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ALGAE FINANCING
AND RISK FINANCE
MAR K J . H AN S ON | MARY G . SE N N E S
S t o e l R i v e s L L P | 3 3 S o u t h S i x t h S t r e e t
S u i t e 4 2 0 0 | M i n n e a p o l i s , M N | 5 5 4 0 2
w w w . s t o e l . c o m | m j h a n s o n @ s t o e l . c o m
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
A L G A E F I N A N C I N G
• Financing structures and risk assessment.
• Many algae projects at various stages of
development. Projects don’t get built without
financing. These projects require unique financing
that will likely be a blend of equity (invested cash
Overview
2
that will likely be a blend of equity (invested cash
equity, government assistance) and debt including
government guaranteed debt.
• First stage is funding to carry the project through debt
and equity financing. This initial funding is
sometimes referred to as “seed” money. Because of
the early stage risk, seed money frequently carries
premiums to the general equity investment.
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
Use of Seed Money
1. Develop bankable business plan.
• Necessary to develop costs of project as well as
project risks.
• Assess costs to overcome mistakes (repopulate, new
water source, new algae strains, new harvesting or
extraction technology, etc.).
A L G A E F I N A N C I N G
3
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
extraction technology, etc.).
2. Acquire site options.
3. Fund advance project permitting (permits with longer
application and approval times).
4. Fund consultant and professional fees through project
financing.
5. Development of financial model with sensitivity to risk
factors.
L G A E B I O F U E L S
• Raising money is regulated by federal and state
securities laws.
• For seed money receipts of $2 million to $4 million
common structures are private placements under
Regulation D of the Securities Act:
Raising Seed Money
A L G A E F I N A N C I N G
4
Regulation D of the Securities Act:
– Exemption for limited offers and sales not
exceeding a threshold dollar amount
– Compliance with state blue sky rules
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
• No public disclosure or solicitation
– E.g. no advertisements, articles, or notices of the
investment opportunity
– Limit invitations to invest to persons with whom
the company has a pre-existing relationship
Private Placement
A L G A E F I N A N C I N G
5
the company has a pre-existing relationship
• Accredited / Non-Accredited Investors
– Accredited investor definition – income/net worth
or status with company
– Depending on type of private placement, may
have a limited number of non-accredited investors
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
• Parameters of Debt Financing
– Initial discussion of debt/equity ratios
– Project size and total funds required
• Reliance on government incentives
Debt Financing
A L G A E F I N A N C I N G
6
– Some government loan guarantees will require a
personal guarantee
• Required equity (investment)
– Sources: strategic partners, large private equity
sources, institutional investors
– Adequacy of working capital
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
• Loan guarantee programs through the USDA and
DOE
• Government Grants
– State Energy Program
Government Programs
A L G A E F I N A N C I N G
7
– Bioenergy Program for Advanced Biofuels
• Coordinating Government Programs with Financing
– Debt, debt enhancement, grant (equity) timing
(post close, investment enhancement), etc.
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
Sophisticated investors and lenders will spend as much
time on risk assessment as is spent on the financing
decision.
Risk Assessment
A L G A E F I N A N C I N G
8
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
• Who are the owners that are managing the project
development?
• Who will be the board?
• Management’s track record.
Management Risk
A L G A E F I N A N C I N G
9
• Are they replaceable or unique for this investment
(e.g., technology inventor)?
• Management of operations balance of personnel.
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
• From which governmental entities will consent and
permits be required?
• Stable or changing regulations.
• Government support for the project (infrastructure,
funding, etc.).
Regulatory Risk
A L G A E F I N A N C I N G
10
funding, etc.).
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
• Sustainability of algae strain, tests on species
longevity and confined growth systems.
• Issues related to release or discharge of algae from
facility.
• Susceptibility to viruses and other diseases; cost to
Operational Risk
A L G A E F I N A N C I N G
11
• Susceptibility to viruses and other diseases; cost to
repopulate.
• Viability of water quality in confined systems; nutrient
replenishment, chemical accumulation or depletion.
• Power interruption risk.
• Weather risk.
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
• Is technology utilized expensive? Replaceable?
• Viability of project if competitors use better
technology.
• Patent and license technology risk.
Technology Risk
A L G A E F I N A N C I N G
12
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
• Algae growth and algae oil production capacity.
• Storage facilities (when is company forced to market
vs. storage).
• Long-term product markets and marketing contracts.
Processing and Marketing Risk
A L G A E F I N A N C I N G
13
• Dependence on oil and gasoline pricing.
• Government incentives vs. market pricing.
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
Summary
• Evaluate priorities, technology, time, money.
• Business plan and financing model should evaluate and
address priorities and risk.
• Proper risk evaluation and disclosure protects project
developer and investor.
A L G A E F I N A N C I N G
14
NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
developer and investor.

