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Tdj Qualification Full 080309


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Tdj Qualification Full 080309

  1. 1. Global Investment Banking Capabilities 1
  2. 2. Industry Focus Core Expertise ♦ Oil & Gas ♦ Refineries ♦ LNG ♦ Pipelines ♦ Unconventional ♦ Power Oil & Gas Generation ♦ Petrochemicals ♦ Metals & Mining Other Sectors ♦ Telecommunications ♦ Water and Wastewater ♦ Transportation and Logistics ♦ Heavy Industry 2
  3. 3. Corporate Philosophy Taylor-DeJongh believes in providing its clients with the highest quality of objective, independent advice. Over our 28 years in the industry, we have been committed to independence and professional excellence. We employ our senior staff on every deal and Terry Newendorp, tailor our services to the specific transaction. Chairman & CEO This ensures efficient execution and saves our clients money. 3
  4. 4. Our Capabilities Project/Structured Mergers, Acquisitions Private Placements Finance & Divestitures Equity & Mezzanine Project Development Sell Side Identification of Project viability & risk Divestiture strategy, Investors analysis, financial information modeling, financing memoranda, Preparation of Term options negotiations, closing Sheet and Offering Memoranda Financial Structuring Buy Side Capital strategy, risk M&A strategy, due Management of Road allocation, credit diligence, valuation, Shows enhancement, security negotiations, closing structure Negotiations Project Execution Closing Commercial negotiations, financial terms, closing 4
  5. 5. Project Finance ♦ TDJ is experienced with all sources of finance, including ECAs, multilaterals and banks. ♦ TDJ has worked with the world’s leading financing institutions and has strong relationships with the following banks and ECAs: Banks ECAs Arab Bank Credit Agricole Group Marubeni Corp CESCE OeKB Arab Banking Corp Credit Suisse Group Merrill Lynch International COFACE OND Al Rajhi Banking & Deutsche Bank AG Bank DEG OPIC Investment Corp Dexia Mitsui & Co Ltd ECGD SACE Banco Espirito Santo Dresdner Bank Mizuho Financial Group EDC USEXIM Group DnB NOR Morgan Stanley EFIC Bank of America Fortis Group NATIXIS SA ERG Bank of Tokyo-Mitsubishi Goldman Sachs RBS FMO Ltd Gulf International Bank Royal Bank of Canada Hermes Barclays Bank HBOS Santander JBIC BBVA HSH Nordbank Société Générale KEXIM BNDES HSBC Standard Chartered KfW BNP Paribas ICICI Sumitomo Mitsui Banking NCM Calyon ING Groep NV Corp NEXI Citigroup JP Morgan Chase WestLB 5
  6. 6. Project Finance: Advisory Mandates Closed Deals and Mandates First Quarter 2009 2009 First Half #7 Financial Advisor, League Tables Global PFI/PPP Project Finance Deals, Closed 1st Half 2009, Closed Deals 1st Half 2009, Mandates Won #1 North America #1 Metals & Mining 2008 League Tables #7 Transportation #2 Water and Wastewater #6 EMEA Mandates Won #3 Renewables #4 Asia Pacific Mandates Won #9 Power #4 Africa and Middle East #5 Americas Mandates Source: Infrastructure Journal 2009 H1 League Tables, as of July 2009 , Project Finance International 2008 League Tables, Dealogic Global Project Finance Review for First Quarter 2009. 6
  7. 7. Track Record Highlights ♦ Developed, structured, negotiated and placed or financed US$70 billion of capital investments in over 100 countries. ♦ Advisor on 12 Deals of the Year since 1999. ♦ Top 7 Global Financial Advisor since 1995 by Infrastructure Journal. ♦ Top 10 Global Financial Advisor since 1996 by PFI journal. TDJ Projects 1994 - 2008 Best ♦ Power 232 Project Finance House ♦ Oil & Gas 118 Financial Advisor ♦ Petrochemicals 33 Africa ♦ Industrial, Mining & Metals 37 2007 ♦ Water 25 ♦ Transportation 31 ♦ Telecommunications 21 7
  8. 8. Private Placements: Equity Investors ♦ Institutional investors, GCC-based ♦ Family offices, GCC-based ♦ Institutional investors, EU and USA ♦ Industry strategic investors Sectors ♦ Oil & gas upstream ♦ Drilling ♦ Unconventional hydrocarbons ♦ Oilfield services ♦ Midstream: gas processing & refineries ♦ Alternative energy ♦ LNG ♦ Power generation ♦ Petrochemicals ♦ Natural resources production & ♦ Production facilities, FPSOs processing ♦ Pipelines ♦ Transport & logistics 8
  9. 9. Oil & Gas Expertise ♦ TDJ is a leading advisor in oil & gas financings, with over 100 projects spanning the full value chain. TDJ has been the TDJ has been the ♦ TDJ advises sponsors, lenders, contractors, #1 Oil & Gas #1 Oil & Gas and governments in structuring projects Financial Advisor Financial Advisor from the earliest stages of development. for 5 out of the last 8 years for 5 out of the last 8 years and has ranked among the and has ranked among the ♦ TDJ has worked on more than: Top 5 Oil & Gas Top 5 Oil & Gas Financial Advisors Financial Advisors 20 LNG Projects every year since 2000. every year since 2000. 30 Petrochemical Projects 15 Refineries Infrastructure Journal 30 Oil & Gas Pipelines 9
  10. 10. Upstream Transactions: Scope of Services Representative Clients: ♦ Deal sourcing and screening. ♦ Financial/economic valuation. ♦ Monetization strategies and realization. ♦ Capital raising for development of assets. ♦ Coordinate or manage due diligence. ♦ Detailed review of commercial agreements. ♦ Detailed negotiation support. ♦ Organize any debt funding required to augment equity: RBL Project financing ♦ Closing. 10
