TIDMRCOI
RNS Number : 6368V
Riverstone Credit Opps. Inc PLC
11 August 2022
Riverstone Credit Opportunities Income Plc
Interim Report and Unaudited Interim Condensed Financial
Statements
For the six months ended 30 June 2022
We lend to companies that build and operate the infrastructure
used to generate, transport, store and distribute both renewable
and conventional sources of energy, and companies that provide
services to that infrastructure.
We also lend to companies seeking to facilitate the energy
transition by decarbonising the energy, industrial and agricultural
sectors, building sustainable infrastructure and reducing or
sequestering carbon emissions.
We seek to ensure that our investments are having a positive
impact on climate change by structuring each deal as either a Green
Loan or a Sustainability-Linked Loan, documented using industry
best practices.
Company number: 11874946
All capitalised terms are defined in the list of defined terms
in the list of defined terms below unless separately defined .
Riverstone Credit Opportunities Income Plc is an externally
managed closed-ended investment company listed on the London Stock
Exchange.
The Company's Ordinary Shares were admitted to the Specialist
Fund Segment of the London Stock Exchange plc's Main Market and
incorporated and registered on 11 March 2019 in England and Wales
with an unlimited life.
INVESTMENT MANAGER
The Company's Investment Manager is Riverstone Investment Group
LLC, which is controlled by affiliates of Riverstone Holdings LLC
("Riverstone").
Riverstone was founded in 2000 and is currently one of the
world's largest and most experienced investment firms focused on
energy, power, infrastructure and decarbonisation. The firm has
raised over $43 billion of capital and committed approximately $44
billion to over 200+ investments in North America, South America,
Europe, Africa, Asia and Australia. Headquartered in New York,
Riverstone has built a global platform with additional offices
located in Menlo Park, Houston, London, Amsterdam and Mexico City.
Since its founding, the Firm has grown its presence significantly
and currently employs over 90 professionals worldwide.
The registered office of the Company is 27-28 Eastcastle Street,
London, W1W 8DH.
Key Financials
NAV as at 30 June 2022 $93.74m
NAV per Share as at 30 June 2022 $1.02
Market capitalisation as at 30 June 2022 $76.90m
Share price at 30 June 2022 $0.84
Total comprehensive income for period ended 30 June 2022 $3.83m
EPS for the period ended 30 June 2022 4.18 cents
Distribution per share with respect to the period ended 30 June 2022 4.0 cents
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Highlights
-- The NAV at 30 June 2022 was $ 1.02 per share.
-- Distributions of 4.0 cents per share approved with respect to
the period ended 30 June 2022.
-- 3 full realisations, 1 new investment and 2 upsized
investments executed in the period ended 30 June 2022.
INVESTMENT OBJECTIVE
The Company seeks to generate consistent Shareholder returns
predominantly in the form of income
distributions, principally by making senior secured loans to
energy-related companies.
The Company lends to companies working to drive change and
deliver solutions across the energy sector, spanning renewable as
well as conventional sources, with a primary focus on
infrastructure assets. The Company's aim is to build a portfolio
that generates an attractive and consistent risk adjusted return
for investors.
INVESTMENT POLICY
The Company seeks to achieve its investment objective through
investing primarily in a diversified portfolio of direct loans to
companies that build and operate the infrastructure used to
generate, transport, store and distribute both renewable and
conventional sources of energy, and companies that provide services
to that infrastructure. We also lend to companies seeking to
facilitate the energy transition by decarbonising the energy,
industrial and agricultural sectors, building sustainable
infrastructure and reducing or sequestering carbon emissions. We
seek to ensure that our investments are having a positive impact on
climate change by structuring each deal as either a Green Loan or a
Sustainability-Linked Loan, documented using industry best
practices.
Further details on the Company's investment strategy, investment
restrictions and distribution policy are outlined in the Company's
Annual Report for the year ended 31 December 2021.
Chairman's Statement
Overview
On behalf of the Board, I am pleased to present this interim
report for the six months ended 30 June 2022, which reflects strong
performance by RCOI. During the period, RCOI has continued to
pursue its strategy of originating, executing, and managing a
diverse portfolio of senior secured well-collateralised loans to
companies seeking to advance the energy transition by decarbonising
energy infrastructure and infrastructure services. Furthermore, our
growing record of attractive realisations has continued apace.
Our strategic re-balancing towards energy transition reflects
not only the developed world's secular trend towards net zero, but
also our belief that this focus presents a significant opportunity
to provide a compelling total return through a combination of
current yield and asset growth.
The investment manager's strategy focuses deliberately on
asset-based lending, conservative LTVs and structurally protective
features in senior secured, short duration, 100% floating rate
loans, to mitigate risk as well as to optimise yield. This approach
supports our ambition to deliver annual returns to shareholders of
8-10%. Since our IPO in May 2019 and pro forma for the second
quarter dividend, we have delivered 25.5% NAV total return and
20.57 cents in dividends paid.
Our loan portfolio is diversified and of outstanding quality,
including water infrastructure company Blackbuck Resources; plastic
recycling firm Circulus Holdings; London listed maritime
infrastructure operator Harland & Wolff; and chemical
technology firm Streamline Innovations. We remain focused on steady
yield and principal preservation and remain disciplined in our
investment approach.
Shortly after the period end, RCOI re-initiated a share buyback
programme, in recognition of the fact that the current share price
does not, in our view, reflect the value of the portfolio and
strategy. The buyback underlines the Board's confidence of the
strategy's high performing and differentiated approach.
As we are faced with a strong energy market backdrop, we remain
very optimistic about the investment opportunity set, given the
market environment for energy investments is as strong as we have
seen it since the IPO in May 2019.
On behalf of all the Board, I would like to thank our
shareholders for their continuing support.
Key Developments
RCOI's NAV has remained robust during the period under review,
with a current NAV per share of $1.02 (31 December 2021:
$1.02).
In the first half of 2022, there was one new investment, Harland
& Wolff, a London-listed infrastructure operator engaged in the
development and operation of strategic maritime assets across the
United Kingdom. This loan has been structured as a Green Loan
following the Green Loan Principles and a Sustainability-Linked
Loan with performance indicators focused on social responsibility.
In addition, the loan to Streamline Innovations, a sponsor backed
leader in environmentally advanced treatment solutions and
equipment for hydrogen sulphide was successfully upsized bringing
the total amount committed by RCOI to $13.8m. There were also three
full realisations in the beginning of 2022. Signet Maritime
Corporation was fully realised in April 2022 with a 14.5 per cent
gross IRR and 1.33x gross MOIC; Roaring Fork Midstream was fully
realised in June 2022 resulting in a 21.3 per cent gross IRR and a
1.16x gross MOIC respectively; in addition, Imperium3 NY, LLC was
realised in April 2022 resulting in a 32.5 per cent gross IRR and
1.25x gross MOIC. For Imperium3 NY, LLC, RCOI will retain its share
of non-dilutable equity warrants which provides meaningful upside
to this investment. Our pipeline of investment opportunities
continues to remain robust, focused on energy infrastructure,
infrastructure services and energy transition opportunities.
Performance
The Company reported a profit of $3.8 million for the period
ending 30 June 2022 as a result of income received from the
investment portfolio and changes in the portfolio's valuations. The
Net Asset Value ("NAV") of the Company remained solid and ended the
period at $1.02 per share. The Company paid income of 3.70 cents
per share to investors, achieving its stated dividend target. The
Company has now delivered NAV total returns of 25.5% to investors
since inception and 20.57 cents of income, including the dividend
for the second quarter of 2022.
The current unrealised portfolio remains profitable at an
average 1.13x Gross MOIC. Characteristics of RCOI's investment
strategy, particularly the focus on a conservative LTV, a
diversified sector and end-user base, as well as structured
incentives for early repayment, have assisted the portfolio in its
ability to limit the impact of broad market fluctuations on
performance.
RCOI has executed 20 direct investments since inception and
cumulatively invested $178 million of capital since the IPO in May
2019. The realised investments, now comprising 12, have delivered
for the trust an average IRR of 18.8%. Our capital has facilitated
corporate transitions, leading to earlier than expected
refinancings on a number of transactions. This has left the trust
modestly underinvested, despite a continually strong pipeline and
favourable macro environment for our strategy.
The Board is extremely pleased with our highly diversified and
dynamic portfolio of investments and the robust pipeline of new
opportunities. Our focus on decarbonising energy infrastructure and
infrastructure services will continue into the future, but the
portfolio we have now is already making a big impact. Just as we
had with more traditional energy companies, we are finding that
businesses at the forefront of energy transition find our first
lien, short-duration, floating rate product highly appealing and a
good fit for their development plans.
As always, the Board and the manager remain vigilantly focused
on managing the portfolio to ensure long-term value creation for
our shareholders. We look to the future with confidence.
