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Zeus Presentation v18
Zeus Presentation v18
Berkeley Square Capital LLC is acquiring assets in the Brazilian power genera#on sector crea#ng Zeus Sustainable Energy
LLC (“Zeus”) as a new sustainable energy plaForm
Disclaimer
THS IS A CONFIDENTIAL MEMORANDUM intended solely for your own limited use, to determine whether you wish to express
any further interest in the “Project”(s) described in this document. This confiden#al memorandum is not a public offering. It
contains brief, selected informa#on pertaining to the business and affairs of the Project and has been prepared by Berkeley
Square Capital LLC (Florida).
Although representa#ves of Berkeley have reviewed this confiden#al memorandum, it does not propose to be all-inclusive,
nor does it contain all the informa#on that any prospec#ve investor/partner may desire. None of the officers, directors,
employees, partners or agents of Berkeley make any representa#on or warranty, expressed or implied, as to the accuracy or
completeness of this confiden#al memorandum or any of its contents, and no legal liability is assumed or is to be implied
with respect hereto. This confiden#al memorandum shall not be deemed an indica#on of the state of affairs of the Project or
any associated par#es, nor shall it cons#tute an indica#on that there has been no change in business or affairs since the date
of prepara#on of this memorandum.
The informa#on in this memorandum has been gathered from sources that are deemed reliable, but Berkeley and its
officers, directors, employees, partners or agents do not warranty or represent that the informa#on is true and correct.
Prospec#ve investors are advised to verify any informa#on independently. Berkeley reserves the right to change any
informa#on in this memorandum or withdraw the project from the market at any #me, without no#ce.
This memorandum is not to be construed as an offer or as any part of a contract to buy any investment or security. By you
receiving this confiden#al memorandum, you agree that this memorandum and the informa#on contained herein is of a
confiden#al nature and that you will not disclose this memorandum or any part of the contents to any person, firm or en#ty
without prior wri]en authoriza#on of Berkeley. If you do not wish to pursue this ma]er, kindly return this confiden#al
memorandum to Berkeley Square Capital.
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Overview:
Zeus Will Be a Leading Sustainable Energy Player in Brazil and US
o Zeus Will Meet Growing Demand for Low Carbon Energy: Zeus Sustainable Energy LLC will
be at the forefront of the transi#on to low carbon energy, opera#ng in Brazil with rapid expansion
plans into the US while delivering strong ESG performance
o Large Scale: At launch Zeus will be a US$ +1 billion market cap sustainable energy plaForm, listed on
NASDAQ, with the scale and liquidity to support all of Zeus’ strategies. Our compe#tors in the Equity
Capital Markets pipeline typically have limited overall scale or limited size of equity due to the high
Sustainable Compe##ve Advantages
o High-Quality PorColio of Hydro and Solar Assets: Purchase agreements are in place for 227
MW exis#ng hydro assets +5 GWp of ready-to-build solar parks in Brazil, with collabora#on
agreements for future growth op#ons
o Highly Experienced Teams: Co-Founders are based in the US and Brazil with a unique
combinaIon of experienced teams for asset cost management, compe##ve commercial trading, and
efficient engineering, procurement and construcIon
o Focus on Equity to Deliver Robust Financial Performance: Our business plan does not rely
on winning power auc#ons; equity enables solar construc#on to start without delay and enables a
commercializaIon strategy using (i) tradi#onal long-term government PPAs, (ii) medium-term
bilateral contracts and (iii) short-term bilateral contracts or spot sales that typically deliver higher
prices, on average, than the tradi#onal PPA strategy, leading to strong earnings per share and
a]rac#ve risk-adjusted returns for investors The energy sector con-nues to be
a1rac-ve and perform strongly
o Strong Governance, Risk Management and Professional Control: subject to US throughout periods of sustained
geo-poli-cal and economic
transparency laws and SEC rules & regula#ons
uncertainty
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Zeus Will Meet a Growing Demand for Low Carbon Energy in Brazil
o Brazil Needs More Energy - in all scenarios of economic growth,
with a solid economic founda#on and 212 million consumers, Brazil has Electricity ConsumpIon Growth to 2031
long term strategic plans for addi#onal capacity to meet the expected
3.5%/year electricity demand growth (Brazil’s 10-Yr Plan PDE2031
www.epe.gov.br). Our strategy is aligned with government policy and
with the latest economic projec#ons since the PDE2031 plan, we expect
Brazil to be above the EPE’s high case forecast, with more than 4% Source: Plano Decenal de Expansão de Energia (PDE) 2031 Page 54
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Large Scale PorColio of CompeIIve Assets
o Nuclear Modular Reactors - Our strategy is to be Brazil’s primary player in small 470 MW modular reactor nuclear
genera#on in the longer term: 2030+. We are in discussions for exclusive developments with one of the largest technology
providers.
