		Project Finance Advisory Services Selecting a Financial Advisor *Capital Technology, Inc. (CTI)*
Divesting a project? Techniques for maximizing sale price Advisory "Firsts"		Interview with CTI's Chairman David Siever: CTI has nearly a perfect closing record on competitively-bid financings and asset sales. To understand what accounts for this, let's walk through the five stages of a typical transaction: Assessing the client's objectives Preparing a comprehensive cash projection and/or valuation Packaging the opportunity to appeal to prospective lenders or investors Running a tightly-managed bid process Actively assisting the parties during due diligence and documentation. Problem assessment The starting point is one or more meetings to define what the client wants to accomplish, with CTI offering suggestions regarding what we believe can be achieved under current market conditions. The end product is a detailed proposal covering mutually agreed objectives, tasks, end products, timing and compensation. There's never any charge to prepare the proposal -- the object is to achieve a meeting of the minds. Valuation Before CTI approaches lenders or investors it always prepares a detailed projection of the cash generation potential of the project or portfolio of projects in question, starting with an in-depth analysis of those factors having the biggest impact. CTI often draws on the experience of its Alliance members as it works with the client's staff, knowing that solid research and analysis will pay off in the best possible market reception. If a debt placement, financing alternatives are tailored to the cash flow pattern. If a project or asset sale, the resulting cash flows are valued over the range of discount rates applicable for investors who are targeting that particular technology. The end product is a picture of what the client can reasonably expect to receive in the current market. Since CTI maintains close relationships with a wide range of "clean" and renewable energy project lenders and investors, this assessment is usually very accurate. It's not unusual for CTI to uncover opportunities for improvement as it prepares the cash flow projection. Conversely, CTI always brings to the client's attention any strategic flaws or unusual risks that could impact financeability or impair value. One of the reasons CTI charges a non-contingent fee during the financial plan/valuation stage is that it removes any possible incentive to encourage the client to press ahead to the marketing phase if the asset in question isn't fully ready to be presented to lenders or investors. Similarly, since CTI isn't aligned with any particular lender or investor it can be totally objective in recommending which financial institutions to include and in working with the client to pick the eye out of the market. It usually takes CTI two to three weeks to prepare the financial plan or valuation, after which the client can move forward to the packaging/offering stage with confidence that the full range of possible outcomes has been examined. If the client chooses to stop at this stage, CTI charges only for the time expended up to that point. Packaging One of the ways CTI ensures that an offering will hit the mark is to mail investors a short marketing letter summarizing the opportunity well in advance of their receiving the information memorandum. The feedback gained is often invaluable for uncovering which features are the most appealing, enabling CTI to tailor the information memorandum accordingly. Given the experience and sophistication of today's institutional investors, the need to exercise extra care during the packaging stage can't be overemphasized. Most lenders and investors will tell you they rarely receive tightly-organized offering materials prepared with their needs in mind. As a former principal, CTI knows what lenders and investors want to see. As a result, CTI frequently hears from lenders and investors that its offering materials are among the clearest and most insightful they have received. Often they will incorporate portions of CTI's memorandum in their credit committee presentation. We believe strongly that taking the time to do it right is important to getting investors excited about the opportunity and committed to closing on attractive terms. After 15 years in business, this depth of analysis and attention to detail remains one of the main factors differentiating CTI from its competition. In contrast to the practice of many of the larger investment banks, CTI slightly understates the proposal's features at this stage. While this might seem counter-intuitive, CTI has learned that creating an increasingly positive experience for the investor is vitally important to building the confidence and momentum that results in aggressive bids. The power of the competitive bid process to let the price seek its maximum supportable level takes care of the rest. Bid management During the bid stage the emphasis shifts to a pure transactions mode. Regardless of the bid guidelines presented in the information memorandum, every lender or investor moves at a different pace. Taking the time to respond to bidder's questions during this critical phase is important to keeping them informed and moving forward at a brisk pace. For better or for worse, this is when the bidder's proposed terms get set. Since many bidders will try to test the advisor, it's important to have been around the track a few times to be able to recognize their behavior patterns. CTI's main job during this stage is to ensure rapid convergence toward definitive offers. Finally, CTI assists the client to pick the one company appearing best able to go the distance to a successful closing and keeps one or two others interested and available if needed. Due diligence and documentation Working with the client to prepare the data room usually begins immediately upon mailing the information memorandum. Since uncovering a previously undisclosed risk can be fatal, full disclosure from the outset of anything that might derail closing is mandatory. Negotiation of final terms/documentation CTI always includes a draft term sheet in the information memorandum and stands by to assist the parties as they negotiate detailed deal terms. This is a natural role for CTI given its experience on both the buy and sell side. CTI appreciates what an effective intermediary can do to bring about agreement during this final stage and stands ready to assume whatever degree of negotiating involvement the client requires. Typically, CTI is asked to remain an active participant throughout the negotiation and documentation phases to guide the parties through the inevitable rough spots. In summary CTI's concentrated participation is important at all five stages to ensure that your company's offering receives the strongest possible lender or investor interest. At the first stage, rigorous analysis enables CTI to uncover hidden attributes. At the second stage, all our efforts are directed at highlighting these for lenders and investors. At the third and fourth stages, experience at running bids enables CTI to anticipate investor' questions and build trust during due diligence. In the fifth and final stage our long experience at negotiations and documentation can cut weeks or months off the time to close. In conclusion, CTI excels at managing the dynamics of the bid process from start to finish. With the client's close involvement, the end result is a superior sale price or financing package. Tough Assignments, Creative Solutions Member, National Association of Securities Dealers (NASD) and the Securities Investor Protection Corporation (SIPC) David R. Siever, Chairman, Capital Technology, Inc. 46 Tory Hill Lane, Rowayton, CT 06853 203-853-0220 Fax: 203-853-0535 e-mail: drsiever@optonline.net www.capital-technology.com

