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NanoHoldings L.L.C (“NH”)ACQUISITION OF PLASCO
TURNING GARBAGE INTO ELECTRICITY & WATER
Changing the Way Communities Deal With Waste
Changing the Way Communities Deal With Waste
AGENDA
1. INTRODUCTION TO NANOHOLDINGS2. BENEFITS OF PLASCO ENERGY3. DESCRIPTION OF PLASCO TECHNOLOGY4. FINANCIAL OVERVIEW5. ACQUSITION OPPORTUNITY6. TIMELINE & NEXT STEPS
1. INTRODUCTION TO NANOHOLDINGS
NanoHoldings is a global technology development company
Specialize in nanotechnology breakthroughs in energy and water technologies
~ $50mm Invested by leading corporate and financial institutions: Morgan Stanley McLendon Ventures [Former CEO Chesapeake Energy] Schlumberger Royal DSM [formerly Dutch State Mining] Anchor [India] KACST
NanoHoldings ScientistsUniversity
72 % 20 % 8 %
NanoHoldings
Longer Term Revenue
Medium Term Revenue
Short Term Revenue
ACQUISITIONS
PLASCO
NANOHOLDINGS CORPORATE DEVELOPMENT STRATEGY
W
S R
W
S R
FOG
Changing the Way Communities Deal With Waste
2. BENEFITS OF PLASCO ENERGY
Raising US$650 mm from existing NanoHoldings investors to acquire PLASCO 2 term sheets from existing shareholders for US$650mm in hand
Historically:
waste has been buried…. …or waste has been burned.
WHERE DOES YOUR GARBAGE GO?
PLASCO: THE WORLD’S LEADING WASTE CONVERSION COMPANY
BENEFITS TO KSA:①Environmental friendly solution that eliminates smokestacks & landfills②Completely Scalable
- Plants are modular and can serve small regional communities - Large cities can be served by a network of modular plants - Reclaim existing landfills
③Cleanly converts 95% of trash into pure synthetic gas- Green renewable fuel to generate electricity - Feedstock for KSA plastic/petrochemical business
④Valuable Economic Development- Each modular plant creates 45 high paying jobs in the local community- Manufacturing in KSA of modular plants creates a new Global export industry
⑤Novel alternative to supply Foreign Aid- Donating modular plants creates employment opportunities, low cost local power- Leading global Humanitarian efforts in environmental cleanup
13
A DECADE OF DEVELOPMENT: A DECADE AHEAD OF THE COMPETITION
Fully scalable Single plant servicing small community Large cities served by a network of modular plants
Changing the Way Communities Deal With Waste
3. DESCRIPTION OF PLASCO TECHNOLOGY
Four Stage Conversion Process
17
Four Stage Conversion Process
Stage 1 - Shredding
19
20
22
=
1.4 MWh0.4 used1.0 sold
+300 Litres
100
80
60
40
20
0
NITROGENOXIDE
68%Less
DIOXINS &FURANS
78%Less
HEAVYMETALS
91%Less
ORGANICCOMPOUNDS
99%Less
PARTICULATEMATTER
33%Less
*PLASCO data compared to published Vancouver, Canada Landfill data.
PLASCO IMPROVES LOCAL AIR QUALITY vs LANDFILL
88% LESS
PARTICULATEMATTER
75% LESS
NITROGENOXIDE
98% LESS
DIOXINS &FURANS
99.7% LESS
HEAVYMETALS
98% LESS
NON-METHANE ORGANIC
COMPOUNDS
95% LESS
HYDROGEN CHLORIDE
61% LESS
SULPHUR DIOXIDE
PLASCO emissions compared to the Durham, Ontario incinerator planned limits:
Latest Incinerator Technology
PLASCO
100
80
60
40
20
0
PLASCO vs INCINERATION
Changing the Way Communities Deal With Waste
4. FINANCIAL OVERVIEW
PLASCO TODAY:First commercial plant
leading to rapid sales growthand profit expansion
Investment
Profit
Competitors:At capital intensive
technological development stage
USE MORE ENERGY THAN PRODUCE
PLASCO: POINT OF COMMERCIALIZATION
10 Year LeadPLASCO PRODUCES MORE
ENERGY THAN USED
PLASCO FINANCIAL PROJECTIONS
PLASCO FINANCIAL PROJECTIONS
Changing the Way Communities Deal With Waste
5. ACQUISITION OPPORTUNITY
MANAGEMENT BUYOUT OF PLASCO
Unique set of circumstances has created opportunity for MBO Approx 70% of equity held by 3 institutional shareholders
Ares [34%] Soros [18%] West Face [18%]
PLASCO requires new round of capital Institutional Investors plan
Obtain strategic Corporate Investor [Siemens, GE] $100mm - $200mm File for IPO Minimum Timeline: 3 months for Corporate – 9 months for IPO
West Face – legally prohibited from further investing – creates VULNERABILITY
Management fully-diluted ownership only 5% Limited financial upside
NANOHOLDINGS, in conjunction with management, has short term window to complete MBO & acquire intensely profitable asset
32
Buyout 350
Plant 200
ICARS 50
WC 50
650
USE OF PROCEEDS
$50mm A,B,C
Common
NanoHoldings ScientistsUniversity
72 % 20 % 8 %
30.1%
4%
$650mm Series D
NanoHoldings Plasco Employees
80% 20%
49.9%
Raising US$650 mm from existing NanoHoldings investors to acquire PLASCO 2 term sheets from existing shareholders for US$650mm in hand Investment Opportunity for PIF due to KACST
16%
Employees/Scientists
Changing the Way Communities Deal With Waste
6. TIMELINE & NEXT STEPS
34
The Offering – US$650 mm Investment in NanoHoldings to Acquire PLASCO
Projected 2018 sale = US$ 10.3 bnCash Return Preferred D Share = US$ 4.5 bn = 7x return on investment
PROJECTED EXIT SCENARIO – 2018E projected sale (on 2018E EBITDA of US$ 687 mm) provides Series D Preferred Investor with cash distributions of:
2014 2015 2016 2017
- $650 mm
Cash Return + $4.5 bn
Investment
TRANSACTION TERMS & VALUATION
Invitation to join solely an insiders round of existing NanoHoldings ShareholdersPre-money valuation of $650 mm Acquires 49.9% of NanoHoldingsMinimum Investment US $100 million for 7.67%Senior Series D Participating Preferred
TIMELINE
Nov 30 – completion of initial due diligenceNov 30 – sign non-binding term sheetDec 31 – sign binding term sheetJan 15 – complete final due diligenceJan 25 – Review Legal documentsJan 31 – Closing & Funding
2018
Changing the Way Communities Deal With Waste
An investment in the Company involves a high degree of risk, and is suitable only for investors of substantial means who have no immediate need for liquidity of the amount invested and who can afford a risk of loss of all or a substantial part of such investment. Investors and the Company may be subject to a number of risks, including, but not limited to, no assurance of any investment return, a long-term and illiquid investment, and no commercialization of any technology. In addition, any projections or other estimates contained herein, including estimates or forecasts of returns or performance, are forward-looking statements and are based upon certain assumptions. Actual results may differ materially from the expectations presented in the forward-looking statements. Accordingly, there can be no assurance that estimated returns or projections can be realized. Each prospective investor should consult with his, her or its personal legal, tax and financial advisers and carefully consider and evaluate the risks before investing in the Company. Projections and other forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties and should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved.