|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/25/14 Enernoc Inc SC TO-T/A 2:485K World Energy Solutions, Inc. RR Donnelley/FA Wolf Merger Sub Corp |
Document/Exhibit Description Pages Size
1: SC TO-T/A Amendment to Tender-Offer Statement -- Third-Party HTML 26K
Tender Offer
2: EX-99.A.5.III Miscellaneous Exhibit HTML 74K
| EX-99(A)(5)(III) |
 2
EnerNOC’s team here today
Neil Moses
Chief Operations Officer &
Chief Financial Officer
Fielder Hiss
VP of Product Management
Keith Albee
Leader of Inside Sales
Phil Pergola
VP of Professional Services
Sean Leaver
Director of Corporate
Development
Tracy Rifkin Nicholas
HR Business Partner
Patricia O'Neill
VP, Human Resources
Eric Watt
VP of Finance
Gerry Wilson
Chief Information Officer |
 3
The purpose for today’s visit to Worcester
Reason for today’s visit:
Similarly to our last visit, World Energy’s Special Committee has requested we
keep our remarks at a high-level and not get into detail about
integration at this time 1.
Reiterate the strategic fit between the two companies
2.
Answer high-level questions about our company now that
the tender process has started |
 4
EnerNOC Q3 financial results as stated on Nov 6th
Closing in on full-year revenue growth of more than 20%
Q3
Guidance
Results
Revenue
$313 –
$323
$329
Adj EBITDA
$123.5 –
$127
$125
Ending Cash
$246
2014 Guidance
Issued on
Aug 7
Issued on
Nov 6
Revenue
$450 –
$465
$465 –
$470
Adj EBITDA
$72 –
$76
$72 –
$76
Ending Cash
$270 –
$280
Beat Q3
revenue
guidance
Raised
full-year
revenue
guidance
(in millions)
th
th |
 5
EnerNOC’s organization chart
COO & CFO
Neil Moses
Legal
Matt Cushing
HR
Patricia O'Neill
M&S
Gregg Dixon
President
David Brewster
Product
Micah Remley
Chief Executive Officer
Tim Healy |
 6
World Energy, a strategic acquisition for EnerNOC
Attractive attributes of World Energy:
We see tremendous growth
opportunity here to take advantage of
the assets from both companies,
including the significant assets in the
people at World Energy that we're
excited to welcome to our team
-Tim Healy
Software-as-a-Service model that helps
enterprises simplify the energy procurement
process
Solid team of employees with strong energy
expertise
Technology platform that can scale up to tens
of thousands of users
Enterprise customers that are accustom to
managing their energy spend |
 7
EnerNOC’s energy intelligence software
How you buy it
How much you use
When you use it
Tools to manage risk, energy
purchasing, set budgets & track bills.
Tools to benchmark usage, identify
energy waste & prioritize opportunities.
Tools to maximize demand response
revenue and minimize peak demand costs.
