blue rock energy capital at spe dallas 2-10-10

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    February 10, 2010February 10, 2010

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    II m a digital explorerm a digital explorer

    stuck in analog roamstuck in analog roam

    --Jimmy Buffett,Jimmy Buffett, EverybodyEverybodys On The Phones On The Phone

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    EveryoneEveryones connecteds connected

    but all alonebut all alone..

    --Jimmy Buffett,Jimmy Buffett, EverybodyEverybodys On The Phones On The Phone

    Thanks for supporting SPE Local Section MeetingsThanks for supporting SPE Local Section Meetings

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    WHO WE ARE

    The BlueRock partners have been investing together since 1993.

    Tenneco Ventures Start-Up 1993-1996

    Domain Energy IPO 1996-1998

    Range Resources Merger 1998-2002

    BlackRock Energy Capital Start-Up 2002-2007

    BlueRock Energy Capital Name Change 2007

    BlueRock Energy Capital II Start-Up June 2009

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    WHO WE ARE

    Cathy Sliva

    Dave Stevens

    Allen Shook

    Scott Abel

    Lucynda Herrin

    Petroleum Engineer

    Geologist / MBA

    Petroleum Engineer / MBA

    Petroleum Engineer

    CPA

    Texas A&M

    LSU / U of H

    UT / U of H

    Texas A&M

    Florida State

    Over the past 17 years, BlueRock and its predecessors have completed

    over 300 transactions for more than $300 million.

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    R

    I

    S

    K

    R E W A R D

    Proved

    Producing

    Portion

    ofReserveBase

    100%

    0%

    PrimeRate

    (L+2%)

    LowTeens

    25%+

    Banks/SeniorDebt

    Mez

    zanine

    Private Equityand

    Industry

    FINAN

    CE/INVE

    ST

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    MEZZANINE FINANCING

    Websters Definition:

    Mezzanine - French word meaning middle

    - an intermediate story that projects in the form of balcony

    Industry Definition:

    Mezzanine -Anything Between Bank Debt and Equity

    - VPPs, FPPs, stretch loans, project loans, etc.

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    MEZZANINE REQUIREMENTS

    PDPs as base collateral Lots of upside

    Experienced/focused management

    Back office expertise

    Well defined project

    Internal and 3rd party engineering

    Hydrocarbons hedged

    Audited financials Monthly reporting

    Performance covenants

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    MEZZANINE FINANCING TYPICAL DEAL STRUCTURE

    Senior secured, non-recourse loan with coupon rate ranging from 10% to 13

    Equity kicker in the form of an ORRI (4% to 5%) and an NPI ranging from

    10% to 50%, or warrants

    Rate of Return criteria (10% - 25%)

    Generally $10 million and above

    Limited or non-recourse

    Acquisitions, Development, Monetizations, Re-Capitalization

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    MEZZANINE LENDERS

    BlueRock

    GasRock

    Macquarie

    NGP Capital

    PetroBridge

    TCW

    Wells Fargo

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    WHERE INDEPENDENTS GET THEIR START

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    WHAT WE DO

    CAPITAL Reserve based investments,up to $5 million per initial project

    PURPOSE Acquisitions, Development,Monetizations

    STRUCTURE Financial Production Payment,(limited term ORRI)

    LOCATION Anywhere in the U.S.A.

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    DEAL STRUCTURE

    VEHICLE Term ORRI equal to 85%-90%of net cash flow

    TERMINATION At specified rate of return

    EQUITY KICKER 1%-3% permanent ORRI

    RATE OF RETURN 15%-20% (without perm. ORRI)

    LENGTH up to 6 years

    OPERATIONS producer maintains

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    0

    20

    40

    60

    80

    100

    120

    0 2 4 6 8 10 12

    Year

    DEAL EXAMPLE, EFFECTS OF PRICE / PRODUCTION CHANGES

    Lease Operating Expenses

    Royalties

    BlueRockOwnership

    Owner Profit

    Production increase

    10 yr. PV0 = Max.

