Jodi Smith May/ 25/ 2026 | 0
Request for Proposal
Pipeline Company Investment Committee Readiness
(excluding ESG and Impact Considerations)
26th May 2026
Background:
Matanataki General Partners Pte Ltd (MGPPL or Matanataki), a woman-founded business developer and emerging fund manager in Fiji, is raising a US$50 million blended finance climate adaptation fund for the Pacific, Matanataki Pacific Fund 1 (MPF1 or Fund). MPF1 provides investors with access to community-serving, gender equitable businesses that deliver climate resilience to Pacific communities, with coral reefs as the guiding star indicating the health and climate resilience of the whole. MPF1 aims to bring together development financing institutions and private investors with aligned values, and channel investment into long term Pacific-owned businesses which will deliver climate resilience for our ocean communities.
MGPPL has TA funding available to prepare one Pipeline Company through an end-to-end investment readiness and due diligence process ahead of presenting the investment for IC approval prior to first closing, and seeks a qualified firm to review and support this process.
Objectives:
The objectives of this assignment are to:
- Apply Matanataki’s established capability in rigorous investment due diligence and structuring of appropriate financing instruments for Pacific SME investees.
- Advise MPF1’s GPs through a structured review of deal documents for a selected Pipeline Company, applying the Fund’s blended-finance, impact-oriented investment approach.
- Support the preparation of a final Confidential Information Memorandum (CIM), Work Plan and draft term sheet that clearly reflect the due diligence findings and proposed investment structure.
- Confirm the most appropriate financing instrument(s) for the transaction, considering the Pipeline Company’s risk-return profile, impact thesis and capital requirements.
- Strengthen the internal capacity of MPF1’s GPs through a collaborative, “do with, not do for” approach to knowledge transfer and practical coaching.
- Provide practical templates, tools and reference materials that MPF1 can readily adapt and apply to future pipeline transactions
The Service Provider’s role in this assignment ais to:
- Help the Matanataki team assess the investment case and risks for the Pipeline Company and refine the proposed financing structure.
- Strengthen MPF1’s internal tools, templates, and team capability.
- Ensure the proposed instrument and term sheet align with MPF1’s blended-finance mandate, climate and impact goals, and the owner’s preference not to dilute equity.
Scope of Work:
1. Documentation Review
Service Provider will:
- Review available deal documentation for Pipeline Company.
- Identify information gaps and propose a concise list of further information requests.
- Draft the term sheet with accompanying notes explaining how the terms work and why they were chosen,
Matanataki will:
- Coordinate provision of documentation and follow up on information requests with Pipeline Company.
- Prepare the final documentation package.
2. Financial modelling support (Analyst)
Service Provider will:
Provide an Analyst to support company-level financial projections for Pipeline Company.
Review any existing models, recommend refinements, and, where required, construct or rebuild a fit-for-purpose financial model.
Work with Matanataki to define key assumptions, value drivers, scenarios, and sensitivities relevant to climate resilience, cash flows, and risk-return.
Review the Valuation of the Pipeline Company with input and comments.
Matanataki will:
Provide initial assumptions, sector insights, and existing models.
3. Financing instruments and structuring advice
Service Provider will:
Advise on the most appropriate financing instrument(s) (e.g. quasi-equity, debt, convertible, revenue-based, blended structures) given MPF1’s mandate and the Pipeline Company’s owners’ preference not to dilute shareholding.
Outline 2–3 feasible structuring options, including indicative pricing/return profiles, risk-sharing, and where concessional/TAF support could be used to de-risk or enhance impact.
Provide recommendations on a preferred structure and key commercial terms in the term sheet.
Matanataki will:
With the Service Provider’s advice, decide on the preferred structure and confirm how it fits within MPF1’s fund strategy and investor expectations.
4. Documentation support (Matanataki leads the drafting)
4.1 CIM
Service Company will:
- Review the draft Confidential Information Memorandum (CIM) prepared by Matanataki, focusing on financial analysis, investment structure, risk/mitigants, and impact thesis sections.
- Provide tracked comments and suggested edits to the initial and final CIMs (i.e. two iterations) to strengthen clarity, coherence and alignment with investor expectations and blended finance positioning.
Matanataki will:
- Draft the initial CIM, then integrating Service Company’s feedback into the Final CIM.
4.2 Workplan
Service Provider will:
- Review Matanataki’s draft and final workplans (covering 90-day, 180-day, 1-year, 3-year) for Project Tuitui.
- Provide feedback (up to two iterations) on sequencing, feasibility, resourcing, and risk, with suggestions drawn from their experience in impact and blended finance transactions.
Matanataki will:
- Draft all versions of the workplan and ensure alignment with MPF1’s broader pipeline and TAF resource constraints.
4.3 Term Sheet
Service Provider will:
- Provide a suitable term sheet template that fits MPF1’s climate/impact blended finance context.
- Advise on which clauses and terms are most important given the chosen instrument(s), risk profile, and impact objectives.
- Review the draft term sheet populated by Matanataki, including pricing, covenants, governance, impact clauses, and exit provisions, and provide a clear set of comments.
Matanataki will:
- Populate the term sheet template, lead internal negotiations on terms, and obtain legal sign-off.
5. Capacity Building
Service Provider will:
- Provide any relevant templates they use that are better than MPF1’s, including: due diligence checklists, data room index, financial model template, and term sheet precedents.
- Deliver 2–3 targeted working sessions (virtual or in-person) with MPF1’s team to walk through the financial model, structuring options, and term sheet, with a focus on building repeatable capability.
- Deliver one short debrief session at the end of the assignment capturing lessons learned and recommendations for standardising MPF1’s process and tools for future deals and DRC meetings.
Matanataki will:
- Share its existing templates up front so Service Provider can assess and improve rather than duplicate effort.
Deliverables:
| # | Deliverable | Format |
| 1 | Due diligence issues tracker / findings note | Excel |
| 2 | Company-level financial project as required | Excel |
| 2 | Reviews / tracked changes /comments of: Confidential Information Memorandum (CIM), Work Plan, Term Sheet for Project Tuitui (two iterations of all documents) | Word / PDF |
| 3 | Financing instrument recommendation note | Word / PDF (2–4 pages) |
| 4 | Relevant templates (DD checklist, financial model, term sheet precedent) | Excel / Word |
| 5 | Capacity building working sessions (2 virtual sessions) | Virtual |
| 6 | End-of-assignment debrief session | Virtual |
Engagement start: Within 5 working days of appointment.
Engagement to be completed 25th June 2026.
Fees and Proposal Requirements
Proposals should, at a minimum, include:
- Line itemised fees by work scope
- Brief description of experience and team
- Confirmation of ability to meet the proposed timelines.
Submission of Proposal and Queries
Your proposal should identify the scope breakdown and proposed fees for each of the phases of this assignment as contained herein. Please submit your queries and final proposal by email in PDF format by 30th May 2026 to: