Board of Directors of the Connecticut Green Bank Special Meeting Minutes

Transcription

1 Bard f Directrs f the Cnnecticut Green Bank Special Meeting Minutes Tuesday, September 18, :00-2:30 p.m. A special meeting f the Bard f Directrs f the Cnnecticut Green Bank (the Green Bank ) was held n September 18, 2018 at the ffice f the Cnnecticut Green Bank, 845 Brk Street, Rcky Hill, CT, in the Clnel Albert Ppe Bard Rm. Bard members participating: Bettina Brnisz (by phne), Eric Brwn (by phne), Betsy Crum (by phne), Jhn Harrity (by phne), Rb Klee (by phne), Matt Ranelli (by phne), Kevin Walsh (by phne), and Catherine Smith (by phne). Bard Members Absent: Thmas M. Flynn, Gina McCarthy Staff Attending: Emily Basham, Mackey Dykes, Brian Farnen, Isabelle Hazlewd, Selya Price, Eric Shrag, Nick Zuba, and Bert Hunter. Others (frm IPC): Je Bunannata, Ben Healey, and Chris Magalhaes 1. Call t rder Catherine Smith called the meeting t rder at 2:10pm 2. Public Cmments Nne nly Bard Members and staff in attendance 3. Investment Business Previews and Recmmendatins a. Preview Investments i. IPC cmmercial slar/rea/sunwealth IPC will spnsr the next fund The fund will likely be n a prject-by-basis basis with tax equity thrugh REA CGB will cntinue funding develpment thrugh CEFIA Hldings LLC Alternative funding still an ptin with Onyx 1

2 ii. Fuel Cell Energy Cnstructin Finance Facility fr CMEEC/Sub-Base Prject In respnse t Directr Walsh s questin as t the prject seeming t be ne which wuld nt require Green Bank supprt, Mr. Hunter respnded that there is still sme reluctance t fund these facilities withut Green Bank supprt, but that we are seeking t minimize ur capital supprt rle. Tw prjects presented; Cantn (Hydr) and Grtn Sub Base (Energy) Bert Hunter explained that the Cantn Hydr prject is cntinuing alng the develpment path Staff cnfirmed that CGB financing will nt be prvided until all permits are apprved Bert Hunter explained the effrts by Green Bank t raise a cnstructin finance facility in supprt f a fuel cell prject being cnstructed by FuelCell Energy ( FCE f Danbury) fr CMEEC t supply electric energy t the Naval Sub Base at Grtn. He explained that several lenders are interested in prpsing a facility fr FCE and that prpsals are expected sn. He explained that CGB wuld prpse t fund up t $5 millin in subrdinated debt fr the cnstructin t facilitate abut $20 t $25 millin f funding frm senir lenders t finance the prject. CGB will earn a fee fr this wrk A prpsal will be presented at the next Bard meeting in Octber Discussin regarding these prjects cntinued with the fllwing cmments: Per Kevin Walsh; Ensure equity nt paid ut befre debt is repaid Anther directr questined if CGB is just acting like a bank and whether ur available funds shuld be used fr ther prjects that cannt receive private financing? Hunter nted that CGB s participatin wuld enable ptentially lwer csts Als bringing prpsals t cmmercial banks fr lending ptins Kevin Walsh pinted ut that cmmercial banks may be eager t lk at prviding funding Hunter said the prpsals that are received may nt require Green Bank funding (t be determined) Anther directr stated that a cmmercial bank may be able t take n mre f the actual lending fr this prject Hunter nted that bids are in the prcess f being frmed and we will knw mre nce the bids are received Brian Farnen recapped the Investment Business Previews and Recmmendatins 3. Investment Business Recmmendatins b. Recmmended Investment i. PsiGen PBI Interim Financing Facility with IPC Ben Healey address financing fr PsiGen: PsiGen cllateral frm CGB PBI payments t PsiGen 2

