360 Capital FibreconX 360 Capital Private Equity Fund
FibreconX The Overview An opportunity exists to service the growing requirement for high capacity and high-volume fibre services, specifically Dark Fibre, between key data distribution locations to facilitate emerging digital growth markets. •M arkets in Australia are currently served by local retail telecommunication companies, all utilising Telstra existing duct and design. •T he FibreconX network is Australia’s first alternative new dedicated data centre duct infrastructure, which consists of 100 mm diameter PVC pipes underground. •T his duct network is dedicated to FibreconX and is installed with 1000’s of Dark Fibres. •D ark Fibre pairs are typically leased for between $700$4,000 per month on multi-year contracts. •B ased on good local market intelligence we believe volume of current market participants is as follows: • T PG dark fibre revenue c.$200m pa • V ocus dark fibre Revenue c.$100m pa • S uperloop c.$3-4m pa
Investment Highlights Tomorrow’s Network Today
Dedicated Sydney Data Centre Network • 180km dedicated duct and dark fibre network • Connecting all major Sydney Data Centres • Construction completed • O perational from July 21 with Sales and Marketing having commenced in November 2020 Highly Scalable Platform • O ngoing business requires less than 10 staff • F ibres are pre-spliced to provide automated ordering and service delivery as well as being digitally monitored in real time • P ortal provides real time access for staff and clients • N o ongoing resources required for installation or servicing Guaranteed Capacity & Pricing • F ibreconX portal provides customers with real-time qualification and fibre path selection, pricing, on-demand provisioning, service performance information and true transparency. Pricing Efficiently for Volume Generation • F ibreconX is the first to build a dedicated Data Centre, high-capacity Dark Fibre and duct network in the region • Without any reliance on 3rd party infrastructure, the commercial offering is significantly reduced to current prices in the market
Local Market Comparables QIC Superloop
Vocus Aware Super Macquarie Bank
Uniti Opticomm
$4,603 29.1x
$695
$494 $363 17.5x $17
Offer (A$m)
12.7x
EBITDA (A$m)
Target Customers Cloud & Content Providers High Volume Capacity Growth
International & Domestic Carriers Network And End Customer Services
International & Domestic Services Network And End Customer Services
Enterprise & Government Direct Customer Services
$40
EBITDA Multiple
Future Opportunities
Fees2
•D igital Infrastructure is emerging as a new and exciting asset class
Management Fee
•T he Manager is one of few global specialists in this arena with significant expertise and track record
Performance Fee3
•G iven the Manager’s expertise, extensive network and positioning, they continue to see a wide range of deal flow in Digital Infrastructure
• 20% for exit value larger than $150m where IRR greater than 10%;
•S everal of these opportunities with Infrastructure partners have had an EV of over $500m •E ach opportunity has been in c.$100m range and would have been ideal for an Unlisted fund
• 1% p.a. management fee on gross assets of SPV • 15% up to exit value of $150m where IRR greater than 10%; • Fees may be paid in cash or as equity in SPV
Ownership Metrics FibreconX Pty Ltd was last valued at $65m post money in January 2021
Entity Structure FibreconX Pty Ltd: 1.4% of existing share capital held by employees with a further option pool of approximately 20% of expected total diluted share capital available to staff to be purchased subject to various conditions and valuation hurdles
SPV Investors
(Investment Manager)
Trustee
360 Capital FibreconX Trust Investment Manager
21%
1.4%
9%
Pre-Selldown (%)
Post-Selldown (%)
360 Capital Group
43%
21%
David Yuile
9%
9%
FibreconX Management
3%
3%
TGP Directors and Staff
7%
7%
Thorney Investments
8%
8%
Regal Funds Management
3%
3%
Other Investors
27%
30%
New Investors
-
18%
SPV Ownership
•T he Trustee of the SPV will be 360 Capital FM Limited. The SPV will be managed by 360 Capital Digital Management Pty Ltd
360 Capital Digital Management Pty Limited
98.6%
FibreconX Management
• I nvestment vehicle is a Special Purpose Vehicle (SPV) to invest in FibreconX (being 360 Capital FibreconX Trust)
(Trustee)
Fully Diluted (%)
SPV
FibreconX Transaction
360 Capital FM Limited
Current (%)
FibreconX Pty Ltd Ownership
•T he Manager is seeking long term managed capital partners who are seeking exposure to Digital Infrastructure
~98.6% holding (undiluted) 1 1.
FibreconX Pty Ltd
2. 3.
