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PRIVATE EQUITY CONSULTANTS & UNDERWRITERS

 


Private Equity Capital

 

Our investment firms are institutional level US Private Capital Investment Corporations that are consistently raising capital to utilize in the acquisition and/or expansion of US clean, renewable and alternative energy projects and real estate development projects and as a result, are currently providing project ownership with the opportunity to partner with corporations that have the ability to deliver readily available equity capital to fund qualified projects.

Utilizing this structure, it is possible for you to capitalize a majority of the total costs for your project and retain most of the equity, providing that the minimum requirements set forth below are met. The investments are generally project specific with regards to recourse and can be applied to high end commercial such as hospitality, healthcare, office, industrial, energy and certain mining projects. The investment can include the purchase and/or expansion of the project, and can also include the acquisition of a partially completed project and its construction components.

Currently, we are concentrating on clean, renewable and alternative energy or mining projects located within the continental US which provide end products to the market that are presently in high demand such as coal, electricity, water, gasoline, ethanol, glycerine, diesel, jet fuel or precious metals. Energy projects planning to utilize any type of crop as feedstock, such as corn or soy products, will not be taken into consideration due to the risk involved with their pricing structure in the current marketplace. We prefer projects that either create revenue from the acquisition of their feedstock or have secured their own feedstock source rather than those planning to pay unpredictable prices in unstable markets to incrementally supply their facilities.

A qualified project must be "investment ready" and have a minimum funding request of $20M USD (the current sweetspot is $20M to $60M). An ideal project would demonstrate control of an existing asset that has been appraised for 40% to 50% below current "as is" market value, contain a construction component that can be accomplished within a 6 to 12 month window, and produce a very solid revenue stream upon stablization. We also look for the stabilized project valuation to be at least twice the amount of the estimated capital investment required to bring the project to stabilization.

 

As a basic rule of thumb, we look for the following:

 

(1) substantial owner "skin in the game" equity as we do not provide seed capital,

(2) a professionally presented documentation package,

(3) a controlled asset value of 50% to 60% of  currently appraised "as is" value,

(4) a construction or expansion component of 12 months or less,

(5) a minimum of a 20% profit margin on revenue generated after 12 months of fully stabilized operation, and

(6) an "as stabilized" project entity valuation of at least twice the required capital investment amount.

 

All submissions must demonstrate control over significant physical and marketable assets to initially collateralize the investment.

 

To qualify for an investment, the project entity will be required to produce documentation to evidence current and substantial owner equity in the project utilizing one or a combination of the two following requirements:

(1) Equity (Equity Contribution). Physical and marketable project assets controlled by the project entity and

     equity currently invested into the project which must include the following documentation: 

(a) Deposited purchase agreement in place for asset acquisition (ownership of asset preferred)

(b) Completed and approved site engineering

(c) Completed and approved architectural plans

(d) Documented municipal approvals for design, zoning and environmental

(e) Recent MAI full project appraisal or business valuation with market feasibility study

 

 (2) Escrow Deposit (Capital Contribution). Only necessary if the project entitys' equity contribution does not meet the required level. Includes liquid capital currently in the project entitys’ corporate control in the form of cash or credit line and available to be applied as a refundable deposit. The deposit will be held in a third party (bank) escrow account for the duration of the investment term as security for the investment funds.

Each submission will be evaluated on a case by case basis and concessions may be arranged for those projects with high profit margins, excellent pro forma cash flows and contracted substantial purchase orders. 

If the project principals do not demonstrate substantial existing equity in the project and an escrow deposit is required, after the submitted project documentation is approved and underwritten and an investment agreement has been reviewed and executed by the project entity, the investment firm will require that the project entity provide their escrow deposit (capital contribution) be placed into a designated escrow account after executing an applicable escrow agreement. The escrow deposit will be contractually guaranteed to be released in full in the case of non-performance if, for any reason, the project entity has not received an initial capital allocation within a specified 90 day period.

Typically, as a condition of the investment, the investment firm will require a minimum of a 40% non-dilutable equity/ownership share in the project entity and a first secured position on all issued and or authorized shares/units of the project entity and/or the project, as well as any and all corporate assets of the project entity. The ownership percentage they take will be based on perceived risk/reward. The investment firm may take an active role in the management of the project entity (board level) as well as having their people involved in the day to day financial management of the operation as project based “employees” receiving a salary (structured compensation plan) plus a percentage of the profit earned.

Prophecy is compensated at closing from the first allocation of the investment funds and will require a fee agreement with you or your company. If your representative, broker or agent submitted your project to us, they will be compensated directly from Prophecy. All client reps, brokers, agents and any intermediaries will be required to register with us in order to be paid and are limited regarding their compensation.

There are absolutely no "up-front" fees involved or allowed from reps, brokers, agents or intermediaries. If there were any upfront fees previously paid by you to an external rep, broker, agent or intermediary before your project was submitted to us, the amount previously paid will be deducted from that entitys' compensation. To review the details of our external compensation regulations, please click on the "broker compensation structure" link at the bottom of the page.

