Navigant nca services energy march 2015

Transaction Advisory Servicesfor The Energy Complex

March 2015

Overview

Navigant Consulting, Inc.

Business Description

Navigant Consulting, Inc. is a specialized, independent advisory firm that supports companies, lenders, institutional investors, legal counsel, and government agencies. The company focuses on entities and industries facing the challenges of uncertainty, risk, distress and significant change, and on the issues driving these transformations.

Ticker NCI (NYSE)

2014 Revenue $859.6 million

Professionals 2,500+

Headquarters Chicago, IL

Senior Management

■ Julie Howard, CEO and Chairman, Navigant

■ Cindy Baier, CFO and EVP

■ Richard D. Hitt, Managing Director, Head of Navigant’s Valuation & Financial Risk Management Practice

Navigant Consulting, Inc. (“Navigant”)

NCI’s 2,500+ professionals maintain a presence in 45 cities internationallythroughout North America, Europe and Asia, including a significant concentration of

resources in Chicago, Houston, New York, Washington DC and London.

Our Strengths

Broad and deep expertise across the Energy Complex We have consulting, banking, and corporate experience in diverse financial and commodity markets, in addition tovaluation & financial reporting technical capabilities.

Principal and Agent PerspectiveOur team has done buy-side work in corporate M&A and outside advisory roles. This means that we understandyour perspectives and can speak your language in acquisition work.

Service, Communication and FlexibilityWe never forget that you are the client. We keep you informed. We honor time commitments.

Collaborative processWhile our opinions are independent, you are involved throughout our process, because you know your acquisitionobjectives better than anyone. We want to understand your thinking, and we want you to understand ours.

Thoroughness and accuracyWe give you more than just the conclusions. We give you thoroughly supported, accurate buy-side advisory analysisand work product.

IntegrityWe are only interested in getting to the right answer, for you. If an acquisition does not make sense at a certain priceor structure, we will communicate this to you.

“Trusted Advisor” to our clientsOur clients view us as business partners, working together to provide a competitive advantage for their firms.

What makes Navigant unique?

Our transaction team leverages the unique experience of the experts from Navigant’s Oil & Gas industry consulting group.

Allows the transaction team to leverage the specialized knowledge and deep industry relationships of key consultants from our Energy Industry consulting segment.

Few other middle market investment banks have these specialized resources

Navigant's Energy Industry Practice is a team professionals with extensive industry experience

Lee Laviolette, Managing Director and Head of Oil & Gas Services, has over 30 years experience in the industry

Bob Gibb, a senior professional in Navigant’s Austin office, is a petroleum engineer with extensive industry experience with for economic projections and reservoir analysis

As unique issues arise, Navigant can call upon senior members of our industry consulting team to leverage their relevant industry experience to the benefit of our clients.

Navigant clients to go to market with confidence backed by the combined support of our Transaction Professionals and Industry Specialists.

Our Strengths cont’d

What makes Navigant unique?

Transaction Capabilities

Services Overview

Transaction Services» Merger, acquisition and divestiture strategy deployment

» Private equity advisory/placement

» Transaction management and execution

» Solvency Opinions

» Portfolio optimization/risk management

» Fairness Opinions

» Deal sourcing/Capital raises

» Financial, operational and business due diligence

» Exotic derivatives structuring/valuation

Navigant professionals have deep experience with financial and operational restructurings, mergers and acquisitions, valuations and transaction services.

Navigant’s transaction team consists of professionals with transaction advisory and capital-raising experience from top advisory firms and leading financial institutions.

The characteristics that we draw upon to ensure a successful process include:

Extensive experience advising middle-market firms on transaction alternatives

- Team of senior professionals with an average more than 18 years of transaction advisory experience

- Since our founding, Navigant has advised on transactions with aggregate value in excess of $5 billion

Deep industry expertise in targeted verticals

- Dedicated senior advisors with extensive transaction and operating experience in targeted industries

- Ability to leverage Navigant Consulting’s industry specific consulting practices

Unique multi-disciplinary financial, legal, tax and transaction structuring experience

- Deep team of professionals with backgrounds from the target industry, accounting firms, regional investment banks, major financial institutions, and private investment firms