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Algae Financing For NAA Conference Sept 17 18, 2009

  • 1. ALGAE FINANCING AND RISK FINANCE MAR K J . H AN S ON | MARY G . SE N N E S S t o e l R i v e s L L P | 3 3 S o u t h S i x t h S t r e e t S u i t e 4 2 0 0 | M i n n e a p o l i s , M N | 5 5 4 0 2 w w w . s t o e l . c o m | m j h a n s o n @ s t o e l . c o m NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 2. A L G A E F I N A N C I N G • Financing structures and risk assessment. • Many algae projects at various stages of development. Projects don’t get built without financing. These projects require unique financing that will likely be a blend of equity (invested cash Overview 2 that will likely be a blend of equity (invested cash equity, government assistance) and debt including government guaranteed debt. • First stage is funding to carry the project through debt and equity financing. This initial funding is sometimes referred to as “seed” money. Because of the early stage risk, seed money frequently carries premiums to the general equity investment. NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 3. Use of Seed Money 1. Develop bankable business plan. • Necessary to develop costs of project as well as project risks. • Assess costs to overcome mistakes (repopulate, new water source, new algae strains, new harvesting or extraction technology, etc.). A L G A E F I N A N C I N G 3 NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009 extraction technology, etc.). 2. Acquire site options. 3. Fund advance project permitting (permits with longer application and approval times). 4. Fund consultant and professional fees through project financing. 5. Development of financial model with sensitivity to risk factors.
  • 4. L G A E B I O F U E L S • Raising money is regulated by federal and state securities laws. • For seed money receipts of $2 million to $4 million common structures are private placements under Regulation D of the Securities Act: Raising Seed Money A L G A E F I N A N C I N G 4 Regulation D of the Securities Act: – Exemption for limited offers and sales not exceeding a threshold dollar amount – Compliance with state blue sky rules NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 5. • No public disclosure or solicitation – E.g. no advertisements, articles, or notices of the investment opportunity – Limit invitations to invest to persons with whom the company has a pre-existing relationship Private Placement A L G A E F I N A N C I N G 5 the company has a pre-existing relationship • Accredited / Non-Accredited Investors – Accredited investor definition – income/net worth or status with company – Depending on type of private placement, may have a limited number of non-accredited investors NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 6. • Parameters of Debt Financing – Initial discussion of debt/equity ratios – Project size and total funds required • Reliance on government incentives Debt Financing A L G A E F I N A N C I N G 6 – Some government loan guarantees will require a personal guarantee • Required equity (investment) – Sources: strategic partners, large private equity sources, institutional investors – Adequacy of working capital NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 7. • Loan guarantee programs through the USDA and DOE • Government Grants – State Energy Program Government Programs A L G A E F I N A N C I N G 7 – Bioenergy Program for Advanced Biofuels • Coordinating Government Programs with Financing – Debt, debt enhancement, grant (equity) timing (post close, investment enhancement), etc. NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 8. Sophisticated investors and lenders will spend as much time on risk assessment as is spent on the financing decision. Risk Assessment A L G A E F I N A N C I N G 8 NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 9. • Who are the owners that are managing the project development? • Who will be the board? • Management’s track record. Management Risk A L G A E F I N A N C I N G 9 • Are they replaceable or unique for this investment (e.g., technology inventor)? • Management of operations balance of personnel. NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 10. • From which governmental entities will consent and permits be required? • Stable or changing regulations. • Government support for the project (infrastructure, funding, etc.). Regulatory Risk A L G A E F I N A N C I N G 10 funding, etc.). NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 11. • Sustainability of algae strain, tests on species longevity and confined growth systems. • Issues related to release or discharge of algae from facility. • Susceptibility to viruses and other diseases; cost to Operational Risk A L G A E F I N A N C I N G 11 • Susceptibility to viruses and other diseases; cost to repopulate. • Viability of water quality in confined systems; nutrient replenishment, chemical accumulation or depletion. • Power interruption risk. • Weather risk. NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 12. • Is technology utilized expensive? Replaceable? • Viability of project if competitors use better technology. • Patent and license technology risk. Technology Risk A L G A E F I N A N C I N G 12 NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 13. • Algae growth and algae oil production capacity. • Storage facilities (when is company forced to market vs. storage). • Long-term product markets and marketing contracts. Processing and Marketing Risk A L G A E F I N A N C I N G 13 • Dependence on oil and gasoline pricing. • Government incentives vs. market pricing. NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009
  • 14. Summary • Evaluate priorities, technology, time, money. • Business plan and financing model should evaluate and address priorities and risk. • Proper risk evaluation and disclosure protects project developer and investor. A L G A E F I N A N C I N G 14 NATIONAL ALGAE ASSOCIATION CONFERENCE | HOUSTON, TEXAS | SEPTEMBER 17-18, 2009 developer and investor.