AMP : Capital and Northleaf close deal to acquire Chicago’s Millennium Garages for US$370 million

AMP Capital and Northleaf Capital Partners (Northleaf) have reached financial close on a transaction toacquire the largest underground parking system in the United States, Chicago Downtown Public ParkingSystem (Millennium Garages), from LMG2, LLC through a newly-established joint venture (MPG LLC).

The US$370 million acquisition gives the AMP Capital/Northleaf joint venture exclusive concessionairerights and responsibilities to operate, manage, maintain and collect parking fees and other revenues inconnection with the Millennium Garages system.

Millennium Garages includes 9,176 parking spaces in four underground parking garages underneathMillennium, Grant and Maggie Daley Parks. The facility is approximately 3.8 million square feet andextends from Van Buren Street to Randolph Street and in parts from Michigan Avenue to Lake ShoreDrive.

AMP Capital Head of Americas Infrastructure Dylan Foo said: 'Millennium Garages is the first NorthAmerican asset for AMP Capital's global infrastructure platform and fits perfectly with the platform'smandate to invest in sectors offering the best relative value such as transport. Millennium Garages offersexciting growth potential for our investors due to the strength of Chicago's economic and demographicfactors, stable and predictable cash flows and strong protections through the concession agreement.

Northleaf Managing Director and Co-head of Infrastructure George Zakem said: 'Direct investments inconservatively-positioned infrastructure assets such as Millennium Garages are consistent withNorthleaf's investment strategy and offer significant potential for stable cash flows and attractive long-termreturns for our investors.

MPG LLC has also announced Chicago-based SP Plus Corporation will take over as operator of thegarages in September 2016.

Macquarie acted as financial advisor to AMP Capital and Northleaf with Allen & Overy LLP and Barnesand Thornburg LLC serving as legal advisors. Evercore acted as the exclusive financial advisor toLMG2, LLC with Kirkland & Ellis LLP and Fox, Swibel, Levin & Carroll LLP serving as legal advisors.

About AMP Capital
AMP Capital is a specialist investment manager with more than US$117 billion in funds undermanagement as of December 31, 2015 and more than 250 investment professionals. AMP Capital is oneof the most experienced global infrastructure managers with more than 25 years' experience and havingmade over 120 infrastructure equity and debt investments globally

AMP Capital today manages unlisted and listed infrastructure investments in Asia, Europe, NorthAmerica, Australia and New Zealand. AMP Capital is a subsidiary of AMP Limited. Established in 1849,AMP has more than 160 years of experience providing financial services, and is one of Australia's largestretail and corporate pension providers. AMP Capital is based in Sydney, Australia with offices in Chicagoand New York and the firm manages approximately 45,000 parking spaces globally.

About Northleaf Capital Partners
Northleaf Capital Partners is a leading independent global private equity and infrastructure manager, withmore than US$7 billion in commitments under management on behalf of public, corporate and multiemployer pension plans, university endowments, foundations, financial institutions and family offices.Northleaf's global infrastructure program pursues direct, long-term investments in mature, conservativelypositioned infrastructure assets in OECD member countries.

Northleaf's 75-person team, located in Toronto, Canada, London, UK, and Menlo Park, California, isfocused exclusively on sourcing, evaluating and managing private markets investments globally.Northleaf currently manages two direct infrastructure funds, six global private equity funds, a specialistprivate equity secondary fund, and a series of customized infrastructure and private equity investmentmandates tailored to meet the specific needs of institutional investors and family offices. For moreinformation on Northleaf, please visit www.northleafcapital.com.

About LMG2, LLC
LMG2, LLC is the former concessionaire of the Chicago Downtown Parking System (MillenniumGarages), the largest underground downtown parking system in the United States. Millennium Garagesare operated and managed under a 99 year concession and lease agreement with the City of Chicagosigned in 2006.