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1
ALTERNATIVE COLLATERAL RISK MITIGATION
CRAIG R. ENOCHSJackson Walker L.L.P.
1401 McKinney, Suite 1900Houston, Texas 77010
JOHN LIGHTBOURNNextEra Energy Resources
700 Universe Blvd.Juno Beach, Florida 33408
International Energy Credit Association85th Annual Fall Conference
October 11-14, 2009Orlando, Florida
2
Credit Risk Credit risk must be tailored to each
transaction
Credit risk is not absolute, but exists on a continuum Different points on the continuum require
different risk mitigants
3
Credit Risk (cont.)
Risk levels can be influenced by many factors, including: Nominal deal value Tenor of the deal Market liquidity and Relative creditworthiness of counterparty
RISKLOW HIGH
Next-Day Index Gas Sale Long-Term Tolling Arrangement
Guaranty? First Lien or Margining?Letter of Credit?
4
Credit Risk (cont.)
The key is to identify: Where your specific transaction falls on the risk
continuum Which credit tool best mitigates the risks involved in
the deal
RISKLOW HIGH
Next-Day Index Gas Sale Long-Term Tolling Arrangement
Guaranty? First Lien or Margining?Letter of Credit?
5
Credit Risk (cont.)
When selecting a credit tool, bear in mind
that most credit tools merely shift risk and
do not eliminate it altogether
Goal is not to eliminate risk
Rather, the goal is to meet the ideal point of
intersection between credit risk and the cost
and time to effect the credit tool
6
Credit Risk (cont.)
COST &
TIME
CREDIT RISK MITIGATION
Low High
Guaranty
First Lien
7
Credit Risk (cont.)
May use combination of credit tools in a
transaction
Different tools may be necessary to capture: Receivable risk v. mark-to-market risk
Independent amount v. tail risk
8
Selected Credit Tools for Discussion
Guaranties
Letters of Credit
Prepayment
Master Netting Agreements
Master Agreements with Multiple Annexes
Credit Default Swaps
First Liens
Joint & Several Liability Agreement
9
I. Guaranties Third party agrees to pay
Usually parent or affiliate
Guarantee of payment not performance
Enhances counterparty’s creditworthiness
Guarantor’s right of subrogation
Termination only releases Guarantor from future liability – not prior payment obligations
10
I. Guaranties
BEFORE TERMINATION
Guaranty
Letter of Credit Termination
Credit Protection: Guaranties v. Letters of Credit
AT AND AFTER TERMINATION
Guaranty
Letter of Credit Termination
Protected
Not Protected
11
I. Guaranties (cont.) When are Guaranties used?
A party has: Little or no creditworthiness;
Limited liquid collateral; and
An affiliate with creditworthiness
12
I. Guaranties (cont.) Advantages:
Liquid (but see next slide)
Simple
Common
Generally quick to negotiate and implement
For beneficiaries, potentially adds value if Guarantor and subsidiary go bankrupt Ex: Enron corporate guaranty roughly doubled
unsecured creditors’ recovery
13
I. Guaranties (cont.) Disadvantages:
Contract obligation, not cash or property
Guarantor’s creditworthiness may subsequently deteriorate
Guarantor is required to report guaranteed obligations on its financial statements
14
I. Guaranties (cont.) Defenses to Payment:
Generally, Guarantor has same defenses as Counterparty under trading agreement Exceptions:
Non-payment because of discharge of counterparty’s obligations in bankruptcy
Non-payment because counterparty lacked capacity under the agreement
Any defenses expressly waived in guaranty
Suretyship defenses
15
II. Letters of Credit Financial institution agrees to pay up to
the value of the letter of credit
Second only to cash Assigned higher value than less liquid or
less certain forms of collateral
Generally short-term in nature Ex: Common term is 30 days to 1 year
16
II. Letters of Credit (cont.) Party posting the letter of credit is usually
responsible for all related fees
Fees Associated with Letters of Credit Monthly fee to maintain the credit facility,
whether or not letter of credit is issued Usually a percentage of total amount available