Visibility and Reporting
Demand Response
Supply Management
•
Develop accurate energy budgets
•
Track costs against budget
•
Conduct budget scenario planning
•
Automate procurement activities
Utility Bill Management (UBM)
•
Collect historical utility bills
•
Track trends in utility usage & cost
•
Discover & report billing errors
•
Streamline accounts payable
Track trends in energy usage &
carbon impact
Visualize real-time energy data to
understand consumption patterns
Automate ENERGY STAR reporting
Facility Optimization
Benchmark & compare facilities
Analyze meter data to identify cost
saving opportunities
Prioritize actions across a portfolio
Project Management
Track the impact of measures
Earn revenue to fund your
energy projects
Measure & manage DR event
performance
Track payment history
Demand Management
Alert on demand thresholds
Quantify cost impact of demand
peaks
Forecast new facility & system
peaks |
 8
World Energy adds world-class software features
How you buy it
•
Budget-related
management tools
•
Auctions
•
RFP automation
•
Contract tracking
•
Position alerts
EnerNOC
World Energy
Supply Management |
 9
World Energy adds proven energy efficiency capabilities
How you buy it
•
Building benchmarking
& other multi-building
tools
•
Meter-data analytics
•
Audit automation
•
Process automation
tools
EnerNOC
World Energy
Facility Optimization |
 10
We’re planning to visit major offices over the next few
weeks
Nov 4
th
Execute merger agreement & announce transaction
Nov 5
th
World Energy all-employee presentation
Nov 6
th
EnerNOC’s quarterly earnings call
Nov 10
th
World Energy’s quarterly earnings call
Nov 25
th
All-hands meeting to outline the strategic fit between the two companies
and Q&A
Early-Dec
Integration discussions begin with World Energy
Dec 29
th
Jan 2
nd
Jan 5
th
Go shop completed
Tender process completed
Potential closing date |
 EnerNOC, Inc. Safe Harbor Statement
Statements in this presentation regarding management's future expectations, beliefs, intentions,
goals, strategies, plans or prospects, including, without limitation, statements relating to
EnerNOC’s future financial performance on both a GAAP and non-GAAP basis and the
future growth and success of EnerNOC’s energy intelligence software and related solutions,
statements relating to the ability of the EnerNOC and World Energy to complete the transactions
contemplated by the merger agreement, including the parties’ ability to satisfy the
conditions to the consummation of the tender offer and the other conditions set forth in the merger
agreement, EnerNOC's vision for EIS, EnerNOC's ability to help enterprises control costs and stay
competitive in an increasingly global marketplace, the ability of the acquisition to deliver
value to EnerNOC's enterprise customers, may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 and other federal
securities laws. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors including risks relating to any unforeseen changes to or the
effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness,
financial condition, losses and future prospects; failure to consummate or delay in
consummating the transaction; our ability to retain key executives and employees; slowdowns or
downturns in economic conditions, relationships with strategic partners, the presence of
competitors with greater financial resources than ours and their strategic response to our
products; and our ability to successfully integrate World Energy and the associated technology
and achieve operational efficiencies, as well as those risks, uncertainties and factors referred to
under the section "Risk Factors" in EnerNOC's most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q, as well as other documents that may be filed by
EnerNOC from time to time with the Securities and Exchange Commission. As a result of such
risks, uncertainties and factors, the Company's actual results may differ materially from any
future results, performance or achievements discussed in or implied by the forward-looking
statements contained herein. EnerNOC is providing the information in this press release as of
this date and assumes no obligations to update the information included in this press release or
revise any forward-looking statements, whether as a result of new information, future
events or otherwise.
|
 Important Information
This presentation is provided for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell any shares of the
common stock of World Energy Solutions, Inc. or any other securities.
EnerNOC, Inc. has commenced a tender offer for all outstanding shares of common stock of World
Energy
Solutions,
Inc.
and
has
filed
with
the
SEC
a
tender
offer
statement
on
Schedule
TO
(including
an
Offer
to Purchase, a Letter of Transmittal and related documents), which will be amended
as necessary. World Energy Solutions, Inc. has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9, which will be
amended as necessary. These documents contain important information, including the terms and
conditions
of
the
Tender
Offer,
and
stockholders
of
World
Energy
Solutions,
Inc.
are
advised
to
carefully
read
these documents before making any decision with respect to the Tender Offer.
Investors and security holders may obtain a free copy of these statements
and other documents filed with the SEC at the website maintained by the SEC
at www.sec.gov. In addition, the Solicitation/Recommendation Statement and related documents
may be obtained for free by contacting the investor relations department of World
Energy Solutions, Inc. at dmees@worldenergy.com. The Offer to Purchase and related documents may be obtained for free by
contacting
the
investor
relations
department
of
EnerNOC,
Inc.
at
or
by
directing
such
requests
to
the
information
agent
for
the
tender
offer,
Alliance
Advisors
LLC,
at
855-976-3328
(toll-free). |