FibreconX Management team may own up to 20% on fully diluted basis. Exclusive of GST. W hile performance fees may be accrued, they will only be payable upon a Change of Control or realisation event in FibreconX Pty Ltd.
Management Incentives • F ibreconX Management currently collectively own 1.4% of FibreconX Pty Ltd • H ave also been granted the following options which vest in years 4 and 64:
Art Cartwright - Director Network and Operations •A rt was recently COO at Macquarie Telecom where he was responsible for the product, engineering, service delivery, service assurance, customer service and nbn migration teams •P rior to that Art has held Executive roles AAPT and Nextgen Networks.
• O ption 1: 1m issued, expire Mar-24, exercise price $1.00 • O ption 2: 2.1m issued, expire Mar-24, exercise price $1.43 • O ption 3: 2.1m issued, expire Mar-26, exercise price $1.67
Selldown Metrics FibreconX Trust Selldown size Selldown Price5
A$10.7m $2.56/unit
Selldown Units/Shares
4.2m
Total Trust Units/Shares
23.4m
Selldown Portion
18%
Current Valuation
A$59.8m
Michael Edwards – Director, Product & Customer Experience •W as a Director of IT/Projects and Executive General Manager of Customer Experience for three years within the data centre industry (at Equinix and Metronode) and prior held Executive roles in AAPT and Nextgen Networks. Andrew Turnell – Construction Operations Manager •P reviously Managing Director of Vinitec, a NSW and ACT telecommunications contracting and construction company, servicing PowerTel, APPT, NextGen, other telecommunications carriers, commercial customers, and major Sydney data centre facilities.
The Manager & FibreconX •A specialist investment manager focused on Digital Infrastructure across data centres, fibre and 5G infrastructure with a global remit •A 50:50 JV between David Yuile and 360 Capital Group ASX:TGP
Key Management
•D avid Yuile has significant experience in running and investing in digital infrastructure and was most recently CEO at Metronode, Nextgen and AAPT
Mark Rafferty – CEO and Managing Director •R ecently Group Executive of TPG Telecom for 6 years responsible • T GP is 35% owned by staff and directors and has access to over for all Corporate, Wholesale and International distribution and $200 million of cash across TGP and its managed funds operations as well as Network, Sales and Marketing, Systems and product development O ption 1 was purchased. Options 2 and 3 have a scale back mechanism which sees the options 4.
• Prior, director of Sales and Marketing AAPT from 2009 to 2013.
reduced dependent on the number of shares offered to achieve the $35m raise in FibreconX Pty Ltd. These amounts estimate the number of options based on issuing $20m in FibreconX Pty Ltd at $2.84 per share 5. SPV Trust Offer Price based on 98.6% ownership of FibreconX Pty Ltd valued at $45m less an accrual for the first performance fee which will be payable on pre-existing unitholders estimated at $4.3m.
Key Contacts David Yuile
Mark Rafferty
George BouAntoun
P. 1300 064 405
M: 1300 064 405
M: 0467 776 803
IMPORTANT NOTICE This document has been prepared by 360 Capital FM Limited (ABN 15 090 664 396) (AFSL 221474) (Trustee) as trustee for the 360 Capital FibreconX Trust. This material is a summary and does not purport to be complete. It is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. A reader should, before making any decisions in relation to their investment or potential investment in the Fund, seek their own professional advice. This document is not an offer or invitation for subscription or purchase of securities or other financial products. The Trustee and its related bodies corporate and other affiliates and their respective directors, employees, consultants and agents make no representation or warranty as to the accuracy, completeness, timeliness or reliability of the contents of this presentation. To the maximum extent permitted by law, no member of the Trustee accepts any liability (including, without limitation, any liability arising from fault or negligence on the part of any of them) for any loss whatsoever arising from the use of this presentation or its contents or otherwise arising in connection with it. All information in this document is current as at the date prepared unless otherwise specified. It contains selected information and does not purport to be all inclusive or to contain all the information that may be relevant to any particular matter. This document and the information in it are subject to change without notice. Indications of, and guidance on, future earnings and financial position and performance are “forward-looking statements”. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Trustee, that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. Except as required by law, the Trustee does not undertake any obligation to publicly update or review any forward-looking statements, whether as a result of new information or future events. This information has been made available to the recipient for information purposes only. It is not intended to be, and does not constitute a product disclosure statement, prospectus, short form prospectus or profile statement as those terms are defined in the Corporations Act 2001 (Cth). It does not constitute an offer for the issue, sale or purchase of any securities, or any recommendation in relation to investing in any asset.