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Newlook Capital : Industrial & Infrastructure Services Fund III

Investor Eligibility : RRSP, RRIF, RDSP, RHSA, RESP, TFSA
Minimum Investment : $10,000
Total Target Return : 8.00% Target Distribution, paid quarterly
January 2024 : Active Online
Compliance : 20230704IA

Newlook Capital : Industrial & Infrastructure Services Fund III

Newlook Capital is a private equity firm that currently manages two industry-specialized funds. Each fund has its own focused, experienced, and aligned management and a defined strategy.

Newlook Capital Dental Fund

Newlook Capital Industrial Services Fund II

Newlook Capital Industrial Services Trust

Newlook Capital Industrial & Infrastructure Services Fund III

Newlook Capital : Industrial & Infrastructure Services Fund III : About Us

Newlook Industrial and Infrastructure Services Fund III (the “Fund”, “IISF III”, or “Fund III”) is a private equity fund focused on developing a strong and synergistic portfolio of investments in industrial and infrastructure services companies.

$59.2 M

Portfolio Recurring Revenue (1)

$150 M

Total IISF AUM 1

100+

Years of Management Experience

6

Platform Companies

(17 including tuck-ins)

8%

Target Distribution

(initially as return of capital)

1. Represents the total portfolio of industrial and infrastructure services companies managed by Newlook Capital Industrial Services Fund II (“Fund II”) and Fund III, inclusive of minority interests not owned by Fund II or Fund III.

Industrial & Infrastructure Services Fund III : Portfolio Highlights

$23m+

Capital Raised

~$165m

Annual Total Revenue (1)

600+

Employees

6

Companies (167 total portfolio companies including tuck-in acquisitions)

~$59.2m

Annual Recurring Revenue (1)

5.7x

Average EBITDA Entry Multiple

1. Represents the total portfolio of industrial and infrastructure services companies managed by Fund II and Fund III, inclusive of minority interests not owned by Fund II or Fund III.

Newlook Capital : Industrial & Infrastructure Services Fund III : What We Look For 

WHAT WE LOOK FOR

  • Industrial and Infrastructure Service Companies Located in Canada and the United States.

  • Control Positions (greater than 50%) with a Focus on Sustainability.

  • Strong Partners (Existing Owners) who Retain Equity (Less than 50%) that are Capable of Successfully Implementing a Value Creation Plan.

  • Companies that have a Strong Strategic Position (e.g. Regional Scale or Service Niches, Service Offering Differentiation, Barriers to Entry, Pricing Advantages, etc.).

  • Investment Size Generally Between $1 Million and $25 Million. Component of Revenue from a Recurring Technical Service.

  • Strong and Reliable Historic Net Revenues. Operating Cash Flow Positive.

Newlook Capital : Industrial & Infrastructure Services Fund III : Why Regulated Matters to Newlook

We look for companies that have a component of revenue arising from recurring service requirements, such as assuring regulatory compliance and/or maintaining and supporting essential infrastructure.

  • Clean Water Act

  • Occupational Health & Safety Act

  • Fire Protection & Prevention Act

Sectors of Interest :

Fire Suppression & Alarm

Wastewater Management

HVACR

Non-Destructive Testing

Pest Control

Communication Tower Install & Maintenance

Elevator Maintenance

Gas Detection

Management Deal Flow

Management continues to be active in the industrial and infrastructure M&A market.


The tools that management engages in sourcing acquisition targets includes:

  • Building on experience from previous and existing funds

  • Strengthening existing broker group relationships

  • Pursuing opportunities presented by operating partners

Since Newlook Capital's inception, management has reviewed over 300 acquisition opportunities with an estimated transaction value of over $1 billion and pursued with greater interest a much smaller number of opportunities.

Newlook Capital : Industrial & Infrastructure Services Fund III : Disclaimer

RISK FACTORS

Investment in securities of the Fund involves a degree of risk and is suitable only for investors who can withstand the loss of their investment. No assurance, representation, or warranty can be given that the Fund’s investment objectives will be achieved or that investors will receive a return of their invested capital.