  11. 11. Oil & Gas — Upstream Team Experience ♦ Selected recent upstream oil & gas advisory mandates: Confidential Confidential Confidential Current Current Current Current Advising Voyageur Oil Acting for an Advising a private UK Advising on the and Gas on indigenous Nigerian company on the farm commercialization of fundraising for the company on the sell- out of assets in the a disruptive oil shale development of the down of a large North Sea and North technology. BEKS permit in offshore hydrocarbon Africa. Supported client southern Tunisia. asset. The client holds a throughout the Developing strategic Developing a portfolio of exploration development plan to approach negotiation strategy. and development process. market. Drafted a detailed term stage oil and gas plays Introduced client to sheet incorporating and is looking to raise strategic partners and innovative valuation development financing raised additional methodology and risk for 3D seismic and development capital. sharing structure. exploration and appraisal drilling. Made the “match” with strategic partner. 11
  12. 12. Oil & Gas — Upstream Team Experience ♦ Selected recent upstream oil & gas advisory mandates: Confidential Confidential Current Current 2008 - 2009 2008 Advisor to mid-cap Advisor to IOC Major Advised RAK Gas on Advised RAK Gas on E&P company for for monetization and the evaluation of an the evaluation of an equity and mezzanine capitalization strategy gas asset acquisition acquisition in Russia. placement to support for US$2bn portfolio of in sub-Saharan Africa. Performed detailed expansion and P1-P2 assets. Performed analysis on analysis on the acquisition plan. existing major reserve based debt contracts, e.g. PPA, capacity of the target JOA, GSAs, etc. asset. Reviewed various Developed proposed monetization comprehensive review strategies. of the target’s commercial structure and tax exposure. 12
  13. 13. Oil & Gas — Upstream Team Experience ♦ Selected recent upstream oil & gas advisory mandates: Confidential 2007 - 2008 2007 2007 2007 Advised Tri-Ocean Advised RAK Advised Anzon on the Advised a UK-based Energy, a subsidiary Petroleum on investment into Anzon oil & gas company on of EK Holding, on the acquisition of all UAE by RAK Petroleum. the evaluation and acquisition of the and Omani assets of Arranged convertible financing of its bid to entire interests held Indago Petroleum. bond financing. acquire Devon’s by Thani Corporation Structured equity Gabon portfolio. Deal Value: US$ L.L.C. in Petrodar, 270MM. stake. Advised the client on a Sudan. multi-tranche RBL Deal Value: Deal Value: US$150MM. structure that included US$334MM. a unique approach to risk sharing between the client and the lenders. Conducted term sheet negotiations with proposed lenders. 13
  14. 14. Oil & Gas — Upstream Team Experience ♦ Selected recent upstream oil & gas advisory mandates: 2005 2004 2006 2002 Adviser to Wintershall Adviser to SOCO Advisor to the Board Adviser to a group of AG on the proposed International PLC on of Directors of Nelson individual acquisition of Dragon the sale of Mongolian Resources for the shareholders for the Oil. assets to CNPC sale of the company takeover and China. to LUKOil Russia. successful acquisition of SOCO Deal Value: Deal Value: US$2Bn. International Plc. US$275MM Deal Value: US$175MM. 14
  15. 15. Case Study – Malampaya Gas Field Project Overview Project Value: US$4 Billion. Offshore gas fields development. Malampaya Gas Scope included a US$1 Billion pipeline. Philippines The undersigned served as the advisor to Taylor-DeJongh’s Role Advised the Government of the Philippines in their negotiations with Shell Oil and Occidental Petroleum on the development and utilization of the offshore gas Government of the Philippines fields, focusing on the pipeline development. Developed analysis of multiple financing scenarios based on various tariff structures for the commercial operation of the pipeline in order to evaluate the ability to finance the pipeline on a limited recourse basis. Advised the Philippines National Oil Company (PNOC) on the US$2 billion Malampaya natural gas project. 15
  16. 16. Case Study – Mishkar Gas Field Project Overview Project Value: US$600 Million. Mishkar Gas Offshore oil and gas field and gas processing plant. Tunisia Taylor-DeJongh’s Role The undersigned served Negotiated portions of the commercial terms between as the advisor to developer and Government of Tunisia for: development of the offshore oil/gas field; the production agreement; production sharing agreement; pipeline rights to move the oil and gas onshore; onshore treatment facility; and onshore pipeline for transmission into the Tunisian national gas distribution system (STEG). 16
  17. 17. Oil & Gas — LNG LNG Experience Experience ♦ TDJ advised on 22 trains of LNG production in Atlantic and Pacific basins. Jamaica LNG Receiving Sonatrach, Tambeyneftegaz Liquid Niugini LNG Terminal Skikda Russia Gas Jamaica USA Trains 4,5,6 Algeria Papua New Guinea FA to FA and Debt Sponsor FA to Sponsor Arranger FA to Sponsor FA to Sponsors Alaska LNG Confidential US$500 mm US$250 mm Confidential US$5 bn and Pipeline USA FA to State US$12 bn North American West Coast Atlantic LNG Equatorial Angola LNG Qatargas II Qatargas RasGas LNG Market LNG Receiving Train 1 Guinea LNG Angola LNG Qatar Upstream LNG Train 3 Study Terminal Trinidad LNG Qatar Qatar USA USA 17 FA to FA for Project FA to FA to FA to Sponsor FA to Sponsor FA to Sponsors FA to Sponsors Sponsor Company Lenders Lenders Confidential TBD US$1 bn US$1.7 bn US$1.5 bn US$5 bn US$600 mm US$1.4 bn 17
  18. 18. Case Study – Qatargas II LNG Project Overview Project Value: US$8.5 Billion. First LNG financing on a fully integrated value chain basis. Debt-to-Equity: 70:30. The undersigned served World’s largest energy project financing at the time. as the advisor to Taylor-DeJongh’s Role Financial advisor responsible for integrating ECAs with commercial banks and Islamic tranche. Participated fully in all detailed financing terms and documentation. Evaluated all key commercial agreements including the Development and Fiscal Agreement with Qatar, Sale and Purchase Agreements, and the Terminal Capacity Agreement for the South Hook receiving terminal. “Deal of the Year” – Project Finance International and Project Finance 18
