Project and Structured Finance Advisory Practice

32

A D V I S O R S

Project and Structured Finance Advisory Practice

1920 L Street NW, Suite 535 Washington, DC 20036 www.32advisors.com

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

157 TRANSACTIONS TOTALING in EXCESS of $53 BILLION MANUFACTURING & OTHER

17 Projects

E&P and PIPELINE

19 Projects

ALTERNATIVE ENERGY TRANSPORTATION

30 Projects

TELECOM (SATELLITE)

BILLION

$3.0 BILLION

$4.5 BILLION

LNG

$9.3

45 Projects

BILLION

$4.6

20 Projects

BILLION

$12.7

11 Projects

REFINING/ PETROCHEMICAL MINING

A D V I S O R S

$4.1

5 Projects

THERMAL

32

6 Projects

BILLION

$2.6 BILLION

4 Projects

$7.8 BILLION

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

DEAL EXPERIENCE IN 70 COUNTRIES

CLOSED DEALS

32

A D V I S O R S

OTHER TRANSACTION EXPERIENCE

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

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TRANSACTIONS - BY SECTOR & REGION

A D V I S O R S

Transaction Value by Region ($BN)

Transaction Value by Sector ($BN) 7.8

2.6

1.02

Manufacturing & Other E&P and Pipeline

4.1 4.4 3.0

Africa

10.83

Asia/Pacific

Alternative Energy Transportation

4.5

9.42

Europe 3.26

Latin America 3.77

Thermal

Middle East North America

Telecom (satellite) 12.7

9.3

Refining/Petchem

Oceania 12.25

4.6 12.49

Number of Transactions by Sector 6 4 11

Number of Transactions by Region

Manufacturing & Other

17 19

6

E&P and Pipeline

7 3 Africa 40

20 Alternative Energy

32

Asia/Pacific Europe Latin America

Transportation

30 45

Middle East Thermal

20

5 Telecom (satellite)

North America Oceania

49

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

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WHY 32 ADVISORS?

A D V I S O R S

32 Advisors provides services that span the projects’ development cycle from the planning stage through the financing and into operations.

OPPORTUNITY ANALYSIS

• Bankability feasibility assessment • Development of financing plan and negotiation of key contracts • Creation of financial model to support business rationale • Approach of appropriate financing sources

TRANSACTION FINANCING EXECUTION

• Prepare information memorandum • Anticipate and advise throughout course of Lender Due Diligence • Negotiate term sheets and key financing documents • Coordinate and support financial closing process including conditions disbursement • Oversight of closing process

POST-CLOSING SUPPORT

• Negotiate and conduct financial rationale analysis for Consent, Amendments and Waiver requests • Refinancing: using existing documents as a basis for new financing • Restructuring: Work to maximize value recovery of distressed assets

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

FOCUS on SUBSTANCE and PROCESS

32

A D V I S O R S

32 Advisors focuses on the core lending issues • •

Lenders’ financing criteria including institutional credit thresholds and risk appetite Knowledge of borrower-friendly terms/structures lenders likely to find acceptable

32 Advisors recognizes the key commercial issues affecting transactions across sectors and markets and works with clients to identify lender perceived risks and how to mitigate them • Every transaction is different and the diversity of our experience is the key to sorting out issues and identifying workable solutions • Sorting and resolving critical path issues from other less important term sheet issues is key to managing the financing process efficiently and in a timely manner

32 Advisors understands the path to Financial Close • • •

Every transaction is based on both its credit and legal merits and robustness. The strategy behind the presentation of detail to investors/ lenders is key to the successful outcome of the institutional due diligence process. The negotiation strategy is critical to the process and requires careful thought and execution. Proactive management of the financing process including all coordination activities especially in situations with multiple Lenders. Maintaining a project timeline is important to meet contractual deadlines and manage stakeholder expectations

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

HEAD OF PRACTICE: JOHN SCHUSTER John Schuster is Principal of the 32 Advisors Project & Structured Finance Practice. He advises U.S. and international clients on structured and project finance transactions. In 30 years in the infrastructure finance industry, Mr. Schuster has led and advised deal and project teams on more than 200 separate transactions, involving nearly $50 billion of approved project loans for infrastructure projects in the power, oil/gas, mining, satellite, semiconductor and other sectors.

