performance and the current share price, both businesses are valued at broadly the same 2024 P/E ratio and, when looking out to 2025, ECP moves to a discount to Bridgepoint

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·	The Group will split the roles of CEO and chairman as the Group scales following the addition of ECP to the platform
·	William Jackson will chair the Bridgepoint Group Board and continue to focus on Bridgepoint's core private equity business
·	Raoul Hughes, Group Managing Partner and an architect of both ECP and Bridgepoint Credit transactions, becomes CEO from 1 October (at which time he will be appointed as a director of the Company), leading the business on a day to day basis and joins the ECP Board
·	ECP's team will also strengthen Bridgepoint. Doug Kimmelman will join Bridgepoint's Executive Leadership team along with Managing Partner, Tyler Reeder. Pete Labbat, also Managing Partner, will join the Group's Talent and Reward Committee
·	Xavier Robert, Bridgepoint Group CIO, joins the ECP Board

·	Underlying FRE would have contributed 61 per cent of the combined Enlarged Group's underlying EBITDA, compared to 53 per cent for Bridgepoint standalone
·	Underlying FRE margin for the Enlarged Group would have been 36 per cent, compared to 31 per cent for Bridgepoint standalone

·	Expected to result in >20 per cent accretion in Bridgepoint's FRE per share, supported by high visibility of ECP Fund V fundraising (with more than $3.8 billion of the fund's $4.0 billion target already committed⁷)
·	Immediately earnings accretive with high-single digit accretion (in percentage terms) to earnings per share ("EPS")

·	Building out lateral strategies (e.g., core infrastructure)
·	Further geographic expansion (e.g., UK, Continental Europe, Asia Pacific)
·	Deepening relationships with the combined client base (with <25 per cent overlap in investor bases by commitments)

·	Consistent with the strategy communicated at IPO - adding an adjacent, high growth private markets vertical
·	With ~$1.3 trillion of AUM, infrastructure is the fastest growing asset class within private markets, having grown at an annualised rate of 16 per cent since 2010
·	Within infrastructure, energy transition is one of the fastest growing sub-segments, driven by increasing concerns about energy security and the ongoing global transition to a net-zero carbon economy
·	The scale of this opportunity is extraordinarily large, with average annual investments required to achieve global net zero by 2050 estimated to be ~$1.9 trillion
·	Further, the desire to combat climate change has spurred a range of supportive policies and mandates from governments, corporations and the private sector. For example, the US passed the Inflation Reduction Act of 2022 (the "IRA"), the largest piece of federal legislation ever to address climate change. The IRA is expected to provide ~$400 billion in direct funding, tax rebates and credits supporting clean energy opportunities
·	As the largest independent owner of power generation capacity and a top three owner of renewables and storage capacity in the US, ECP has multiple competitive advantages to further capitalise on this opportunity set, including:
	·	Real specialisation built up through navigating multiple energy, regulatory and environmental transitions over 18 years
	·	A consistently strong investment performance track record since 2010, with ECP funds delivering Gross MOIC of ~2.0x8 since 2010 and ECP Fund IV ranking as a first quartile performer⁹
	·	Long-standing client relationships, having raised over $30 billion of capital commitments since inception in 2005

·	ECP has a deep bench of senior talent with 15 partners who collectively have >325 years of industry experience, and those focused on its equity strategy have on average been with ECP for 15 years
·	ECP's strong and highly experienced leadership and investment team will continue to run the business under its current brand, continuing to focus on delivering strong returns for the Enlarged Group
·	Doug Kimmelman, ECP's Senior Partner and Founder, will continue to lead the infrastructure platform and ECP leadership will join Bridgepoint's executive committee, bringing new sector, management and transaction experience as both businesses look to drive further growth
·	The cultural ethos of ECP is aligned with Bridgepoint's as has become clear as discussions with Bridgepoint and ECP have progressed
·	The transaction and governance structure is designed to maximise cooperation within the Enlarged Group, while minimising disturbance (e.g. no interference in the decision of the investment committee)
·	Public equity now broadly distributed within ECP to maximise attracting and retaining key talent

