DATA ROOM REQUIREMENTS FOR ALL PROJECTS
After discussion with our senior underwriter(s), we came up with a protocol on intake that we can manage this inquiry professionally.
To start, the checklist of information needed depends upon the detailed answers provided on the attached
Ten Questions and Project Overview forms on each - see the attached
Option 1 ( 20 mw- $30 million) and
Option 2 (100 mw - $150 million) projects. The answers on both of these forms will determine what questions underwriting will need answers provided on each project and the checklist you require.
Please remember that each project is unique and the financing is contingent on:
the enforceability of the PPA/Operating Agreement language and
base usage dollar amounts per month or year, and
the Moody’s or S&P credit rating of the Obligor.
Please note: if the project does not have an acceptable investment grade Obligor willing to purchase a minimum amount of energy at a predictable cost (predictable minimum/maximum range), our interest would be limited.
DATA ROOM REQUIREMENTS FOR ALL PROJECTS
Deal “books” are just so 1990… Today, information about offerings is done in a “Data
Room.” These are online storage locations, commonly hosted on Dropbox,Box.net, Google Icloud, Hightail, or other sites. They contain all the information a prospective investor or lender would require, in a easy to digest format.
Just like the right location is important, the right tools are critical. In today’s market,
PowerPoint has won. We no longer see large documents prepared in MS Word or
other word processing software. A good PowerPoint deck, or in this case,
several smaller decks, will go a long way.
Individual presentations: Each section will be put into the data room as its own
separate deck. That way the investors and lenders can look at what they want to see
first.
Presentations:
1. Overview - 2 pages from each section below… then we shrink this down to a single
page teaser
2. The Team - This is probably the most important section of the package. We’ll need
one to two pages on each and every member of the development team. It should cover
three areas: (1) Their role in the company, (2) Their history of success in similar
developments and (3) background.
3. The Product – Describe the product. What is the problem that your product solves in
a way that no other product before has solved? Take the time to be complete. After the
PowerPoint, add whatever back up documents are needed to make your case.
4. The Market – What is the market for your product, how big and how accessible. How
and to whom will your products be marketed? What are the critical success factors
impacting marketing these properties to this audience? Who is the competition and
what makes your company better?
5. The Numbers - Here’s where the overview of the financial information will go. How
much money will be needed, how will it be used, when will money start flowing back
into the company’s bank accounts and into the investor’s wallets. Again, the detailed
spreadsheets will go into this section of the data room, right behind the presentation.
6. The Financing - What is being requested and how does it split between equity and
debt? What are the expected returns to investors? Please make sure your attorneys
are ok with any projections and promises made or inferred in this document. What are
the terms of the offering?
Appendices:
1. Organizational material: A copy of Articles of Incorporation, Articles of Organization,
Certificate of Formation, or similar document that indicates the full name as
officially registered and the state in which organization is registered. The Operating
Agreement if an LLC or Partnership, any similar document if it’s a Corporation.
Supply the organization’s IRS taxpayer ID, and a Corporate Resolution providing
authority to engage an investment banker and move forward with the proposed
transaction. This document needs to be signed by the appropriate officer(s) of
the organization.
2. For each officer and significant owner: Full name, position with the company. A
copy of government issued ID, with photograph (Driver’s License, Passport).
Copies of all management contracts, whether or not they include stock or options.
3. For all senior managers, a full background check is recommended. Investors want
to know that the people they are investing in are ethical, and that there will not be
any surprises. To that end, we strongly suggest that you have a background check
done on each member of the senior management team. After working with a
number of groups, we suggest BDO Consulting in New York. We have a
relationship with Russell Scarcella (we do not receive any fees from BDO) and have
worked out what we believe to be a good deal. They charge $1100 per individual,
about 1/3 of what local PI’s charge, and BDO is a nationally recognized brand.
Please contact Russell directly ([email protected], 212-885-8127)
4. Equity Stack: A listing of all equity holders, and information on any
options/warrants issued. Detailed information on all capital stock transactions
within the last 36 months.
5. Legal / Regulatory: Name and contact information for your corporate and your IP
attorney. Information on any active or pending lawsuits, government actions or
disputes. Information on any litigation, government action, dispute or similar issues
that have been settled, adjudicated, bankruptcy, etc. within the last five years.
Copies of major contracts including all property ownership documents (deeds,
option agreements, leases, etc.)
6.JV’s and Partnerships: Information and implications of all JV, partnerships, and
licensing contracts from/to other entities.
7.Financial Statements
a. Three-year end statements (CPA prepared plus Tax Returns)
b. Current interim (last full quarter plus YTD, internally prepared)
c. Current balance sheet, AR/AP, and income statement (even if no revenue)
d. Bank Statements (Three months’ statements for primary checking and
savings accounts and one month for payroll account (if separate from
primary account)
8.Intellectual Property
a. List all patents (issued or provisional) by number, include copies of all issued
documents
b. List of all trademark applications and licenses
This will give me and anyone who has experience in underwriting see what stages a person or company is at.
As to what stages a client reach I will formed and create a contact data base for that subject to move them to the next. Process.
The problem nowadays is NOT what to think but how to think. All thing is possible. Everything in life can be easy. People just complicate things. Just like any road trip. You need to plan it out.
With this same concept, the vehicle of financing will be guided as to the direct path base on each project.
A Special Purpose Vehicle (SPV) is a legal entity created for a specific purpose. In the context of raising capital, a SPV (usually structured as LLC) can be used as a funding structure, by which all investors (or investors under a given investment threshold) are pooled together into a single entity.