under letter of credit facility
Fee when letter of credit is actually issued
17
II. Letters of Credit (cont.)
Common Limitations Imposed by Issuer: Maximum number of letters of credit
Maximum amount outstanding
Approval of beneficiary
Approval of form
18
II. Letters of Credit (cont.)
Drawing on a Letter of Credit: Administrative Obstacles
Compliance with drawing conditions Default under agreement generally must be continuing
May be required to present certified statement of default
Physical presentation of letter of credit to issuing bank
Ability (or inability) to make partial and/or multiple withdrawals Depends on express terms in letter of credit
19
II. Letters of Credit (cont.)
Multiple and partial withdrawals are preferred
If not allowed, then: Beneficiary may draw on letter of credit only
one time
Wait until the maximum amount allowed under the letter of credit is owed before drawing on the letter of credit
20
II. Letters of Credit (cont.) Advantages:
Liquid
Simple
Commonly used
Disadvantages: For beneficiaries, risk that issuer will become
insolvent
For issuers, payment risk if called upon to perform under letter of credit
For posting party, risk of expenses to replace if called upon
21
III. Prepayment
Buyer pays Seller before delivery
Net present value of sales price
Often preferred when dealing with non-creditworthy counterparties
22
III. Prepayment (cont.)
Single v. Recurring Payment Generally Seller prefers single payment:
Larger amount of prepayment at once
Seller is not exposed to risk if it is, in turn, purchasing long-term supply upstream
Generally Buyer prefers recurring payment: Smaller amount of prepayment at once
Mitigates Buyer’s loss if Seller does not deliver
23
III. Prepayment (cont.)
Single Payment Structure Example: Tax-Exempt Prepaid Transaction Municipality issues 30-year tax-exempt bonds
Bond proceeds are used to prepay a 30-year supply of commodity at a price discounted to net present value
Municipality recovers a discount to the extent of their tax exemption
24
III. Prepayment (cont.)
Recurring Payment Structure Example: Retail or Wholesale Prepaid Transaction Buyer initially pays Seller’s anticipated
accounts receivable for a set billing cycle (usually 60 days)
Buyer and Seller true up each month by invoice, and Buyer prepays for the following month
25
III. Prepayment (cont.)
Recurring Payment Structure Example: Retail or Wholesale Prepaid Transaction (cont.) Usually no mark-to-market collateralization
Best for index deals because no mark-to-market risk if either Buyer or Seller defaults
26
III. Prepayment (cont.)
Fixed v. Variable Prepayment: Calculation and periodic adjustments
Variable price and/or variable quantity
When using an index price, should have market disruption provisions
27
III. Prepayment (cont.)
Liquidated Damages: If a party is entitled to liquidated damages,
Buyer’s previous prepayment to Seller directly affects: Who pays damages; and
How payment is effectively made
Two Scenarios: Seller fails to deliver and Buyer covers
Buyer fails to receive and Seller covers
28
III. Prepayment (cont.)
Liquidated Damages (cont.) If Seller Fails to Deliver and Buyer Covers:
General Rule: Seller returns the prepayment amount to Buyer; plus
Positive difference (if any) in subtracting the contract price from Buyer’s cover price.
Seller also responsible for all Buyer’s costs and expenses in purchasing the commodity Seller failed to deliver.
29
III. Prepayment (cont.)
Liquidated Damages (cont.) If Seller Fails to Deliver and Buyer Covers:
Example: Buyer prepays Seller $10/MMBtu for Gas. Seller fails to deliver the Gas.
If Buyer covers at $12/MMBtu for Gas, then Seller owes:
$10/MMBtu prepayment to Buyer; plus
$2/MMBtu difference incurred by Buyer.
Seller’s $12/MMBtu payment (plus costs and expenses) keeps Buyer whole for Seller’s failure to perform.
30
III. Prepayment (cont.)
Seller
Seller Fails to Deliver and Buyer Covers at $12/MMBtu:
Buyer
(i) $10/MMBtu Prepayment
3rd Party Seller
(ii) Gas(ii) $12/MMBtu
(iii) $12/MMBtu
(i) Buyer prepays Seller $10/MMBtu, and
Seller fails to deliver Gas
(ii) Buyer covers by purchasing Gas from 3rd
Party Seller at $12/MMBtu
(iii) Seller pays $12/MMBtu to Buyer
• $10/MMBtu original prepayment, PLUS
• $2/MMBtu additional cover cost
31
III. Prepayment (cont.)
Liquidated Damages (cont.) If Seller Fails to Deliver and Buyer Covers:
Example: Buyer prepays Seller $10/MMBtu for Gas. Seller fails to deliver the Gas.
