CONFLICT OF INTEREST DISCLOSURE STATEMENT

We wish to notify you of a series of investment industry regulations called the Client Focused Reforms that have been introduced by the Canadian Securities Administrators to help protect investors. As part of these new reforms, all registered firms across Canada must provide their Clients with more detailed disclosures by June 30, 2021, which outline how the firm manages actual or potential conflicts of interest.

Stonebridge is registered under Canadian securities legislation as an Exempt Market Dealer, Portfolio Manager and Investment Fund Manager and is therefore required to identify material conflicts of interest that may arise between Stonebridge, and any individual acting on its behalf, and our Clients and resolve such conflicts in a manner that puts the Client’s interest first. A Conflict of Interest may arise when the business interests of Stonebridge are inconsistent or divergent with that of our Client. While Stonebridge has adopted policies and procedures to identify and manage any potential Conflict of Interest, we recognize the need to disclose the nature and extent of any Conflict of Interest we have identified so that our Clients can assess independently if the conflict, and how we address it, are material to their investment decision.

The purpose of the Conflict of Interest Disclosure Statement is to describe any potential conflict that may arise under each of Stonebridge’s registrant roles, and the measures we have taken to prevent, avoid and mitigate such conflict and otherwise resolve the conflict in a manner consistent with our Client’s best interest.

 

Referral Arrangements

On rare occasions, Stonebridge may pay a referral fee to an outside party for referral of a successfully arranged financing opportunity.

 

The Stonebridge Policies and Procedures Manual defines a referral fee as a monetary or non-monetary compensation for services provided by the referring party and establishes the terms of any referral agreement be set out in a written agreement that clearly outlines each participants’ role and responsibilities including any Conflict of Interest that may result from the relationship. Prior to any services being provided, Stonebridge provides written disclosure to our Client of the referral arrangement to ensure our Client understands the extent of the referring parties’ financial interest in the referral arrangement, any potential conflict, and the general terms of the arrangement.

 

Stonebridge does not receive referral fees from outside parties.

 

Compensation Arrangements

Stonebridge’s monetary compensation is fee based and consists of financing arrangement fees, advisory fees and administrative agency fees. All fee-based compensation is disclosed and agreed to by our Client in advance and invoiced to our Client when earned by Stonebridge.

 

All Stonebridge Employees are paid a base salary with certain key Employees being eligible for performance-based bonuses.

 

Gifts and Entertainment

The Stonebridge Code of Ethics and Professional Conduct sets out the firm’s standard of conduct related to gifts and entertainment.

 

While Stonebridge permits Employees to accept modest gifts or entertainment below a Board established monetary threshold, Employees are prohibited from receiving or furnishing, directly or indirectly any gifts or entertainment that would be considered expensive or excessive by normal industry standards or that would not occur in the ordinary course of business. The Stonebridge Code of Ethics and Professional Conduct further restricts Employees from accepting or offering gifts, entertainment or other benefits that would compromise or be seen to compromise their judgement or inappropriately influence others.

 

The Code prohibits Employees from using their employment status with Stonebridge to obtain personal gain from those doing business or wishing to do business with Stonebridge or accepting any gifts or benefits that include cash, personal loans, non-business travel, or that would contravene any laws or would be interpreted as an improper inducement or payment. Employees are prohibited from accepting gifts or entertainment that would reflect negatively on Stonebridge or be considered inappropriate by a reasonable person.

 

Marketing and Promotion

The use of social media websites creates the potential for compliance and supervisor challenges for Stonebridge. The Stonebridge Code of Ethics and Professional Conduct establishes standards of business conduct related to an Employee’s use of marketing or social media. The use by an Employee of any personal or unauthorized social media web sites, chat rooms or social blogs on any devise for the purpose of promoting, marketing or advertising Stonebridge services is strictly prohibited. While Stonebridge maintains a social media presence that includes our website and company managed social media accounts, content management of these social media accounts is restricted to authorized Employees, with all content reviewed before posting. Under no circumstances will corporately managed social media platforms be used to distribute Fund performance information.

 

Stonebridge adheres to the principles of dealing fairly, honestly and in good faith with Clients. Stonebridge’s Policies and Procedures Manual directs Employees to take care in the preparation and distribution of marketing materials to Clients or prospective Clients to ensure all information, including any statements or claims are true and the information disclosed is complete, so as to prevent the information from being misleading to the recipient.

 

Outside Business Activities

The Stonebridge Code of Ethics and Professional Conduct governs outside business activity and prevents employees from engaging in outside business activities that could reasonably be considered to be in conflict with an Employee’s performance of their duties and responsibilities to Stonebridge and our Clients.