Reuben Jeffery, III
Chairman
10 August 2022
Investment Manager's Report
ABOUT THE INVESTMENT MANAGER
Appointed in May 2019, the Investment Manager, an affiliate of
Riverstone, will seek to generate consistent shareholder returns
predominantly in the form of income distributions principally by
making green and sustainability-linked, senior secured loans to
energy-related businesses. Loans are classified as Green Loans when
they support environmentally sustainable economic activity and
Sustainability Linked Loans when they contain sustainability
performance targets or other equivalent metrics to be monitored. We
lend to companies working to drive change and deliver solutions
across the energy sector, spanning renewable as well as
conventional sources, with a primary focus on infrastructure
assets. Our aim is to build a portfolio that generates an
attractive and consistent risk adjusted return for our
investors.
The Company will seek to achieve its investment objective
predominantly through investing in a diversified portfolio of
direct and indirect investments in loans, notes, bonds, and other
debt instruments, including convertible debt, issued by Borrowers
operating in the energy sector. Riverstone's investment
professionals have a combination of industry knowledge, financial
expertise, and operating capabilities. The Company will also
benefit from the guidance and input provided by non-Riverstone
Credit Team members of Riverstone's credit investment committee who
will be involved in the Company's investment process. The Company
believes that Riverstone's global network of deep relationships
with management teams, investment banks and other intermediaries in
the energy sector will lead to enhanced sourcing and deal
origination opportunities for the Company.
INVESTMENT STRATEGY
The Investment Manager will seek to leverage the wider
Riverstone platform to enhance its investment strategy through the
opportunities presented and the synergies gained from being part of
one the largest dedicated energy focused private equity firms.
The key elements of the Investment Manager's investment strategy
in relation to the Company and its SPVs are summarised below.
CORE STRATEGY - DIRECT LING
The Investment Manager will be primarily focused on originating
opportunities from small to middle-sized energy companies in what
the Riverstone team call the "Wedge"; companies too small for the
capital markets and without the conforming credit metrics that
allow access to the commercial bank market.
All investments directly originated by the Company's SPVs are
expected to involve providing primary capital to the Borrower,
after having completed a thorough and comprehensive due diligence
process. In each case the Riverstone team will be able to influence
terms and conditions. In many cases, direct investments are
expected to be held solely by the Company's SPVs, in some cases
alongside Other Riverstone Funds. In others, the Company's SPVs
(and Other Riverstone Funds) may be a member of a syndicate
arranged by a third party.
The Investment Manager expects that lending investments made
directly by the Company's SPVs will have a contractual duration of
three to five years from inception and an expected duration of one
to two years. The maximum term of any investment made by the
Investment Manager will be 7 years. Many of the loans, however, are
short term floating rate loans with floating rate coupons that are
indexed to LIBOR or SOFR as well as contain rate floors. Despite
the current inflationary environment with interest rates already
rising and potential to continue in the next few years, this does
not result in a decline in value in our loans.
ComplEmentary Strategies - Capital Relief and Market-Based
Opportunities The Investment Manager may be presented with
opportunities to acquire from banks' so-called "non-conforming"
loans which can no longer be held on bank balance sheets. The
Investment Manager expects that such "capital relief" transactions
will be secondary in nature, will typically be based on public due
diligence information and will typically not allow the Company to
influence the underlying terms of the relevant Investment. The
Investment Manager expects that, in capital relief transactions,
the Company may participate as part of a broader syndicate of
third-party lenders. The Investment Manager expects capital relief
transactions made by the Company's SPVs to have a duration of one
to three years from inception and an expected duration of less than
12 months.
Riverstone believes that the same trends which make it difficult
for smaller Borrowers to access capital markets may create
attractive opportunities for investors such as the Company to
acquire syndicated loans and bonds in the open market at
risk-adjusted returns that match or exceed the returns available
from direct lending opportunities. In such circumstances, the
Company's SPVs may make selected investments in the secondary
market for syndicated loans and bonds where the Investment Manager
believes that such instruments offer suitable risk adjusted
returns.
The Investment Manager expects market-based opportunities
generally to be secondary in nature, typically to be based on
public due diligence information and may, typically, not allow the
Company any influence on the underlying terms of the investment.
The Investment Manager expects market-based opportunities will
typically involve the Company's SPVs being part of a broader
syndicate of lenders.
INVESTMENT PORTFOLIO SUMMARY
The Investment Manager has reviewed numerous opportunities
within the Investment Guidelines since RCOI's admission. As of 30
June 2022, the Company holds eight direct investments across energy
infrastructure & infrastructure services and energy transition
assets as further discussed below. In addition, RCOI holds the
warrants of one investment where the loan was fully realised. Three
realisations occurred during the period ended 30 June 2022. The
Investment Manager continues to maintain a strong pipeline of
investment opportunities and expects to make a number of further
commitments across the infrastructure, infrastructure services and
energy transition sectors. RCOI, when making a new investment, will
receive an allocation of the investment in accordance with the
limitations illustrated in the Company's Investment Restrictions.
The determination of what percentage they will receive will be pro
rata to the available capital for all of the RCP funds that are
eligible to participate in the investment.
In the descriptions that follow, yield to maturity is inclusive
of all upfront fees, original issue discounts, drawn spreads and
prepayment penalties through the stated maturity of the loan. Most
loans have incentives to be called early. A portion of the loans
have a "payment-in-kind" feature for drawn coupons for a limited
time period. Similarly, some of the loans have a "delayed-draw"
feature that allows the borrower to call capital over time, but
always with a hard deadline. Loans that are committed are loans
with signed definitive documentation where a structuring fee and/or
original issue discount have been earned and the Company earns an
undrawn spread. Loans that are invested are loans with signed
definitive documentation where a structuring fee and/or original
issue discount have been earned, the Company has funded the loan to
the borrower and the Company is earning a drawn coupon.
Riverstone expects that every loan it makes will advance the
cause of Energy Transition one way or another. For new green energy
infrastructure, or conversion of older assets to a more sustainable
use, we will make "Green Loans." For existing hydrocarbon related
businesses, we will make "Sustainability-Linked Loans" that tie
loan economics to meeting specific sustainability performance
targets. Both structures will be based on LSTA guidelines and be
subject to second party opinions from Sustainable Fitch.
Harland & Wolff - RCOI participated in a $70.0 million first
lien Green Term Loan to a publicly listed infrastructure operator
engaged in the development and operation of strategic maritime
assets across the United Kingdom.
At closing on 9 March 2022, $11.8 million was committed by RCOI
and $7.9 million was drawn of the $35 million committed facility
tranche. The first lien term loan has a maturity of September 2023
and an estimated all-in yield to maturity of 13.2 percent for RCOI
on a fully-drawn basis. Proceeds from the term loan will be
utilised to fund working capital and capital expenditures
associated with the fabrication of wind turbine generator jackets
for the NnG offshore wind project, to repay existing indebtedness,
to fund an interest reserve account, and to pay transaction fees
& expenses. The Company will also grant Riverstone detachable
warrants over new ordinary shares in the Company ("Warrants") as
part of this transaction. A total of 8,665,380 Warrants will be
issued, of which 2,970,987 warrants are for RCOI.
The term loan has been structured as a Green Loan following the
Green Loan Principles published by the LMA, APLMA, and LSTA and a
Sustainability-Linked Loan with performance indicators focused on
social responsibility. Harland & Wolff is incentivised to
upscale its group-wide apprenticeship programme aimed at the local
communities in which it operates. Harland & Wolff plans to
build on its success to-date and seeks further contracts within the
renewables and "green maritime" sectors, such as fabrication
contracts for offshore wind and hydrogen projects, new vessel
builds, retrofits with sustainability credentials and other such
contracts that would promote the UK Government's agenda to
achieving Net Zero by 2050.
As of 30 June 2022, $10.1 million of the $11.8 million
commitment has been invested.
Streamline Innovations - RCOI participated in a $20.0 million
first lien delayed-draw Sustainability-Linked Term Loan to a
sponsor-backed leader in environmentally-advanced treatment
solutions and equipment for hydrogen sulphide (H2S) in energy,
renewable fuels, wastewater, landfill gas, biogas, and industrial
processes.
At closing on 23 November 2021, $6.9 million was committed by
RCOI and $1.7 million was drawn at closing. The first lien term
loan has a maturity of November 2024 and an estimated all-in yield
to maturity of 11.1 percent for RCOI on a fully-drawn basis. The
term loan is structured as a Sustainability-Linked Loan, whereby
the loan pricing steps up unless a sustainability target is met
that is tied to new construction of H2S treating plants, which
eliminate poisonous H2S gas and reduce toxic sulphur dioxide (SO2)
emissions by eliminating routine flaring.
In May 2022, RCOI participated in a $25.0 million upsize of the
investment, which now qualifies as a Green Loan, bringing the total
loan size to $45.0 million. As part of the upsize, Sustainable
Fitch provided a Second Party Opinion ("SPO") on the Green Loan to
Streamline. The SPO verifies the Term Loan's alignment to the LSTA
Green Loan Principles with the transaction being compliant with the
four pillars of the LSTA Green Loan Principles and aligned with the
LSTA category of pollution and prevention.
As of 30 June 2022, $6.8 million of the $13.8 million commitment
has been invested.
Circulus Holdings - RCOI participated in a $100.0 million first
lien Green Term Loan to a sponsor-backed recycler of low-density
polyethylene ("LDPE") for use in food-grade packaging, injection
moulding applications, bags, films and other high-end products.
At closing on 23 August 2021, $12.3 million was invested by
RCOI. The term loan has a maturity of August 2024 and an expected
all-in yield to maturity of 13.5%. Following the closing, a portion
was sold to a third party in Q4 2021.
The term loan was RCP and RCOI's first investment documented as
a "Green Loan" per LSTA guidelines, with use of proceeds tied to
specific green initiatives and carefully tracked to ensure
compliance. RCP and RCOI intend to use similar lending structures
for qualifying companies going forward.
Use of proceeds was to build additional plants across the
US.
As of 30 June 2022, the full remaining commitment of $9.2
million is invested.
Blackbuck Resources - RCOI participated in a $50.0 million first
lien delayed-draw Sustainability-Linked Term Loan to a
sponsor-backed water infrastructure company focused on providing
E&P operators with a one-stop shop for all things related to
water management, including treatment, gathering, recycling,
storage and disposal. At closing on 30 June 2021, $9.9 million was
committed by RCOI. The first lien term loan has a maturity of June
2024 and an estimated all-in yield to maturity of 11.9% for RCOI on
a fully-drawn basis.
The term loan was RCP and RCOI's first investment documented as
a "Sustainability-Linked Loan" per LSTA guidelines, with pricing
step-ups tied to meeting specific sustainability performance
targets ("SPTs") set by the Company's board. For Blackbuck, the
SPTs were related to the number of truckloads of water (and the
resulting emissions) that could be removed from the highways from
their activities. RCP and RCOI intend to use similar lending
structures for qualifying companies going forward. Use of proceeds
was primarily to refinance existing indebtedness and growth
capex.
In June 2022, the loan was upsized $7.0 bringing the total
facility to $57.0 million. The proceeds, along with incremental
equity, will be used to fund growth capex associated with new
contracts.
Sustainable Fitch, a division of Fitch Group focused on ESG,
provided a Second Party Opinion ("SPO") on the
Sustainability-Linked Loan to Blackbuck. The SPO considers the loan
to be aligned with the five pillars of the LSTA
Sustainability-Linked Loan Principles.
As of 30 June 2022, $10.2 million of the $11.6 million
commitment has been invested.
Imperium3 New York, Inc - RCOI participated in a $63.0 million
first lien delayed-draw term loan to a lithium-ion battery company
that will commercialise high performing lithium-ion batteries by
developing a large-scale manufacturing facility in Endicott, NY. In
addition to having a first lien on the manufacturing assets, the
credit facility is supported by two parent guarantors: Charge CCCV
("C4V"), which is a research and development company based in
Binghamton, New York with patented discoveries in battery
composition, and Magnis Energy Technologies Limited ("Magnis")
[ASX: MNS]. Once producing at scale, the company will be the first
U.S. battery cell supplier not captive to an original equipment
manufacturer and supply various underserved industrial
end-markets.
At closing on 16 April 2021, $6.8 million was committed by RCOI
and $5.4 million was drawn at closing. Following the close 20% of
the funded investment was sold to a third party. The first lien
term loan has a maturity of April 2025 and an estimated all-in
yield to maturity of 22.1% for RCOI on a fully-drawn basis. The
yield is made up of upfront fees, a drawn coupon and exit fees that
are higher than the average in the rest of the portfolio.
Use of proceeds was primarily to construct the manufacturing
facility.
In April 2022, the Company fully refinanced this loan with a new
source of financing, resulting in a 32.5 percent realised IRR and
1.25x realised MOIC. Additionally, the Company will retain our
non-dilutable equity warrants which provides meaningful upside to
this investment.
Hoover Circular Solutions - RCOI originally participated in a
recapitalisation of a sponsor-backed company that is the leading
specialty rental provider of containers and mobile asset management
solutions across the energy, industrial, refining, and
petrochemical industries. The Borrower went through a rebranding
and refocus on sustainability. The term loan closed October
2020.
At closing, $7.4 million was committed by RCOI. The first lien
term loan has a maturity of October 2024 and an all-in expected
yield to maturity of 10.4% on a fully drawn basis. Following the
sale of the Company's offshore business, $3.2 million of RCOI's
outstanding principal was repaid on 3 June 2020, with the residual
$4.2 million investment remaining in a first lien senior-secured
position with sub 3x leverage. A portion of the commitment was paid
down, with interest and fees, in the first half of 2021.
As of 30 June 2022, the remaining $3.8 million commitment has
been invested.
FS Crude, LLC - RCOI originally participated in a $75 million
first lien delayed-draw term loan for a sponsor-backed midstream
company that provides crude gathering, storage and blending
services to a diversified footprint of producers in the core of the
Delaware Basin. The term loan closed in March 2020.
At closing, $13.7 million was committed by RCOI. The first lien
term loan originally had a maturity of March 2023 and an all-in
expected yield to maturity of 11.7% on a fully drawn basis. As part
of a fulsome amendment and in exchange for covenant relief, the
Borrower paid down $40 million of principal as well as interest and
fees on 28 December 2020. The remaining $35 million remains in a
first lien senior-secured position, of which RCOI's commitment is
$6.4 million. As part of the paydown, the maturity date was amended
to March 2024.
Use of proceeds from the credit facility was to fund
construction, operation, and maintenance costs of the crude
system.
As of 30 June 2022, the remaining $6.4 million commitment has
been invested.
EPIC Propane - RCOI participated in a $75.0 million first lien
delayed-draw term loan to a sponsor-backed midstream company that
will provide propane purity offtake transportation to the Houston,
TX export market. The term loan closed in June 2019.
At closing, $14.8 million was committed by RCOI. The first lien
term loan has a maturity of December 2022 and an all-in expected
yield to maturity of 11.6% on a fully drawn basis.
Use of proceeds from the credit facility was for the
construction of a new propane pipeline from Robstown and Corpus
Christi, TX to Sweeney, TX.
As of 30 June 2022, the full $14.8 million commitment has been
invested.
Caliber Midstream - RCOI participated in a $10.0 million upsize
of RCP's commitment to a $65.0 million first lien Holdco term loan
for a sponsor-backed Bakken focused midstream company that provides
crude oil and natural gas gathering and processing, produced water
transportation and disposal, and freshwater sourcing and
transportation. RCP closed the initial $65.0 million financing in
June 2018. The term loan upsize closed in August 2019.
At closing, $3.4 million was committed by RCOI. The first lien
HoldCo term loan had a maturity of June 2022 and an all-in expected
yield to maturity of 11.8% on a fully drawn basis.
Use of proceeds, combined with an Opco revolving credit facility
draw, was to fund an acquisition.
In March 2021, Caliber Midstream Partners' (the "Company" or
"OpCo") largest customer, Nine Point Energy, terminated their
midstream contract with Caliber and subsequently filed for Chapter
11 bankruptcy. In April 2021, RCOI and other RCP affiliates
purchased a small allocation of the OpCo revolving credit facility
with a maturity in June 2023. In May 2021, RCP and other HoldCo
Lenders completed a recapitalisation of Caliber resulting in HoldCo
Term Loan Lenders receiving substantially all of the equity in
HoldCo. In March 2022, the Company and OpCo lender closed the
restructuring with the OpCo lenders receiving 100% of the equity.
Following the restructuring, new management was hired, a new
contract was executed and there remains increased focus on cost
cutting initiatives and new revenue opportunities.
As of 30 June 2022, the full $4.0 million commitment has been
invested.
SUMMARY AND OUTLOOK
The backdrop for the broader energy sector remains strong,
continuing the trend seen at the beginning of 2022. Given our focus
on energy infrastructure, infrastructure services and energy
transition assets, RCOI is well-diversified and poised to take
advantage of the investment opportunity brought about by the
convergence of two market phenomena, namely the consistent growing
demand for sources of energy and the concurrent need to meet global
"net-zero" targets.
The realisations made in the period have resulted in ample
liquidity to deploy into the energy infrastructure and
infrastructure pipeline of opportunities. As the commodity market
overall remains strong and given the strong returns of the
realisations, we are poised to continue to provide stable cashflows
and an attractive yield. We will therefore continue to target
similar investment opportunities through our Green Loans and
Sustainability Linked Loans with sustainability performance
targets. Additionally, despite the recent increase in inflation and
rise in interest rates, our floating rate loans are all based in
LIBOR or SOFR with floors and don't decline in value as interest
rates are likely to rise.
Based on the current unfunded commitments, recent deal activity
and potential new investment opportunities, the Investment Manager
believes RCOI will remain close to fully committed throughout
2022.
BUSINESS REVIEW
GOING CONCERN
As at 30 June 2022, the Company's cash balance was $4.5 million,
in addition to cash balances held at the SPVs of $8.8 million. The
Directors and Investment Manager expect that this is sufficient to
cover existing liabilities of $0.8 million, total unfunded
commitments of $10.1m, the distribution of $1.8 million with
respect to the quarter ended 30 June 2022 and any foreseeable
expenses for the period to 31 December 2023, being a period of at
least 12 months from approval of the financial statements.
The Directors and Investment Manager expect that proceeds from
loan interest repayments and realisation of investments will enable
the Company to continue to pay quarterly distributions for the
foreseeable future.