Broad and Deep Capabilities

• Buy-side & Sell-side Advisory

• Leveraged Transactions Support

• Fairness Opinions & Solvency Opinions Issuance

• Red Team/War Room Consulting

• Takeover Defense Strategies

• Private Debt and Equity Capital Raises

• Liability Management Services

• Illiquid Financial Asset Valuations

Corporate Finance Specifics

• Due Diligence and Quality of Cash Flow Reports

• Portfolio Valuation Services

• Complex Financial Reporting Assistance

• Capital Restructuring Advisory

• Special Situations

Financial Consulting Specifics

Selected Transactions

Selected Transactions

TargetTransaction Value $000’s

Role and Result

Midstream and Downstream

Assets

$50,000 Navigant provided financial due diligence services and quality of earnings review in support of a private equity client’s investment in a North American

oil and gas company with operations in the midstream and downstream segments of the industry. CLOSED.

Petrochemical Facilities

N/A A Navigant professional assisted private equity firms in technical and market due diligence supporting target acquisitions and led the on-site

technical due diligence of petrochemical facilities in support of sell-side M&A transactions. CLOSED.

Oilfield service companies

$100,000 Navigant professionals conducted a buy-side advisory engagement for aprivate investors acquisition and merger of five oilfield service companies involved in the development of software and the production of industrial materials for customers in the upstream and midstream segment of the N.

American Oil and Gas Industry. CLOSED.

International Oil & Gas Assets

N/A Navigant professionals assisted a large international energy company by performing asset valuation analysis for a large asset portfolio and providing

strategic advice on divestiture options and business strategy decisions. CLOSED.

Navigant’s oil & gas transaction professionals have served as experts and advisors in many assignments involving the areas outlined above. Below are just a few examples of our relevant experience. We look forward to the opportunity to discuss these matters with you.

Selected Transactions cont’d


Role and Result

Offshore Oilfield Services

Assets

$78,000 Transaction screening, due diligence, structuring, and valuation. CLOSED.

Independent Power

Generation

$145,000 Transaction screening, due diligence, and valuation. CLOSED.

Independent Power

Generation

$250,000 Transaction screening, due diligence, structuring, and valuation. LOST BID.

Upstream Oil & Gas Assets

$9,000 Due diligence, structuring, and valuation. CLOSED.

Onshore Oilfield Services

Assets


Onshore Oilfield Services

Assets

$28,000 Due diligence and valuation. CLOSED.

Selected Transaction Expertise Cont’d


Role and Result

Midstream Gathering & Processing

Assets







$38,750 Valuation only. CLOSED.

Our People

Resumes

Richard D. Hitt, Jr.Managing DirectorNational Practice Leader

Navigant Consulting30 South Wacker DriveSuite 3100Chicago, IL 60606Cell: 312.953.7197Tel: 312.583.2621

[email protected]

Professional History


BearingPoint, Inc.

KPMG, LLP

Education

M.S.A., Eastern Michigan University

B.S., University of Michigan

Licenses & Certifications

Certified Public Accountant

Richard Hitt is a Managing Director and the Practice Leader for the Valuation & Financial Risk Management practice of Navigant Consulting, Inc., based out of the Chicago office. He has more than 25 years of valuation and financial advisory experience working with financial institutions and energy companies of all sizes.

In his current role at Navigant Consulting, Mr. Hitt oversees engagements governing acquisitions and sales of banks and thrifts and is a leader in the firm’s efforts to develop and employ effective valuation and due diligence techniques. His clients include some of the largest and best known financial service and energy corporations in America, including Deutsche Bank, Bank of America, Bank of Montreal, KeyCorp, Charles Schwab, First Republic Bank, E*Trade Financial Corp., NRG, LS Power, Primary Energy and Aquila.

Formerly a Managing Director of BearingPoint Inc’s Valuation and Financial Services Advisory practice, Rick led the development of a multi-faceted practice that focused on banks, thrifts, specialty finance and energy companies. His experience includes financial advisory to community and regional banks, including due diligence, fairness opinions, shareholder value analyses, merger and acquisition transactions as well as capital raising and investment strategies. Prior to BearingPoint, Mr. Hitt was a partner in KPMG’s Valuation Services Practice.

Recent assignments Mr. Hitt has directed include:

» Valued individually all the domestic and international electric generating facilities of a $5 billion utility for asset-backed funding purposes. The project included separate valuations of the power contracts and merchant plants.