 

Stonebridge encourages Employees to participate in political, personal interest, social or community-based organizations including holding a position on the board, if the activity does not reflect negatively on Stonebridge and these outside activities do not interfere with the fulfillment of their duties and responsibilities. Each Employee must disclose and obtain written consent to accept or hold an external directorship or a position of influence in an outside organization. Employees registered with a provincial regulatory authority are required to disclose all outside business activity as a requirement of employment.

 

Furthermore, Employees are prohibited from having a financial interest in, or borrowing personally from a Client, Stakeholder or any organization that provides services to Stonebridge. Employees are also prohibited from personally receiving a fee or personally gaining from referring a Stonebridge Client to an outside party or for referring an outside party to Stonebridge.

 

At the start of their employment and annually thereafter all Employees must acknowledge they have read and understand the Stonebridge Code of Ethics and Professional Conduct.

 

Personal Trading

The Stonebridge Code of Ethics and Professional Conduct sets forth the standard for Employee’s personal trading. Employees are strictly prohibited form directly trading in securities, or benefiting from the direct trading of securities of a publicly traded company, whether for the account of the Employee, their spouse, children, or other family members, friends or other associates while in possession of confidential (non-public) information of the traded company obtained through their employment with Stonebridge or through a relationship of Stonebridge.

 

Where an Employee indirectly holds a prohibited security through a pooled investment (mutual fund), and where it can be reasonably determined the Employee has no discretion over the investments held within such pooled investment, an Employee’s participation in the pooled investment is permitted.

 

Investment in Related and Connected Issuers

The only investment fund securities sold by Stonebridge are securities of the Stonebridge Infrastructure Debt Fund I LP and Stonebridge Infrastructure Debt Fund II LP (“Stonebridge Funds”), each of which are a related/connected issuer for purposes of National Instrument 33-105, Underwriting Conflicts, as each Stonebridge Fund is managed by Stonebridge.  Stonebridge receives a management fee for its services as manager of the Stonebridge Funds.  Stonebridge’s relationship with the Stonebridge Funds may cause Stonebridge to perform due diligence on the products that we offer with a less independent view. We may also be considered to have an added incentive to sell the securities of the Stonebridge Funds, including that the judgment of our Dealing Representatives, management and supervisory staff may be affected by this relationship. While we do have policies and procedures in place to assess a purchase as suitable for a Client, you may wish to get independent advice from a trusted professional before you consider purchasing securities of a Stonebridge Fund through Stonebridge.

 

Listing of “related or connected issuer” products offered by us which are offered to permitted clients as defined in NI 31-103 and accredited investors as defined in NI 45-106 by way of an offering memorandum and subscription document include:

 

  • Stonebridge Infrastructure Debt Fund I LP
  • Stonebridge Infrastructure Debt Fund II LP

 

Financing Opportunities

Stonebridge arranges, structures, syndicates and closes private placement debt financing transactions in the institutional market with a focus on renewable energy, health, social infrastructure and bulk lease financing. These private placement debt investments are governed by a negotiated credit agreement and security documentation entered into by the Client and borrower, in each case with independent legal counsel representation.

 

Fair Allocation

Stonebridge strives to be fair and equitable in the allocation of new financing opportunities to Clients.

When determining the participants for the distribution of a new financing opportunity, Stonebridge considers factors such as the transaction size, the term, the commitment and financing timelines, the potential Client market sector interest, any preliminary feedback from potential Clients, and the Client’s funding availability and staffing resources.

The fair allocation of Client financing commitments on financing transactions that are undersubscribed or at the financing commitment amount, are governed solely by the Client and the amount of their financing commitment.

On financing transactions that are oversubscribed, Stonebridge considers a number of factors in determining a fair and appropriate financing allocation, including the monetary size and timing of each commitment, the Investment objectives of the Client, the amount of the oversubscription, any commitment limitations or conditions imposed by the Client, the similarities of each Client’s commitment terms and conditions, and other influences.

All things being equal, Stonebridge allocates the participation of each Client on a pro rata basis to their initial commitment. If the Client does not accept the pro rata allocation or if the financing commitments are not identical, Stonebridge enters into active discussions with the Client to reach a negotiated solution that is in the best interest of the Client.

Fund Allocation

To ensure adherence to the principles of fairness, honesty and good faith when dealing with Fund Clients, Stonebridge assesses each Stonebridge originated debt investment to ensure it is suitable for and complies with the investment objectives of our Fund Clients. Each debt investment is subject to the approval of the Stonebridge credit investment committee, presently comprised of five individuals including three external, independent members.

 

Fund Expense Allocation

All Fund expenses are governed by a Limited Partnership Agreement and are allocated on a pro rata basis based on the Fund Client’s capital commitment.