The Covid-19 pandemic has caused severe disruptions in the
global economies and capital markets. The pandemic may also
continue to materially and adversely impact the performance of the
global economy, the Company's operations and investments in the
future. The conflict between Ukraine and Russia has also had, and
is expected to continue for some time to have, substantial
additional impacts on the global economy, particularly in respect
of inflation rates. Given the on-going nature of both the Covid-19
pandemic and the conflict between Ukraine and Russia, it is
currently not possible to determine the potential scale and scope
of the ultimate effects on the global economy, capital markets, and
the Company's operations and investments. As the situation around
both continues to evolve, these will remain risks to the
Company.
The Directors and Investment Manager are actively monitoring
these situations and their potential effect on the Company and its
underlying investments. In particular, they have considered the
following specific key potential impacts:
-- unavailability of key personnel at the Investment Manager or Administrator;
-- increased volatility in the fair value of investments;
-- disruptions to business activities of the underlying investments; and
-- recoverability of income and principal and allowance for expected credit losses.
In considering the above key potential impacts of COVID-19 and
the conflict between Ukraine and Russia on the Company and its
underlying investments, the Investment Manager has assessed these
with reference to the mitigation measures in place.
As further detailed in note 4 to the financial statements, the
Investment Manager uses a third-party valuation provider to perform
a full independent valuation of the underlying investments. The
Investment Manager has also assessed the recoverability of income
due from the underlying investee companies and has no material
concerns. Additionally, the Investment Manager and Directors have
considered the cash flow forecast and a reverse stress test to
determine the term over which the Company can remain viable given
its current resources.
Based on the assessment outlined above, including the various
risk mitigation measures in place, the Directors do not consider
that the effects of COVID-19 and the conflict between Ukraine and
Russia to have created a material uncertainty over the assessment
of the Company as a going concern.
On the basis of this review, and after making due enquiries to
the Investment Manager, the Directors have a reasonable expectation
that the Company has adequate resources to continue in operational
existence for the period to 31 December 2023, being a period of
assessment covered by the Directors and at least 12 months from
approval of the financial statements. Accordingly, they continue to
adopt the going concern basis in preparing the financial
statements.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company's assets consist of investments, through SPVs,
within the global energy industry, with a particular focus on
opportunities in the global E&P and midstream energy
sub-sectors. The Company also focuses on energy transition,
infrastructure and infrastructure services by structuring deals as
either a Green Loan or a Sustainability-Linked Loan. Its principal
risks are therefore related to market conditions in the energy
sector in general, but also the particular circumstances of the
businesses in which it is invested. The Investment Manager seeks to
mitigate these risks through active asset management initiatives
and by carrying out due diligence work on potential targets before
entering into any investments.
The Board thoroughly considers the process for identifying,
evaluating and managing any significant and emerging risks faced by
the Company on an ongoing basis and has performed a robust
assessment of those risks, which are reported and discussed at
Board meetings. The Board ensures that effective controls are in
place to mitigate these risks and that a satisfactory compliance
regime exists to ensure all applicable local and international laws
and regulations are upheld. The principal risks are consistent with
those set out in the 2021 Annual Report.
For each material risk, the likelihood and consequences are
identified, management controls and frequency of monitoring are
confirmed and results reported and discussed at the quarterly Board
meetings.
The key areas of risk faced by the Company and mitigating
factors are summarised below:
1. The Ordinary Shares may trade at a discount to NAV per Share
for reasons including but not limited to market conditions,
liquidity concerns and actual or expected Company performance. As
such, there can be no guarantee that attempts to mitigate such
discount will be successful or that the use of discount control
mechanisms will be possible, advisable or adopted by the Company.
To mitigate this risk, the Investment Manager closely monitors and
identifies the reasons for significant fluctuations, and considers
the Company's share buyback programme when applicable and in the
interests of Shareholders.
2. The ability of the Company to meet the target distribution
will depend on the Investment Manager's ability to find investments
that generate sufficient and consistent yield to support the Target
Distribution. The Investment Manager will identify and manage
suitable investments in accordance with the Investment Policy,
market conditions and the economic environment. To mitigate this
risk, the Company's Investment Policy and investment restrictions
enable the Company to build a diversified energy portfolio that
should deliver returns that are in line with the Target
Distribution range.
3. The ability of the Company to achieve its investment
objectives is dependent on the Investment Manager sourcing and
making appropriate investments for the Company. Investment returns
will depend upon the Investment Manager's ability to source and
make successful investments on behalf of the Company. To mitigate
this risk, the Investment Manager believes sourcing investments is
one of its competitive advantages. The Investment Manager is well
resourced and has access to the wider skills and expertise at
Riverstone whose personnel have years of experience in the global
energy sector.
4. Environmental exposures and existing and proposed
environmental legislation and regulation may adversely affect the
operations of Borrowers. Delay or failure to satisfy any regulatory
conditions or other applicable requirements could prevent the
Company from acquiring certain investments or could hinder the
operations of certain Borrowers. To mitigate this risk, The
Investment Manager implements monitoring and quality control
procedures to mitigate the occurrence of any violation of
safety/health and environmental laws. The Investment Manager has a
clear ESG policy which is implemented and reviewed by the
Board.
5. The Company's investment objective requires it to invest in
loans that are likely to be both illiquid and scarce. If there is
an adverse change in the underlying credit, then the ability of
RCOI to recover value may be impaired. To mitigate this risk, the
Company primarily originates shorter duration senior secured loans
with protective provisions. In some instances the loans incentivise
early repayment.
6. The valuations used to calculate the NAV on a quarterly basis
will be based on the Investment Manager's unaudited estimated fair
market values of the Company's investments and may be based on
estimates which could be inaccurate. To mitigate this risk, the
Investment Manager has an extensive valuation policy and also has
engaged the independent valuation services of Houlihan Lokey on a
quarterly basis.
7. In today's global technological environment, the Company, its
investments and its engaged service providers are subject to risks
associated with cyber security. The effective operation of the
Investment Manager and the businesses of Borrowers are likely to be
highly dependent on the availability and operation of complex
information and technological systems. To mitigate this risk, The
Audit Committee Chairman monitors cyber security risk and best
practices and cyber security due diligence is performed on each
potential borrower.
8. The Company may be exposed to fluctuations and volatility in
commodity prices through investments it makes, and adverse changes
in global supply and demand and prices for such commodities may
adversely affect the business, results of operations, and financial
condition of the Company. To mitigate this risk, the Investment
Manager intends to create a diversified portfolio across various
energy subsectors, commodity exposures, technologies and
end-markets to provide natural synergies that aim to enhance the
overall stability of the portfolio.
9. The Company will only lend to Borrowers in the global energy
sector and such single industry concentration could affect the
Company's ability to generate returns. Adverse market conditions in
the energy sector may delay or prevent the Company from making
appropriate investments. The ongoing coronavirus pandemic has led
to a decline in global commerce and travel, thereby causing
reductions in the near-term demand for energy especially within oil
and gas, and long-term impacts remain unknown for the Company's
Borrowers. To mitigate this risk, the Investment Manager intends to
create a diversified portfolio across various energy subsectors,
commodity exposures, technologies and end-markets to provide
natural synergies that aim to enhance the overall stability of the
portfolio.
10. The performance of the Company may be affected by changes to
interest rates and credit spreads. To mitigate this risk, the
Investment Manager assesses credit risk and interest rate risk on
an ongoing basis and closely monitors each investment with the
assistance of each respective management team and the engaged
service providers.
The principal risks outlined above remain the most likely to
affect the Company in the second half of the year.
Directors' Responsibilities Statement
The Directors are responsible for preparing this Interim Report
in accordance with applicable law and regulations.
The Directors confirm that to the best of their knowledge:
-- The unaudited interim condensed financial statements have
been prepared in accordance with UK-adopted IAS 34 Interim
Financial Reporting; and
-- The Chairman's Statement, Investment Manager's Report and the
notes to the condensed financial statements include a fair review
of the information required by:
i. DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the period and their impact on the unaudited interim condensed
financial statements; and a description of the principal risks and
uncertainties for the remaining six months of the year; and
ii. DTR 4.2.8R of the Disclosure Guidance and Transparency
Rules, being related party transactions that have taken place in
the period and that have materially affected the financial position
and performance of the Company during that period.
On behalf of the Board
Reuben Jeffery, III
Chairman
10 August 2022
Independent Review Report
to Riverstone Credit Opportunities Income Plc
Conclusion
We have been engaged by Riverstone Credit Opportunities Income
Plc ('the Company') to review the condensed set of financial
statements in the Interim Report for the six months ended 30 June
2022 which comprises the Condensed Statement of Financial Position,
the Condensed Statement of Comprehensive Income, the Condensed
Statement of Changes in Equity, the Condensed Statement of Cash
Flows and related notes 1 to 15. We have read the other information
contained in the Interim Report and considered whether it contains
any apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the Interim Report for the six months ended 30 June 2022 is not
prepared, in all material respects, in accordance with UK-adopted
International Accounting Standard 34 and the Disclosure Guidance
and Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Basis for Conclusion
We conducted our review in accordance with International
Standard on Review Engagements 2410 (UK) "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council. A review of
interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 2, the annual financial statements of the
Company are prepared in accordance with UK-adopted international
accounting standards. The condensed set of financial statements
included in this Interim Report has been prepared in accordance
with UK-adopted International Accounting Standard 34, "Interim
Financial Reporting".