Vice President and Head of the Structured Finance Division of the Export-Import Bank of the United States

Prior to joining 32 Advisors, Mr. Schuster served 15 years at Ex-Im Bank. As the Vice-President and Head of the Structured Finance Division, Structured Finance Division, he grew the division’s lending to over $10B per year, leading the Ex-Im Bank into new sectors such as satellites, renewable energy, mineral mining, nuclear power, and semiconductor manufacturing, while expanding the bank’s portfolio in traditional segments of oil & gas and power. As a result of his leadership, Ex-Im was awarded several Deals of the Year and was selected Export Credit Agency of the Year and Multilateral of the Year in 2013. Prior to assuming leadership of the Structured Finance Division, Mr. Schuster was a Managing Director, where he led deal teams originating many of the divisions most challenging cases in the power, petrochemical, and satellite sector. Head of International Finance Advisory at ICF Consulting Mr. Schuster managed the international finance advisory practice for ICF Consulting’s energy group, advising agency, banking and government clients on project finance, risk allocation, financial feasibility, and other matters. He advised on successful debt restructurings on power and coal assets in the U.S. and Australia, and advised on competitive bidding programs in the U.S. Head of International Finance Advisory at PA Consulting Group Mr. Schuster ran the international finance advisory practice at Hagler Bailly, where he advised agency, bank, and corporate clients with a focus on project financing of IPP projects in emerging markets. He authored Power Project Finance, a seminal work on power project finance in developing countries

PROJECT & STRUCTURED FINANCE TEAM Miki Flamenbaum –Senior Associate - Project & Structured Finance Miki Flamenbaum is a Senior Associate and Financial Modeler in the 32 Advisors Project & Structured Finance practice at 32 Advisors where he advises U.S. and international clients on structured and project finance transactions. Miki has over 5 years in transactional origination and asset management roles in U.S. and emerging markets. His experience includes closing or managing $3.2 billion of infrastructure assets in the solar generation, solar panel manufacturing, wind energy, oil/gas, mineral mining, and thermal power sectors. Miki holds a dual MBA/MA from the George Washington University.

Lingzi Kong – Associate - Project & Structured Finance Lingzi Kong is a Financial Modeler and Associate for the Project & Structured Finance practice at 32 Advisors. Prior to joining 32 Advisros, she worked as a Demand and Revenue Analyst for AECOM’s PPP Advisory section, where she performed business consulting, due diligence, and model forecasting on transportation, planning, traffic, and parking privatization. Lingzi is currently pursuing a full-time MBA at the George Washington University, concentrating in finance and strategy.

Dara Gold – Analyst- Project & Structured Finance Dara Gold is a Financial Modeler and Analyst for the Project & Structured Finance practice at 32 Advisors. She has experience in statistical analysis and risk modeling and projection, having worked at the United Nation’s Global Pulse Division, NASA, and The Investment Fund for Foundations. Dara is a Professorial Lecturer in Mathematics and Statistics at American University. Dara recently received her Ph.D. in Math from Boston University and holds a Bachelor of Science in Math from Georgetown University.

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

FOUNDER & CEO

32

A D V I S O R S

Robert Wolf Prior to forming 32 Advisors, Robert spent 18 years at UBS, holding several senior positions, including Chairman and CEO of UBS Americas, President and Chief Operating Officer of the Investment Bank, Global Head of Fixed Income, and Chair of the Diversity Committee. He joined UBS in 1994 after spending 10 years at Salomon Brothers as a Vice President in Fixed Income Sales and Trading. Robert was appointed a member of President Obama's Council on Jobs and Competitiveness from 2011-2013, a member of the President's Economic Recovery Advisory Board from 2009-2011, and was on the Homeland Security Advisory Council's Border Infrastructure Task Force in 2012. In June 2013, the White House appointed Robert to the President’s Export Council. Robert is a graduate of the Wharton School at the University of Pennsylvania, receiving a B.S. in Economics. While at UPenn, he played on the varsity football team that won Ivy League Championships in both 1982 and 1983. His wife, Carol, is a corporate attorney and currently the Director of Special Projects for the RFK Center. They have 2 children and reside in Purchase, NY.