  19. 19. Case Study – Angola LNG Project Overview Project Value: US$4 Billion. Angola LNG Capacity: 5 mtpa. The undersigned served Expected Start up: 2010. as the advisor to Taylor-DeJongh’s Role Provided comprehensive financial analysis and 19 bankability report. Worked closely with Shipping, Marketing, Upstream Production, and Capital Budgeting work groups and provided detailed commentary on the bankability impact of numerous project development decisions. TDJ’s analysis and opinions were used in the investment decision-making process of each of the individual sponsors. 19
  20. 20. Case Study – Equatorial Guinea LNG Project Overview Project Value: US$1.5 Billion. EQUATORTIAL GUINEA LNG Capacity: 3.7 mtpa. Offtaker: BG, 17-year SPA for full capacity. The undersigned served as the advisor to Mitsui and Marubeni purchased 8.5% and 6.5% stakes, respectively. Taylor-DeJongh’s Role Participated in all major commercial negotiations of offtake agreements, shipping arrangements, and upstream supply agreements. Conducted comprehensive commercial feasibility study of the project. Identified funding sources, developed a financing plan, facilitated financial discussions with the lenders. 20
  21. 21. Case Study – Liquid Niugini LNG Project Overview Project Value: US$5.5 Billion. Sponsors: InterOil, Merrill Lynch, Pacific LNG. Liquid Niugini Gas Taylor-DeJongh’s Role The undersigned is Prepare detailed project risk analysis and serving as the advisor to comprehensive bankability analysis. Advise on all major project agreements: LNG offtake agreements, EPC contract, upstream supply agreements, shipping arrangements, shareholders’ agreement, and government support. Develop a financing plan with Merrill Lynch that includes funding from high yield bonds, commercial banks, and ECAs. Manage all aspects of raising financing from banks and ECAs. Brought into deal by Merrill Lynch. 21
  22. 22. Oil & Gas — Petrochemicals Experience ♦ Taylor-DeJongh has advised on 30 petrochemical projects in 17 countries since 1994. Countries where TDJ’s Petrochemical projects are located 22
  23. 23. Case Study – Rio Polimeros Integrated Petrochemicals Project Overview Integrated ethylene and polyethylene facility located in Duque de Caxias, state of Rio de Janeiro. Production capacity: 520,000 mtpa of ethylene; 540,000 mtpa of polyethylene. Total Project Cost: US$1.1 Billion. Debt-to-Equity: 60:40. Taylor-DeJongh’s Role Comprehensive financial advisory assignment. Integrated multiple ECAs and commercial banks into the financing structure. Removed roadblocks between lenders and sponsors on multiple occasions with innovative security and intercreditor solutions. Performed extensive financial risk analysis and developed detailed financial model. Analyzed all project documents, including EPC contract, technology license agreements, feedstock supply agreements, offtake agreements, and shareholder agreement. 23
  24. 24. Case Study – Lucite International’s Alpha 2 Project Project Overview Advising Lucite on its proposed entry into Saudi Arabia. Second facility utilizing Lucite’s revolutionary new Alpha process. Production capacity: 250 kta of methyl methacrylate (MMA). Total Project Cost: approx. $1 billion. Taylor-DeJongh’s Role Advised sponsor on negotiations with Saudi joint venture partner, project commercial and financial structure, and evaluating all potential sources of financing. Analyzed project contractual structure, including EPC arrangements, technology license agreement, offtake arrangements, and feedstock supply arrangements. Developed detailed financial model and conducted in depth analysis of project economics. Conducted extensive market soundings of potential lenders to identify and address key bankability issues. 24
  25. 25. Case Study – QChem II Project Overview 350,000 mtpa polyethylene plant and a 345,000 mtpa normal alpha olefins plant. Joint development of a 1.3 million mtpa ethylene cracker. Total Project Cost: US$1.5 Billion. Debt/Equity Ratio: 70/30 Taylor-DeJongh’s Role Taylor-DeJongh served as financial advisor to the Export-Import Bank of the United States. Provided detailed analysis of sponsor commitments, market risks, contractual and financial structures, and financial projections. Performed extensive risk analysis advised on appropriate structures to mitigate key project risks. One particular area of focus was the dependence of the downstream derivatives plants on the shared cracker. Directly supported negotiation of the financing terms. 25
  26. 26. Case Study – Gulf Advanced Chemical Industries Co. Project Overview 60/40 joint venture between Sipchem and four private-sector partners including Huntsman and Davy Process Technology. 75,000 tpa of Butanediol (BDO) and derivatives. Started initial production in October 2005. Taylor-DeJongh’s Role A TDJ team member advised the sponsors on developing and financing this integrated maleic anhydride/BDO facility in Saudi Arabia. Developed a comprehensive financial model to appraise alternative financial structures and optimize financing agreements. Developed key project agreements achieving an acceptable balance between lenders and sponsors. Secured non-recourse equity loan from BAE Systems. Managed SIDF’s and lenders’ due diligence requirements. Selected preferred financing offers and led subsequent negotiations with lenders through to financial close. 26