If Buyer covers at $5/MMBtu for Gas, then Seller owes:
$10/MMBtu prepayment to Buyer.
Seller’s breach resulted in a cost savings to Buyer (e.g., Buyer paid only $5/MMBtu instead of $10/MMBtu).
However, Seller must return Buyer’s entire prepayment and pay any additional cover costs or expenses incurred by Buyer.
32
III. Prepayment (cont.)
Seller
Seller Fails to Deliver and Buyer Covers at $5/MMBtu:
Buyer
(i) $10/MMBtu Prepayment
3rd Party Seller
(ii) Gas(ii) $5/MMBtu
(iii) $10/MMBtu
(i) Buyer prepays Seller $10/MMBtu, and
Seller fails to deliver Gas
(ii) Buyer covers by purchasing Gas from 3rd
Party Seller at $5/MMBtu
(iii) Seller pays $10/MMBtu to Buyer
• $10/MMBtu original prepayment
• Buyer keeps $5/MMBtu cost savings
resulting from Seller’s breach
33
III. Prepayment (cont.)
Liquidated Damages (cont.) If Buyer Fails to Receive and Seller Covers:
General Rule: Seller returns the prepayment amount to Buyer; minus
Positive difference (if any) in subtracting Seller’s resale price from the contract price.
Seller also can deduct its cover costs and expenses from the amount it returns to Buyer.
34
III. Prepayment (cont.)
Liquidated Damages (cont.) If Buyer Fails to Receive and Seller Covers:
Example: Buyer prepays Seller $10/MMBtu for Gas. Buyer fails to receive the Gas.
If Seller covers at $7/MMBtu for Gas, then Seller returns:
$10/MMBtu prepayment to Buyer; minus
$3/MMBtu difference incurred by Seller.
By returning only $7/MMBtu of Buyer’s original $10/MMBtu prepayment, Seller is kept whole.
Seller also can deduct any of its cover costs and expenses from the amount returned to Buyer.
35
III. Prepayment (cont.)
Seller
Buyer Fails to Receive and Seller Covers at $7/MMBtu:
Buyer
(i) $10/MMBtu Prepayment
3rd Party Buyer
(ii) Gas (ii) $7/MMBtu
(iii) $7/MMBtu
(i) Buyer prepays Seller $10/MMBtu, and Buyer
fails to receive Gas
(ii) Seller covers by selling Gas to 3rd Party Buyer
at $7/MMBtu
(iii) Seller pays $7/MMBtu to Buyer
• $10/MMBtu original prepayment, MINUS
• $3/MMBtu difference between $10
contract price and $7 resale price
36
III. Prepayment (cont.)
Liquidated Damages (cont.) If Buyer Fails to Receive and Seller Covers:
Example: Buyer prepays Seller $10/MMBtu for Gas. Buyer fails to receive the Gas.
If Seller covers at $12/MMBtu for Gas, then Seller returns:
$10/MMBtu prepayment to Buyer.
Seller keeps the $12/MMBtu cover payment, including the $2/MMBtu profit resulting from Buyer’s breach.
Seller can deduct any of its cover costs and expenses from the amount it returns to Buyer.
37
III. Prepayment (cont.)
Seller
Buyer Fails to Receive and Seller Covers at $12/MMBtu:
Buyer
(i) $10/MMBtu Prepayment
3rd Party Buyer
(ii) Gas (ii) $12/MMBtu
(iii) $10/MMBtu
(i) Buyer prepays Seller $10/MMBtu, and Buyer
fails to receive Gas
(ii) Seller covers by selling Gas to 3rd Party Buyer
at $12/MMBtu
(iii) Seller pays $10/MMBtu to Buyer
• $10/MMBtu original prepayment
• Seller keeps $12/MMBtu cover payment,
including $2/MMBtu profit
38
III. Prepayment (cont.)
Force Majeure Generally excuses both parties from delivery
and/or receipt obligations to the extent and for the duration of the Force Majeure event.
Buyer’s prepayment to Seller creates risk to Buyer if Force Majeure event subsequently excuses: Seller from delivering the commodity; or
Buyer from receiving the commodity
39
III. Prepayment (cont.) Force Majeure (cont.)
General Rule: If either Seller or Buyer declares Force Majeure and
Buyer has prepaid Seller, then Seller returns Buyer’s entire prepayment for the period affected by Force Majeure.
