Spire Capital

PLEASE NOTE: this Fund follows a progressive capital call structure. Purchasing units results in a future obligation to meet ongoing capital calls issued by the Fund. For more information on outstanding capital calls which may be issued to investors by the Fund, please see the Fund’s Monthly Report provided in the Key Information Tab.

Overview

Spire Capital has a long history of identifying and accessing high quality investment opportunities on behalf of Australian investors. As local investors continue to seek diversification and strong risk-adjusted returns, Spire Capital is committed to expanding reach into other alternative asset classes and high quality investment managers. This includes private equity where the manager, strategy and portfolio company combine a strong investment thesis with value creation at the asset level. In identifying private equity opportunities, Spire Capital focuses on high quality management teams, recession resilience and a visible path to continued earnings growth. The investment approach spans fund investments, portfolio assets and single-asset co-investments alongside leading private equity firms.

The Spire Aero Aggregates Fund AUD (‘Fund’) will provide Australian investors with access to Aero Aggregates of North America, LLC (“Aero”). The Fund will invest alongside and pari passu with Valterra Partners (“Valterra), a specialist lower mid-market private equity firm based in New York. Aero will be accessed via an underlying investment entity (Valterra Aero Holdings LLC) created and controlled by Valterra Partners LLC (‘Valterra’).

Aero is a manufacturer of lightweight foamed glass aggregate (“FGA”), a product that contains the same shear strength as traditional gravel, but is ~10% of the weight. With a 25-year track record in Europe, Aero introduced FGA into the USA market in 2016 and has quickly gained traction in infrastructure construction end -markets (primarily roadbuilding) through its proven ability to dramatically reduce costs and provide other project benefits due to its lightweight properties.

Aero produces FGA in the USA utilizing the leading European kiln technology under an exclusive USA license, and has quickly gained the approval for use by numerous state departments of transportation (“DOTs”), and by the Federal Highway Administration. As such, Aero boasts an enviable track record with the product being utilized across a range of use cases, and in major infrastructure projects such as the I-95, Maine Turnpike, Philadelphia International Airport.

Aero generates costs savings for contractors and governments that have been shown to run into the millions of dollars, with consistent quality of performance. This is due to the lightweight quality of FGA allowing changes in project engineering, lower transportation costs and reduced project timelines that save significant cost to the end client.

FGA is made using the ~90% of “recycled” glass that is deemed uneconomic and destined for landfill. The glass is combined with a foaming agent and placed through a specialized kiln where the chemical reaction produces aggregate-sized particles. FGA thus provides an alternate use for a waste stream currently costing municipalities and waste contractors millions of dollars. In providing an alternate use for a waste stream, Aero secures its key feedstock at minimal cost, allowing for very strong gross margins.

Key Information
Term Sheet (AUD)
Webinar Deck

Overview

Spire Capital has a long history of identifying and accessing high quality investment opportunities on behalf of Australian investors. As local investors continue to seek diversification and strong risk-adjusted returns, Spire Capital is committed to expanding reach into other alternative asset classes and high quality investment managers. This includes private equity where the manager, strategy and portfolio company combine a strong investment thesis with value creation at the asset level. In identifying private equity opportunities, Spire Capital focuses on high quality management teams, recession resilience and a visible path to continued earnings growth. The investment approach spans fund investments, portfolio assets and single-asset co-investments alongside leading private equity firms.

The Spire Aero Aggregates Fund AUD (‘Fund’) will provide Australian investors with access to Aero Aggregates of North America, LLC (“Aero”). The Fund will invest alongside and pari passu with Valterra Partners (“Valterra), a specialist lower mid-market private equity firm based in New York. Aero will be accessed via an underlying investment entity (Valterra Aero Holdings LLC) created and controlled by Valterra Partners LLC (‘Valterra’).

Aero is a manufacturer of lightweight foamed glass aggregate (“FGA”), a product that contains the same shear strength as traditional gravel, but is ~10% of the weight. With a 25-year track record in Europe, Aero introduced FGA into the USA market in 2016 and has quickly gained traction in infrastructure construction end -markets (primarily roadbuilding) through its proven ability to dramatically reduce costs and provide other project benefits due to its lightweight properties.

Aero produces FGA in the USA utilizing the leading European kiln technology under an exclusive USA license, and has quickly gained the approval for use by numerous state departments of transportation (“DOTs”), and by the Federal Highway Administration. As such, Aero boasts an enviable track record with the product being utilized across a range of use cases, and in major infrastructure projects such as the I-95, Maine Turnpike, Philadelphia International Airport.

Aero generates costs savings for contractors and governments that have been shown to run into the millions of dollars, with consistent quality of performance. This is due to the lightweight quality of FGA allowing changes in project engineering, lower transportation costs and reduced project timelines that save significant cost to the end client.

FGA is made using the ~90% of “recycled” glass that is deemed uneconomic and destined for landfill. The glass is combined with a foaming agent and placed through a specialized kiln where the chemical reaction produces aggregate-sized particles. FGA thus provides an alternate use for a waste stream currently costing municipalities and waste contractors millions of dollars. In providing an alternate use for a waste stream, Aero secures its key feedstock at minimal cost, allowing for very strong gross margins.

Key Information
Term Sheet (AUD)
Webinar Deck

Overview

Spire Capital Pty Ltd (“Spire”) continues to have high conviction in select pockets of the global private markets (i.e. ‘sweet spots’).

Within the spectrum of private equity opportunities, the small-mid market typically has relatively attractive entry multiples, malleable business models, aligned management teams and strong exit options. In addition, the recent volatility in public markets and expected slow-down in real economies around the world make for an attractive time to invest in private equity.

The Spire Branford Castle US Private Equity Fund II (AUD) (“the Fund”) seeks to deliver steady returns and strong asset growth from US Private Equity. The Fund was established in May 2020 and serves as an AUD denominated Australian unlisted unit trust that feeds into the Branford Castle Partners Fund II, L.P. (“the Underlying Fund” or “Fund II”). The Investment Manager for the Underlying Fund is Branford Castle Partners, L.P., (“Branford”). Branford is launching the Underlying Fund to build upon the Firm’s track record of making control investments in strong, privately held “Small-Cap” businesses primarily based in North America. For over three decades, Branford’s professionals have been buying solid Small-Cap businesses, at reasonable prices, then adding value, in the pursuit of generating superior risk-adjusted returns.