·	The combination creates a global private markets platform, with more than 460 full-time equivalent employees ("FTEs") in 14 local locations across Europe, US and Asia
·	There is a real opportunity to further scale the combined platform through collaborating on investment practices and origination capabilities

·	ECP brings over 200 high-quality LP relationships to the Bridgepoint platform, of which over 170 are new clients for Bridgepoint
·	Further, ECP's investor relations strength in the Middle East and Asia and with sovereign wealth fund clients will complement Bridgepoint's existing strength in Europe, the US and with pension fund, asset manager and insurance clients

·	95 per cent of ECP's FRE (with the remainder held primarily by SMTB)
·	Up to 15 per cent of the carried interest in ECP's more recent historic funds¹⁰
·	30 per cent of the carried interest in future funds¹¹
·	At least 65 per cent of GP co-investments in future ECP funds¹²
·	50 per cent of GP co-investments in more recent historic funds¹³
·	In the medium term, the Transaction is expected to improve the earnings quality of the combined business, with a higher contribution from FRE
·	For the year ended 31 December 2022, Underlying FRE would have contributed 61 per cent of the combined Enlarged Group's Underlying EBITDA, compared to 53 per cent for Bridgepoint standalone
·	Further, ECP's FRE margin is expected to remain in the 45 to 50 per cent range in the medium term, with the Enlarged Group's FRE margin expected to immediately improve
·	For the year ended 31 December 2022, Underlying FRE margin for the Enlarged Group would have been 36 per cent, compared to 31 per cent for Bridgepoint standalone

·	Deploying its flagship fund, with ECP Fund V targeting final close in early 2024 with at least $4.0 billion of commitments, of which more than $3.8 billion has already been committed¹³. Further, with ECP Fund V over 40 per cent capital committed already¹⁴, its successor fund ECP Fund VI is expected to start generating fees during 2025
·	Further scaling the ECP Credit platform, with fundraising for the ECP ForeStar Credit Fund and SMA in progress with a target of over $2 billion, complementing an existing $2.5 billion loan sourcing agreement
·	Maintaining FPAUM in new continuation funds by launching new vehicles while monetising existing funds. ECP has a strong track record of raising and successfully investing continuation funds in the past and the existing portfolio includes numerous good candidates for future continuation funds

·	Renewables & storage. Wind, solar, geothermal, hydro; energy / battery storage & solutions
·	Power generation. Gas-fired power generation as an energy transition solution
·	Environmental infrastructure. Environmental clean-up, recycling, waste management & beneficial re-use, waste disposal & processing, waste-to-energy
·	Sustainability, efficiency and reliability. Energy efficiency, renewable natural gas, carbon capture, energy-use & supply management, digital infrastructure, hydrogen, and downstream infrastructure

	2020	2021	2022
Fee-paying AUM (€ billion)	6.2	6.8	10.4
Management fees (£ million)	89	63	89
Operating income (£ million)	88	73	94
Underlying operating income (£ million)	88	73	101
Management fees (per cent of underlying operating income)	101%	86%	88%
Underlying FRE (£ million)	49	24	46
Underlying FRE margin (per cent)	55%	39%	52%
EBITDA (£ million)	48	34	52
Underlying EBITDA (£ million)	48	34	58
Underlying EBITDA margin	55%	47%	57%
FTEs	53	55	69

·	Bridgepoint will hold a class of limited partnership interests (the "Series A Interests") that entitle the holder to the economic rights over BGHL, which will be held by the OP following Closing;
·	US Newco will hold a class of limited partnership interests (the "Series B Interests") that entitle the holder to the economic rights over the US-based asset management business of ECP (the "Management Business");
·	UK Newco will hold a class of limited partnership interests (the "Series C Interests") that entitle the holder to the economic rights over the interests in the underlying funds that are managed by the Management Business (in the form of carried interests and co-investment); and
·	the ECP sellers and Dyal will hold their pro-rata portion of the aggregate Series A Interests, Series B Interests and Series C Interests, as well as Earn-Out Units.