Fraudulent Email Notice

Stonebridge Financial Corporation have been contacted by several individuals advising us of having received an email reportedly from a human resource representative of Stonebridge Financial Corporation offering employment opportunities in Canada. Stonebridge Financial Corporation does not recruit internationally and uses reputable Canadian recruitment agencies when hiring for any available positions. Any emails not originating from an email address ending in @stonebridge.ca should be considered fraudulent and reported to the proper authority. Stonebridge has notified the Spam Reporting Centre of the Government of Canada to assist in preventing any further use of our corporate name in this activity.  Any inquiries as to the authenticity of any email reportedly from Stonebridge should be directed to info@stonebridge.ca or by completing the inquiry form located at https://stonebridge.ca/contact-us/

Pesakastew Solar Project

Stonebridge Financial Corporation (“Stonebridge”) is pleased to announce the closing of a $16.1 million, long-term, fixed rate debt financing in respect of the construction and operation of the 10 MW ground-mount solar project located in the rural Municipality of Weyburn, Saskatchewan (the “Project”).

The Project is a partnership comprising George Gordon First Nation, Star Blanket Cree Nation & Natural Forces. The Project will generate clean, renewable energy that is sold to Saskatchewan Power Corporation under a 20-year power purchase agreement.

Stonebridge acted as Financial Arranger to the Pesakastew Solar Project and financing for the Project was provided by Stonebridge Infrastructure Debt Fund II Limited Partnership and fully discretionary investment accounts managed by Stonebridge.

Stonebridge is an exempt market dealer and asset manager, which through its various business groups and affiliates provides financial advisory services, asset management, long-term debt financing, agency services and lease financing. The company focuses on financial advisory and arranging of project financings in the infrastructure and energy sectors, having dedicated teams for each. Stonebridge has arranged and closed a total of $7.1 billion in financing, with $3.4 billion under administration for institutional investors. Stonebridge Infrastructure Debt Fund I and II Limited Partnerships and related separately managed accounts (the “Funds”) act as direct lenders and co-investors to infrastructure and energy projects across Canada. To date, the Funds have raised over $1 billion in committed capital.

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Halifax Regional Municipality Organics Management Infrastructure and Long-Term Operating Contract DBOOT PPP

Stonebridge Financial Corporation (“Stonebridge”) is pleased to announce the closing of a $106 million, long-term, fixed rate project financing (the “Financing”) in respect of the Organics Management Infrastructure and Long-Term Operating Contract design-build-own-operate-transfer PPP project located in Halifax, Nova Scotia (the “Project”). The term of the Financing is inclusive of the entire construction period and the majority of the 25-year operating period of the Project.

The Project was procured by Halifax Regional Municipality (“HRM”) via a competitive procurement process beginning with a Request for Qualifications issued in November 2017 and followed by a Request for Proposals issued in July 2019 pursuant to which Harbour City Renewables (the “Consortium”) was selected as Preferred Proponent in December 2020. The Consortium was jointly led by Maple Reinders PPP Ltd. and AIM Capital Ltd.

The Project shall process up to 60,000 tonnes of organic waste as collected from HRM residential and commercial collection programs. The Project will utilize proven in-vessel aerobic technology, with industry leading pre- and post-treatment systems that are fully housed indoors and incorporates advanced odour mitigation, capture and treatment measures for facilities of this kind. Known as aerobic digestion or composting, the advanced treatment at this facility will result in the conversion of organic waste to Class A Compost as defined by CCME and Nova Scotia Environment guidelines.

Stonebridge acted as Financial Advisor and Arranger to the Consortium and financing for the Project was provided by The Canada Life Assurance Company, The Canada Life Insurance Company of Canada, and Stonebridge Infrastructure Debt Fund II Limited Partnership. Stonebridge shall also act as Administrative Agent and Collateral Agent for the entire term of the Financing.

Stonebridge is an exempt market dealer and asset manager, which through its various business groups and affiliates provides financial advisory services, asset management, long-term debt financing, agency services and lease financing. The company focuses on financial advisory and arranging of project financings in the infrastructure and energy sectors, having dedicated teams for each. Stonebridge has arranged and closed a total of $7.1 billion in financing, with $3.4 billion under administration for institutional investors. Stonebridge Infrastructure Debt Fund I and II Limited Partnerships and related separately managed accounts (the “Funds”) act as direct lenders and co-investors to infrastructure and energy projects across Canada. To date, the Funds have raised over $1 billion in committed capital.

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Prince Edward Island Seniors Homes

Stonebridge Financial Corporation (“Stonebridge”) is pleased to announce the closing of a $37.5 million, 20-year fixed rate debt financing in respect of the Prince Edward Island Seniors Homes portfolio of facilities, which is comprised of 277 beds between two publicly funded Nursing Home / Community Care Facilities (Garden Home and Whisperwood Villa) located in Charlottetown, Prince Edward Island (the “Project”).