3 Currently $9MM laned by Green Bank t PsiGen Bettina Brnisz asked hw lng the CGB temprary funding will be required prir t IPC receiving its initial capital allcatin; Ben Healey stated ptentially thrugh year-end Catherine Smith asked what is hlding up IPC funding? Brian Farnen stated that the CT Attrney General s ffice is lking fr mre dcumentatin regarding the nn-prfit CGB Legal is wrking with IPC n getting them all the dcumentatin necessary s funding can g frward Rb thanked CGB fr their assistance t seeing funding g thrugh fr IPC Reslutin #1 WHEREAS, the Cnnecticut Green Bank ( Green Bank ) has an existing and successful partnership with PsiGen, Inc. (tgether with its affiliates and subsidiaries, PsiGen ) t supprt PsiGen in delivering a slar lease and energy efficiency financing ffering t LMI husehlds in Cnnecticut; WHEREAS, the Green Bank Bard f Directrs ( Bard) previusly authrized the Green Bank s participatin in a credit facility (the BL Facility ) encmpassing all f PsiGen s slar PV system and energy efficiency leases in the United States as part f the cmpany s strategic grwth plan, in an amunt nt t exceed $15 millin; WHEREAS, that prir authrizatin fr the BL Facility excluded financing against Perfrmance Based Incentive ( PBI ) payments due t PsiGen under the Residential Slar Investment Prgram ( RSIP ), as such financing was expected t be prvided by Inclusive Prsperity Capital, Inc. ( IPC ); and WHEREAS, IPC is unable t prvide such financing as needed by PsiGen upn the clsing f the BL Facility, but is expected t be in a psitin t prvide such financing as IPC secures its initial funding. NOW, therefre be it: RESOLVED, that the Green Bank Bard authrizes the extensin f credit under a separate PBI-nly facility t PsiGen in additin t the BL Facility, prvided that Green Bank capital utstanding between such PBI-nly facility and the BL Facility des nt exceed the previusly authrized $15 millin ttal; RESOLVED, that nce IPC has secured its initial funding and is able t extend credit itself, the Green Bank will sell dwn its psitin in the PBI-nly facility t IPC n the same terms as will exist between Green Bank and PsiGen, but the Green Bank shall be permitted t c-lend with IPC t PsiGen under the PBI-nly facility until IPC can satisfy 100% f the capital required under the PBI-nly facility, prvided that Green Bank capital utstanding between such PBI-nly facility and the BL Facility des nt exceed the previusly authrized $15 millin ttal; and RESOLVED, that the prper Green Bank fficers are authrized and empwered t d all ther acts and negtiate and deliver all ther dcuments and instruments as they shall deem necessary and desirable t effect the abve-mentined legal instruments. 3

4 Mtin t Apprve PsiGen PBI Interim Financing Facility with IPC made by Betsy Crum 2 nd by Jhn Harrity Unanimusly Apprved 4

5 ii. C-PACE Initial Investment frm Hannn Armstrng C-PACE Prgram Funding: CGB stated sme C-PACE prjects wned by Hannn Armstrng (Hannn) wuld be paid ff t Hannn by CGB taking transactins back fr limited credit risk with this mve Hannn requested CGB t begin purchase in Octber 2018 with a smaller cmbined tranche f a $3.7Mil purchase with the balance being purchased after the cmpletin f the securitizatin Kevin viced cncern abut capital cnstraints and why wuld CGB take this n instead f a bank r ther financing? Hunter respnded that the repurchase is part f the Green Bank sustainability plan apprved by the Bard in December 2017 t invest in earning assets that culd prvide incme fr the Green Bank Eric Shrag nted this is in line with the Green Bank s Sustainability plan Hunter cnfirmed with Bellas that CGB has adequate cash-n-hand t address these transactins and nt take frm new r nging prjects Kevin Walsh asked if prtfli f these prject lans culd be placed in the market if they are gd investments? Additinal cmment that it felt gd t take in interest incme [frm these investments] Matt Ranelli asked if CGB is ver-securitizing its incentives? Plan was t get mre incme t pay dwn ther bills that maybe we might nt have t brrw s much Hunter explained that the securitizatin is returning capital that the investment side f the Green Bank laned t the incentive side and was nw able t recver that lan (via the securitizatin) and invest sme f the prceeds in earning assets accrding t the sustainability plan apprved by the Bard in December 2017 Accrding t Hunter, he and Bryan Garcia spke with Gerge Bellas abut the ability f the Green Bank t manage the initial purchase f the Hannn assets ($3.7 millin) and Mr. Bellas nted that CGB is in a gd place with capital/cash fr the transactin. Bard members discussed ensuring a balance here and nt having t much capital whereupn a member stated Yu can never have t much capital. Reslutin #2 WHEREAS, the Cnnecticut Green Bank ( Green Bank ) has an existing partnership with Hannn Armstrng ( Hannn ) pursuant t the C-PACE Prgram, Master Assignment and Servicing Agreement, dated December 17, 2015 (the Prgram Agreement ) apprved by the Green Bank Bard f Directrs (the Bard ) at a meeting held n Octber 16, 2015; WHEREAS, the Green Bank and Hannn have elected nt t extend the Prgram Agreement beynd its December 17, 2018 terminatin date; WHEREAS, Green Bank and Hannn have agreed t terms pursuant t which Green Bank wuld repurchase and acquire 100% wnership in the Benefit Assessment Liens riginated pursuant t the Prgram Agreement as set frth in a memrandum t the Bard dated September 11, 2018; 5

6 NOW, therefre be it: RESOLVED, that the Bard authrizes Green Bank t repurchase and acquire 100% wnership in the Benefit Assessment Liens riginated pursuant t the Prgram Agreement, materially cnsistent with the terms set frth in the Bard Mem; RESOLVED, that the prper Green Bank fficers are authrized and empwered t d all ther acts and negtiate and deliver all ther dcuments and instruments as they shall deem necessary and desirable t effect the abve-mentined legal instruments. Mtin t Apprve C-PACE Initial Investment frm Hannn Armstrng made by Betsy Crum 2 nd by Jhn Harrity Unanimusly Apprved 4. Adjurn Catherine and Brian thanked all fr their participatin in tday s meeting Upn a mtin made by Rb Klee and secnded by Catherine Smith, the meeting was adjurned at 2:40pm. Respectfully submitted, Catherine Smith, Chairpersn 6