Risk Factors & Redemption Limitations (1) (2) • Risks associated with elevated inflation. • Risks associated with supply chains of the Portfolio Companies. • Risks associated with having no operating history, the “blind pool” nature of the Offering and the availability of investments that meet the Partnership’s investment objectives. • Risks associated with fluctuations in foreign currency exchange rates. • It is strongly recommended that each prospective investor obtain independent advice with respect to an investment in order to assess tax, legal and other aspects of an investment. • There is a limit on the amount of Trust Units that the Trust is required to redeem upon request by Trust Unitholders. This limit is a quarterly threshold of 0.5% of the total number of Trust Units and LP Units issued and outstanding at the beginning of such calendar quarter. 1. For a complete list of risks associated with this investment, please refer to Item 10 – Risk Factors of the Offering Memorandum. 2. Please note that there is no guarantee that the redemption price will be the same as the purchase price. Redemption notes may be given for notices in excess of the aggregate quarterly cash limit, and redemption notes are not eligible to be held in exempt plans under the Income Tax Act (Canada). For more information, please refer to Item 2.7.1 Declaration of Trust and Item 5.1.4 Redemption and Retraction Rights of the Offering Memorandum.
Legal Notice No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document or the Offering Memorandum. The securities referred to herein will only be offered and sold in such jurisdictions where they may be lawfully offered for sale and, in such jurisdictions, only by persons permitted to sell such securities. There is no guarantee of performance and past or projected performance is not indicative of future results. Prospective purchasers should review the Offering Memorandum in its entirety for a complete description of Newlook Capital Industrial and Infrastructure Services Fund III (the “Fund”) and its risks and consult their registered dealers before making an investment. This document contains statistical data, market research and industry forecasts that were obtained from government or other industry publications and reports or were based on estimates derived from such publications and reports. Government and industry publications and reports generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. While the Fund believes this data to be reliable, market and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. The Fund has not independently verified any of the data from independent third-party sources referred to in this document or ascertained the underlying assumptions relied upon by such sources. This document contains certain statements or disclosures that may constitute forward-looking information under applicable securities laws. All statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that the Fund believes, anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Forward-looking information presented in this document includes, but is not limited to: investment objectives and strategy; target annual distribution; target total return; liquidity and management alignment. Various assumptions are applied in drawing conclusions set out in forward-looking information, including assumptions set forth in the Offering Memorandum, including those factors and assumptions set out under the heading “Forward-Looking Information”. The forward-looking information in this document is based (in whole or in part) upon factors which may cause actual results, performance or achievements to differ materially from those contemplated (whether expressly or by implication) in the forward-looking information, including those risks described under “Risk Factors” in the Offering Memorandum. The Fund has included the above summary of forward-looking information in order to provide prospective purchasers with a more complete perspective on the Fund’s current and future operations and such information may not be appropriate for other purposes. These forward-looking statements are made as of May 15, 2023 and the Fund disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. Prospective purchasers should read the entire Offering Memorandum and consult with their own professional advisors to ascertain and assess the income tax, legal, risks and other aspects of their investment in the Fund. The forward-looking statements contained in this document are expressly qualified by the foregoing cautionary statements. Securities legislation in certain of the provinces and territories of Canada provides purchasers with a statutory right of action for damages or rescission in cases where an offering memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or is necessary to make any statement contained therein not misleading in light of the circumstances in which it was made (a misrepresentation”). These rights, or notice with respect thereto, must be exercised or delivered, as the case may be, by purchasers within the time limits prescribed and are subject to the defenses and limitations contained under the applicable securities legislation. Please refer to “Investor’s Rights” in the Offering Memorandum. The securities referred to herein may only be sold to prospective investors who reside in certain provinces of Canada and who meet certain eligibility criteria on a basis which is exempt from the prospectus requirements of applicable Canadian securities laws. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or the securities laws of any state of the United States and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act).

Pinnacle Wealth Brokers Inc.

Internal Compliance Audit : Industrial & Infrastructure Services Fund III 20230704IA : 1,5,13,6,8,9,10,14,17,18

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