  27. 27. Case Study – KAFCO Restructuring Project Overview $260 million financial restructuring for a major urea and ammonia producer in Bangladesh. Total Project Value: $500 million. Karnaphuli Fertiliser Company (KAFCO) Taylor-DeJongh’s Role TDJ worked closely with JBIC to achieve the comprehensive The undersigned served rescheduling of the senior secured long-term financing. as the advisor to the Sponsors of Specifics of the Kafco transaction including: JBIC agreed to a re-denomination of the yen loan into US dollars, the currency used by the borrower in the sale of its product. A currency swap was effected by the Bank of Tokyo Mitsubishi. JBIC also agreed to change its interest basis from fixed to floating for the rescheduled portion of the loan. This was the first time JBIC gave consent to a transformation of all of its account exposure from Yen into US dollars. It had not entertained such a concept in a project financing prior to this restructuring. The solvency and liquidity positions of KEFCO was successfully restored. 27
  28. 28. Oil & Gas — Refineries Experience ♦ Taylor-DeJongh has advised on some of the most prestigious and recognized refining projects worldwide. ♦ The firm has advised on 17 refineries in 16 countries. Countries where TDJ’s Refinery projects are located 28
  29. 29. Case Study – ACFY Refinery Project Overview Oil refinery and associated crude oil delivery system. Refinery located in Arizona, USA, with pipeline from ARIZONA CLEAN Mexican crude terminal. FUELS YUMA 150,000 b/d capacity The undersigned is serving as the advisor to First greenfield refinery project in USA for 30 years. Total Project Value: US$4.5 Billion. Taylor-DeJongh’s Role Advising development group on all aspects of raising US$ 4.5 billion construction capital. Reviewed commercial agreements and advising on project commercial structure. Developed detailed project financial model and advising on project financial structure. Developed Confidential Offering Memorandum for raising equity. 29
  30. 30. Case Study – Samir Refinery Project Overview Project location: Mohammédia, Morocco. Total Project Value: US$930 Million. Debt-to-Equity: 65:35. Taylor-DeJongh’s Role Provided detailed financial model and capital structure. Provided preliminary project due diligence and analysis. Preparation of Preliminary Due Diligence Report. Advice on a Project Financing Package. 30
  31. 31. Oil & Gas — Pipeline Experience ♦ TDJ has advised on or structured 19 pipelines for a total length of 26,410 km. ♦ The firm has worked with most major international and national oil companies. ♦ TDJ represented all 7 ECAs in the complex cross-border BTC pipeline. Countries where TDJ’s Pipeline projects are located 31
  32. 32. Case Study – BTC Pipeline Project Overview Location: Starts from the Sangachold Terminal near Baku, Azerbaijan, through Georgia, to an export terminal at Ceyhan on the Mediterranean coast of Turkey. Capacity: up to 1 billion barrels per day. Total Capital Costs: US$3.2 Billion. Awarded “Deal of the Year 2004” by four publications. Taylor-DeJongh’s Role Managed the lender consortium of seven ECAs, including SACE, JBIC, US Ex-Im, Hermes, Nexi, Coface, and ECGD, and integrated with the commercial banks. Coordinated the consortium in negotiations on credit matters. Lead counterparty to sponsors on term sheets and financing structure. Full range of financial advisory on project financial and commercial structure, project economics, risk allocation and mitigation issues. 32
  33. 33. Case Study – Trans-Caspian Gas Pipeline Project Overview A 1200-km gas pipeline to transmit Turkmen gas through Azerbaijan and Georgia to Turkey and onward to European markets. Capacity: initial 6.25 bcm per year, expandable to 30.6 bcm per year. Total Capital Costs: US$2 Billion. Taylor-DeJongh’s Role Financial advisor to the Government of Turkmenistan. Prepared political and commercial risk assessments for the routing. Designed financial models, analyzed financial structure, and conducted bankability analysis. Reviewed financial and project documentation. Assisted in the negotiations with the developer consortium, legal advisors, financial advisors and potential lenders. 33
  34. 34. Case Study – Trans-Balkan (AMBO) Oil Pipeline Project Overview A 570-mile 36” crude oil pipeline from the port of Bourgas in Bulgaria, through Macedonia to the port of Vlore in Albania. Capacity: 750,000 bpd Total Capital Costs: US$1.2 Billion. Taylor-DeJongh’s Role Developed an equity and debt financing strategy. Analyzed project structure and funding plan. Assisted in negotiations with potential sponsors. Constructed financial models and reviewed financial and project documentation. Analyzed financial and commercial structure, project economics, and risk mitigation. 34
  35. 35. Case Study – Romania to Italy Oil Pipeline Project Overview Location: oil pipeline to connect Constanta, Romania and Trieste, Italy, crossing the territories Romania, Hungary, Slovenia and Italy. Capacity: 112 mtpa of curde oil. Total Capital Costs: US$1 Billion. Taylor-DeJongh’s Role Financial Advisor to the Government of Romania. Built a financial model to calculate transportation tariffs at the various points. Prepared all financial and economic models for economic viability screening. Conducted project cost analysis. Advised on project execution strategy. 35
  36. 36. Power Sector Expertise ♦ World leader in providing strategic and financial advisory services at all stages to clients in the power sector. ♦ TDJ worked on 7 projects that were the first independent power projects in each of the following countries: Argentina Czech Republic TDJ has advised on a variety of power projects, including: Mexico Morocco Gas-fired Geothermal Philippines Coal-fired Co-generation Poland Oil-fired Renewables Turkey Hydro Nuclear 36
  37. 37. Power Experience Ranked in the top 3 Financial Advisors: Power Sector 8 out of 10 years since 1997 by Infrastructure Journal and Privatization International. Advised project sponsors, developers and financiers on over 225 Power projects since 1994. Key relationships in the power sector including: 37