o R&D CollaboraIon Agreements – in conjunc#on with UK/Brazil specialists and Universi#es, using funds including
mandatory % of net revenue for specific assets:
o Green Hydrogen & Oxygen – exploring technologies, processes and markets to develop op#ons for investment in solar
powered produc#on - for export or use in new Brazilian industries such as green steel and new fuels.
o Energy Conversion - exploring op#ons for using large scale solar energy including conversion of gases to liquids and
sustainable ethanol produc#on, for mobility and energy transporta#on in Brazil and beyond.
o Energy Storage - exploring technologies and costs to iden#fy op#ons to store clean energy, including lower-cost efficient
fuel cells, to avoid dependence on emergency energy reserves using fossil fuels and to generate addi#onal sales op#ons
during peak #mes for solar derived energy.
o Carbon Capture - exploring new technologies.
o InternaIonal Expansion
o Other Markets: Zeus plans to expand opportunis#cally into developed and emerging markets beyond Brazil.
o Expansion Timing: With a robust pipeline of Brazilian projects to develop, Zeus can #me its entry into new geographic
markets when excep#onal opportuni#es become available.
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Equity Strategy – Enables Greater Flexibility and Performance
o Our Focus on Equity Enables Greater Flexibility and Performance: a great strategic advantage and differen#ator
o Future Follow-Ons do not Dilute Shareholder Value: subsequent equity issuances will occur at accre#ve levels to
exis#ng shareholders, as Zeus delivers on more installed capacity and lengthens its opera#onal track record. Zeus will have the
flexibility to #me investments in construc#on to take advantage of favorable market windows for new equity issuances
o Zeus Will Not Typically Rely on Project Financing or Highly Leveraged Structures, except oportunis#cally
o Our CompeItors Tend to Have Debt-Heavy Capital Structures and raise equity to swap out or to supplement debt
o Debt is increasingly expensive in Brazil, limits opera#onal opportuni#es and has no tax advantage
o Local debt typically has very restricIve covenants on cash distribu#on and creates significant cash traps that entail
nega#ve carry and backloaded dividends (incompa#ble with a yield strategy)
o Considering a conserva#ve P/E of 20x for the sector (which implies an approximate yield of 5%), local debt is not
accre#ve to shareholder returns. The typical fiscal structure of renewable energy in Brazil (lucro presumido) does not
permit the tax deduc#on of interest expenses, which means aqer-tax cost of debt is the same as pre-tax cost of debt,
and is oqen similar to or even higher than the equity IRR
o Debt can take a long #me to nego#ate and can be a significant distrac#on to management
o Debt usually requires long term PPAs which are contracted at much lower rates than shorter term agreements
o Equity Brings Much Becer Returns in conjunc#on with experienced management team and risk management processes
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CommercializaIon Strategy – Enhances Revenues and Value
o The Principal Advantage of Focusing on Equity is that the Company Will Not be Limited to Long-Term PPAs,
which can be at a substan#ally lower price/MWh than prices in the free contrac#ng market or shorter-term agreements
o Zeus’ Energy Trading Strategy is to create and manage a porFolio of sales contracts that offer a be]er mix of services for
customers:
o tradi#onal public PPA contracts
o medium- term private agreements in regulated ACR market
o free-market energy sales in ACL market
o Risk Management
o Experienced Trading Team - each trader with > 15 years’ experience of electricity trading opera#ons and risk management
o Trading OperaIons Risk Manager - will control day to day trading contract posi#ons
o Rigorous Trading Policies and ConservaIve on Credit Risk, focusing the porFolio on high-quality corporate counterpar#es
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CommercializaIon Strategy – Enhances Revenues and Value