Ordinary Units will acquire an interest in the Underlying Fund, which has exposure to US Small-Cap companies. The Underlying Fund will benefit from Branford’s operational capability in delivering for investors through equity and preferred equity positions. Branford’s Small-Cap investment strategy is focused on finding companies with under USD 100m in enterprise value and whose product or service lines typically have less than USD 200m in total industry sales. Many private equity firms overlook the types of Small-Cap companies that Branford invests in, leaving significant actionable opportunities for Branford which often can be purchased for around 6.0x EBITDA or lower.

Branford aims to have the Underlying Fund achieve Gross Returns of 4.0x MOIC with a 40% IRR. These returns are commensurate with Branford’s historical returns. Branford’s Fund I, a USD 116.9m fund that closed in October 2016, as at December 2019 has a Gross MOIC of 2.3x with a 58% IRR (1.6x Net with a 26% IRR). Prior to Fund I, under Branford’s leadership from 2002 to 2016, Branford was able to generate Gross Returns of between 3.5-5.5x MOIC with close to 60% IRRs (2.8x Net, with greater than 45% IRRs). These returns were generated on a deal-by-deal basis beginning with transactions in 2004, with the period being referred to as Branford’s “Pre-Fund” period. To date, Branford has acquired 12 companies (8 platform, 4 bolt-ons) and has now completed its platform investments with Fund I. Given the advanced status of Fund I, Branford is now raising Fund II to continue building on its historical achievements and opportunities in the Small-Cap market. Fund II is seeking aggregate capital commitments of at least USD 250m. Fund II is targeting 10-15 platform businesses, with additional bolt-on investments. Given Branford’s investment pace for Fund I as at December 2019, Branford believes it is already on an investment run-rate of USD 250-350m during a five-year investment period.

Key Information
Term Sheet (AUD)
Fact Sheet

PLEASE NOTE: this Fund follows a progressive capital call structure. Purchasing units results in a future obligation to meet ongoing capital calls issued by the Fund. For more information on outstanding capital calls which may be issued to investors by the Fund, please see the Fund’s Quarterly Report provided in the Key Information Tab.

Overview

Spire Capital Pty Ltd (“Spire”) continues to have high conviction in select pockets of the global private markets (i.e. ‘sweet spots’).

Within the spectrum of private equity opportunities, the small-mid market typically has relatively attractive entry multiples, malleable business models, aligned management teams and strong exit options. In addition, the recent volatility in public markets and expected slow-down in real economies around the world make for an attractive time to invest in private equity.

The Spire Branford Castle US Private Equity Fund II (USD) (“the Fund”) seeks to deliver steady returns and strong asset growth from US Private Equity. The Fund was established in May 2020 and serves as a USD denominated Australian unlisted unit trust that feeds into the Branford Castle Partners Fund II, L.P. (“the Underlying Fund” or “Fund II”). The Fund will progressively call capital in line with the requirements of the Underlying Fund and operating expenses of the Fund. The Investment Manager for the Underlying Fund is Branford Castle Partners, L.P., (“Branford”). Branford is launching the Underlying Fund to build upon the Firm’s track record of making control investments in strong, privately held “Small-Cap” businesses primarily based in North America. For over three decades, Branford’s professionals have been buying solid Small-Cap businesses, at reasonable prices, then adding value, in the pursuit of generating superior risk-adjusted returns.

Ordinary Units will acquire an interest in the Underlying Fund, which has exposure to US Small-Cap companies. The Underlying Fund will benefit from Branford’s operational capability in delivering for investors through equity and preferred equity positions. Branford’s Small-Cap investment strategy is focused on finding companies with under USD 100m in enterprise value and whose product or service lines typically have less than USD 200m in total industry sales. Many private equity firms overlook the types of Small-Cap companies that Branford invests in, leaving significant actionable opportunities for Branford which often can be purchased for around 6.0x EBITDA or lower.

Branford aims to have the Underlying Fund achieve Gross Returns of 4.0x MOIC with a 40% IRR. These returns are commensurate with Branford’s historical returns. Branford’s Fund I, a USD 116.9m fund that closed in October 2016, as at December 2019 has a Gross MOIC of 2.3x with a 58% IRR (1.6x Net with a 26% IRR). Prior to Fund I, under Branford’s leadership from 2002 to 2016, Branford was able to generate Gross Returns of between 3.5-5.5x MOIC with close to 60% IRRs (2.8x Net, with greater than 45% IRRs). These returns were generated on a deal-by-deal basis beginning with transactions in 2004, with the period being referred to as Branford’s “Pre-Fund” period. To date, Branford has acquired 12 companies (8 platform, 4 bolt-ons) and has now completed its platform investments with Fund I. Given the advanced status of Fund I, Branford is now raising Fund II to continue building on its historical achievements and opportunities in the Small-Cap market. Fund II is seeking aggregate capital commitments of at least USD 250m. Fund II is targeting 10-15 platform businesses, with additional bolt-on investments. Given Branford’s investment pace for Fund I as at December 2019, Branford believes it is already on an investment run-rate of USD 250-350m during a five-year investment period.

Key Information
Term Sheet (USD)
Fact Sheet

Overview

Spire Capital Pty Ltd (“Spire”) continues to have high conviction in US Multifamily real estate as a resilient source of absolute returns, with low correlation to traditional asset classes. Spire Bridge Multifamily Fund V (‘SBMFV’) provides an opportunity to capitalise on the continuing thematic of increasing demand in Class B US multifamily housing, driven by an existing undersupply of housing, an ageing population, embedded student debt and the economic flexibility that renting provides. By partnering with Bridge Investment Group (“Bridge”), Spire seeks to leverage upon the strong historical performance and streamlined ‘value add’ strategy in order to provide attractive returns with a low risk profile.

Fact Sheet

Overview

Spire Capital Pty Ltd (“Spire”) continues to have conviction in the US “for rent” seniors housing market, given its consistent income growth and long-term capital appreciation that is able to generate attractive risk adjusted returns. The market experienced a number of challenges throughout COVID-19, with its occupancy being severely impacted, before an emerging recovery kicking off throughout 2022.

Since the early 2021 low, Bridge’s Seniors Housing portfolios totalled an occupancy increase of roughly 6% over the span of a year1. This recovery has highlighted the proven resilience of the sector, as well as an opportunity to take advantage of the improving fundamentals.