  38. 38. Power Experience – Global Reach ♦ TDJ has advised project sponsors, developers and financiers on over 225 power projects in 63 countries since 1994. Countries where TDJ’s Power projects are located 38
  39. 39. TDJ Coal Power Experience Taylor-DeJongh has advised on over 57 coal-fired power projects. The firm’s history of exemplary service encompasses the entire range of project responsibilities, including: Financial Advisor to Governments, Developers, and ECAs/Lender groups; Feasibility assessment; Financial modeling, sensitivity analysis, and capital structuring; Negotiations, risk assessment, and contract review; Analysis of legal, tax, and regulatory framework; Analyzing technology options; Raising capital, identifying investors, developing financing plans, and negotiating from inception through to financial close; and Advising on bidding and auction processes. The firm is not only adept at navigating the intricacies of financing large power projects, but has solved coal-supply problems, negotiated coal supply agreements, and has in depth experience with major coal power technologies. 39
  40. 40. Select TDJ Coal Power Experience Project Size TDJ Role Jorf Lasfar Coal- $1.3BN Parallel advisory of project financing, privatization, and regulatory reform. Fired Power Financial advisor to the US EX-IM Bank, SACE, and ERG for the Project – privatization plan and greenfield power project. Morocco Fostered collaboration and aided negotiations between the client and bilaterals, multilaterals, and international and local banks. Assisted in negotiations between the national utility of Morocco and the Minister of Energy, assisted in negotiating the coal supply agreement. P.T.Paiton Coal- $2.2BN FA to US Ex-Im on the restructuring of the 1,230 MW power project. Fired Power Assisted Ex-Im Bank in developing a reasonable restructuring plan and a Project – risk sharing framework with various project participants. Indonesia Managed risk assessment, contract review, financial evaluation, and created various options for the restructuring plan. *Deal of the Year Turow Coal- $220MM Arranged and closed on all financing and guarantees with OPIC, EBRD, Fired Power and commercial banks, performed project due diligence, and reviewed all Project – commercial agreements. Poland Held ongoing discussions with relevant ministries and local and regional financial institutions. *First closed IPP Analyzed the legal and regulatory frameworks and local and regional in Poland market conditions in the power sector. 40
  41. 41. Select TDJ Coal Power Experience (cont.) Project Size TDJ Role Brazil Criciuma $600MM Performed financial analysis and advised the developer of the mine-mouth Coal-Fired coal-fired plant. Power Project – Devised the capital structure, potential sources of financing and a financial Brazil model to analyze the viability of the project and assess risk-sensitivity. Advised on negotiations of the contractual agreements (PPA, FSA, and the EPC contract). Advised on potential sources of financing, and later led the financing negotiations with the recommended lenders. Novaky and $150MM Worked with U.S. companies to identify the best technology options for Vojany $150MM improving energy efficiency and air quality for the coal-to-gas conversion Repowering project. Projects – Constructed two financial models detailing the construction and operation Slovakia characteristics of the projects, including the financial plan and capital structure. Presented findings to Slovak Electric, the state utility. Elcho I & II - $270MM FA to the lender for 230MW IPP ECKG “CFB” cogeneration plants. Poland $50MM Developed strategy for project structuring and loan agreements, performed risk analysis on commercial contracts, wrote proposal to lenders for the Project Support requirements, compiled the draft term sheet and negotiated construction-period loans with the international financing agencies. Assisted with the privatization process. 41
  42. 42. Select TDJ Coal Power Experience (cont.) Project Size TDJ Role Tuzla and Kakanj $250MM Determined the technical, economic, and financial viability of rehabilitating Power Projects - two lignite/brown coal-fired power plants. Bosnia Performed due diligence, created a financial model, reviewed all commercial agreements, evaluated rehabilitation alternatives, developed conceptual design and cost estimates, and conducted risk and market analysis. Kladno Power $180MM Performed project due diligence, analyzed regional and local energy Project – Czech balances, potential benefits of regional energy planning and trade, and Republic provided assistance to stakeholders to implement energy planning at both national and regional levels. Created a financial model and financing plan, reviewed all commercial *First closed IPP in agreements, and closed on financing . the Czech Republic Lukovo Coal- $200MM Determined the technical, economic, and financial viability of repowering a Fired Power combined heat and power plant. Project – Croatia Created an appropriate project financing strategy, financial model, performed comprehensive sensitivity analysis, and helped secure a loan for HEP from US Ex-Im. Bonto Coal-Fired $40MM Examined project’s commercial structure, technical options, and developed a Power Project - comprehensive risk matrix Gambia Identified potential sources of debt financing Created a financial model and assessed project assumptions Determined various coal-sourcing options. 42