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis of Conclusion
section of this report, nothing has come to our attention to
suggest that management have inappropriately adopted the going
concern basis of accounting or that management have identified
material uncertainties relating to going concern that are not
appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with this ISRE, however future events or conditions may
cause the entity to cease to continue as a going concern.
Responsibilities of the directors
The directors are responsible for preparing the Interim Report
in accordance with the Disclosure Guidance and Transparency Rules
of the United Kingdom's Financial Conduct Authority.
In preparing the Interim Report, the directors are responsible
for assessing the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors
either intend to liquidate the Company or to cease operations, or
have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial
information
In reviewing the Interim Report, we are responsible for
expressing to the Company a conclusion on the condensed set of
financial statements in the half-yearly financial report. Our
conclusion, including our Conclusions Relating to Going Concern,
are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the Company in accordance with
guidance contained in International Standard on Review Engagements
2410 (UK) "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Financial
Reporting Council. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
Company, for our work, for this report, or for the conclusions we
have formed.
Mike Gaylor
Ernst & Young LLP
London
10 August 2022
Condensed Statement of Financial Position
As at 30 June 2022
30 June 2022 31 December 2021
Note $'000 $'000
-----
Non-current assets
Investments at fair value through profit or loss 4 87,292 87,125
-------------------------------------------------- ----- -------------- -----------------
87,292 87,125
Current assets
Loan interest receivable 4 1,407 1,418
Dividends receivable 4 1,199 674
Trade and other receivables 6 208 97
Cash and cash equivalents 4,482 4,884
-------------------------------------------------- ----- -----------------
7,296 7,073
Current liabilities
Trade and other payables 7 (846) (898)
-------------------------------------------------- ----- -------------- -----------------
Net current assets 6,450 6,175
Net assets 93,742 93,300
-------------------------------------------------- ----- -------------- -----------------
Equity
Share capital 8 915 915
Capital redemption reserve 8 85 85
Other distributable reserves 8 91,179 91,179
Retained earnings 1,563 1,121
Total Shareholders' funds 93,742 93,300
-------------------------------------------------- ----- -------------- -----------------
Number of Shares in issue at period/year end 91,545,383 91,545,383
Net assets per share (cents) 12 102.40 101.92
-------------------------------------------------- ----- -------------- -----------------
The interim condensed financial statements were approved and
authorised for issue by the Board of Directors on 10 August 2022
and signed on its behalf by:
Reuben Jeffery, III Emma Davies
Chairman Director
The accompanying notes below form an integral part of these
interim condensed financial statements.
Condensed Statement of Comprehensive Income
For the six months ended 30 June 2022 (Unaudited)
For the six months ended For the six months ended
30 June 2022 30 June 2021
Note Revenue Capital Total Revenue Capital Total
$'000 $'000 $'000 $'000 $'000 $'000
------------------ ----- ------------------------------------------------------ ----------------------------------- -------- ------------------------------------------- ---------------------------------- --------
Investment
gain /
(loss)
Change in fair
value of
investments at
fair value
through profit
or loss 4 - 167 167 - (898) (898)
------------------ ----- ------------------------------------------------------ ----------------------------------- -------- ------------------------------------------- ---------------------------------- --------
- 167 167 - (898) (898)
Income
Investment income 4 4,837 - 4,837 4,516 - 4,516
------------------ ----- ------------------------------------------------------ ----------------------------------- -------- ------------------------------------------- ---------------------------------- --------
4,837 - 4,837 4,516 - 4,516
Expenses
Directors' fees
and expenses 14 (94) - (94) (83) - (83)
Other operating
expenses (530) - (530) (498) - (498)
Profit share 10 (559) - (559) (444) - (444)
Total expenses (1,183) - (1,183) (1,025) - (1,025)
Operating profit
/ (loss) for the
period 3,654 167 3,821 3,491 (898) 2,593
Finance income
Interest income 7 - 7 1 - 1
------------------ ----- ------------------------------------------------------ ----------------------------------- -------- ------------------------------------------- ---------------------------------- --------
Total finance
income 7 - 7 1 - 1
Profit / (loss)
for the period
before tax 3,661 167 3,828 3,492 (898) 2,594
Tax 11 - - - - - -
------------------ ----- ------------------------------------------------------ ----------------------------------- -------- ------------------------------------------- ---------------------------------- --------
Profit / (loss)
for the period
after tax 3,661 167 3,828 3,492 (898) 2,594
Profit / (loss)
and total
comprehensive
income for the
period 3,661 167 3,828 3,492 (898) 2,594
Profit / (loss)
and total
comprehensive
income
attributable to: - - -
Equity holders of
the Company 3,661 167 3,828 3,492 (898) 2,594
Earnings per
share
------------------ ----- ------------------------------------------------------ ----------------------------------- -------- ------------------------------------------- ---------------------------------- --------
Basic and diluted
earnings per
Share (cents) 12 4.00 0.18 4.18 3.81 0.98 2.83
------------------ ----- ------------------------------------------------------ ----------------------------------- -------- ------------------------------------------- ---------------------------------- --------
All 'Revenue' and 'Capital' items in the above statement derive
from continuing operations. No operations were acquired or
discontinued in the period.
The 'Total' column of this statement is the profit and loss
account of the Company and the 'Revenue' and 'Capital' columns
represent supplementary information prepared under guidance issued
by the Association of Investment Companies. Profit / (loss) for the
period after tax also represents Total Comprehensive Income.
The accompanying notes below an integral part of these interim
condensed financial statements.
All capitalised terms are defined in the list of defined terms
below unless separately defined.
Condensed Statement of Changes in Equity
For the six months ended 30 June 2022 (Unaudited)
For the six months
ended Capital redemption Other distributable
30 June 2022 Share capital reserve reserves Retained earnings Total
Note $'000 $'000 $'000 $'000 $'000
--------------------- ----- -------------- -------------------- -------------------- ------------------ --------
Opening net assets
attributable to
Shareholders 915 85 91,179 1,121 93,300
Total comprehensive
income for the
period - - - 3,828 3,828
Interim
distributions paid
in the period 13 - - - (3,386) (3,386)
Closing net assets
attributable to
Shareholders 915 85 91,179 1,563 93,742
--------------------- ----- -------------- -------------------- -------------------- ------------------ --------
After taking account of cumulative unrealised losses of $308k
and other distributable reserves and distributions made, the total
distributable reserves as at 30 June 2022 were $ 93,050k .
For the six months Capital Other
ended Share redemption distributable Retained
30 June 2021 capital reserve reserves earnings Total
$'000 $'000 $'000 $'000 $'000
------------------------------- --- --------- ------------ --------------- ---------- --------
Opening net assets
attributable to shareholders 915 85 91,179 3,351 95,530
Total comprehensive
income for the period - - - 2,594 2,594
Interim distributions
paid in the period 13 - - - (3,387) (3,387)
Closing net assets
attributable to shareholders 915 85 91,179 2,558 94,737
------------------------------- --- --------- ------------ --------------- ---------- --------
After taking account of cumulative unrealised gains of $621k and
other distributable reserves and distributions made, the total
reserves distributable by way of a distribution as at 30 June 2021
were $93,116k.
The accompanying notes below form an integral part of these
interim condensed financial statements.
Condensed Statement of Cash Flows
For the six months ended 30 June 2022 (Unaudited)
For the six months ended For the six months ended
Note 30 June 2022 30 June 2021
$'000 $'000
--------------------------------------------------------- ----- ------------------------- -------------------------
Cash flows from operating activities
Operating profit for the financial period 3,821 2,593
Adjustments for:
Movement in fair value of investments 4 (167) 898
Investment income 4 (4,837) (4,516)
Movement in payables (52) (242)
Movement in receivables (111) (108)
Loan interest received 4 2,778 2,672
Dividends received 1,550 1,797
Bank interest received 3 1
--------------------------------------------------------- ----- ------------------------- -------------------------
Net cash generated from operating activities 2,985 3,095
Cash flows from investing activities
Investment additions 4 - (563)
--------------------------------------------------------- ----- ------------------------- -------------------------
Net cash (used in) / generated from investing activities - (563)
Cash flows from financing activities
Distributions paid 13 (3,386) (3,387)
------------------------- -------------------------
Net cash used in financing activities (3,386) (3,387)
Net movement in cash and cash equivalents during the
period (401) (855)
Cash and cash equivalents at the beginning of the period 4,883 5,374
--------------------------------------------------------- ----- -------------------------
Cash and cash equivalents at the end of the period 4,482 4,519
--------------------------------------------------------- ----- ------------------------- -------------------------
The accompanying notes below form an integral part of these
interim condensed financial statements.
Notes to the Unaudited Interim Condensed Financial
Statements
For the six months ended 30 June 2022
1. General Information
The Company was incorporated and registered in England and Wales
on 11 March 2019 with registered number 11874946 as a public
company limited by shares under the Companies Act 2006
(the "Act"). The principal legislation under which the Company
operates is the Act. The Directors intend, at all times, to conduct
the affairs of the Company so as to enable it to qualify as an
investment trust for the purposes of section 1158 of the
Corporation Tax Act 2010, as amended.