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

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LATIN AMERICAN & U.S. ADVISORY

A D V I S O R S

Strategic Advisor: Salvador Torres Salvador is a Strategic Partner at 32 Advisors for Latin America and the United States. He has nearly 15 years of experience as an investment banker and advisor, from startups to raising capital to fund infrastructure projects for some of the largest and most complex municipalities in the U.S. This experience allows him to serve as a knowledgeable and trusted advisor in our Project & Structured Finance and the Infrastructure & P3 Access practices

• • • •

Global Market Access Emerging Markets Financial Advisory Trade Finance

• • • •

Project Finance Infrastructure Financing Financial Modeling & Valuation Loan Workouts

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

PUBLIC POLICY and STRATEGIC COMMUNICATIONS

32

A D V I S O R S

Head of Practice: Nayyera Haq Bringing a wealth of political, legal, and campaign expertise from both inside and outside Washington, DC, Nayyera is a seasoned strategist who helps governments communicate in foreign markets. She served as a diplomat in the Middle East, South Asia, and Africa. She built teams from the ground up and helped lead successful political and public affairs campaigns for leaders in the White House, the Department of Treasury, the United Nations and Congress.

OUR PRACTICE understands that success is not just in the numbers, it is in the story your products and performance tell. The Public Policy and Strategic Communications Practice uses media and public engagement to advance your business goals. Our team will integrate with yours to develop a memorable brand narrative, navigate the political landscape, and build lasting community partnerships. We will maximize your growth while ensuring you have a positive impact on the market and leave a lasting impression with stakeholders. WE DELIVER RESULTS through a customized set of services that will achieve your business goals and add to your bottom line, including: Corporate Engagement Industry Communications Corporate Social Responsibility CEO Positioning Corporate Reputation

Brand Transformation Risk Management Narrative Localization Brand Redesign New Market Entry

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

INFRASTRUCTURE PRACTICE

32

A D V I S O R S

Head of Practice: Michael Likosky Michael is widely recognized as the pre-eminent expert on P3s and leads the 32 Advisors’ Infrastructure team. He has over fifteen years of experience providing advice to many of our nation’s leaders and is an expert to the United Nations, OECD, and the Clinton Global Initiative. He has published five books on public-private partnerships and regularly contributes opinion pieces and appears in prominent news outlets. Likosky holds a doctorate in law from Oxford University. He has been professor in International Economic Law at the School of Oriental and African Studies (SOAS), University of London, and also founded and directed NYU's Center on Law and Public Finance. WE SOLVE PROBLEMS and create opportunities for public and private organizations seeking success within complex infrastructure markets. WE HELP our clients develop P3 and traditional infrastructure projects and craft innovative solutions to core challenges they face. WE NAVIGATE complex politics and stakeholder concerns acting as trusted counsel to our clients: • Governments & Administrations • Institutional Financial Advisors • Third Party Investment Funds • Public Bodies & Entities • Multinational Conglomerates • Institutional Investors & Asset Managers New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

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ECONOMIC ADVISORY

A D V I S O R S

Head of Practice: Austan Goolsbee Strategic Partner to 32 Advisors and Leader of our Economic Advisory Practice, Austan Goolsbee is also the Robert P. Gwinn Professor of Economics at the University of Chicago’s Booth School of Business and former Chairman of the Council of Economic Advisers. He was the youngest member of President Obama’s cabinet, and he is a leading thinker on the economy as well as on the impact of government on business. He is a former Fulbright scholar, Alfred P. Sloan fellow and was named by The Financial Times as one of the six “Gurus of the Future.”

MARKET LEVEL INSIGHTS Led by the pre-eminent expert on policy and economics Austan Goolsbee the Economic Advisory practice offers unparalleled insights into the future of the economy and its influence on businesses.