Due diligence will take place on your company, property, project and principals. A history for your escrow deposit (capital contribution), if determined to be necessary, will be required to ensure that the funds have not been acquired by illegal means. The project should show an excellent 10 year pro forma cash-flow, unless, of course, it is a "sell-through" project which should be accompanied by a validated exit strategy.

 

Frequently Asked Questions

 

Q: What must I do to receive an agreement from the investment firm?

A: We need all of the following documentation from you to submit your application for underwriting:

Project Information Form. This is a short questionnaire that requests information on your business and your project

Submission Package. Containing all of the "documentation required for submission" listed below

Proof of Equity. To qualify for an investment, the corporate project entity will be required to produce evidence of current and substantial owner equity in the project utilizing one or a combination of the two following requirements:

(1) Equity (Equity Contribution). Physical and marketable project assets controlled by the project entity and

     equity currently invested into the project which must include the following documentation:

(A) Deposited purchase agreement in place for asset acquisition (ownership of asset preferred)

(B) Completed and approved site engineering

(C) Completed and approved architectural plans

(D) Documented municipal approvals for design, zoning and environmental

(E) Recent MAI full project appraisal or business valuation with market feasibility study

 

 (2) Escrow Deposit (Capital Contribution). Only necessary if the project entitys' equity contribution does not meet the required level. Includes liquid capital currently in the project entitys’ corporate control in the form of cash or credit line and available to be applied as a refundable deposit. The deposit will be held in a third party (bank) escrow account for the duration of the investment term as security for the investment funds.

Each submission will be evaluated on a case by case basis and concessions may be arranged for those projects with high profit margins and excellent pro forma cash flows. Only upon our receipt of a complete package will Prophecy accept your documentation into our underwriting process. Providing your project meets the required investment criteria, your package is approved and then submitted to the investment firm. Upon final review, an investment agreement specifying the conditions of the investment is issued by the investment firm.

 

Q: What is the sequence of events that occur from submission to funding?

A: The following protocol must be followed sequentially in order to expedite the process:

STEP ONE: If necessary, the project entity may request a mutual non-disclosure agreement to provide security for the proprietary business information that may be contained in their business plan. If so, please provide the name and contact information of the project entitys' signatory (phone and email) along with the project entitys' corporate name and business address, and we will email the document immediately for review and execution. We will also email you a project information form to fill out and add to your documentation package in step two

STEP TWO: We require that all clients submit the project information form, a professionally prepared submission package containing all of the "documentation required for submission" on the list below and proof of equity. Providing that the client and project meet the required criteria, we will submit these documents to our underwriting process for review and approval

STEP THREE: Approved and underwritten package is sent to investment firm for final review and processing 

STEP FOUR: Investment agreement (and escrow agreement if necessary) is sent from investment firm to developer for review and acceptance. Developer executes agreement(s)

STEP FIVE: (Only if necessary) Developers' escrow deposit (capital contribution) is placed in neutral escrow account where it sits contractually protected for the duration of the investment term as security

STEP SIX: Project is scheduled and contracted to receive an initial capital allocation. As project is funded, the capital is distributed by the investment firm according to a submitted and agreed upon project draw schedule

 

Q: If deemed necessary to be utilized in the transaction, what mechanism protects the escrow deposit?

A: To protect the escrow deposit (capital contribution), the investment firm contractually guarantees, in the escrow agreement, that if for any reason the project has not received an initial capital allocation in a specified 90 day time period, the deposit will be released from escrow and fully refunded by the investment firm. 

 

Q: Are any of your past or present clients available as references?  

A: Every funded project involves a "private" transaction between a "private" client and our "private" investment firm. The key word here is "private" and it is the intent of the entities involved to keep it that way. Upon underwriting approval, each of our clients is required to execute a mutual non-disclosure agreement to safeguard theirs and the investment firms’ private business and personal information. For obvious reasons, this agreement does not allow us to utilize our past and/or current clients, attorneys, institutions, corporations, companies and/or individuals as references for any incoming or potential clients as it violates US disclosure laws and our own privacy policies. We employ the same disclosure policies that are in effect at all of the major brokerage firms, banks and law offices in the US, so please don't waste time asking for references as confidentiality will not be broken under any circumstances.

 

Documentation Required for Submission

 

Your professionally prepared submission package will include all of the following:

1.) Executive summary with detailed description of project

2.) Financial data to include:

A.) Pro-forma income/expense data, forward 10 years minimum**

B.) Complete acquisition and construction costs data with breakdowns**

C.) Detailed sources and use of funds breakdown**

D.) Detailed monthly construction draw schedule as a part of pro forma data**

3.) Comprehensive exit strategy (build/hold or build/sell)

4.) Biographies on Project Entity Company Principals

5.) Resume and contact info on Project Entity Company

6.) Resume and contact info on General Contractor

7.) Resume and contact info on Engineering Firm

8.) Completed architectural plans including building elevations

9.) Completed site plans including surveys and views of utilities details

10.) Deposited purchase agreement, seller note, or ownership docs for subject asset 

11.) Approvals for design, zoning and environmental from municipality

12.) Documented licenses, permits and approvals from federal and state governments

12.) Recent MAI full project appraisal with market feasibility study*

 

ALL DOCUMENTS MUST BE INITIALLY EMAILED IN ADOBE PDF FORMAT ONLY.