2. Basis of preparation
The condensed financial statements have been prepared in
accordance with UK-adopted IAS 34 Interim Financial Statements.
Where presentational guidance set out in the AIC SORP, 2021
edition, is consistent with the requirements of UK-adopted IAS, the
Directors have sought to prepare the condensed financial statements
on a basis compliant with the recommendations of the AIC SORP. In
particular, supplementary information which analyses the Statement
of Comprehensive Income between items of a revenue and capital
nature has been presented alongside the total Statement of
Comprehensive Income.
The same accounting policies, presentation and methods of
computation are followed in these condensed financial statements as
were applied in the preparation of the Company's annual financial
statements for the year ended 31 December 2021. These accounting
policies will be applied in the Company's financial statements for
the year ended 31 December 2022.
The Company's annual financial statements were prepared on the
historic cost basis, as modified for the measurement of certain
financial instruments at fair value through profit or loss and in
accordance with UK-adopted international accounting standards
('IAS') and with those parts of the Companies Act 2006 applicable
to companies under UK-adopted IAS.
These condensed financial statements do not constitute statutory
accounts as defined in section 434 of the Companies act and do not
include all information and disclosures required in an Annual
Report. They should be read in conjunction with the Company's
Annual Report for the year ended 31 December 2021.
The Company's Annual Report for the year ended 31 December 2021
included an unqualified audit report that did not reference any
matters by way of emphasis and did not contain any statements under
sections 498 (2) and (3) of the Companies Act 2006. A copy of this
annual report has been delivered to the Registrar of Companies.
Going concern
As at 30 June 2022, the Company's cash balance was $4.5 million,
in addition to cash balances held at the SPVs of $8.8 million. The
Directors and Investment Manager expect that this is sufficient to
cover existing liabilities of $0.8 million, total unfunded
commitments of $10.1m, the distribution of $1.8 million with
respect to the quarter ended 30 June 2022 and any foreseeable
expenses for the period to 31 December 2023, being a period of at
least 12 months from approval of the financial statements.
The Directors and Investment Manager expect that proceeds from
loan interest repayments and realisation of investments will enable
the Company to continue to pay quarterly distributions for the
foreseeable future.
After making enquiries, the Directors have a reasonable
expectation that the Company has adequate resources to continue in
operational existence to at least 31 December 2023, being a period
of assessment covered by the Directors and at least 12 months from
the approval of the condensed financial statements. In making this
assessment, they have considered the effects of COVID-19 and the
conflict between Ukraine and Russia as outlined in the Business
Review, including the various risk mitigation measures in place and
do not consider these to have had a material impact on the
assessment of the Company as a going concern. Accordingly, the
Company continues to adopt the going concern basis of accounting in
preparing the interim financial statements.
Segmental Reporting
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors, as a
whole. The key measure of performance used by the Board to assess
the Company's performance and to allocate resources is the
Company's Net Asset Value, as calculated under UK-adopted IAS, and
therefore no reconciliation is required between the measure of
profit or loss used by the Board and that contained in the Interim
Report.
The Company invests in corporate entities as a single segment
and therefore, for management purposes, the Company is organised
into one main operating segment. All of the Company's current
income is derived from within the United States. All of the
Company's non-current assets are located in the United States. Due
to the Company's nature, it has no customers.
Seasonal and Cyclical Variations
The Company's results do not vary as a result of seasonal
activity.
3. Significant accounting judgements, estimates and assumptions
The preparation of the financial statements requires management
to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets, liabilities, income and expenses.
Judgements, estimates and assumptions are continually evaluated
and are based on management experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances.
Judgements include the assessment of the Company as an
Investment Entity as defined in IFRS 10 'Consolidated Financial
Statements' and the assessment of the SPVs as structured
entities.
Estimates and assumptions that are significant to the financial
statements include the valuation of the investments as detailed in
note 4 and the potential impact of climate change.
Further details of these judgements, estimates and assumptions
made by the Directors are given in the annual financial statements
for the year ended 31 December 2021.
4. Investments at fair value through profit or loss
For the six months ended For the year ended
30 June 2022 31 December 2021
Loans Equity Total Loans Equity Total
$'000 $'000 $'000 $'000 $'000 $'000
--------------- ------- ------- -------- ----------------------------- ------------------- ------------------
Opening balance 60,049 27,076 87,125 60,049 28,499 88,548
Restructuring 213 (213) - - - -
Investment
addition /
(proceeds) - - - - 563 563
Unrealised
movement in
fair value of
investments - 167 167 - (1,986) (1,986)
60,262 27,030 87,292 60,049 27,076 87,125
--------------- ------- ------- -------- ----------------------------- ------------------- ------------------
The Company's investment in its SPVs comprises a loan investment
and an equity investment, as set out above. The SPVs subsequently
invest in a diversified portfolio of direct and indirect
investments in loans, notes, bonds and other debt instruments.
Interest receivable on the loan investment at 30 June 2022 was $
1.4 m (31 December 2021: $1.4m and the dividend receivable on the
equity investment at 30 June 2022 was $ 1.2m (31 December 2021:
$0.7m). The total unfunded commitments of the Company as at 30 June
2022 is $ 10.1m (31 December 2021: $8.4m)
Reconciliation of investment income recognised in the period
For the six months ended For the six months ended
30 June 2022 30 June 2021
$'000 $'000
-------------------------------------------------- ------------------------- -------------------------
Movement in loan interest receivable (11) 88
Loan interest received as cash 2,778 2,672
Total loan interest recognised in the period 2,767 2,760
Dividend income 2,070 1,756
Total investment income recognised in the period 4,837 4,516
--------------------------------------------------- ------------------------- -------------------------
Fair value measurements
As disclosed on pages 67 and 68 of the Company's Annual Report
for the year ended 31 December 2021, IFRS 13 "Fair Value
Measurement" requires disclosure of fair value measurement by
level. The level of fair value hierarchy within the financial
assets or financial liabilities ranges from level 1 to level 3 and
is determined on the basis of the lowest level input that is
significant to the fair value measurement.
The fair value of the Company's investments are ultimately
determined by the fair values of the underlying investments. Due to
the nature of the investments, they are always expected to be
classified as level 3 as the investments are not traded and contain
unobservable inputs. There have been no transfers between levels
during the six months ended 30 June 2022 (31 December 2021:
none).
Valuation methodology and process
The Directors base the fair value of investment in the SPVs on
the fair value of their assets and liabilities, adjusted if
necessary, to reflect liquidity, future commitments, and other
specific factors of the SPVs and Investment Manager. This is based
on the components within the SPVs, principally the value of the
SPVs' investments, in addition to cash and short-term money market
fixed deposits. Any fluctuation in the value of the SPVs'
investments held will directly impact on the value of the Company's
investment in the SPVs.
The Investment Manager's assessment of fair value of investments
held by the SPVs is determined in accordance with IPEV Valuation
Guidelines. When valuing the SPVs' investments, the Investment
Manager reviews information provided by the underlying investee
companies and other business partners and applies IPEV
methodologies, to estimate a fair value as at the date of the
Statement of Financial Position.
Initially, acquisitions are valued at the price of recent
investment. Subsequently, and as appropriate, the Investment
Manager values the investments on a quarterly basis using common
industry valuation techniques, including comparable public market
valuation, comparable merger and acquisition transaction valuation
and discounted cash flow valuation. The techniques used in
determining the fair value of the Company's investments through its
SPVs are selected on an investment by investment basis so as to
maximise the use of market based observable inputs. Due to the
illiquid and subjective nature of the Company's underlying
investments, the Investment Manager uses a third-party valuation
provider to perform a full independent valuation of the underlying
investments.
Quantitative information of significant unobservable inputs -
Level 3 - SPV
30 June 2022 Valuation Unobservable Range / weighted
Description $'000 technique input average
SPV 87,292 Adjusted net asset value NAV 87,292
Discount for lack of liquidity 0%
------------- ------------- ------------------------- ------------------------------- -----------------------
The Directors believe that it is appropriate to measure the SPVs
at their adjusted net asset value, incorporating a valuation of the
underlying investments which has taken into account risks to fair
value, inclusive of liquidity discounts, through appropriate
discount rates.
Sensitivity analysis to significant changes in unobservable
inputs within Level 3 hierarchy
The significant unobservable inputs used in the fair value
measurement categorised within Level 3 of the fair value hierarchy
together with a quantitative sensitivity analysis as at 30 June
2022 are as shown below:
Sensitivity Effect on
Description Input used fair value
$'000
------------- -------------------------------- ------------ -----------
SPV Discount for lack of liquidity +/- 3% -/+ 2,619
------------- -------------------------------- ------------ -----------
The Company's valuation policy is compliant with both UK-adopted
IAS and IPEV Valuation Guidelines and is applied consistently. As
the Company's investments are generally not publicly quoted,
valuations require meaningful judgment to establish a range of
values, and the ultimate value at which an investment is realised
may differ from its most recent valuation and the difference may be
significant.
For the period ended 30 June 2022, the valuations of the
Company's investments, through its SPVs, are detailed in the
Investment Manager's Report.
Fair Value Sensitivity to a 100
Investments at Fair Value as bps Increase In the Discount
of June 30, 2022 Range Rate
Valuation Unobservable
Industry (In Thousands) technique(s) input(s) Low High (In Thousands)
Discounted Discount
Infrastructure 41,585 cash flow rate 6% 13% (461)
Recovery EBITDA
Approach multiple 7.0x 7.0x
Discounted Discount
Infrastructure 20,694 cash flow rate 8% 13% (430)
Waterfall NA NA
Services Approach NA
Black
Scholes Discount
Option rate 3% 3%
Public EBITDA
Energy 1,241 comparables multiple 30.0x 35.0x (43)
Public Revenue
Transition comparables multiple 6.0x 6.5x
----------------- ------------------------------ ------------- ------------- -------- -------- ---------------------------------
$
63,520 (a) $ (934)
============================== =================================
(a) The difference between the fair value of the SPVs of $ 65.3
and the fair value of the underlying investments at 30 June 2022 is
due to cash and cash equivalent balances of $25.7m and residual
liabilities of $2.0m, held within the SPVs.
5. Unconsolidated subsidiaries
The following table shows subsidiaries of the Company. As the
Company is regarded as an Investment Entity, these subsidiaries
have not been consolidated in the preparation of the financial
statements:
Investment Place of business Ownership interest as at 30 June 2022
----------------------------------------------- ------------------- --------------------------------------
Held directly
Riverstone International Credit Corp. USA 100%
Riverstone International Credit L.P. USA 100%
Held indirectly
Riverstone International Credit - Direct L.P. USA 100%
------------------------------------------------ ------------------ --------------------------------------
The registered office of the above subsidiaries is c/o The
Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801.
The amounts invested in the Company's unconsolidated
subsidiaries during the period and their carrying value at 30 June
2022 are as outlined in note 4. This comprised $ 86,726,056 (31
December 2021: $86,805,000) invested in Riverstone International
Credit Corp., which was subsequently invested in Riverstone
International Credit - Direct L.P. and $ 339 invested in Riverstone
International Credit L.P. to enable these vehicles to fund
underlying investments. The Company intends to fund further
underlying investments through its unconsolidated subsidiaries.
There are no restrictions on the ability of the Company's
unconsolidated subsidiaries to transfer funds in the form of cash
dividends or repayment of loans.
6. Trade and other receivables
30 June 2022 31 December 2021
$'000 $'000
-------------------------- -------------- -----------------
Prepayments 178 76
VAT receivable 26 21
Bank interest receivable 4 -
-----------------
208 97
7. Trade and other payables
30 June 2022 31 December 2021
$'000 $'000
---------------------- -------------- -----------------
Profit share payable 565 668
Other payables 281 230
846 898
8. Share capital and reserves
Capital Other
Issued and fully Number of shares redemption distributable
Date paid issued Share capital reserve reserves Total
-------------- ------------------- ----------------- -------------- ----------------- ----------------- --------
GBP GBP'000 GBP'000 GBP'000 GBP'000
1 January 2022 1 - - - -
30 June 2022 1 - - - -
-------------- ------------------- ----------------- -------------- ----------------- ----------------- --------
USD $'000 $'000 $'000 $'000
1 January 2022 91,545,383 915 85 91,179 92,179
----------------------------------- ----------------- -------------- ----------------- ----------------- --------
30 June 2022 91,545,383 915 85 91,179 92,179
----------------------------------- ----------------- -------------- ----------------- ----------------- --------
9. Audit fees
For the six months ended For the six months ended
30 June 2022 30 June 2021
$'000 $'000
-------------------------------------------------- ------------------------- -------------------------
Fees to the Company's Auditor
for audit of the statutory financial statements 103 108
for other audit related services 24 28
127 136
Other operating expenses include fees payable to the Company's
Auditor of $ 127k (June 2021: $136k).
The fees payable to the Company's Auditor include estimated
accruals proportioned across the year for the audit of the
statutory financial statements and the fees for other audit related
services were in relation to a review of the Interim Report.
10. Profit Share
Under the Investment Management Agreement, the Investment
Manager will not charge any base or other ongoing management fees,
but will be entitled to reimbursement of reasonable expenses
incurred by it in the performance of its duties. The Investment
Manager will receive from the Company, a Profit Share based on the
Company's income, as calculated for UK tax purposes and the
Company's Capital Account.
The Profit Share will be payable quarterly at the same time as
the Company pays its distributions, subject to an annual
reconciliation in the last quarter of each year, as disclosed on
page 74 of the Company's Annual Report for the year ended 31
December 2021.
Amounts charged as Profit Share during the period were $ 559k
(30 June 2021: $444k).
11. Tax
As an investment trust, the Company is exempt from UK
corporation tax on capital gains arising on the disposal of shares.
Capital profits from its loan relationships are exempt from UK tax
where the profits are accounted for through the Capital column of
the Statement of Comprehensive Income, in accordance with the AIC
SORP.
The Company has made a streaming election to HMRC in respect of
distributions and is entitled to deduct interest distributions paid
out of income profits arising from its loan relationships in
computing its UK corporation tax liability.
Therefore, no tax liability has been recognised in the financial
statements.
For the six months ended For the six months ended
30 June 2022 30 June 2021
Revenue Capital Total Revenue Capital Total
$'000 $'000 $'000 $'000 $'000 $'000
-------------------------------------------------------- ---------- --------- ------ ---------- --------- ------
UK Corporation tax charge on profits for the period at - - - - - -
19% (2021: 19%)
-------------------------------------------------------- ---------- --------- ------ ---------- --------- ------
For the six months ended For the six months ended
30 June 2022 30 June 2021
Revenue Capital Total Revenue Capital Total
$'000 $'000 $'000 $'000 $'000 $'000
-------------------------------------------------------- ---------- --------- ------ ---------- --------- ------
Return on ordinary activities before taxation 3,661 167 3,828 3,492 (898) 2,594
Profit / (loss) on ordinary activities multiplied by
standard rate of corporation tax in the
UK of 19% (2021: 19%) 696 32 728 664 (171) 493
Effects of:
Non-taxable investment (losses) /
gains on investments - (32) (32) - 171 171
Non-taxable dividend income (394) - (394) (334) - (334)
Tax deductible interest distributions (302) - (302) (330) - (330)
--------------------------------------------------------
Total tax charge - - - - - -
As at 30 June 2022 the Company had no unprovided deferred tax
assets or liabilities. At that date, based on current estimates and
including the accumulation of net allowable losses, the Company had
no unrelieved losses.
Deferred tax is not provided on capital gains and losses arising
on the revaluation or disposal of investments because the Company
meets (and intends to continue to meet for the foreseeable future)
the conditions for approval as an Investment Trust company.
The UK corporation tax rate is currently 19%. The UK Chancellor
announced in the March 2021 Budget that the rate will increase to
25% from April 2023. The rate increase was substantively enacted in
May 2021.
12. Earnings per share and Net assets per share
Earnings per share
For the six months ended For the six months ended
30 June 2022 30 June 2021
Revenue Capital Total Revenue Capital Total
------------------------- ----------------- ----------- -------- ------------------------ -------- -----------
Profit/(loss)
attributable to equity
holders of the Company
- $'000 3,661 167 3,828 3,492 (898) 2,594
Weighted average number
of Ordinary Shares in
issue 91,545,383 91,545,383
------------------------- ------------- ---------- ------------- ------------------------ -------- -----------
Basic and diluted
earnings and loss per
Share from continuing
operations in the
period (cents) 4.00 0.18 4.18 3.81 (0.98) 2.83
------------------------- ------------- ---------- ------------- ------------------------ -------- -----------
There are no dilutive shares in issue.
Net assets per share
30 June 2022 31 December 2021
---------------------------------- -------------- -----------------
Net assets - $'000 93,742 93,300
Number of Ordinary Shares issued 91,545,383 91,545,383
----------------------------------- -------------- -----------------
Net assets per Share (cents) 102.40 101.92
----------------------------------- -------------- -----------------
13. Distributions declared with respect to the period
On 10 August 2022 , the Board approved a distribution of 2.0
cents per share with respect to the quarter ended 30 June 2022. The
record date for the distribution is 19 August 2022 and the payment
date is 23 September 2022.
Distribution per share Total distribution
Distributions paid during the period ended 30 June 2022 cents $'000
---------------------------------------------------------------- ---------------------------- -------------------
With respect to the quarter ended 31 December 2021 1.70 1,556
With respect to the quarter ended 31 March 2022 2.00 1,830
3.70 3,386
---------------------------------------------------------------- ---------------------------- -------------------
Distribution per share Total distribution
Interim distributions declared after 30 June 2022 and not cents $'000
accrued in the period
---------------------------------------------------------------- ---------------------------- -------------------
With respect to the quarter ended 30 June 2022 2.00 1,830
----------------------------------------------------------------- ---------------------------- -------------------
2.00 1,830
---------------------------------------------------------------- ---------------------------- -------------------
14. Related party transactions
Directors
The Company has three non-executive Directors. Directors' fees
for the period ended 30 June 2022 amounted to $ 76k (30 June 2021:
$83k), of which $ nil (31 December 2021: $nil) was outstanding at
period end. Amounts paid to Directors as reimbursement of travel
and other incidental expenses during the period amounted to $3.4k
(30 June 2021 $nil), of which $nil (31 December 2021: $nil) was
outstanding at period end.