·	Building out lateral strategies, including expanding its core infrastructure platform (which currently has over $220 million of AUM in separately managed accounts) and using this to launch an open-ended core infrastructure vehicle. With good limited partner appetite and an increase in sell downs by strategic owners (to accelerate their capital recycling programmes), the core infrastructure asset class has strong tailwinds on which the ECP team is well placed to capitalise
·	Potential expansion into the Asia Pacific region, for example in Japan where there is a significant opportunity for energy transition investment following the Japanese Government's "Green Transformation" strategy. ECP already has an agreement in place to launch an investment vehicle in partnership with SMTB
·	Expansion into the UK and European market, by utilising Bridgepoint's strong local network of 7 offices in gateway cities across Europe
·	Opportunity to deepen relationships with the combined client base, with only 17 per cent of Bridgepoint clients invested in ECP funds and 23 per cent of ECP commitments from clients invested in Bridgepoint funds

·	ECP Fund V targeting final close in early 2024 with at least $4.0 billion of commitments, of which >40 per cent of capital has already been committed¹⁵. Successor fund ECP Fund VI expected to start generating fees during 2025
·	Fundraising for ECP ForeStar Credit Fund and SMA in progress with target of over $2 billion, complementing recently launched loan sourcing agreement with capacity of up to $2.5 billion
·	Expecting to maintain FPAUM of continuation funds by launching new vehicles while monetising existing funds

·	ECP Fund V expected to contribute £37 million of run-rate management fees; only ~£15 million included in ECP's 2022 revenue
·	ECP ForeStar Credit fees (including Credit Fund and both SMAs) expected to average ~70bps on invested capital, which is expected to ramp up to $1.5 to $2.0 billion per annum in the medium-term
·	Other management fee margins expected to remain stable across strategies

·	Operating costs expected to grow by 25% in 2023 reflecting investment primarily in the credit team. Beyond 2023, high single digit growth is anticipated in operating expenses for the short term reflecting ongoing investment in ECP's growth initiatives
·	FRE margin expected to remain in the 45 to 50 per cent range

·	Interest expense related to existing ECP debt of ~£10 million per annum
·	Office lease costs/ D&A costs increasing to ~£4 million per annum
·	ECP effective tax rate expected to be ~20 per cent
·	ECP finance expense (related to minority interests) expected to be ~5.0 per cent of FRE

·	ECP is a market leader in value-add infrastructure specialising in energy transition and sustainability focused investing
·	Active in fast growing sub-segment within infrastructure: Energy transition and sustainable infrastructure investing, with multiple tailwinds expected to drive continued growth and forecast average annual investments in decarbonisation at $1.9 trillion per annum until 2050
·	€18.8 billion of assets under management, currently in the market for ECP Fund V, its fifth flagship fund, with a target size of $4.0 billion (of which greater than $3.8 billion has already been committed¹⁶)
·	ECP has an exceptional leadership team that are committed to continue leading the business and have aligned incentives

·	Flagship funds, with AUM and fee-paying AUM ("FPAUM") of €15.0 billion and €7.6 billion, respectively. ECP is currently in the process of raising ECP Fund V, which has a target size of $4.0 billion
·	Continuation funds, with AUM and FPAUM of €3.2 billion and €2.5 billion, respectively. The latest fund ($1.6 billion) was raised in June 2022 to acquire a portion of Calpine Corporation ("Calpine"), a premier power company in the US, from ECP Fund III, ECP Fund IV and consortium investors
·	Credit funds, with AUM and FPAUM of €0.3 billion and €0.1 billion, respectively
·	Other vehicles, including a separately managed account for a large US private pension fund