The Spire Bridge US Seniors Housing Fund III (AUD) Hedged (‘SBSHFIII’ or “the Fund”) provides an opportunity to capitalise on the continuing demand for healthcare real estate, driven by an ageing population, the expanding spectrum of available medical care and a fragmented aged care industry. By partnering with Bridge Investment Group (“Bridge”), Spire seeks to leverage upon their national reach, local expertise and forward integrated operations in order to provide attractive returns with a low risk profile.

Fact Sheet

Overview

Spire Capital Pty Ltd (“Spire”) continues to have conviction in the US “for rent” seniors housing market, given its consistent income growth and long-term capital appreciation that is able to generate attractive risk adjusted returns. The market experienced a number of challenges throughout COVID-19, with its occupancy being severely impacted, before an emerging recovery kicking off throughout 2022.

Since the early 2021 low, Bridge’s Seniors Housing portfolios totalled an occupancy increase of roughly 6% over the span of a year1. This recovery has highlighted the proven resilience of the sector, as well as an opportunity to take advantage of the improving fundamentals.

The Spire Bridge US Seniors Housing Fund III (AUD) Hedged (‘SBSHFIII’ or “the Fund”) provides an opportunity to capitalise on the continuing demand for healthcare real estate, driven by an ageing population, the expanding spectrum of available medical care and a fragmented aged care industry. By partnering with Bridge Investment Group (“Bridge”), Spire seeks to leverage upon their national reach, local expertise and forward integrated operations in order to provide attractive returns with a low risk profile.

Fact Sheet

Overview

The need for a transition towards a net-zero carbon economy is stronger than ever, with unprecedented pressure amassing on governments and corporations alike. Public expectations on climate change continue to broaden and accelerate, with over 125 countries now committed to net-zero emissions targets by 2050. The transition is estimated to require investment in excess of $100 trillion by 2050, averaging approximately $3.5 trillion per annum.1 In November 2021, governments around the world met for the 26th United National Climate Change Conference (“COP26”) in which they continued the development of plans and targets to significantly reduce their greenhouse gas (“GHG”) emissions. It is expected that beyond providing forward-looking disclosure on sustainability issues, these targets will catalyze major companies to present credible, science-backed plans on how they will manage and mitigate their emissions going forward.

Two key transitions underpin a successful pursuit of net zero: a clean energy transition and a transformation of businesses across the economy. These require a rapid shift from carbon dioxide and other greenhouse gas-producin fossil fuels, and towards no-emitting sources of energy such as wind, hydroelectric, and solar power. Beyond this, the decarbonization of the existing production process – driven by the electrification of industries and the commercialization of carbon-capture technologies – will be instrumental in ensuring economic activity continues while the net-zero implementation occurs. Credible public policies, transition plans and disclosure of climate-related risks and opportunities lay the groundwork for the transition to a net-zero economy.

The Spire Brookfield Global Transition Fund (“the Fund”) serves as an Australian unlisted unit trust that feeds into the Brookfield Global Transition Fund (“the Underlying Fund” or “BGTF”). The Investment Manager for the Underlying Fund is Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., an indirectly wholly-owned subsidiary of Brookfield Asset Management Inc. (“BAM”, together with its affiliates, “Brookfield”). Brookfield will make an aggregate commitment to or alongside BGTF and/or directly into the investments of BGTF of at least US$ 2 billion. The Underlying Fund will target aggregate capital commitments of $7.5 Billion from the limited partners, noting that the general partner reserves the right to establish the Underlying Fund with commitments less than or in excess of this amount in its discretion.

The Fund is available in two variants:

• AUD denominated – 100% of commitment paid at time of application
• USD denominated – 20% of commitment paid at time of application, balance progressively called in line with the Underlying Fund.

Key Information
Term Sheet (AUD)
Fact Sheet

Overview

Spire has partnered with Brookfield as underlying investment manager to enable qualified Australian investors to participate in Brookfield Strategic Real Estate Partners IV, Brookfield’s flagship global opportunistic real estate fund. As one of the world’s largest alternative managers, Brookfield takes a long-term approach to investing, having invested over USD 690bn1 in high quality real estate, infrastructure, private equity and credit assets in over 30 countries.

Since 19872, the company has invested over USD 97bn equity in real estate, including USD 32bn through multi-sector opportunistic real estate funds (as of December 31, 2021). After the launch of three prior Brookfield Strategic Real Estate Partners Funds (“BSREP”), Brookfield has launched its fourth BSREP Fund (BSREP IV) as its flagship global opportunistic real estate fund. Spire recognises Brookfield’s strong competitive advantages that come with its global reach, large-scale capital and operational expertise.

Fact Sheet

Overview

Spire Capital Pty Ltd (“Spire”) continues to have high conviction in select pockets of the global private markets (i.e. ‘sweet spots’). More specifically, this means investment opportunities attached to essential services, underserved end-markets and long-term secular demand trends (e.g. data consumption).

As the world progresses through COVID-19 crisis, the resiliency of “Core” infrastructure assets is being tested as air travel, vehicle movements, energy demand and port throughput are all materially impacted. With this, Spire intentionally went in search of an investment manager able to invest ahead of transformative forces with deep expertise and resources to add value at the asset level. After an extensive global search, Spire resolved to invest in EQT Infrastructure V (‘Fund V’) as a means of capturing a compelling thematic across digital and essential infrastructure and pairing this with active value creation at the asset level. Besides an outstanding performance track-record, Spire was attracted to EQT’s network of proven industrialists & advisors working in tandem with EQT’s investment teams for financial expertise, digital capability and playbook for value creation. Spire and EQT determined a shared passion for combining 3 key elements:

1. Deep industry expertise
2. Tight governance structures and
3. Alignment across board and management incentives

Headquartered in Sweden, EQT Partners is one of the largest private markets firms in the world (with over EUR 84bn in commitments since 1994) and was built on the heritage of the Wallenberg family, one of the most reputable industrialist families in the world. Globally, EQT has a leadership position on digital infrastructure and a number one position in fibre assets.