» Valued the domestic and international electric generating, electric and gas transmission and distributionassets of a $4 billion utility for asset-backed funding purposes. The project also included valuing complex electricity and natural gas derivatives.

» Performed financial analyses for the domestic operations of a $10 billion utility for debt restructuring purposes.

» Rendered a fairness opinion to a Midwest life company as part of establishing a mutual holding company.

» Rendered a fairness opinion to a retail self insurance fund related to an investment in a workers compensation insurance company.

» Provided SFAS 141 and 142 valuation assistance in the merger of two $150 billion US banks.

mailto:[email protected]

Tom HoulihanDirector

Navigant Consulting1180 Peachtree Street N.E.Suite 1900Atlanta, GA 30309Tel: 404.602.5038Cell: 404.849.1243

[email protected]



Intercontinental Exchange

Mirant Corporation

JC Bradford & Co

Associations and Licenses

FINRA Series 7 & 63

Candidate Member, American Society of Appraisers

Education

MBA, Finance, Vanderbilt

BSBA Finance, Creighton

Thomas Houlihan is a member of Navigant’ Valuation & Financial Risk Management and leader of the groups Energy Industry Segment, Mr. Houlihan has provided valuation support to clients for engagements involving project finance, M&A due diligence, litigation support, regulatory matters, and for financial statement and tax reporting purposes.

With more than 18 years of financial advisory experience , Thomas has advised some of the world’s largest energy companies, as well as mid-sized oil and gas companies, private investors and other providers of capital. During the past three years alone, Tom has led teams and assisted clients with evaluating over $3 billion in transaction advisory engagements covering a broad range of energy assets and investments.

Prior to joining Navigant, Tom held various roles in investment banking and corporate finance, including early roles within the debt capital markets groups of traditional investment banks and more recently in corporate development positions with firms focused on investments in merchant power and energy infrastructure.

Tom was awarded a Master of Business Administration degree from Vanderbilt University’s Owen Graduate School of Management, holds a Bachelor of Science degree in Business Administration from Creighton University, and maintains Series 7 and Series 63 certification. Recent assignments Mr. Houlihan has directed include:

» Global Oil & Gas Company with operations in Western Canada, Papua New Guinea, India, Kuwait, & Mexico. Provided transaction advice and financial due diligence services to a hedge fund client in support of their $175 million structured recapitalization consisting of growth financing and equity investment.

» Valuation of a municipal waste-to-energy generation facilities to assist a client with evaluating lease repurchase and financing options;

» Acted as primary valuation advisor to support a client’s effort to finance the $210 million purchase of 680 MW North American peaking facility. NCI provided the client with additional valuation services to support the company with allocation of purchase price for financial reporting.

» Performed the valuation of North American gas distribution system serving approximately 426 active meters through approximately 11 miles of gas distribution mains. NCI provided an estimate of the fair market value of the business to assist the client’s effort to secure just compensation for the assets, which were taken through condemnation proceedings.

» Provided due diligence services and quality of earnings review for a Confidential Client considering a $140 million investment in a full cycle exploration and development company based in Calgary, Canada.

Resumes


Thomas J. McNultyDirector

Navigant Consulting909 Fannin St. Suite 1900Houston, TX 7010Tel: 713.646.5078Cell: 832.472.3717

[email protected]



Sirius Solutions LLP

Plains All American

Duke Energy

Enron International

US Foreign Service

Brown Brothers Harriman

Education

M.B.A. (Accounting & Finance), Kellogg, Northwestern University

B.A. (History), Yale University

Tom McNulty is a Director in the Valuation & Financial Risk Management practice of Navigant Consulting, Inc. His specialties are transaction and commercial analytics, valuation, and risk management. Specifically, his practice offers clients a unique combination of strategic, financial, and transactional advisory services. Mr. McNulty is based out of the Houston office, and he has more than 20 years of financial advisory and related experience work.

As a consultant, Mr. McNulty has advised clients drawing on his valuation, transactions, risk management, treasury and international credentials. Specifically, he has assisted with the valuation of securities, business units, acquisition targets, derivatives, and equity incentive plans. In industry, and as an advisor, he has worked on more than $38 billion in MD&A deals and has valued more than $8.5 billion notional in futures, options, and other derivatives.

