Clean Focus Financials

Following up on a discussion last week between CVEC Exec Director and Clean Focus, attached is a draft parent guaranty, which it is proposed would cover decommissioning assurance, as a replacement for the guaranty originally executed by American Capital Energy (also attached).  The draft is redlined against the form of guaranty attached as Exhibit I to the EMSAs.

We are proposing Greenskies Clean Focus LLC (GCF) as the guarantor.  GCF, 100% owned by JLC Infrastructure, owns both Greenskies Clean Energy LLC (GRE, the development company and EPC provider for our projects) and Clean Focus Yield LLC (CFYL, the operating company that holds the portfolio of operating projects).  As such, GCF has a very strong equity position – $51M as of the end of Q1 2020, which we expect to approach $90M by the end of July with the acquisition of more projects.  The CVEC projects will be held under CFYL.

Clean Focus has provided a some public and a few confidential materials as background on GCF and JLC. The confidential documents are only available by a request made directly to CVEC’s Deputy Director, Maria Marasco:

1.  Greenskies Structure Chart, which shows the organizational structure, with GCF at the top

2.  Backgrounder on JLC and press release – JLC Infrastructure acquired Greenskies/Clean Focus at the end of 2019, replacing our previous investors.  JLC has raised an investment fund in the hundreds of millions of dollars, committed significant capital to the enterprise as of the acquisition, and continue to invest capital as we grow the company, our pipeline, and the operating portfolio.

2.  Greenskies Clean Focus 2019 Financials – audited 2019 financials for GCF.  JLC contributed a significant amount at the acquisition of Greenskies, mainly for the pipeline at GCE.

3.  Management financials for GCE as of Q1 2020 – JLC continues to contribute capital.  We expect total equity across both GCE and CFYL to be around $90M by the end of July.

The following are the legal documents proposed for acceptance:

The Guaranty

Parent Guaranty in word

Press Release

Structure Chart

Brochure for JLC

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