  43. 43. TDJ Gas Power Experience Taylor-DeJongh has advised on over 90 gas-fired power plants around the world over the past 27 years. Taylor-DeJongh’s recognized experience in the Gas-Fired Power sector, as with the coal sector, has encompassed the entire range of project development activities, including: Financial Advisor to Governments, Developers, and ECAs/Lender groups; Feasibility assessment; Financial modeling, sensitivity analysis, and capital structuring; Negotiations, risk assessment, and contract review; Analysis of legal, tax, and regulatory framework; Analyzing technology options; Raising capital, identifying investors, developing financing plans, and negotiating from inception through to financial close; Advising on bidding and auction processes. 43
  44. 44. Select TDJ Gas Power Experience Project Size TDJ Role Fujairah IWPP – $1.1BN FA to the UAE Offsets Group on this IWPP Project. UAE Advised on the EPC and tendering processes, reviewed the EPC contract, determined its future suitability as a financeable document. Identified risk and allocation issues, structured subsequent project documents, and provided a financial model for the entire project covering the plant and transportation system. Gebze, $2.2BN FA for the ECA consortium financing of three InterGen/Enka BOO power Adapazari, and Total projects in Turkey, totaling 3,500 MW in installed capacity. Izmir Gas-fired Advised the ECA consotrium in the negotiations of all major project Power Projects agreements (power purchase, fuel supply, EPC, O&M, parts & services, – Turkey etc.) and provided a detailed evaluation of the risk profile for each of the projects. Won “Deal of the Year” in 2000 from Global Finance, Project Finance *Deal of the Year International, and Project Finance. Baymina Power $481MM FA to U.S. Ex-Im for the BOO 770 MW combined cycle gas-fired project Plant - Turkey developed by Tractebel and Mimag. Advised on all aspects of the transaction, including analysis of all project documents, financing plan, project economics, country risk issues, and structuring and negotiation of financing terms. *Deal of the Year Named “Power Deal of the Year” by Project Finance International. 44
  45. 45. Select TDJ Gas Power Experience (cont.) Project Size TDJ Role Ibiritermo Gas- $213MM FA to US Ex-Im and SACE on the 226 MW combined-cycle facility. fired Power Advised on all aspects of the transaction, analyzed all project Plant - Brazil documents, performed credit analysis of key participants, structured and negotiated financing terms. Tema Power $100MM FA to the sponsors for the power plant and pipeline project. Plant – Ghana Completed due diligence and reviewed all documentation. Analyzed project financials, barriers to foreign investment, and the local, regional and global market conditions of the sectors. Developed pricing options and methodologies to enhance competitiveness. Assisted the Government in developing capabilities, policies and procedures for attracting international petroleum companies to invest in the pipeline project. UAE Power & $3.1BN FA to the United Arab Emirates Offsets Group. Desal Raytheon Advised on project structure, key agreements, tariff structure, financing – UAE sources, bankability requirements, risk elements and their mitigation, returns sensitivity to project risks, negotiation strategy with EPC contractors, potential future O&M and equity partners. Provided a financial model for the project capable of being used for evaluating the various EPC bid proposals and debt structures. 45
  46. 46. Select TDJ Gas Power Experience (cont.) Project Size TDJ Role Gaza Power– $100MM FA to Palestine Electric Company for financial analysis and structure of Palestine commercial and technical aspects of the 220MW BOO project. Reviewed all local investment laws, analyzed local and regional electric *Deal of the Year power generation, reviewed treatment of capital repatriation, and performed detailed analysis of the legal and regulatory frameworks. Jordan IPP – $700MM FA to the Government of Jordan and the state electricity company. Jordan Analysed energy sector and determined potential benefits of regional energy planning and constraints to cross-border trade. Assistance with developing analytical tools to assess existing energy resources and lack of legal and regulatory frameworks. Analyzed the implications of various approaches to the structure and regulation of competitive energy markets and recommended international best practices for the sector. Termo Bajilo $430MM FA to the U.S. Ex-Im Bank as the lead lender and provider of 85% of all Power – Mexico debt financing for this 600 MW IPP. Participated in all project agreements, created financial models, negotiated the entire lender security package, and negotiated all of the financing terms and conditions, including inter-creditor agreements. *Deal of the Year First ever IPP in Mexico, requiring extensive and elaborate analysis of, and changes to, the entire scheme of legal and regulatory governance of the electric power sector. 46
  47. 47. Case Study – Jorf Lasfar Power Project Overview Power plant privatization and greenfield BOT 1320 MW coal-fired power. Total Project Cost: US$1.3 Billion. Debt-to-Equity: 55:45. First-ever private power investment in Morocco. Taylor-DeJongh’s Role Advisor responsible for integrating ECAs and the commercial banks for the complex financing. Managed and coordinated the inter-lender negotiation process among SACE, U.S. Ex-Im Bank, ERG, The World Bank, OPIC, three international commercial banks and local banks. Advised and assisted the Government of Morocco in implementing legal and regulatory bodies necessary to attract foreign investment and debt for private-sector BOT power projects. Participated in negotiating all key project documents, analyzed underlying legal and commercial concerns, generated detailed financial projections, performed country analysis, and negotiated clients’ positions. 47