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* IT IS REQUIRED THAT WE RECEIVE A RECENT FULL PROJECT APPRAISAL PERFORMED BY AN MAI APPRAISER, OR A FULL BUSINESS/PROJECT VALUATION ASSOCIATED WITH A BRAND NAME COMPANY, FOR THE ENTIRE PROJECT WITH CALCULATIONS OF VALUE REFLECTING: 

(1) THE "AS IS" VALUE OF THE INITIAL PURCHASE OF LAND AND BUILDINGS

(2) THE "AS COMPLETED" VALUE OF THE CONSTRUCTION/RE-CONSTRUCTION OF BUILDINGS AND LAND

(3) THE "AS STABILIZED" VALUE OF THE FULLY OPERATIONAL AND FINANCIALLY STABILIZED PROJECT

THE APPRAISAL OR VALUATION , PERFORMED BY AN ACCREDITED THIRD PARTY, WILL BE UTILIZED BY OUR UNDERWRITERS TO VALIDATE AND AUTHENTICATE THE DATA CONTAINED IN YOUR SUBMISSION PACKAGE. THE APPRAISAL OR VALUATION IS CONSIDERED TO BE THE BACKBONE OF OUR UNDERWRITING PROCESS AND THEREFORE WITHOUT IT, YOUR SUBMISSION WILL NOT QUALIFY, MOVE FORWARD OR BE ACCEPTED.

TO STRENGTHEN YOUR POSITION, THE SUBMISSION OF VERIFIABLE, EXECUTED PURCHASE ORDERS FROM BRAND NAME ESTABLISHED CORPORATIONS FOR THE ACQUISITION OF SUBSTANTIAL QUANTITIES OF END PRODUCT FOR AT LEAST THE FIRST FIVE YEARS OF OPERATION IS RECOMMENDED.

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**Upon initial review, we may request all financial pro forma data to be sent in open excel format for underwriting purposes.

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Documents that are degraded as a result of being previously faxed are not acceptable even if sent in a PDF. All docs must be in pristine and original condition when submitted.

Please note: only when ALL of the above documentation requirements are submitted, received, reviewed, accepted and underwritten by Prophecy, is your package submitted to the investment firm. Upon acceptance, an investment agreements is issued by the investment firm for your review. Your project package submission will not move forward until it is 100% complete. A conference call will not be addressed until a completed package has been received and accepted. All potential clients must document their experience, professionalism and capability in advance of their introduction to an underwriting principal. There will be no exceptions.

Each and every item above MUST be addressed in your package as specified. Please do not send incomplete or partial packages as it will cause the request to be placed on hold until a complete package is received. We will arrange for a conference call with a principal of the investment firm only after the project entity has produced the entire package of required documentation, has been approved and underwritten by Prophecy, has gained final approval by the investment firm, and received agreements for review.

 

Primary Objectives

All real estate development and energy project types will be considered that yield job creation in the US, add liquidity in the US economy and/or solve problems such as clean water, alternative energy, build "Green" etc. We seek projects we can feel good about, developers with whom we can feel confident working with and solid projects that contain long term profitability.

 

Requirements

Project owners are required to submit a professionally prepared complete documentation package and have substantial "skin-in-the-game" available as demonstrated project equity or an escrowed deposit or both along with demonstrated control of physical and marketable real estate assets that are appraised well below market value.

 

 

NOTICE: Due to the proprietary and sensitive nature of information regarding our private corporate capital investment firms, we provide limited information via web and mass distribution. All sensitive information is reserved for clients who have viable projects and have demonstrated genuine interest and financial capability. The firms’ principals prefer to speak directly to the project principals regarding specific project information only after we have established interest in the project and fully approved them to move forward. 

 

 

 

Last updated on 05/14/12

Subject to change without notice

All rights reserved, 2007-2012

Prophecy Financial Group LLC, PO Box 381, Newtown, Connecticut 06470

This document is for informational purposes only and is not a solicitation for the purchase or sale of any securities, nor a solicitation of investment funds or placement. This document does not represent the policies of any bank or financial institution, is not intended as a confirmation of any transaction, and does not consist of any legal, securities or tax related advice.

Prophecy Financial is not a direct lender, realtor, mortgage broker, certified financial advisory firm, securities brokerage firm and/or a stock brokerage firm. Prophecy Financial is a business consultancy firm that facilitates private business transactions and provides consulting services to businesses and individuals on or about private business matters.

 

Risk Assessment and Underwriting Methods

 

Broker Compensation Structure