The Spire Global Private Infrastructure Fund (“the Fund”) serves as an Australian unlisted unit trust that feeds into the EQT Infrastucture V (“the Underlying Fund” or “Fund V”). The Investment Manager for the Underlying Fund is EQT Fund Management S.à r.l. (“EQT”). The Fund is available in 2 variants:

• AUD denominated – 100% of commitment paid at time of application
• USD denominated – 45% of commitment paid at time of application. The balance progressively called in line with the Underlying Fund

Key Information
Term Sheet (AUD)
Fact Sheet (AUD)

PLEASE NOTE: this Fund follows a progressive capital call structure. Purchasing units results in a future obligation to meet ongoing capital calls issued by the Fund. For more information on outstanding capital calls which may be issued to investors by the Fund, please see the Fund’s Quarterly Report provided in the Key Information Tab.

Overview

Spire Capital Pty Ltd (“Spire”) continues to have high conviction in select pockets of the global private markets (i.e. ‘sweet spots’). More specifically, this means investment opportunities attached to essential services, underserved end-markets and long-term secular demand trends (e.g. data consumption).

As the world progresses through COVID-19 crisis, the resiliency of “Core” infrastructure assets is being tested as air travel, vehicle movements, energy demand and port throughput are all materially impacted. With this, Spire intentionally went in search of an investment manager able to invest ahead of transformative forces with deep expertise and resources to add value at the asset level. After an extensive global search, Spire resolved to invest in EQT Infrastructure V (‘Fund V’) as a means of capturing a compelling thematic across digital and essential infrastructure and pairing this with active value creation at the asset level. Besides an outstanding performance track-record, Spire was attracted to EQT’s network of proven industrialists & advisors working in tandem with EQT’s investment teams for financial expertise, digital capability and playbook for value creation. Spire and EQT determined a shared passion for combining 3 key elements:

1. Deep industry expertise
2. Tight governance structures and
3. Alignment across board and management incentives

Headquartered in Sweden, EQT Partners is one of the largest private markets firms in the world (with over EUR 84bn in commitments since 1994) and was built on the heritage of the Wallenberg family, one of the most reputable industrialist families in the world. Globally, EQT has a leadership position on digital infrastructure and a number one position in fibre assets.

The Spire Global Private Infrastructure Fund (“the Fund”) serves as an Australian unlisted unit trust that feeds into the EQT Infrastucture V (“the Underlying Fund” or “Fund V”). The Investment Manager for the Underlying Fund is EQT Fund Management S.à r.l. (“EQT”). The Fund is available in 2 variants:

• AUD denominated – 100% of commitment paid at time of application
• USD denominated – 45% of commitment paid at time of application. The balance progressively called in line with the Underlying Fund

Key Information
Term Sheet (USD)
Fact Sheet (USD)

Overview

Spire Capital Pty Ltd (‘Spire’) continues to have high conviction in US Multifamily real estate as a resilient source of absolute returns with low correlation to traditional asset classes. The Spire Multifamily Value Fund I (AUD) (“the Fund”) seeks to deliver steady returns and strong asset growth from US multifamily assets while maintaining a moderate risk profile.

The Fund was established in May 2020 and serves as an AUD denominated Australian unlisted unit trust that feeds into the Cortland Enhanced Value Fund V LP (“the Underlying Fund”).

The Investment Manager for the Underlying Fund is Cortland Partners LLC (“Cortland”). Headquartered in Atlanta, GA, Cortland is a vertically integrated operating platform with over 1,800 dedicated employees across eight offices in the United States, London, and Shanghai. Cortland is a high-quality investment manager who serves an institutional clientele. The firm has extensive expertise and experience in the acquisition, development, asset management and property management of multifamily properties. Founded in 2005, Cortland specializes in high-growth US cities and suburban sub-markets located in the South-East and South-West United States. The firm manages a portfolio comprised of over 60,000 units and USD 12.1bn in Gross Real Estate Asset Value (as at Q3 2020).

Key Information
Term Sheet (AUD)
Fact Sheet (AUD)

PLEASE NOTE: this Fund follows a progressive capital call structure. Purchasing units results in a future obligation to meet ongoing capital calls issued by the Fund. For more information on outstanding capital calls which may be issued to investors by the Fund, please see the Fund’s Quarterly Report provided in the Key Information Tab.

Overview
Spire Capital Pty Ltd (‘Spire’) continues to have high conviction in US Multifamily real estate as a resilient source of absolute returns with low correlation to traditional asset classes. The Spire Multifamily Value Fund I (USD) First Close (“the Fund”) seeks to deliver steady returns and strong asset growth from US multifamily assets while maintaining a moderate risk profile.

The Fund was established in May 2020 and serves as a USD denominated Australian unlisted unit trust that feeds into the First Close of the Cortland Enhanced Value Fund V LP (“the Underlying Fund”). The Series has been created to provide Spire clients with the opportunity to invest in the First Close of the Underlying Fund (First Close), and thereby participate in the fee concession available to First Close investors (as per terms summarised on Page 3). The Fund will progressively call capital in line with the requirements of the Underlying Fund and operating expenses of the Fund.

The Investment Manager for the Underlying Fund is Cortland Partners LLC (“Cortland”). Headquartered in Atlanta, GA, Cortland is a vertically integrated operating platform with over 1,800 dedicated employees across eight offices in the United States, London, and Shanghai. Cortland is a high-quality investment manager who serves an institutional clientele. The firm has extensive expertise and experience in the acquisition, development, asset management and property management of multifamily properties. Founded in 2005, Cortland specializes in high-growth US cities and suburban sub-markets located in the South-East and South-West United States. The firm manages a portfolio comprised of over 60,000 units and USD 12.1bn in Gross Real Estate Asset Value (as at Q3 202

Key Information
Term Sheet (USD) First Close
Fact Sheet (USD) First Close

Overview

Spire Capital Pty Ltd (“Spire”) continues to have high conviction in select pockets of the global private markets (i.e. ‘sweet spots’). For the last 18 months, Spire has been monitoring credit conditions in anticipation of stress given ballooning issuance of sub-investment grade debt, inflated leverage levels and associated vulnerability of corporate balance sheets. This included face-to-face due diligence meetings with a number of distressed debt investors in New York and ongoing dialogue with preferred manager Oaktree Capital Management, L.P. (including its affiliates, individually or collectively, as the context requires, “Oaktree”). After a prolonged period of benign market conditions for distressed debt investing, the cycle turned with the onset of the coronavirus. In mid-March 2020, Spire accelerated final stage due diligence on Oaktree’s distressed debt capabilities and Opportunities XI program before resolving to create and capitalise Spire Oaktree Opportunities Fund XI (AUD) (“the Fund”) with principal capital.