  48. 48. Case Study – Adapazari, Gebze & Izmir Power Project Overview Three power projects in Turkey, which were developed on a BO basis with a total generating capacity of 3500 MW. Total Project Cost: US$2.8 Billion. The undersigned served Debt-to-Equity: 75:25. as the advisor to Taylor-DeJongh’s Role Financial advisor responsible for integrating ECAs and lenders for the financing and negotiation with all parties. Analysis of Turkish credit and fuel supply issues. Full evaluation of project documents, including PPA and fuel supply agreement. “Deal of the Year” – Project Finance International Evaluation of and maintenance of the financial “Middle East and North Africa Public Offer of model for each of the three projects. the Year” – Privatisation International Acted as the “technical bank” in soliciting and “Middle East/Africa Deal of the Year” – Global Finance supervising independent consultants. 48
  49. 49. Case Study – PT Paiton Power Restructuring Project Overview Restructuring of the 1,230 MW coal-fired power project in Indonesia. Total Project Cost: US$2.2 Billion. U.S. Ex-Im Bank Exposure: US$514 Million. Taylor-DeJongh’s Role The undersigned served Financial advisor to integrate multiple lenders’ as the advisor to requirements into the restructuring of the power plant. Assisted with negotiations. Developed reasonable restructuring plan and a risk sharing framework with various project participants. Performed risk assessment, contract review, financial evaluation and analysis, and detailed due diligence. Created various options for the restructuring plan. Analyzed lender collateral security issues. 49
  50. 50. Transportation Experience ♦ Taylor-DeJongh possesses expertise in all forms of transportation. ♦ The firm has advised on 30 projects, including roads, bridges, ports, airports, and shipping. Representative Transportation Assignments Pocahontas Aqaba Port Florida I-595 LNG Tanker FastShip Inc. LNG Tanker Seven Air Cargo Redevelopment Airports Parkway & New Port Corridor Fleet Fleet Plan - Terminal USA Facilities Composition Qatargas II Poland Jordan USA USA Development for Equatorial LNG Jordan Guinea LNG FA to FA to FA to TIFIA Port Authority FA to TIFIA FA to Sponsor Developer FA to Lenders FA to Airport US$792 mm US$700 mm US$1.5 bn FA to Sponsors US$1.8 bn Authority US$60 mm 50
  51. 51. Case Study – Jordan Aqaba Port Relocation Project Overview The Aqaba Development Corporation (ADC) is relocating the port toward the Saudi-Jordanian border and privatizing several parts of its operations. Jordan Aqaba Port Project Value: US$600 Million. The undersigned is serving as the advisor to Taylor-DeJongh’s Role Advisor to ADC, the concession awarder. Key activities include: Analysis of ADC’s strategic alternatives for financing the Project. Developing full suite of tendering documents, and maintaining a financial model and performing scenario analyses. Preparation of marketing and disclosure documents. Managing a competitive tender process for awarding the concession. Negotiating with the Selected Bidder. 51
  52. 52. Water and Wastewater Experience ♦ Taylor-DeJongh has advised on over 25 water and wastewater projects in 19 countries worldwide. ♦ The firm has expertise in water distribution, desalination, and independent water and power (IWPP) projects. Representative Water and Wastewater Assignments Emcali Water Suez Water Nam Water Muscat Chiang Mai Desalcott Seafield & Namibia Concession Municipal Almond Valley Colombia Egypt Water & Trinidad & Oman Khong Thai United Tobago Kingdom Industrial Wastewater Thailand FA to FA to Government FA to Government FA to Bidders FA to Sponsor FA to Sponsors Government US$40 mm Confidential US$720 mm US$800 mm US$130mm US$195mm 52
  53. 53. Telecommunications Experience ♦ Taylor-DeJongh has been the financial advisor on over 20 telecommunications projects in 13 countries. ♦ The firm has worked on various types of projects, including subsea cable, mobile telephony, privatization and concessions. Representative Telecommunications Assignments SIVAM Emcali Cellular Avantel Avantel II VipNet Subsea Cable Telecoms Telecom Project Brazil Colombia Colombia Croatia Colombia India Africa / Spain / India FA to 5 - FA to Sponsor Government FA to Sponsors FA to Sponsor FA to Sponsor FA to Lender FA to Sponsor US$1.4 bn US$720 mm US$500 mm US$62.5 mm US$30 mm US$100 mm Confidential 53
  54. 54. Metals and Mining Experience ♦ TDJ has advised on over 30 metals, mining and industrial projects in 14 countries. Representative Metals, Mining and Industrial Assignments Belldune Iron San Bartolome Aluminium Iron Ore Batu Hijau Coal Washery Ore Mine Bahrain Line 5 Smelter Indonesia India Expansion Canada Bolivia South Africa Bahrain FA to Sponsors FA to Sponsor FA to Sponsor FA to Sponsors FA to Lender FA to Sponsor US$300 mm US$70 mm US$1.7 bn US$800 mm US$1 bn US$100mm SAISCO Steel ISCOR Congo Copper Guinea Aluminium Spinifex Ridge Mill Aluminum Smelter South Africa Congo Australia South Africa Guinea Kuwait FA to EPC FA to Bidder FA to Sponsor FA to Govt. FA to Sponsor FA to Sponsor US$150 mm US$120 mm US$1 bn US$900 mm US$1.2 bn US$450mm 54
  55. 55. Case Study – Alba Aluminum Smelter Project Overview World’s second largest Aluminum Smelter located in Manama, ALUMINIUM Bahrain. BAHRAIN (ALBA) Project consists of a 250,000 mt/year expansion. The undersigned served Total Project Value: US$1.7 Billion. as the advisor to Concluded with 100% debt financing. Taylor-DeJongh’s Role Financial advisor for Sponsor. Created 5 tranches of debt, achieved innovative, integrated, multi-sourced financing. US$ 1.7 billion Managed 26 mandated lead arrangers across all 5 tranches of unsecured financing on common terms. Evaluated bids for financing and developed options for financing all or part of the expansion using commercial banks, ECAs and capital markets. “Deal of the Year” – Global Trade Review Over 40 financial institutions and ECAs were contacted in order to design the most competitive and efficient financial structure. Total savings of about NPV $65 million in financing TDJ’s independent position enabled the achievement of the costs over what all other most competitive financing terms and least onerous covenants advisors had proposed. to ALBA and its shareholders. 55