Project Finance Advisory Services

Selecting a Financial Advisor

Capital Technology, Inc. (CTI)

Divesting a project? Techniques for maximizing sale price

Advisory "Firsts"

Interview with CTI's Chairman David Siever:

CTI has nearly a perfect closing record on competitively-bid financings and asset sales. To understand what accounts for this, let's walk through the five stages of a typical transaction:

Assessing the client's objectives

Preparing a comprehensive cash projection and/or valuation

Packaging the opportunity to appeal to prospective lenders or investors

Running a tightly-managed bid process

Actively assisting the parties during due diligence and documentation.

Problem assessment

The starting point is one or more meetings to define what the client wants to accomplish, with CTI offering suggestions regarding what we believe can be achieved under current market conditions. The end product is a detailed proposal covering mutually agreed objectives, tasks, end products, timing and compensation. There's never any charge to prepare the proposal -- the object is to achieve a meeting of the minds.

Valuation

Before CTI approaches lenders or investors it always prepares a detailed projection of the cash generation potential of the project or portfolio of projects in question, starting with an in-depth analysis of those factors having the biggest impact. CTI often draws on the experience of its Alliance members as it works with the client's staff, knowing that solid research and analysis will pay off in the best possible market reception.

If a debt placement, financing alternatives are tailored to the cash flow pattern. If a project or asset sale, the resulting cash flows are valued over the range of discount rates applicable for investors who are targeting that particular technology. The end product is a picture of what the client can reasonably expect to receive in the current market. Since CTI maintains close relationships with a wide range of "clean" and renewable energy project lenders and investors, this assessment is usually very accurate.

It's not unusual for CTI to uncover opportunities for improvement as it prepares the cash flow projection. Conversely, CTI always brings to the client's attention any strategic flaws or unusual risks that could impact financeability or impair value. One of the reasons CTI charges a non-contingent fee during the financial plan/valuation stage is that it removes any possible incentive to encourage the client to press ahead to the marketing phase if the asset in question isn't fully ready to be presented to lenders or investors. Similarly, since CTI isn't aligned with any particular lender or investor it can be totally objective in recommending which financial institutions to include and in working with the client to pick the eye out of the market.