The Fund seeks to deliver steady returns and strong asset growth from global distressed debt. The Fund was established in August 2020 and serves as an AUD denominated Australian unlisted unit trust that feeds into the Oaktree Opportunities Fund XI Feeder (Luxembourg), SCSp (“the Underlying Fund”), a Luxembourg special limited partnership, which will invest substantially all of its assets in Oaktree Opportunities Fund XI (Parallel 2), SCSp in exchange for a limited partner interest therein. LFE European Asset Management S.a.r.l is the alternative investment fund manager (“AIFM”) for the Underlying Fund and the AIFM will appoint Oaktree as portfolio manager.

Key Information
Term Sheet (AUD)
Fact Sheet (AUD)

Overview

Spire Capital Pty Ltd (“Spire”) continues to have high conviction in select pockets of the global private markets (i.e. ‘sweet spots’). For the last 12 months, Spire has been monitoring credit conditions in anticipation of stress given ballooning issuance of sub-investment grade debt, inflated leverage levels and associated vulnerability of corporate balance sheets. This included face-to-face due diligence meetings with a number of distressed debt investors in New York and ongoing dialogue with preferred manager Oaktree Capital Management, L.P. (including its affiliates, individually or collectively, as the context requires, “Oaktree”). After a prolonged period of benign market conditions for distressed debt investing, the cycle turned with the onset of the coronavirus. In mid-March 2020, Spire accelerated final stage due diligence on Oaktree’s distressed debt capabilities and Opportunities XI program before resolving to create and capitalise Spire Oaktree Opportunities Fund XI (AUD) First Close (“the Fund”) with principal capital.

The Fund seeks to deliver steady returns and strong asset growth from global distressed debt. The Fund was established in May 2020 and serves as an AUD denominated Australian unlisted unit trust that feeds into the Oaktree Opportunities Fund XI Feeder (Luxembourg), SCSp (“the Underlying Fund”), a Luxembourg special limited partnership, which will invest substantially all of its assets in Oaktree Opportunities Fund XI (Parallel 2), SCSp in exchange for a limited partner interest therein. LFE European Asset Management S.a.r.l is the alternative investment fund manager (“AIFM”) for the Underlying Fund and the AIFM will appoint Oaktree as portfolio manager.

The Fund has been created to provide qualified wholesale investors with the opportunity to invest in the first close of the Underlying Fund (the “First Close”), and thereby participate in the management fee discount offered to First Close investors (10% reduction in the management fee of the Underlying Fund).

Oaktree Capital Management
Oaktree was formed in April 1995 and is a leading global investment management firm headquartered in Los Angeles, California, with more than 950 employees throughout offices in 19 cities worldwide. As of March 31, 2020, Oaktree had approximately US$113.3 billion in assets under management.1 Oaktree’s senior executives and investment professionals have focused on less efficient markets and alternative investments for over
34 years. Oaktree emphasizes an opportunistic, value-oriented approach to investments in distressed debt, corporate debt (including mezzanine finance, high yield debt and senior loans), control investing, convertible securities, real estate, listed equities and multi-strategy solutions.

Key Information
Term Sheet
Fact Sheet

PLEASE NOTE: this Fund follows a progressive capital call structure. Purchasing units results in a future obligation to meet ongoing capital calls issued by the Fund. For more information on outstanding capital calls which may be issued to investors by the Fund, please see the Fund’s Quarterly Report provided in the Key Information Tab.

Overview

Spire Capital Pty Ltd (“Spire”) continues to have high conviction in select pockets of the global private markets (i.e. ‘sweet spots’). For the last 18 months, Spire has been monitoring credit conditions in anticipation of stress given ballooning issuance of sub-investment grade debt, inflated leverage levels and associated vulnerability of corporate balance sheets. This included face-to-face due diligence meetings with a number of distressed debt investors in New York and ongoing dialogue with preferred manager Oaktree Capital Management, L.P. (including its affiliates, individually or collectively, as the context requires, “Oaktree”). After a prolonged period of benign market conditions for distressed debt investing, the cycle turned with the onset of the coronavirus. In mid-March 2020, Spire accelerated final stage due diligence on Oaktree’s distressed debt capabilities and Opportunities XI program before resolving to create and capitalise Spire Oaktree Opportunities Fund XI (USD) (“the Fund”) with principal capital.

The Fund seeks to deliver steady returns and strong asset growth from global distressed debt. The Fund was established in August 2020 and serves as a USD denominated Australian unlisted unit trust that feeds into the Oaktree Opportunities Fund XI Feeder (Luxembourg), SCSp (“the Underlying Fund”), a Luxembourg special limited partnership, which will invest substantially all of its assets in Oaktree Opportunities Fund XI (Parallel 2), SCSp in exchange for a limited partner interest therein. The Fund will progressively call capital in line with the requirements of the Underlying Fund and operating expenses of the Fund. LFE European Asset Management S.a.r.l is the alternative investment fund manager (“AIFM”) for the Underlying Fund and the AIFM will appoint Oaktree as portfolio manager.

Key Information
Term Sheet (USD)
Fact Sheet (USD)

PLEASE NOTE: this Fund follows a progressive capital call structure. Purchasing units results in a future obligation to meet ongoing capital calls issued by the Fund. For more information on outstanding capital calls which may be issued to investors by the Fund, please see the Fund’s Quarterly Report provided in the Key Information Tab.

Overview

Spire Capital Pty Ltd (“Spire”) continues to have high conviction in select pockets of the global private markets (i.e. ‘sweet spots’). For the last 12 months, Spire has been monitoring credit conditions in anticipation of stress given ballooning issuance of sub-investment grade debt, inflated leverage levels and associated vulnerability of corporate balance sheets. This included face-to-face due diligence meetings with a number of distressed debt investors in New York and ongoing dialogue with preferred manager (i.e. Oaktree). After a prolonged period of benign market conditions for distressed debt investing, the cycle turned with the onset of the coronavirus. In mid-March 2020, Spire accelerated final stage due diligence on Oaktree’s distressed debt capabilities and Opportunities XI program before resolving to create and capitalise Spire Oaktree Opportunities Fund XI (USD) First Close (“the Fund”) with Principal capital.