In his current role at Navigant Consulting, Mr. McNulty directs engagements governing acquisitions and divestitures throughout the energy complex, including upstream oil & gas, midstream, merchant power, renewable energy, energy services, trading and marketing, as well as LNG. He also performs valuation work for clients with complex equity, fixed income, and commodity derivative instruments.

Recent assignments Mr. McNulty has led include:

» Provided ASC 815 assistance to several energy companies related to their derivatives portfolios.

» Rendered a comfort opinion to a energy hedge offering a new midstream oil & gas fund.

» Rendered an opinion to an oilfield services company for a related party transaction.

» Directed ASC 805 project for the reverse merger of two private drilling companies.

» Provided ASC 718 valuation assistance to a publicly traded oilfield services company for its restricted stock units and stock options.

» Delivered ASC 718 valuation assistance to a privately held upstream oil & gas company for its equity incentive plan.

» Led the valuation work on the GP interest in a privately-held midstream company for a large litigation engagement.

Resumes


Neeli Souli KohanAssociate Director

Navigant Consulting90 Park Avenue, 10th FloorNew York, NY 10016Tel: 646-227-4654Cell: 646-232-8855

[email protected]



Deloitte Financial Advisory Services LLP

Overseas Shipholding Group

Education

M.B.A., Finance, Pace University

B.S., Accounting, Yeshiva University

Accreditation

Chartered Financial Analyst (CFA), CFA Institute

Certified Public Accountant (CPA), NY and NJ

Candidate, ASA

Neeli Kohan is an Associate Director in the Valuation & Financial Risk Management practice of Navigant Consulting, Inc. Ms. Kohan is based out of the New York office.

Ms. Kohan has more than 16 years of experience in the valuation of public and private businesses, securities, and intangible/tangible assets. She has performed valuations for purposes of financial reporting (including Business Combinations, Goodwill and Long Lived Asset Impairment Testing for US GAAP and IFRS), Federal tax, project financing, sale/leaseback transactions, M&A due diligence, and management information purposes. Industries served include power generation, gas, electric, water and wastewater utilities, alternative energy providers, private equity, media and entertainment, shipping and transportation.

Ms. Kohan is a Certified Public Accountant, a Chartered Financial Analyst and a candidate of the American Society of Appraisers. She has a B.S. from Yeshiva University in Accounting and an M.B.A. from Pace University in Finance. Prior to joining Navigant Consulting, Ms. Kohan was with the Valuation practice of Deloitte Financial Advisory Services, LLP.

Resumes


Terry Manning

Liya Dossybieva is an upstream oil & gas professional with over 14 years of international experience inhydrocarbons production operations, business strategy & transformation, investment & divestmentprojects evaluations, business optimisation and continuous improvement. She is an expert inoptimisation of upstream operations, operational excellence, and integrated operations models. Liyadevelops and leads delivery of strategic and business transformation initiatives and programmes withthe view to optimise production assets’ efficiency, reduce operational costs, increase production levels,and improve recovery. Liya will deliver data analysis and hypothesis creation for Clients.

Liya Dossybieva

Terry Manning, a Director in Navigant’s global Oil & Gas practice based in Houston, is an upstream oiland gas professional with more than 35 years of practical execution and asset management experience.He is an experienced practitioner in the areas of production optimization, streamlining operations,reservoir management and portfolio rationalization, including well completions, reserve analysis andmanaging oil and gas assets to improve profitability. Terry has relevant and specific work experience inmany of the producing basins in the United States and in Canada. He is a strong advocate that drillingand completion program optimization originates from repeatable processes for effective and efficientdevelopment planning and real-time implementation appraisal. Terry’s Houston location providesdirect access for North American client personnel.

Mike Dyson is a Director in Navigant’s global Oil & Gas practice. He brings 30+ years of experience inthe upstream oil and gas business, having worked at Shell and BG Group around the world. His coreexpertise is in well and production operations, capital projects, supply chain strategies and newtechnology development and implementation. He is focused on providing consulting advice to oil & gasE&P companies looking to improve their business performance, and is a strong advocate of holistic andsustainable improvement by tackling all elements of transformation. These include rigorous operationsplanning and execution, collaborative working across the supply chain, application of new technology,teamwork, communications and personal leadership.

Mike Dyson

Our Upstream Professionals

Navigant nca services energy march 2015

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