It usually takes CTI two to three weeks to prepare the financial plan or valuation, after which the client can move forward to the packaging/offering stage with confidence that the full range of possible outcomes has been examined. If the client chooses to stop at this stage, CTI charges only for the time expended up to that point.

Packaging

One of the ways CTI ensures that an offering will hit the mark is to mail investors a short marketing letter summarizing the opportunity well in advance of their receiving the information memorandum. The feedback gained is often invaluable for uncovering which features are the most appealing, enabling CTI to tailor the information memorandum accordingly. Given the experience and sophistication of today's institutional investors, the need to exercise extra care during the packaging stage can't be overemphasized.

Most lenders and investors will tell you they rarely receive tightly-organized offering materials prepared with their needs in mind. As a former principal, CTI knows what lenders and investors want to see. As a result, CTI frequently hears from lenders and investors that its offering materials are among the clearest and most insightful they have received. Often they will incorporate portions of CTI's memorandum in their credit committee presentation. We believe strongly that taking the time to do it right is important to getting investors excited about the opportunity and committed to closing on attractive terms. After 15 years in business, this depth of analysis and attention to detail remains one of the main factors differentiating CTI from its competition.

In contrast to the practice of many of the larger investment banks, CTI slightly understates the proposal's features at this stage. While this might seem counter-intuitive, CTI has learned that creating an increasingly positive experience for the investor is vitally important to building the confidence and momentum that results in aggressive bids. The power of the competitive bid process to let the price seek its maximum supportable level takes care of the rest.

Bid management

During the bid stage the emphasis shifts to a pure transactions mode. Regardless of the bid guidelines presented in the information memorandum, every lender or investor moves at a different pace. Taking the time to respond to bidder's questions during this critical phase is important to keeping them informed and moving forward at a brisk pace. For better or for worse, this is when the bidder's proposed terms get set. Since many bidders will try to test the advisor, it's important to have been around the track a few times to be able to recognize their behavior patterns. CTI's main job during this stage is to ensure rapid convergence toward definitive offers.

Finally, CTI assists the client to pick the one company appearing best able to go the distance to a successful closing and keeps one or two others interested and available if needed.

Due diligence and documentation

Working with the client to prepare the data room usually begins immediately upon mailing the information memorandum. Since uncovering a previously undisclosed risk can be fatal, full disclosure from the outset of anything that might derail closing is mandatory.

Negotiation of final terms/documentation

CTI always includes a draft term sheet in the information memorandum and stands by to assist the parties as they negotiate detailed deal terms. This is a natural role for CTI given its experience on both the buy and sell side. CTI appreciates what an effective intermediary can do to bring about agreement during this final stage and stands ready to assume whatever degree of negotiating involvement the client requires. Typically, CTI is asked to remain an active participant throughout the negotiation and documentation phases to guide the parties through the inevitable rough spots.

In summary

CTI's concentrated participation is important at all five stages to ensure that your company's offering receives the strongest possible lender or investor interest. At the first stage, rigorous analysis enables CTI to uncover hidden attributes. At the second stage, all our efforts are directed at highlighting these for lenders and investors. At the third and fourth stages, experience at running bids enables CTI to anticipate investor' questions and build trust during due diligence. In the fifth and final stage our long experience at negotiations and documentation can cut weeks or months off the time to close.

In conclusion, CTI excels at managing the dynamics of the bid process from start to finish. With the client's close involvement, the end result is a superior sale price or financing package.

Tough Assignments, Creative Solutions

Member, National Association of Securities Dealers (NASD) and the Securities Investor Protection Corporation (SIPC)

David R. Siever, Chairman, Capital Technology, Inc. 46 Tory Hill Lane, Rowayton, CT 06853 203-853-0220 Fax: 203-853-0535 e-mail: drsiever@optonline.net www.capital-technology.com