Stonebridge acted as Financial Advisor and Arranger to Prince Edward Island Seniors Homes and financing for the Project was provided by Stonebridge Infrastructure Debt Fund II L.P. Stonebridge shall also act as Administrative Agent for the entire term of the financing.

Stonebridge is an exempt market dealer and asset manager, which through its various business groups and affiliates provides financial advisory services, asset management, long-term debt financing, agency services and lease financing. The company focuses on financial advisory and arranging of project financings in the infrastructure and energy sectors, having dedicated teams for each. Stonebridge has arranged and closed a total of $7.1 billion in financing, with $3.4 billion under administration for institutional investors. Stonebridge Infrastructure Debt Fund I and II Limited Partnerships and related separately managed accounts (the “Funds”) act as direct lenders and co-investors to infrastructure and energy projects across Canada. To date, the Funds have raised over $1 billion in committed capital.

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Haven Hill Retirement Centre

Stonebridge Financial Corporation (“Stonebridge”) is pleased to announce the closing of a $19.1 million, 20-year fixed rate debt financing in respect of Haven Hill Retirement Centre, a publicly funded 152-bed residential care facility located in Penticton, British Columbia (the “Project”) owned by Buron Healthcare Ltd.

Stonebridge acted as Financial Advisor and Arranger to Buron Healthcare Ltd. and financing for the Project was provided by The Canada Life Assurance Company. Stonebridge shall also act as Administrative Agent for the entire term of the financing.

Stonebridge is an exempt market dealer and asset manager, which through its various business groups and affiliates provides financial advisory services, asset management, long-term debt financing, agency services and lease financing. The company focuses on financial advisory and arranging of project financings in the infrastructure and energy sectors, having dedicated teams for each. Stonebridge has arranged and closed a total of $7.1 billion in financing, with $3.4 billion under administration for institutional investors. Stonebridge Infrastructure Debt Fund I and II Limited Partnerships and related separately managed accounts (the “Funds”) act as direct lenders and co-investors to infrastructure and energy projects across Canada. To date, the Funds have raised over $1 billion in committed capital.

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Stonebridge is proud to announce that Denis Bourassa, Co-Executive Chairman & CO-CEO has been re-appointed as a director to the Board of The Canadian Council for Public-Private Partnerships (“CCPPP”) for the year 2020 – 2021.

Stonebridge is proud to announce that Denis Bourassa, Co-Executive Chairman & CO-CEO has been re-appointed as a director to the Board of The Canadian Council for Public-Private Partnerships (“CCPPP”) for the year 2020-2021. CCPPP is a national not-for-profit non-partisan, member-based organization with broad representation from across the public and private sectors. Its mission is to promote innovative approaches to infrastructure development and service delivery through public-private partnerships with all levels of government. The Council is a proponent of evidence-based public policy in support of P3s, facilitates the adoption of international best practices, and educates stakeholders and the community on the economic and social benefits of public-private partnerships. The Council organizes an annual conference that is recognized internationally as the premier forum bringing together senior government and business leaders in the P3 community at which the most successful Canadian public-private partnerships are celebrated through CCPPP’s National Awards for Innovation and Excellence. The Council is governed by a Board of Directors and operated by several staff.

CCPPP Annual Conference

Stonebridge is proud to provide our continued support of the CCPPP Annual conference as a 2020 Awards Silver sponsor. Please join our colleagues Jim Cahill & Omer Malik digitally on November 18th.

Potentia Renewables 17 Limited Partnership

Stonebridge Financial Corporation (“Stonebridge”) is pleased to announce the closing of a $35.0 million, long-term, fixed rate debt financing in respect of the acquisition by Potentia Renewables 17 Limited Partnership (“PR17”) of a 67 MW portfolio of operating wind and solar assets in Nova Scotia and Ontario (the “Portfolio”).

The energy generated by the wind projects is sold to Nova Scotia Power Inc. and the energy generated by the solar projects is sold to the Independent Electricity System Operator, under various long-term PPAs.

Stonebridge acted as Financial Arranger to PR17 and financing for acquisition of the Portfolio was provided by Stonebridge managed investment accounts, including Stonebridge Infrastructure Debt Fund II Limited Partnership, as well as another Canadian asset management company.

Stonebridge Financial Corporation is a specialized financial services company offering asset management, portfolio administration, financial advisory services, and private debt financing, including structuring, arranging and syndicating private debt transactions to the Canadian institutional marketplace. Since inception Stonebridge has arranged and syndicated over $4.1 billion in project debt financing.  In addition, Stonebridge Financial Corporation manages over $900M in assets on behalf of  Stonebridge Infrastructure Debt Fund II L.P, which is an open-ended fund focused on long-term, investment grade social infrastructure and energy private debt transactions in the Canadian marketplace and several separately managed accounts (SMAs) for institutional investors.

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