ECP Fund Managers
Energy Capital Partners Management, LP (“ECP Management”) is a Delaware limited
partnership and registered investment adviser that began operations in April 2005. ECP
Management and its affiliated registered investment advisers (as described in Item 10 “Other
Financial Industry Activities and Affiliations” below, together with ECP Management, the
“Advisers” and, collectively, with their affiliated entities, “ECP”) provide investment advisory
services to ECP’s private fund clients. Each Adviser, other than ECP Management, is registered
in accordance with SEC guidance under the Advisers Act.
The Advisers’ clients include Fund II (defined below), Fund III (defined below), Fund IV
(defined below), Fund V (defined below), the Mezzanine Fund (defined below), Credit Solutions
II (defined below), Renewable Power Fund Plus, LP (“RPF+”), ECP ETO (defined below), TG
Growth Fund (defined below), Calpine CF (defined below, and together with Fund I, Fund II, Fund
III, Fund IV, Fund V, the Mezzanine Fund, RPF+, ECP ETO, TG Growth Fund and Credit
Solutions II, each a “Fund” and, collectively, the “Funds” and, together with any future private
fund client managed by ECP, the “ECP Advised Funds”). The ECP Advised Funds are managed
by ECP Management. Additionally, as further described in Item 11 “Participation or Interest in
Client Transactions,” from time to time, the Advisers have provided and will continue to provide
(or agree to provide) certain investors or other persons the opportunity to participate in co-invest
vehicles (each a “Co-Invest Fund”) that will invest in certain portfolio companies alongside a
Fund. Unless otherwise noted, references throughout this Brochure to “ECP Advised Fund” or
“ECP Advised Funds” are generally intended to include the Co-Invest Funds. The Advisers are
generally operated as a single advisory business and are managed by a board of partners whose
members are Douglas Kimmelman, Peter Labbat, Tyler Reeder, Andrew Singer and Rahman
D’Argenio (collectively, the “ECP Partners”). In addition, investment funds affiliated with Dyal
Capital Partners (“Dyal”) (a subsidiary of Neuberger Berman) and Sumitomo Mitsui Trust Bank,
Limited (“SMTB” and together with Dyal, the “Passive Partners”) hold an indirect passive
minority right to certain cash flows in ECP Management and the general partners of the Funds.
The Passive Partners have no authority over the day-to-day operations or investment decisions of
the Advisers or the Funds, although each of the Passive Partners does have certain customary
minority protection consent rights.
The Advisers’ investment advisory services to the ECP Advised Funds include sourcing,
evaluating, negotiating, overseeing, managing and disposing of investments in the energy industry.
ECP tailors its advisory services in accordance with each Fund’s investment strategy as disclosed
in such Fund’s offering documents. Further specific details of the Advisers’ advisory services are
set forth in an ECP Advised Fund’s respective private placement memoranda, management
agreements and partnership and subscription agreements (collectively, the “Fund Documents”)
and are further described below in Item 8, “Methods of Analysis, Investment Strategies and Risk
of Loss.”
ECP Advised Funds
As used in this Brochure:
• Fund II consists of Energy Capital Partners II, LP along with any related parallel
vehicles, feeder vehicles, and alternative investment vehicles (collectively, “Fund
II”).
• Fund III consists of Energy Capital Partners III, LP along with any related parallel
vehicles, feeder vehicles and alternative investment vehicles (collectively, “Fund
III”).
• Fund IV consists of Energy Capital Partners IV-A, LP along with any related
parallel vehicles, feeder vehicles and alternative investment vehicles (collectively,
“Fund IV”).
• Fund V consists of ECP V, LP along with any related parallel vehicles, feeder
vehicles and alternative investment vehicles (collectively “Fund V”).
• ECP ETO consists of ECP Energy Transition Opportunities Fund, LP along with
any related parallel vehicles, feeder vehicles and alternative investment vehicles
(collectively, “ECP ETO”).
• TG Growth Fund consists of ECP Terra-Gen Growth Fund, LP along with any
related parallel
vehicles, feeder vehicles and alternative investment vehicles
(collectively, the “TG Growth Fund”).
• Calpine CF consists of ECP Calpine Continuation Fund, LP along with any related
parallel vehicles, feeder vehicles and alternative investment vehicles (collectively,
the “Calpine CF” and, together with Fund II, Fund III, Fund IV, Fund V, TG
Growth Fund and ECP ETO, the “Equity Funds”).
• the Mezzanine Fund consists of Energy Capital Partners Mezzanine Opportunities
Fund, LP along with any related parallel vehicles, feeder vehicles and alternative
investment vehicles (collectively, the “Mezzanine Fund”).
• Credit Solutions II consists of Energy Capital Partners Credit Solutions II-A, LP
along with any related parallel vehicles, feeder vehicles and alternative investment
vehicles, (collectively, “Credit Solutions II” and, together with the Mezzanine
Fund, the “Credit Funds”).
Investors in the ECP Advised Funds participate in the overall investment program for the
applicable Fund but could be excused from a particular investment due to legal, regulatory, or
other applicable constraints. Co-Invest Funds will be formed from time to time to co-invest
alongside the main Funds (as described above) in certain portfolio companies. The Advisers have
offered and may in the future offer certain investors or other persons the opportunity to invest
directly in a portfolio company. The Advisers have sole discretion in offering such investment
opportunities (through a Co-Invest Fund or otherwise), and such investment opportunities typically
will be offered to some and not to other Fund or third-party investors. In circumstances where an
entire investment could be made by a Fund, the Advisers may still allocate a portion of such
investment to one or more Co-Invest Funds or other investors in accordance with the applicable
Fund Documents and the Advisers’ allocation policy. Additionally, from time to time, the
Advisers have entered into, and will in the future enter into, fund-of-one or other separately
managed account-type arrangements (any such vehicles, including without limitation RPF+, the
“Tailored Vehicles”). Such arrangements generally are tailored to a specific investor or group of
investors and typically are expected to target different investment returns and/or different or
narrower investment strategies than those pursued by the Equity Funds or the Credit Funds and are
also generally managed on a non-discretionary basis. The Tailored Vehicles may also invest in
different parts of the capital structure than the Equity Funds or the Credit Funds or hold minority
positions in portfolio companies.
The Advisers have entered, and may in the future enter, into side letters or other similar
agreements with certain investors that have the effect of establishing rights under, supplementing,
or altering a Fund’s partnership agreement or an investor’s subscription agreement. Such rights or
alterations could be regarding economic terms, fee structures, excuse rights, information rights,
investment limitations, co-investment rights (including the provision of stated co-invest
opportunities or priority allocation rights to, for example, limited partners who have capital
commitments in excess of certain thresholds to one or more ECP Advised Funds), or transfer
rights, among others. For the most part, any rights established, or any terms altered or
supplemented will govern only the investment of the specific investor and not the terms of a Fund
as whole. Certain such additional rights but not all rights, terms or conditions may be elected by
certain sizeable investors with “most favored nations” rights pursuant to a Fund’s limited
partnership agreement. In addition, the Advisers generally make such side letters relating to a
particular Fund available to all limited partners of such Fund.
The information provided above about the investment advisory services provided by the
Advisers is qualified in its entirety by reference to the Fund Documents of the ECP Advised
Funds.
As of December 31, 2022, the Advisers managed approximately $18,218,000,000 in client
assets on a discretionary basis and approximately $418,761,000 in client assets on a non-
discretionary basis. Since inception, the Advisers have raised over $27 billion in capital
commitments.