The Fund seeks to deliver steady returns and strong asset growth from Global Distressed Debt. The Fund was established in May 2020 and serves as a USD denominated Australian unlisted unit trust that feeds into the Oaktree Opportunities Fund XI Feeder (Luxembourg), SCSp (“the Underlying Fund”). The Fund will progressively call capital in line with the requirements of the Underlying Fund and operating expenses of the Fund. The Investment Manager for the Underlying Fund is Oaktree Opportunities Underlying Fund XI GP,S.a.r.l. a Luxembourg Limited Liability Company; an affiliate of Oaktree Capital Management, L.P. (“Oaktree”) a Delaware limited partnership with its principal place of business located in Los Angeles, CA.

The Fund has been created to provide Spire clients with the opportunity to invest in the First Close of the Underlying Fund (First Close), and thereby participate in the Fee Incentive available to First Close investors (10% reduction in the Management Fee of the Underlying Fund).

Key Information
Term Sheet (USD) First Choice
Fact Sheet (USD) First Choice

Overview

Spire Capital Pty Ltd (“Spire”) continues to have high conviction in select pockets of global private markets (i.e. ‘sweet spots’). This includes working in partnership with Valterra Partners LLC (‘Valterra’), to find attractive direct co-investment opportunities within the field of private equity infrastructure. More specifically, this means investment opportunities attached to essential services, underserved end-markets and long-term secular demand trends (e.g. data consumption).

As the world progresses through COVID-19 crisis, the resiliency of “Core” infrastructure assets is being tested as air travel, vehicle movements, energy demand and port throughput are all materially impacted. Meanwhile, data is proving to be essential to all sectors of the economy through the disruption. Data volumes in 2022 are forecast to be 3x those recorded in just 2017 and 11x 2012 as data intensity increases and use cases multiply. Internet users, connected devices and speeds continue to increase significantly, creating significantly more demand for data infrastructure services. The assets that provide the access to data (towers, fiber and datacenters) are increasingly being viewed as critical infrastructure to the economy. Data centres are increasingly being viewed as infrastructure assets because they possess many of the same key attributes as traditional core infrastructure investments including long term contracts, stable and predictable cash flows, high free cashflow generation and stable underlying demand drivers.

For the last 12 months, Spire has been working with Valterra to better understand the global landscape for data and the infrastructure that enables its transmission. Data Centres sit at the centre of the data infrastructure system as the point where crucial storage and computing takes place. In particular, data centres at the “edge”, i.e. close to major metropolitan areas and thus close to end consumers, are increasingly important as the internet architecture undergoes a significant transformation as a result of the requirement for zero latency from many users.

Key Information
Term Sheet (AUD)
Fact Sheet (AUD)

Overview

Spire Capital Pty Ltd (“Spire”) continues to have high conviction in select pockets of global private markets (i.e. ‘sweet spots’). This includes working in partnership with Valterra Partners LLC (‘Valterra’), to find attractive direct co-investment opportunities within the field of private equity infrastructure. More specifically, this means investment opportunities attached to essential services, underserved end-markets and long-term secular demand trends (e.g. data consumption).

As the world progresses through COVID-19 crisis, the resiliency of “Core” infrastructure assets is being tested as air travel, vehicle movements, energy demand and port throughput are all materially impacted. Meanwhile, data is proving to be essential to all sectors of the economy through the disruption. For context, 2022 is forecast to have more data computed than the entire 1984-2016 period as data intensity increases and use cases multiply. Internet users, connected devices and speeds continue to increase significantly, creating significantly more demand for data infrastructure services.

The assets that provide the access to data (towers, fiber and datacenters) are increasingly being viewed as critical infrastructure to the economy. Data centres are increasingly being viewed as infrastructure assets because they possess many of the same key attributes as traditional core infrastructure investments including long term contracts, stable and predictable cash flows, high free cashflow generation and stable underlying demand drivers.

Spire started working with Valterra in 2019 to better understand the global landscape for data and the infrastructure that enables its transmission. Data Centres sit at the centre of the data infrastructure system as the point where crucial storage and computing takes place. In particular, data centres at the “edge”, i.e. close to major metropolitan areas and thus close to end consumers, are increasingly important as the internet architecture undergoes a significant transformation as a result of the requirement for zero latency from many users.

Key Information
Term Sheet
Fact Sheet

Overview

Spire USA Multifamily Fund IV (AUD) (‘the Fund’) acts as a wholesale Australian feeder fund into the strategy and assets of Bridge Multifamily Fund IV LP (“BMF IV”); a Private Equity Real Estate fund. BMF IV is targeting US$750 million in equity via its capital raise. A Hard Cap of US$1 billion is likely to be determined.

The Investment Manager for the underlying fund is Bridge Investment Group LLC. Bridge is a specialist US real estate funds manager with over US$15 billion in assets under management. Bridge is headquartered in Salt Lake City, Utah, with offices in New York, San Francisco and Orlando. Over the last 24 years Bridge has invested, managed and sold several billion dollars of property assets across all segments of the market. Bridge has a strong operating and property management platform, comprising over 1,000 management, leasing and facilities employees across the 30 states in which assets are owned.

BMF IV will essentially create stabilised multifamily investments for passive, ‘buy & hold’, often institutional, investors to acquire via a competitive process, either individually or as part of a portfolio. BMF IV will be a ‘manufacturer’ of institutional grade assets, on a ‘buy, fix & sell’ basis in order to identify, unlock and return added value to investors. Typically (as the following case Study shows) the strategy will be executed by acquiring a 1980s or 1990s vintage B-grade, suburban garden style asset, which is tired and under ammenitised, and is therefore leased at rentals below the current market for fresher product with better ammenities.

Bridge will implement a business plan which will involve a capital expenditure program to refresh and ammenitise the asset, and then drive a new leasing and renewal strategy at the higher market rents now unlocked as a result of the repositioning of the asset within its market. When it has stabilised the asset (typically 93%+ occupancy at market) and added full value, Bridge will then seek to sell the asset via a competitive process.

BMF IV may also develop new assets (5-10% of the portfolio).

The targeted IRR on invested capital for BMF IV is 12-14% net (USD denominated).