Unconsolidated subsidiaries
In 2019, the Company provided a loan to the US Corp. which
accrues interest at 9.27 percent. Any interest that is unable to be
repaid at each quarter end is capitalised and added to the loan
balance. Total interest in relation to the period was $ 2.8m (30
June 2021: $2.8m) of which $2.8m (30 June 2021: $2.8m) was received
in cash and $ 1.4m remained outstanding at the period end (31
December 2021: $1.4m outstanding, received on 11 January 2022 ).
The balance on the loan investment at 30 June 2022 was $ 60.3m (31
December 2022: $60.1m).
The Company's other investments in its SPVs are made via equity
shareholdings as disclosed in note 4.
Investment Manager
The Investment Manager is an affiliate of Riverstone and
provides advice to the Company on the origination and completion of
new investments, the management of the portfolio and on
realisations, as well as on funding requirements, subject to Board
approval. For the provision of services under the Investment
Management Agreement, the Investment Manager earns a Profit Share,
as disclosed in note 10 and on page 74 of the Company's Annual
Report for the year ended 31 December 2021. The Investment Manager
is entitled to reimbursement of any reasonable expenses incurred in
relation to management of the Company and amounts reimbursed during
the period were $16k (31 December 2021: $31k).
15. Subsequent events
The Company re-initiated a share buyback programme in June 2022.
Between the period end and approval of these financial Statements
the Company has announced the following share buybacks.
On July 6, 2022, the Company purchased 283,452 Ordinary Shares
of US$0.01 each.
On July 7, 2022, the Company purchased 143,415 Ordinary Shares
of US$0.01 each.
On July 8, 2022, the Company purchased 151,978 Ordinary Shares
of US$0.01 each.
With the exception of distributions declared and disclosed in
note 13, there are no other material subsequent events.
Glossary of Capitalised Defined Terms
Administrator means Ocorian Administration (UK) Limited
AGM means Annual General Meeting
AIC means the Association of Investment Companies
AIC Code means the AIC Code of Corporate Governance
AIC SORP means the Statement of Recommended Practice issued by
the AIC in November 2014 and updated in January 2017 for the
Financial Statements of Investment Trust Companies and Venture
Capital Trusts
Annual Report means the Company's yearly report and financial
statements for the year ending 31 December 2021
Auditor means Ernst & Young LLP or EY
Board means the Directors of the Company
Borrower means entities operating in the energy sector that
issue loans, notes, bonds, and other debt instruments including
convertible debt.
CA means the Companies Act 2006 which forms the primary source
of UK company law
Capital Amount means the amount of gross proceeds of the IPO,
plus the net proceeds of any future issues of Ordinary Shares, less
any amounts expended by the Company on share repurchases and
redemptions or, following a Realisation Election, attributable to
Realisation Shares
Company or RCOI means Riverstone Credit Opportunities Income
Plc
D&C means drilling and completion
Directors means the Directors of the Company
Distributable Income means the Company's income, as calculated
for UK tax purposes
DTR means the Disclosure Guidance and Transparency Rules
sourcebook issued by the Financial Conduct Authority
ESG means environmental, social and governance
E&P means exploration and production
FCA means the UK Financial Conduct Authority (or its successor
bodies)
IAS means the international accounting standards
IFRS means the International Financial Reporting Standards,
being the principles-based accounting standards, interpretations
and the framework by that name issued by the International
Accounting Standards Board, to the extent they have been adopted by
the UK
Investment Management Agreement means the Investment Management
Agreement entered between the Investment Manager and the
Company
Investment Manager means Riverstone Investment Group LLC
IPEV Valuation Guidelines means the International Private Equity
and Venture Capital Valuation Guidelines
IPO means the initial public offering of shares by a private
company to the public
Listing Rules means the listing rules made by the UK Listing
Authority under Section 73A of the Financial Services and Markets
Act 2000
London Stock Exchange or LSE means London Stock Exchange plc
LTV means loan to value ratio
Main Market means the main market of the London Stock
Exchange
MOIC means multiple on invested capital
NAV or Net Asset Value means the value of the assets of the
Company less its liabilities as calculated in accordance with the
Company's valuation policy and expressed in US dollars
Ordinary Shares means ordinary shares of $0.01 in the capital of
the Company issued and designated as "Ordinary Shares" and having
the rights, restrictions and entitlements set out in the Company's
articles of incorporation
Other Riverstone Funds means other Riverstone-sponsored,
controlled or managed entities, which are or may in the future be
managed or advised by the Investment Manager or one or more of its
affiliates, excluding the SPV
Profit Share means the payments to which the Investment Manager
is entitled in the circumstances and as described in the notes to
the financial statements
Realisation Shares means realisation shares of US$0.01 in the
capital of the Company, as defined in the prospectus
SPV means any intermediate holding or investing entities that
the Company may establish from time to time for the purposes of
efficient portfolio management and to assist with tax planning
generally and any subsidiary undertaking of the Company from time
to time
Specialist Fund Segment means the Specialist Fund Segment of the
London Stock Exchange's Main Market
UK or United Kingdom means the United Kingdom of Great Britain
and Northern Ireland
UK Code means the UK Corporate Governance Code issued by the
FRC
US or United States means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia
US Corp. means Riverstone International Credit Corp.
Directors and General Information
Directors
Reuben Jeffery, III (Chairman) (appointed 2 April 2019)
Emma Davies (Audit and Risk Committee Chair) (appointed 2
April 2019)
Edward Cumming-Bruce (Nomination Committee Chair) (appointed
2 April 2019)
all independent and of the registered office below
Registered Office Website: www.riverstonecoi.com
27-28 Eastcastle Street ISIN GB00BJHPS390
London Ticker RCOI
W1W 8DH Sedol BJHPS39
Registered Company Number
11874946
Investment Manager Registrar
Riverstone Investment Group LLC Link Asset Services
c/o The Corporation Trust Company The Registry
Corporation Trust Center 34 Beckenham Road
1209 Orange Street Beckenham
Wilmington Kent
Delaware 19801 BR3 4TU
Company Secretary and Administrator Sole Bookrunner
Ocorian Administration (UK) Limited J.P. Morgan Securities plc
27-28 Eastcastle Street 25 Bank Street
London Canary Wharf
W1W 8DH London
E14 5JP
Independent Auditor Receiving Agent
Ernst & Young LLP Link Asset Services
25 Churchill Place Corporate Actions
London The Registry
E14 5EY 34 Beckenham Road
Beckenham
Kent
Legal Adviser to the Company BR3 4TU
Hogan Lovells LLP
Atlantic House
50 Holborn Viaduct
London
EC1A 2FG
Principal Banker and Custodian
J.P. Morgan Chase Bank, N.A.
270 Park Avenue
New York
NY 10017-2014
Swiss supplement
ADDITIONAL INFORMATION FOR INVESTORS IN SWITZERLAND
This Swiss Supplement is supplemental to, forms part of and
should be read in conjunction with the interim report for the half
year ended June 30, 2022 for Riverstone Credit Opportunities Income
Plc (the "Fund").
The Fund has appointed Société Générale as Swiss Representative
and Paying Agent. The Confidential Memorandum, the Articles of
Association as well as the annual report of the Fund can be
obtained free of charge from the representative in Switzerland,
Société Générale, Paris, Zurich Branch, Talacker 50, P.O. Box 5070,
CH-8021 Zurich. The paying agent of the Fund in Switzerland is
Société Générale, Paris, Zurich Branch, Talacker 50, P.O. Box 5070,
CH-8021 Zurich. The Company may offer Shares only to qualified
investors in Switzerland. In respect of the Shares distributed in
and from Switzerland, the place of performance and jurisdiction is
the registered office of the Swiss Representative.
Cautionary Statement
The Chairman's Statement and Investment Manager's Report have
been prepared solely to provide additional information for
Shareholders to assess the Company's strategies and the potential
for those strategies to succeed. These should not be relied on by
any other party or for any other purpose.
The Chairman's Statement and Investment Manager's Report may
include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can
be identified by the use of forward-looking terminology, including
the terms "believes", "estimates", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology.
These forward-looking statements include all matters that are
not historical facts. They appear in a number of places throughout
this document and include statements regarding the intentions,
beliefs or current expectations of the Directors and the Investment
Manager, concerning, amongst other things, the investment
objectives and investment policy, financing strategies, investment
performance, results of operations, financial condition, liquidity,
prospects, and distribution policy of the Company and the markets
in which it invests.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance.
The Company's actual investment performance, results of
operations, financial condition, liquidity, distribution policy and
the development of its financing strategies may differ materially
from the impression created by the forward-looking statements
contained in this document.
Subject to their legal and regulatory obligations, the Directors
and the Investment Manager expressly disclaim any obligations to
update or revise any forward-looking statement contained herein to
reflect any change in expectations with regard thereto or any
change in events, conditions or circumstances on which any
statement is based.
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