o The 10-year historical average shows a 65% higher energy price/MW for a bilateral 1-Year contract vs a
long-term regulated PPA
Bilateral Regulated
65%
3 Year Contract
2 Year Contract
1 Year Contract
150
Long Term
PPA
Historical data based on free market forward curve (2012-2021)
o By using a mixed energy trading strategy Zeus will be be]er able to balance cash flows with return on capital, while
simultaneously managing vola#lity and risk. On a week-to-week basis there was a 93% chance that the free-market price
was higher than the long term PPA price
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Timeline
Operations
Nuclear
Zeus Team
1st 2nd strategy
Founders’ Identified
Equity Equity Solar implementation
Partnership 5 GW
Construction Offering Offering solar growth
Team 4 GW options
solar
PCH Hydro Identified 3 GW
Negotiations 2 GW solar
Trading 227 MW solar
1 GW
Team hydro solar
Selection
2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
Solar PCH Operations
Negotiations Plan/Construct Solar Operations
Nuclear
Solar Growth Options Beyond 5 GWp
Growth
Options Nuclear Options
Negotiations Investment
Bank
Market Solar Project Meetings
Sector & Pipeline
Technology Collaboration
Evaluation Agreement
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Experienced Team
o Richard Taylor – Chairman, Execu#ve Director
• Over 40 years experience in engineering, commercial, general management and leadership roles
• President of BP in Brazil un#l 2008. Chairman and owner of innova#ve venture development and technology companies in Brazil and Africa
• Achieved successful new business start-ups and interna#onal acquisi#ons and led complex joint ventures, increasing business produc#vity and profitability
• MA Engineering (Cambridge), MBA (Warwick) and Chartered Engineer and Fellow of UK Ins#tu#on of Civil Engineers. Bri#sh ci#zen
Exec Chairman Exec Director Exec Director Exec Director Exec Director
Chief InnovaIon & Chief External RelaIons Chief ExecuIve Officer Chief Finance Officer General Counsel &
Technology Officer & Business Dev Officer Compliance Officer
• Strategy • Government & Regulatory • Financial Planning & Analysis • Legal Services
• Innova#on/Technology R&D • External Communica#on • Tax & Accoun#ng • Governance and Ethics
• Board Development • Business Planning • Control • Compliance
• Audit & Comp Commi]ees • Aqcuisi#ons & Divestments • People & Compensa#on • Internal Audit
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OrganizaIon – Board of Directors
Board of Directors
Exec Chairman Exec Director Exec Director Exec Director Exec Director
Chief InnovaIon & Chief External RelaIons Chief ExecuIve Officer Chief Finance Officer General Counsel &
Technology Officer & Business Dev Officer Compliance Officer
• Strategy • Government & Regulatory • Financial Planning & Analysis • Legal Services
• Innova#on/Technology R&D • External Communica#on • Tax & Accoun#ng • Governance and Ethics
• Board Development • Business Planning • Control • Compliance
• Audit & Comp Commi]ees • Aqcuisi#ons & Divestments • People & Compensa#on • Internal Audit
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Co-Founders’ Track Record
Year Sector Region FuncIon DescripIon
1990 - 2000 Oil & Gas Global Construc#on Development and management of global oil & gas opera#ng assets (US$ mul#-billion)
1998 - 2000 Oil & Gas Global M&A Purchase & Sale of various oil & gas explora#on concessions
2002 Renewables Brazil Business Development Development of 1,850 small solar assets (US$ 15 million)
2006 Renewables Brazil Capital Markets Debt structuring for opera#ng company (US$ 330 million)
2006 Renewables Brazil Capital Markets Bond issuance for opera#ng company (US$ 100 million)
2006 Renewables Brazil M&A Sale of 89 MW opera#ng asset (US$ 220 million)
2006 Oil & Gas Brazil Business Development Development of complex off-shore explora#on assets (US$ 300 million)
2007 Renewables Brazil Capital Markets Bond issuance for opera#ng company (US$ 575 million)
2007 Renewables Brazil Business Development Execu#on of mul#-na#onal renewable energy strategy (US$ mul#-billion)
2008 Renewables Brazil Capital Markets Asset swap transac#on of opera#ng assets (US$ 500 million)