Key Information
Term Sheet (AUD)
Fact Sheet (AUD)

Overview

The Fund will invest as a single Limited Partner in two US private equity real estate investment programs implemented by the Investment Manager, Bridge Investment Group LLC; a specialist US real estate manager with over US$10 billion in AUM and over 1,000 employees nationwide. The first investment program will acquire value-add multifamily apartment communities, and will represent approximately 60% to 70% of the Fund’s investments. The second will acquire value-add commercial office buildings in high growth markets within the United States and will represent approximately 30% to 40% of the Fund’s investments.

This combination of exposure to value-add multifamily apartments and value-add commercial office properties is consistent with the highly successful predecessor funds in the ‘ROC’ fund series, which began in 2009. ROC is an acronym for ”Real estate Opportunity Capital”, and reflects the private equity real estate fund thesis of having committed capital available to take advantage of opportunities in the market.

As at the date of the PDS, the Bridge Multifamily Program has a strong pipeline of potential acquisitions, with 12 assets providing 3,884 rental units, having been identified for potential purchase from different sellers, at a total purchase price of US$517,250,000 million. The Bridge Multifamily Program’s first assets are expected to be acquired in mid-late March, following the program’s initial capital raising. The Bridge Multifamily Program is seeking to raise a total of US$1 billion in capital commitments, with a target rate of total return (income plus growth) on invested capital of a 12-14% net IRR (USD denominated). If the Investment Manager is successful in achieving its capital raising target (as we expect it to be), then we would expect approximately US$2.5 billion of multifamily investments to be acquired during the program’s 3-year Investment Period, which will begin on the First Close of the Bridge Multifamily Program (expected to be late March 2018).

The Bridge Office Program is seeking to raise a total of US$750 million in total equity commitments from Limited Partners, with a target rate of total return on invested capital of a 14-16% net IRR (USD denominated). If the Investment Manager is successful in achieving its capital raising target, we would anticipate that between US$1.5 billion and US$2 billion in value-add office properties will be acquired within pre-defined target markets over the program’s 3-year Investment Period, which began in July 2017. As at the date of this PDS, the program has already acquired 19 value-add commercial office assets at a total cost of US$507.65 million. The Investment Manager has estimated that this price represents a 51% discount to replacement cost.

The Investment Manager’s investment approach in both the Bridge Multifamily and Bridge Office Programs combines a disciplined asset selection process with a focus on operationally-oriented, value-added improvements that increase tenant satisfaction and solve vacancy issues. These improvements are designed to drive growth in Net Operating Income (NOI) and value. This value-add approach is core to the Bridge DNA.

The period following the expiration of each program’s Investment Period is known as its Harvest Period, during which Bridge and its affiliates will execute sales of stabilised investments, i.e., those investments whose value-add strategies have been completed, on an individual or portfolio basis. Realised capital and profits will then be returned to investors, whilst net rental income will be distributed annually.

We believe that an investment in the Spire USA ROC IV Fund (AUD) is a worthwhile consideration for those investors seeking to diversify part of their portfolio both globally and into an ‘alternative’ investment strategy which seeks to generate above market returns, with low or potentially inverse correlation to the returns and volatility of Australian and global listed equity markets.

Key Information
Product Disclosure Statement
Fact Sheet

Overview

Spire’s second Fund has again partnered with US based Bridge Investment Group Partners, LLC, to provide Australian investors with the ability to access income and growth via an investment in the US Senior Housing and Medical Properties market.

Like Spire’s inaugural “ROC II” Fund, Spire USA ROC Senior Housing and Medical Properties Fund (AUD), will operate as a feeder fund to the underlying US investments sourced and managed by Spire’s US real estate partner, Bridge Investment Group Partners, LLC.

The Fund acts as an Australian feeder fund into the assets of ROC Seniors Housing and Medical Properties Fund, LP (“ROC Seniors”). ROC Seniors is a “buy, fix, sell” private equity real estate fund, investing in income producing and value-add US seniors housing and medical office properties.

The Fund owns a proportionate share of a current diversified portfolio of 50 separate real estate assets across the US, which have been acquired for approximately US$1.5 billion.

During ROC Senior’s 4 year Investment Period, the portfolio is expected to grow to US$2 billion in income generating assets.

Following the Investment Period, an exit strategy will be executed, which may include an IPO or trade sale of the portfolio.

The Fund will acquire assets that will benefit from what is being called the “Silver Tsunami’ – the US ageing population demographic, in which over 10,000 people per day are turning 65.

Each asset acquired will have a value-add strategy which will be implemented to increase the property’s cash flow and total return. In many cases this will involve increasing the number of Memory Care beds in a facility. Memory Care is a relatively new specialist sector and asset class within the US senior housing market, which provides specialist accommodation and care programs for residents afflicted with dementia; the leading cause of which is Alzheimer’s disease.

Currently in the US, there are over 5 million people living with Alzheimer’s and someone develops Alzheimer’s every 68 seconds. Yet there are only 35,000 Memory Care beds available. Accordingly, most Memory Care facilities are 100% occupied – with waiting lists.

Following the amalgamation of the portfolio during the Fund’s Investment Period, Bridge will asses the method and timing of the most profitable exit strategy for the portfolio. It is expected that this exit strategy will seek to exploit the pricing differences between the private markets and the public markets, via a portfolio or portfolio sales to publicly traded Real Estate Investment Trusts (REITs), or via an Initial Public Offering (IPO) of the portfolio as a new REIT. Alternatively individual assets may be sold when value has been maximised.

The Bridge Investment and Asset Management team behind the underlying ROC Seniors program, concluded a similar strategy in 2006 via the sale of a US$5 Billion portfolio of US Senior Housing properties to a publicly traded REIT, generating a portfolio Internal Rate of Return (IRR) of 33% (p.a.).

Key Information
Product Disclosure Statement
Fact Sheet

Overview

Spire has again partnered with US based Bridge Investment Group LLC, to provide Australian investors with the ability to access income and growth via an investment in the US Senior Housing and Medical Properties market.

Spire USA ROC Senior Housing and Medical Properties Fund II, will operate as a feeder fund to the underlying US investments sourced and managed by Spire’s US real estate partner, Bridge Investment Group  LLC.

The Fund acts as an Australian feeder fund into the assets of Bridge Seniors Housing and Medical Properties Fund II, LP (“Bridge Seniors II”). Bridge Seniors II is a “buy, fix, sell” private equity real estate fund, investing in income producing and value-add US seniors housing and medical office properties.