• Bi-Weekly Interactive Conference Calls • Geo-Political Briefings & Ad-Hoc Email Insights • Specialized One-on-One Consulting

• Private Speaker Series Events • Firm-wide Access to Call Library • Semi-Annual Dinners

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

S E LE C TE D T H E R M A L P OW E R S E C TO R TR A N S A C TI O N E X P E R IE N C E

Indonesia

Indonesia

Pakistan

Colombia

Mexico

Mexico

Paiton Power

Jawa Power

Uch Power Project

Bajio

Naco Nogales

$540M

$390M

$267M

Termobarranquilla Direct Loan Conversion

$215M

$97M

$161M 1995

1996

1996

1999

2000

2002

Dominican Republic

Mexico

Brazil

Saudi Arabia

Bahrain

Saudi Arabia

AES Andres LNG/CC

Ibiritermo

$155M

Commission Federal de Electricidad

Al Qurayyah, Faras, & Riyadh 10

Al Dur Power & Water Project

Dhuruma Electric Company, Riyadh IPP

$611M

$231M

$378M

2002

2002, 2006

2003

2009

2009

2010

South Korea

India

India

South Africa

Saudi Arabia

Saudi Arabia

NACF/Posco Power

Samalkot Power Ltd

Sasan Power Ltd

Eskom Kusile Coal-Fired Power Plant

Saudi Aramco Cogeneration

Hajr for Electricity Production Co.

$806M

$206M

$548M

2011

2014

2014

$124M 2010

$53M

$141M, $24M

$586M

$300M

2011

2011

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

S E LE C TE D R E N E WA B L E E N E RG Y TR A N S A C TI O N E X P E R IE N C E SOLAR South Korea

India

Canada

India

India

Gochang Solar,

Dahanu Solar/Reliance

First Solar Projects: AB- $237M St. Clair- $219M

Mahindra Suryaprakash Ltd

Azure Solar, Rajasthan

2011

2012

$67M

$84M

2009 2011

$70M

$34M 2012

WIND Mexico

Honduras

Costa Rica

Uruguay

Uruguay

Eléctrica del Valle de Mexico

Cerro de Hula Wind-

Inversiones Eolica de Orosi dos, S.A.

Palmatir, S.A.

Astidey, S.A. (Talas de Maciel)

$81M

$158M Expansion- $29M

2010

2010, 2013

$74M

$84M

$59M

2013

2013

2014

OTHER India

Brazil

India

Nevis, St. Kitts

Signet Solar Thin Film Manufacturing

Gas Verde S/A

Rajasthan Sun Technique Energy

West Indies Power, Geothermal Development

$20M 2009

$49M 2012

$80M

$65M

2012

2012

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

OIL & GAS TR A N S A C TI O N E X P E R IE N C E LNG Papua New Guinea

Australia

Trinidad & Tobago

Australia

PNG LNG

Queensland Curtis LNG

BG Holdings

$1,809M

$38M

Australia-Pacific LNG

$3,000M 2010

2012

2012

$2,952M 2012

EXPLORATION & PRODUCTION, PIPELINE, SELECTED PROJECTS Mexico

Mexico

Mexico

Mexico

India

San Fernando Gas Pipeline

Perforadora, Central Panuco

PEMEX-Strategic Gas Program

PEMEX-Cantarrel/Small Business/Global Facility

Gas Authority of India Ltd

$71M

$354M

$2,100M

$1,600M

$74M

2002

2006-2014

2011-2012

2011-2013

2012

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

S E L E C T E D R E F I N E RY & P E T RO C H E M I C A L E X P E R IE N C E REFINERY Indonesia

India

Colombia

Turkey

Cilicap Refinery

Reliance Petroleum Ltd.

Star Rafineri AS

$296M

$500M

Refinería de Cartagena (Reficar)

1995

2007

2011

2014

$2,750M

$641M

PETROCHEMICAL

Qatar

Saudi Arabia

Saudi Arabia

India

Q Chem II

National Chevron Phillips

Reliance Industries Ltd.

$263M

$587M

Sadara Chemicals Company

2005

2007

2012

$2,000M

$4,975M 2013

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

SELECTED MINERALS & MINING E X P E R IE N C E

Australia

Mexico

Australia

Newlands-CollinsvilleAbbot Mine Project

Minera y Metalurgica del Boleo

Downer EDI Mining

$600M

$420M

1994

2010

2011

India

Australia

Mongolia

Sasan power Ltd.