If Seller claims Force Majeure and is unable to deliver the commodity to Buyer, then Buyer should get its prepayment back because it did not receive the commodity.
If Buyer claims Force Majeure and is unable to receive the commodity from Seller, Buyer should get its prepayment back because it is excused.
40
IV. Master Netting Agreements
Two counterparties sign a Master Netting Agreement to net transactions between them and possibly those between affiliates
3 Aspects of Master Netting Agreements:
1. Netting of payments
2. Netting of exposure
3. Setoff upon bankruptcy
41
IV. Master Netting Agreements (cont.)
From a credit risk perspective, a Master Netting Agreement should have all three aspects: ISDA Energy Agreement Bridge: Not a true
Master Netting Agreement, rather a cross default tool
EEI Master Netting Agreement: Includes all three Master Netting Agreement features
42
IV. Master Netting Agreements (cont.)
Benefits of Master Netting Agreements Efficient use of collateral capital Enterprise-wide netting and setoff if affiliates
are included Uniform credit terms enterprise-wide with a
counterparty and all of its affiliates
43
IV. Master Netting Agreements (cont.)
Disadvantages of Master Netting Agreements Unwieldy Can be complex
Expensive Time-consuming to negotiate
Ex. EEI Master Netting Agreement
Enforceability Cross-affiliate Master Netting Agreements have
been difficult to enforce in bankruptcy
44
IV. Master Netting Agreements (cont.)
Bankruptcy courts are hostile toward cross-affiliate Master Netting Agreements because they undermine the core principal that every unsecured creditor is treated identically Limited case law
Enron v. Reliant indicated cross-affiliate MNA was unenforceable unless all involved affiliates sign and agree to joint and several liability
Effectively destroys multiple affiliate Master Netting Agreements
45
V. Master Agreement with Annexes
Use a Master Agreement with common terms and various annexes specific to each product EEI: Less widely used ISDA: Increasingly popular
46
V. Master Agreement with Annexes (cont.)
Advantages Net exposure across products: Leads to
more efficient collateral deployment Single-agreement setoff treatment in
bankruptcy Avoids negotiating sticky issues that slow
down negotiations more than once Ex. Credit terms, Events of Default
Once Master Agreement is negotiated, annexes are usually very easy to add
47
V. Master Agreement with Annexes (cont.)
Disadvantages Master Agreement with annexes can take
longer to negotiate than individual single-product Master Agreement
Gap risk between product-specific annexes to Master Agreement and single-product Master Agreement Ex. ISDA Gas Annex v. NAESB
48
VI. Credit Default Swaps
Buyer purchases credit protection from Seller relating to the obligation of some other entity (a “Reference Obligation”)
Buyer does NOT have to have any interest in the Reference Obligation
Buyer pays Seller a periodic fee for such protection
49
VI. Credit Default Swaps
If a “Credit Event” occurs with respect to the Reference Obligation, Seller pays Buyer the difference between: The face value of the Reference Obligation; and
The current market value of the Reference Obligation.
Commonly documented through the ISDA
50
VI. Credit Default Swaps
Purpose of CDS Transactions Increase or decrease credit exposure without the
need for transferring assets or obligations Seller in a CDS Transaction immediately increases its
credit exposure without having to outlay any cash
Buyer in a CDS Transaction immediately decreases its credit exposure without having to dispose of any outstanding obligations
Ability to manage exposure makes CDS Transactions popular with banks and hedge funds
51
VI. Credit Default Swaps (cont.) Regulation:
CDS transactions generally exempt from CFTC and SEC regulation
Exempt from CFTC regulation because: Not executed on a Trading Facility (Over-the-Counter)
Entered into between Eligible Contract Participants
Exempt from certain SEC regulations because: Constitutes a “Security-Based Swap Agreement”, which is
expressly excluded from the definition of “Security” in the Securities Act and Exchange Act.
52
VI. Credit Default Swaps (cont.)
CDS Transactions v. Insurance Contracts Material interest in underlying obligation
Insurance contract requires “insurable interest”
Buyer of CDS protection does not need to show any interest in the Reference Obligation
Proof of loss Insurance contract requires insured to show “proof of loss”
before amounts are paid under the policy
Seller pays Buyer amounts owed under CDS Transaction whether or not Buyer has actually incurred any loss related to the Reference Obligation.
53
VI. Credit Default Swaps (cont.)
CDS Transactions v. Insurance Contracts (cont.) Payment of Premiums
Insurance contracts: Premiums paid on monthly basis, and rates adjusted by insurer on annual basis
CDS Transactions: Buyer pays CDS fee on a quarterly basis, and fee remains constant throughout the term of the deal.
Termination Insurance contract: Generally insured can terminate at will
CDS Transaction: Set term is defined in the Confirmation, so Buyer cannot unilaterally terminate. If Buyer fails to pay CDS fee, then Seller may declare Event of Default under the agreement
54
VI. Credit Default Swaps (cont.)
Advantages: Seller’s creditworthiness is substituted for the
creditworthiness of the party whose obligations are secured by the CDS Transaction
Risks: Seller may become less creditworthy over the term of a
CDS Transaction
Seller may fail to pay CDS obligations upon the occurrence of a Credit Event Buyer may be exposed if it is not holding some form of
collateral or security from Seller
55
VII. First Liens
General Overview Debtor under an existing credit facility has provided
a first lien and security interest in a tangible asset to lenders
Debtor enters into trading agreements with hedge counterparties relating to the asset, and offers first lien as collateral Ex: Debtor enters into ISDA with Gas Annex in order to
purchase fuel for electric generation facility
Hedge counterparty holds first priority lien and security interest pari passu with lenders
56
VII. First Liens
General Overview Lenders willing to share first lien because trading
relationship with hedge counterparty: Reduces risk
Ex: If hedge counterparty sells natural gas to run debtor’s power plant, reduces the risk that the plant will be unable to produce electricity
Increases value of the asset Ex: If debtor sells a power plant’s electricity to hedge
counterparty, this increases the value of the plant by mitigating the risk that debtor will not be able to find a purchaser for the plant’s output
57
VII. First Liens Documents in First Lien Structures
Loan Documents: May impact a hedge counterparty’s rights in relation to other lenders Credit Agreement
Intercreditor Agreement
Security Agreement or Collateral Trust Agreement
Designation and Joinder Agreement
Trading Documents: Between hedge counterparty and debtor First Lien protections often documented under an ISDA,
but can be incorporated into NAESB or EEI
58
VII. First Liens (cont.)
3 Types of First Lien Credit Structures Replacement Structure
Threshold Structure
Tail Risk Structure
59
VII. First Liens (cont.)
Replacement Structure First lien wholly replaces any other collateral obligations
of debtor under the trading agreement
Debtor not required to provide any cash, letter of credit or guaranty
Cheaper to implement than other forms of credit support
60
VII. First Liens (cont.)
Threshold Structure Hedge counterparty assigns a value to the first
lien
Such value establishes a fixed collateral threshold for debtor under the trading agreement
Debtor only provides alternative forms of collateral if hedge counterparty’s exposure exceeds the threshold
61
VII. First Liens (cont.)
Tail Risk Structure Debtor initially posts collateral to hedge counterparty up
to a fixed amount
The First Lien covers debtor’s “tail risk” over and above the credit limit Debtor’s collateral obligations are fixed despite any
subsequent market fluctuations altering hedge counterparty’s exposure.
62
VII. First Liens (cont.) Debtor’s Order of Preference for First Lien
Structures Replacement Structure
Debtor provides no collateral except the First Lien
Tail Risk Structure Debtor’s collateral obligations are fixed up to a certain amount,
and the First Lien covers all other hedge counterparty exposure
Threshold Structure Debtor still receives value for its First Lien, but may have to
post additional collateral depending on hedge counterparty’s exposure
63
VII. First Liens (cont.) Counterparty’s Order of Preference for First Lien
Structures Threshold Structure
Accounts for the value of debtor’s first lien, but also protects against market risk by requiring additional collateral
Tail Risk Structure Hedge counterparty initially receives collateral as security, and
enjoys the benefits of First Lien protection
Replacement Structure Risk that hedge counterparty’s exposure will exceed the value
of the First Lien, and no other collateral available
64
VII. First Liens (cont.) Advantages to Debtor
No additional collateral needed
No liquidity needed
More equity may be available under Credit Agreement than in other credit structures
Lower administrative burden
More efficient use of the capital locked up in the assets of the first lien estate
65
VII. First Liens (cont.) Advantages to Counterparty
Right in tangible asset rather than contractual interest
Aligned interests with lender
“Right-way risk” As the price of input or product increases (thus
potentially increasing a hedge counterparty’s exposure), the value of the asset on which counterparty holds a first lien also increases.