2008 Renewables Brazil Business Development Acquisi#on of bioethanol and 250 GWh opera#ng asset (US$ 500 million)
2009 Renewables Brazil Capital Markets Debt structuring for opera#ng company (US$ 400 million)
2010 Renewables Brazil Capital Markets Private placement in opera#ng company (US$ 350 million)
2011 Renewables Brazil Capital Markets Bond issuance for opera#ng company (US$ 250 million)
2013 Renewables Brazil M&A Advised acquiror in acquisi#on of 170 MW renewable energy asset (R$ 800 million)
2015 Renewables Brazil M&A Advised acquiror in acquisi#on of 4,995 MW renewable energy assets (R$ 13.8 billion)
2015 Renewables Brazil M&A Sale of 68 MW opera#ng asset (US$ 75 million)
2016 Renewables Brazil M&A Advised bidder in auc#on of 450 MW renewable energy assets (R$ 780 million)
2017 Renewables Brazil M&A Advised acquiror in acquisi#on of 150 MW renewable energy asset (R$ 650 million)
2017 Renewables Brazil M&A Advised acquiror in acquisi#on of 1,710 MW renewable energy asset (R$ 7.2 billion)
2017 Renewables Brazil M&A Advised bidder in auc#on of 75 MW renewable energy assets (R$ 280 million)
2017 Renewables Brazil Capital Markets Advised borrower in credit facility for 207 MW renewable energy assets (R$ 750 million)
2017 Renewables Brazil Capital Markets Advised borrower in credit facility for 303 MW renewable energy assets (R$ 780 million)
2017 Renewables Brazil M&A Acquisi#on of 1.7 GW opera#ng asset (US$ 2.2 billion)
2017 Renewables Brazil Capital Markets Debt structuring for opera#ng company (US$ 1.2 billion)
2018 Renewables Brazil M&A Advised sellor of 1,654 MW renewable energy asset (R$ 1.8 billion)
2018 Renewables Brazil M&A Provided fairness opinion of 2,961 MW renewable energy asset (R$ 4.1 billion)
2019 Renewables Brazil Capital Markets Debt structuring for opera#ng company (US$ 250 million)
2020 Renewables Brazil Construc#on Development of 500 MW of opera#ng assets
2021 Renewables Brazil M&A Advised sellor of 34 MW renewable energy asset (R$ 101 million)
2021 Renewables Brazil M&A Acquisi#on of 18 opera#ng assets
2021 Renewables Brazil M&A Acquisi#on of 2 GW of opera#ng asset developments
2018 - Present Renewables Africa/India Business Development Development of bioethanol fuel distribu#on network (US$ 400 million)
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Capex: US$ 4.6 Billion, StarIng with US$ 600 Million in 2022
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Financial Performance – Key Points
o Both regulated PPA’s and Bi-lateral short & medium contacts have annual inflaIon adjustment mechanisms
as is common prac#ce in the Brazilian market
o Zeus’ genera#on porFolio offers investors protecIon against possible systemic inflaIon unlike most energy
sector investments outside of Brazil
o Comparable companies are trading in the public markets at 30-40x (Zeus acquisi#on/development mul#ple
is approximately 12x)
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Financial Performance
Annual Flow (BRL '000) 2022 2023 2024 2025 2026 2027 2028 2029
Cash Flow
Net Income 185,755 211,342 283,500 1,387,889 2,044,048 2,519,707 3,127,644 3,601,440
(+) D&A - 429 70,961 328,729 483,119 582,133 709,349 754,443
Δ Working Capital (487) (192) (257) (16,010) (8,839) (5,711) (6,925) (6,398)
CapEx (11,581) (2,114,607) (7,731,595) (4,630,161) (2,968,768) (3,814,747) (1,350,957) (95,508)
FCFF 173,687 (1,903,028) (7,377,391) (2,929,553) (450,440) (718,619) 2,479,110 4,253,976
Holding Co. Cash Balance EoP 100,000 100,000 100,000 100,000 100,000 100,000 200,000 200,000
Dividends - - - - - - 2,383,879 4,267,525
Investor Real Cash Flow (3,184,539) (1,786,022) (6,503,601) (2,424,305) (349,079) (523,319) 1,633,754 2,746,179
Note: FCFF and FCFE for 2022 are pro-forma annual results for assets aquired during 2022
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ESG Performance
Strong Governance, Risk Management and Professional Control
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For further informaIon visit www.zeussustainableenergy.com or contact:
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