The Fund intends to provide investors with meaningful and consistent Current Income paid on an annual basis and the potential for strong capital appreciation and attractive risk-adjusted returns by investing in select Seniors Housing properties located throughout the US. The Fund will focus on independent living (“IL”), assisted living (“AL”) and memory care (“MC”) facilities, although the portfolio may also include skilled nursing facilities (“SNF”) and continuing care retirement communities (“CCRC”). The Fund also intends to opportunistically invest in select medical office and other healthcare-related properties which represent exceptional value.

Following the Investment Period, an exit strategy will be executed, which may include an IPO or trade sale of the portfolio.

Bridge Seniors II will acquire assets that will benefit from what is being called the “Silver Tsunami’ – the US ageing population demographic, in which over 10,000 people per day are turning 65.

Each asset acquired will have a value-add strategy which will be implemented to increase the property’s cash flow and total return. In many cases this will involve increasing the number of Memory Care beds in a facility. Memory Care is a relatively new specialist sector and asset class within the US senior housing market, which provides specialist accommodation and care programs for residents afflicted with dementia; the leading cause of which is Alzheimer’s disease.

Currently in the US, there are over 5 million people living with Alzheimer’s and someone develops Alzheimer’s every 68 seconds. Yet there are only 35,000 Memory Care beds available. Accordingly, most Memory Care facilities are 100% occupied – with waiting lists.

Following the amalgamation of the portfolio during the Fund’s Investment Period, Bridge will asses the method and timing of the most profitable exit strategy for the portfolio. It is expected that this exit strategy will seek to exploit the pricing differences between the private markets and the public markets, via a portfolio or portfolio sales to publicly traded Real Estate Investment Trusts (REITs), or via an Initial Public Offering (IPO) of the portfolio as a new REIT. Alternatively, individual assets may be sold when the value has been maximised.

The Bridge team behind the underlying Bridge Seniors II program, concluded a similar strategy in 2006 via the sale of a US$5 Billion portfolio of US Senior Housing properties to a publicly traded REIT, generating a portfolio Internal Rate of Return (IRR) of 33% (p.a.).

Key Information
Fund Overview
Product Disclosure Statement

Overview

Spire Capital Ltd (“Spire”) continues to have high conviction in select pockets of the global private markets (i.e. ‘sweet spots’). As a private markets firm, we are excited for the future as we believe private markets have a structural advantage (relative to public markets) in accessing investments at the forefront of prevailing mega-trends. This includes impact investments whereby patient capital can be paired with active business plans to generate tangible outcomes in line with the UN Sustainable Development Goals. We are excited to be investing in the Food Security and Sustainability strategy in partnership with a high-quality investment adviser – Cibus Capital LLP (“Cibus Capital”) (formerly ADM Capital Europe LLP).

Spire has partnered with Cibus Capital, a limited liability partnership in the United Kingdom, to enable Australian investors to invest in the CIBUS Fund II (“CIBUS II” or “The Underlying Fund”) strategy, capitalising on emerging and accelerating shifts in the sustainability and procurement of food. The future of food is being shaped by regulatory push and consumer pull, both of which have undergone an acceleration in their rate of change in recent years.

The key regulatory push factors centre around the key tenets of the Paris Agreement; a reduction of 50% in Green House Gas emissions by 2030 and “Net Zero” by 2050. There is a growing trend from governments across the globe to introduce policies, regulation and programs that both encourage and support farmers and landowners to change the way they produce food and use their land. Since 1947, there have been 2,211 climate laws and policies passed, planned, or approved globally, 2,056 of which were introduced since 2000. This policy shift will likely create significant investment opportunity. The key consumer pull factors are a result of growing interest in health and wellbeing, not only of individuals, but in the natural capital that supports the growing global human population. Food production is increasingly being scrutinised for its use and abuse of inputs, as well as the impact intensification of food production on the environment; in particular, water course pollution and soil degradation, as well as the potential long-lasting imbalances inflicted upon natural capital.

The CIBUS team has seen that traceability and transparency in the supply chain, has resulted in increasing demand for “better for you” and organic products as well as “clean label” inputs and ingredients, as consumer priorities shift. The total global wellness market is estimated to be USD 1.5tn with a CAGR of around 10%.

Key Information

Product Disclosure Statement

Overview

Spire Capital Ltd (“Spire”) continues to have high conviction in select pockets of the global private markets (i.e. ‘sweet spots’). As a private markets firm, we are excited for the future as we believe private markets have a structural advantage (relative to public markets) in accessing investments at the forefront of prevailing mega-trends. This includes impact investments whereby patient capital can be paired with active business plans to generate tangible outcomes in line with the UN Sustainable Development Goals. We are excited to be investing in the Food Security and Sustainability strategy in partnership with a high-quality investment adviser – Cibus Capital LLP (“Cibus Capital”) (formerly ADM Capital Europe LLP).

Spire has partnered with Cibus Capital, a limited liability partnership in the United Kingdom, to enable Australian investors to invest in the CIBUS Fund II (“CIBUS II” or “The Underlying Fund”) strategy, capitalising on emerging and accelerating shifts in the sustainability and procurement of food. The future of food is being shaped by regulatory push and consumer pull, both of which have undergone an acceleration in their rate of change in recent years.

The key regulatory push factors centre around the key tenets of the Paris Agreement; a reduction of 50% in Green House Gas emissions by 2030 and “Net Zero” by 2050. There is a growing trend from governments across the globe to introduce policies, regulation and programs that both encourage and support farmers and landowners to change the way they produce food and use their land. Since 1947, there have been 2,211 climate laws and policies passed, planned, or approved globally, 2,056 of which were introduced since 2000. This policy shift will likely create significant investment opportunity. The key consumer pull factors are a result of growing interest in health and wellbeing, not only of individuals, but in the natural capital that supports the growing global human population. Food production is increasingly being scrutinised for its use and abuse of inputs, as well as the impact intensification of food production on the environment; in particular, water course pollution and soil degradation, as well as the potential long-lasting imbalances inflicted upon natural capital.

The CIBUS team has seen that traceability and transparency in the supply chain, has resulted in increasing demand for “better for you” and organic products as well as “clean label” inputs and ingredients, as consumer priorities shift. The total global wellness market is estimated to be USD 1.5tn with a CAGR of around 10%.

Key Information

Product Disclosure Statement