66
VII. First Liens (cont.) Disadvantages to Debtor
Counterparty still may demand additional collateral or price concessions
Low asset valuation for credit purposes First liens are fairly illiquid and contingent upon
terms of a Credit Agreement or actions by lenders
Requires positive multiple of equity to debt on assets in facility
67
VII. First Liens (cont.) Disadvantages to Debtor (cont.)
First lien places hard assets at risk that are not otherwise affected in other credit structures
Even if counterparty accepts first lien, counterparty may impose ultra conservative risk limits and parameters in the transactions secured by the first lien Impacts ability to trade with hedge counterparty
68
VII. First Liens (cont.) Disadvantages to Counterparty
Highly illiquid collateral
Extended delay between default and payment
Lack of control in collateral Acting as part of a group of creditors rather than
individually
Risk if counterparty’s interests diverge from other lenders and hedge counterparties
Not fungible
69
VII. First Liens (cont.) Additional Considerations with First Liens
Voting Rights Generally contained in the Credit Agreement
Matters on which hedge counterparty can vote (and weight of vote) often differ from lenders
Ratio of (i) exposure to debtor, compared to (ii) cumulative debt under credit facility
Compared to lenders in the credit facility, hedge counterparty may have little or no voting power
Hedge counterparties must work with lenders because interests are linked
70
VII. First Liens (cont.) Additional Considerations with First Liens
(cont.) Payment of Debt
Hedge counterparty’s collateral rights stem from Credit Agreement
When Credit Agreement is paid in full or terminated, hedge counterparty must ensure that it will be covered
Can the lenders release the lien without the hedge counterparty’s consent?
Can the lenders release the lien without the debtor providing alternative forms of collateral?
71
VII. First Liens (cont.) First Lien Terms in Trading Agreements:
Events of Default / Termination Events Debtor’s obligations cease to be subject to first lien
Hedge Counterparty’s right to payment ceases to be pari passu with lenders
Value of estate drops below a specified level
Threshold Threshold, Replacement, or Tail Risk Structure?
72
VII. First Liens (cont.) First Lien Terms in Trading Agreements
(cont.): Representations, Warranties & Covenants
Debtor’s authorization to provide the First Lien under the Credit Agreement
Compliance with representations in the Credit Agreement
Transfer and Assignment Align Trading Agreement with Credit Agreement
Ex: Can the trading agreement be assigned or encumbered?
73
VIII. Joint & Several LiabilityAgreement
J&S Liability Agreement: Affiliate counterparties agree to be jointly and
severally liable for the payment obligations of the other under their respective trading agreements
All parties agree to net credit exposures
When Used: One party trades with two or more affiliated
counterparties under separate trading agreements Structure creates a natural offset of payment and credit
obligations under all agreements
Well suited for structured transactions
74
VIII. Joint & Several LiabilityAgreement (cont.)
Example: Party A owns a power generation facility
Party A purchases gas from Party B Gas under a NAESB, and sells its electricity to Party B Power under an EEI
Party A, Party B Gas and Party B Power could enter into J&S Liability Agreement so that:
Party B Gas and Party B Power would be J&S liable for each other’s payment obligations to Party A under the NAESB and EEI
The Parties could net any credit exposures together to limit collateral obligations
75
VIII. Joint & Several LiabilityAgreement (cont.)
How Different than a Master Netting Agreement? Expressly creates joint and several liability between
affiliated parties MNA often provides for netting and set off across
transactions with affiliates, but does not create J&S liability for payment among such affiliates
J&S Liability can be limited only to obligations under a single trading agreement MNAs generally involve multiple agreements among multiple
counterparties and affiliates
76
QUESTIONS?
CRAIG R. ENOCHSJackson Walker L.L.P.
1401 McKinney, Suite 1900Houston, Texas 77010
JOHN LIGHTBOURNNextEra Energy Resources
700 Universe Blvd.Juno Beach, Florida 33408