    Advance Rate

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    DEAL MATH (example)

    ASSUMPTIONS: 150 bopd$50 oil$65,000 per month LOE100% WI, 80% NRISeverance Tax = 4.6%30.4 days per month

    1. (150 bopd x 30.4 x $50 x 80% x 95.4%) = $174,010 monthly revenue

    2. ($65,000 LOE / $174,010 revenue) = 37% of revenue

    3. 37% + 10% cushion = 47% of 80% NRI = 38% NRI to Producer

    4. 53% of 80% NRI = 42% ORRI to BlueRock

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    ADVANTAGES AND DIFFERENTIATION

    More capital than a bank (risking, price decks) Non-Recourse no personal or corporate guarantees Producer retains upside Small deal size (up to $5 million)

    No 3rd party engineering required Hedging not required Minimal closing costs, no hidden fees Simple deal structure and documentation

    Were E&P professionals who understand your business

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    THE IDEAL CUSTOMER

    Experienced Operator

    Specific Focus

    Area, Trend, Niche

    Administrative expertise, processes

    Uncomplicated Corporate structure

    Integrity

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    INFORMATION REQUIREMENTS

    Letter of Intent if acquisition (a deal in hand) Property and deal description, The Story Internal engineering/economic evaluation of properties Use of proceeds

    Production history, decline curves, state reports Purchase statements, prior 12 months Lease Operating Expense history, prior 24 months Company financial statements

    Resumes and References

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    True StartTrue Start--Ups a problem, unless all overheadUps a problem, unless all overheadcovered from other sourcescovered from other sources

    New PartnersNew Partnersgood and badgood and bad

    Financing into a New AreaFinancing into a New Areajust another layerjust another layerof risk, and already plenty of risk in oil/gasof risk, and already plenty of risk in oil/gasfinancingfinancing

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    CAsCAs,, NDAsNDAs at first meeting a big turnat first meeting a big turn--offoff extraordinaryextraordinaryopportunityopportunity yea right (should not be in engineeryea right (should not be in engineerss vocabvocab))

    Initial Package can be short and simple, but needs to reflectInitial Package can be short and simple, but needs to reflectunderstanding and respectful of lenderunderstanding and respectful of lenders needs (sees needs (seeextraordinaryextraordinary above)above)

    Always have internal engineering with historical and projectedAlways have internal engineering with historical and projectedcashflowscashflows ready, solid backup data in userready, solid backup data in user--friendly formatfriendly format

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    Focus on current production (PDP) FIRST, THEN UpsideFocus on current production (PDP) FIRST, THEN Upside

    Use brokers/agents, Inv. Bankers, etc. cautiouslyUse brokers/agents, Inv. Bankers, etc. cautiouslyeducateeducateand then trust yourselfand then trust yourself

    Understand how NPV, IRR is calculatedUnderstand how NPV, IRR is calculated

    Use a range of price decks, ridiculously high is ok, as long asUse a range of price decks, ridiculously high is ok, as long asalso have a ridiculously low and midalso have a ridiculously low and mid--range deckrange deck

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    Finance guys are really smart too (seeFinance guys are really smart too (see

    extraordinaryextraordinary above), most in our business have aabove), most in our business have a

    technical background, or have been intechnical background, or have been in o/go/g longlongenough to understand basic engineering and geologyenough to understand basic engineering and geology

    most are also friendly, helpful, and understanding,most are also friendly, helpful, and understanding,

    butbut..

    Trend towardTrend toward Nervous NedNervous Ned and notand not Proud PeteProud Pete

    confident but cautiousconfident but cautious

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    ..NEVER EVER go to a meeting at with a..NEVER EVER go to a meeting at with a

    finance shop, bank, mezzanine lender etcfinance shop, bank, mezzanine lender etc

    WITHOUT :WITHOUT :

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    BLUEROCK CONTACTS

    Cathy Dave Scott Allen

    Sliva Stevens Abel Shook

    Phone 281-376-0111, ext. 303

    www.bluerockenergycapital.com

    20445 State Highway 249Three Chasewood Park, Suite 160

    Houston, TX 77070

    http://uerockenergycapi/http://www.bl/