·	95 per cent of ECP's FRE, with the remainder continuing to be held predominantly by SMTB.
·	The right to receive 50 per cent of the proceeds received from and after 30 September 2022 from ECP GP co-investments in ECP Fund V, Fund IV, Calpine Continuation Fund, Credit Solutions II, Energy Transition Opportunities Fund and ECP Renewables Fund (the "Existing Perimeter Funds") (including, for the avoidance of doubt, 50 per cent of the unfunded ECP GP co-investment commitment to each such existing ECP fund that is not funded by the ECP sellers or affiliates thereof), but excluding ECP Funds I-III, the Terra-Gen Continuation Fund, ECP Mezzanine Opportunities Fund, LP and Empire RR Energy L.P.).
·	The right to receive up to 15 per cent of carried interest in the Existing Perimeter Funds¹⁹.
·	For all future ECP funds launched within five years following closing of the Transaction ("Closing") the right to be allocated carried interest corresponding to 30 per cent of the total pool of carried interest in all such future funds²⁰ and the right to be allocated at least 65 per cent of the required ECP GP co-investment commitments and the corresponding share of proceeds from such ECP GP co-investments.
·	For future ECP funds launched between the fifth and tenth anniversary of Closing, the share of carried interest allocated to Bridgepoint may increase above 30 per cent to align with other Bridgepoint funds, but will not exceed 35 per cent, and thereafter the share of carried interest allocated to Bridgepoint is expected to align with that typically allocated to it in respect of other Bridgepoint funds.

·	cash consideration comprising a payment to the sellers of £233 million (or $293 million)²², and
·	equity consideration comprising the issue by the OP to the ECP sellers of 185 million OP Units on Closing.

·	on Closing, awards over 50 million Shares;
·	on and following 1 January 2025, awards over a further 30 million Shares, subject to a cumulative cap of 10 million Shares in 2025, 20 million in 2026 and 30 million in 2026; and
·	from 2027 or 2028, subject to achievement of the Transaction earn-out, awards over a maximum of 10 million Shares,

·	the OP (or its designee) has agreed to acquire, and the sellers have agreed to contribute to the OP (or its designee), 100 per cent of the issued and outstanding limited partnership interests of ECP;
·	a designated affiliate of the OP (the "New General Partner") has agreed to acquire, and the general partner of ECP, ECP ControlCo, LLC ("EC") has agreed to assign, convey and deliver to the New General Partner, 100 per cent of the issued and outstanding general partner interest of ECP;
·	Bridgepoint (or its designee) has agreed to acquire a strategic minority interest in EC (being the indirect controlling member of the ECP fund general partners) and will be admitted as a member of EC;
·	the OP (or its designee) has agreed to acquire the interests that ECP AIV owns in ECP Renewables GP, LP (which entitle ECP AIV to (i) 15 per cent of the carried interest distributions in respect of ECP Renewables GP, LP and (ii) 50 per cent of the proceeds received in respect of funded general partner commitments in ECP Renewables GP, LP);
·	the OP (or its designee) has agreed to acquire 100 per cent of the issued and outstanding general partner interest of the ECP management company, ECP Management, LP ("ECPM") entitling it to one per cent of all proceeds from ECPM earned from each ECP fund, net of certain expenses and other reductions; and
·	prior to and upon Closing, a restructuring will be implemented (the "Buyer Restructuring"), as a result of which the OP will hold the shares in Bridgepoint Group Holdings Limited ("BGHL") (BGHL is currently wholly owned by Bridgepoint and holds its existing operating group) and consequently, the entire Bridgepoint operating group and ECP will be owned, directly or indirectly, by the OP following Closing.

·	50 million ECP Employee Shares on Closing;
·	30 million ECP Employee Shares on and following 1 January 2025, subject to a cumulative cap of 10 million Shares in 2025, 20 million in 2026 and 30 million in 2026; and
·	a maximum of 10 million ECP Employee Shares, such number to be determined on the same basis as the number of Earn-Out Units which become Realised Earn-Out Units.

·	the relevant approvals or notifications of the Transaction under applicable merger control and other regulatory laws having been obtained or made, as the case may be;
·	the consent of ECP Fund III, ECP Fund IV and ECP Fund V to the Transaction as required under the relevant fund documentation and applicable law;
·	the Buyer Restructuring having been completed;
·	a restructuring by the ECP Group having been completed, whereby certain assets currently within the ECP Group and which are not intended to be in the Transaction perimeter will be removed from the Transaction perimeter; and
·	Bridgepoint shareholder approval of the ordinary resolution approving the Transaction, and Bridgepoint shareholder approval of the ordinary resolution to authorise the allotment of the new Shares for the purposes of the Transaction.