Roy Hill Holdings Pty. Ltd.

Oyu Tolgoi

$300M

$58M

$495M

$694M 2011

2014

2013

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

S E L E C T E D N U C L E A R P OW E R S E C T O R T R A N S AC T I O N E X P E R IE N C E AGENCY FINANCE, RATE BASE APPROVALS United States

United States

China

China

UAE

Vogtle 1-2, Georgia Power

Catawba, Duke Energy

Sanmen, Zhejiang Province

Haiyang, Shandong Province

Barakah 1, ENEC

$6,000M

$8,000M 1986

1986

$2,100M

$2,100M

2005

2005

$2,000M 2012

NUCLAR EXPORT PROMOTION AND BID SUPPORT - SELECTED COUNTRIES

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

S E L E C T E D S AT E L L I T E & T E L E C O M T R A N S AC T I O N E X P E R IE N C E

India

Malaysia

Spain

United Kingdom

Luxembourg

Reliance Infocomm Ltd

Measat Satellite Systems

Hispasat S.A./ Canarias SLU

Avanti PLC,

SES, S.A.

$500M

Measat-3, Measat-3a

Hispasat 1E, Amazonas 3, 4A

Hylas-2

Quetz-Sat

$190M

$490M

$215M

$158M

2004

2005, 2006

2010, 2011, 2013

2010

2011

United Kingdom

India

France

Australia

Hong Kong

Inmarsat SA

Tata Communication

Eutelsat

NewSat

Asia Satellite Telecomm Co.

Inmarsat 5 – 1F, 2F, 3F, 4F

$109M

Eutelsat 25B

Jabiru-1

AsiaSat 8, AsiaSat 6

$64M

$310M

$343M

$882M 2011, 2014

2011

2012

2012

2013

Israel

Hong Kong

Bulgaria

Mexico

United Kingdom

Space Communication Ltd.

Asia Broadcast Satellite Holdings

BulgariaSat AD

Innova S. de R.L. de C.V.

ViaSat Satellite

ABS 2, ABS-3A/2A

BulgariaSat 1

Sky Mexico 1

ViaSat 2

$105M

$461M

$151M

$80M

$525M

2013

2013

2014

2014

2014

AMOS-6

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

S E L E C T E D S E M I C O N D U C T O R , M A N U FAC T U R I N G & O T H E R T R A N S AC T I O N E X P E R IE N C E

SEMICONDUCTOR Malaysia

Singapore

Germany

Singapore

1st Silicon

Chartered Semiconductor

Global Foundries Inc.

$210M

$610M

$1,030M

Micron Semiconductor Asia

$463M 2001

2007

2013

2013

MANUFACTURING Saudi Arabia

UAE

Hungary

UAE

India

Mahmood Saeed Beverage Can & Ends

Emirates Aluminum Co Ltd. (EMAL)

Pannonia Ethanol Zrt

Emirates Aluminum Co Ltd. (EMAL 2)

Ford India Pvt Ltd

$60M

$317M

2010

2010

$68M

$90M

$239M 2011

2013

2013

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

S E L E C T E D T R A N S P O RTAT I O N T R A N S AC T I O N E X P E R IE N C E ROADS Puerto Rico

United States

United States

PR 22

Ohio State Parking Privatization

North Tarrant Expressway, 3A & 3B

$484M

$1,300M

2012

2013

$2560M 2011

AIR TRAFFIC & AIRPORT Ecuador

Albania

Quito Airport

Agencia Nationale E Trafficut

$70M

$48M 2004

2005

New York City Office: 7 Times Square, 37th Floor, New York, NY 10036 |Washington DC Office: 1920 L Street NW, Washington, DC 20036 [email protected] 32advisors.com

32 ADVISORS: CONTACT DETAILS

John Schuster

Principal, Project & Structured Finance Email: [email protected] Phone: 202-644-8457

HEADQUARTERS

WEBSITE

1920 L Street NW , Suite 535 Washington D.C. 20036

www.32advisors.com