  56. 56. Case Study – Aluminium Smelter, Kuwait Project Overview Project Value: US$1.4 billion Project consisted of a 250,000 mtpa greenfield aluminium smelter and a captive 440MW gas-fired power plant. Taylor-DeJongh’s Role SHUYAIBA Participated in a detailed energy cost analysis and ALUMINUM structuring the power supply options to the smelter. Optimized the project’s capital structure, created and US$ 1.7 billion modeled commercial options, and assisted in the The undersigned served creation of the optimal development configuration as the financial advisor and commercial arrangements. Identified investors and lenders among multilateral institutions, ECAs, Islamic financing institutions and capital markets. Assisted in the negotiations with prospective lenders and investors. 56
  57. 57. Case Study – Global Alumina Refinery, Guinea Project Overview Project Value: US$2.8 billion Capacity: 2.8 mmtpa Project consisted of the development of a mine, roads, rail, power, and port facilities to support the refinery. GLOBAL ALUMINA BOKE ALUMINA Taylor-DeJongh’s Role REFINERY Acted as advisor to Global Alumina to identify US$ 2.8 billion potential equity investors. The undersigned served as the financial advisor Assessed the projects viability, economics, and performance indicators. Sought USAID GDA assistance to provide support in the strengthening of vocational, technical and engineering training for local employees. 57
  58. 58. Case Study – Aluminum Smelting Complex, Guinea Project Overview Project Value: US$1.4 billion Project consisted of an aluminum smelter and a major hydropower plant. Would represent the largest industrial and infrastructure development in that country’s history. ALUMINUM SMELTING Taylor-DeJongh’s Role COMPLEX Acted as financial advisor to the Minister of Mines US$ 1.4 billion and Energy of Guinea on the development of financial and commercial plans. The undersigned served as the financial advisor Solely responsible for the official sources of financing, including multilateral agencies (World Bank Group and AfDB), bilateral agencies and development grants (sovereign governments and export credit agencies), as well as other developmental financing sources. 58
  59. 59. Management Overview Terry Newendorp David Suratgar Laurent Lavigne Chairman Chairman, Special Advisor & CEO Advisory Board to the Chairman Over 30 years of infrastructure Over 40 years of experience in Over 20 years in international financing experience legal and financial aspects of business Over $30 billion of energy deals major projects worldwide Has raised more than $3 billion More than 300 deals closed in Former Vice-Chairman, during his career 50 countries Deutsche Morgan Grenfell Specialist in M&A, project finance Senior Advisor to U.S. Ex-Im Member of the Board, Banque and investments with focus on oil Bank Morocaine du Commerce & gas, power, renewable energy, Exterieur (BMCE) and Senior and infrastructure Advisor to the Chairman Extensive experience in emerging markets PG International Finance, Master of International Affairs, Ecole Supérieure de Commerce, University of Houston Columbia University ROUEN , France JD Honors, George Washington MA (Law) Oxford University Economy and Finance Faculty – University Certificate AMP – Corporate Dauphine Paris IX BSc Chemical Engineering, Purdue Finance, Harvard Business University School Washington, DC London 59
  60. 60. Management Overview Afonso Reis Timothy Holder John Sachs e Sousa Director Director Director 14 years of experience in 18 years project and corporate 16 years experience in making international project finance and finance experience, advisory, direct equity investments, investment banking equity raising and M&A lending and investment banking Extensive experience in financing Extensive experience in in the energy and infrastructure infrastructure, power and oil & petrochemicals, oil & gas and sector gas sectors infrastructure sectors Extensive experience in Experience with limited recourse Advisor for over 15 years to the emerging markets project finance, privatization, British Offset Office on the Al Led large, multi-disciplined valuation and financial modeling Yamamah Economic Offset teams in successfully originating, Extensive deal experience in Program, Saudi Arabia managing and closing emerging markets transactions totaling over $4 billion in value MSc in Economics and Finance, BA (Hons), Economics & Economic MBA, Finance Concentration, University of Warwick History, University of Warwick Vanderbilt University BSc in Economics, London School of Associate Chartered Accountant BA, Economics and Finance, Albion Economics College London Bahrain Washington, DC 60
  61. 61. Washington DC London Bahrain 1101 17th St, NW 1101 17th St, NW 34 Smith Square 34 Smith Square Office 2207/2209 Office 2207/2209 Suite 1220 Suite 1220 London London Almoayyed Tower Almoayyed Tower Washington, DC Washington, DC SW1P 3HL SW1P 3HL Seef District Seef District 20036 20036 PO Box 11487 PO Box 11487 United States United States United United Manama Manama of America of America Kingdom Kingdom Bahrain Bahrain T +1 202 775 0899 T +1 202 775 0899 T +44 20 7233 4000 T +44 20 7233 4000 T +973 17567925 T +973 17567925 F +1 202 775 1668 F +1 202 775 1668 F +44 20 7808 1801 F +44 20 7808 1801 F +973 17567921 F +973 17567921 contacttdj@taylor- contacttdj@taylor- tdjlondon@taylor- tdjlondon@taylor- tdjme@taylor- tdjme@taylor- Intellectual Property of TDJ, © August 2009 61