CONFIDENTIAL - Strategic Energy Reserve

Strategic Energy Reserve Platform Investment Memorandum
This memorandum is confidential and intended solely for the recipient. It does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offering will be made only pursuant to definitive documentation.
Executive Summary
ESF 12, LLC. has assembled the first fully integrated private platform to operationalize a Strategic Energy Reserve (SER) for the United States—the electric-age analog to the Strategic Petroleum Reserve.
This platform is identified, integrated, and actionable:
Corpus Christi, Texas
Port-critical energy backbone
Deployable Energy
Rapid-deploy, dispatchable generation
Hyperbase
National aggregation and virtual power plant (VPP) control layer
The remaining requirement is deployment capital, not conceptual validation.
The Investment Opportunity
We are seeking a single anchor investor to commit $25–50 million into a structured SPV that will:
01
Trigger immediate deployment at Corpus Christi
02
Establish the initial national aggregation layer via Hyperbase
03
Scale Deployable Energy assets across strategic geographies
This is not a blind fund and not venture capital.
Capital is allocated against identified deployments with multiple downside-protected monetization paths.
The Strategic Context: From SPR to SER
The Old Paradigm
The Strategic Petroleum Reserve solved oil-era national security risk through centralized storage.
The New Reality
The electric age requires a different solution:
Power must be distributed
Assets must be dispatchable
Capacity must be immediately available
The Structural Failure
1
Infrastructure is shovel-ready
2
Commercial offtake lags by 18–36 months
3
The grid absorbs fragility during the gap
The SER Solution
Deploy power assets before permanent offtake
Aggregate assets into a unified, dispatchable reserve
Exit cleanly to private markets upon tenant arrival
ESF 12, LLC. provides the execution layer for this doctrine.
Platform Components
Corpus Christi — Physical Anchor
Port-critical, export-oriented infrastructure
Natural demand for islandable, resilient power
Ideal initial deployment zone for SER assets
Corpus serves as the physical backbone of the platform.
Deployable Energy — Supply Layer
Modular, rapidly deployable generation assets
Designed for transitional, emergency, and permanent use
Faster deployment cycles than traditional utility assets
Deployable Energy provides speed-to-power capability.
Hyperbase — Control & Monetization Layer
Aggregates distributed assets into a unified VPP
Dispatches underutilized backup and transitional capacity
Converts idle resilience into revenue and reserve capacity
Hyperbase transforms distributed assets into a coordinated national system.
Capital Deployment ($50–100M)
Capital is deployed, not warehoused.
Use of Proceeds
Deployment is milestone-based, not burn-based.
Revenue & Exit Pathways
The platform supports multiple, non-exclusive monetization paths:
Federal Transitional Offtake
Cost-based PPAs
Mandatory novation upon commercial arrival
Municipal / Port Bond Refinancing
Tax-advantaged recapitalization
Partial or full anchor take-out
Commercial Hyperscale Offtake
Ports, data centers, industrial tenants
Strategic Sale
Infrastructure, defense, or utility acquirers
This is infrastructure optionality, not venture dependency.
Downside Protection & Investor Advantages
Downside Protection
Anchor capital benefits from structural protections, including:
Asset-level security interests (where applicable)
Priority return of capital
Step-in rights upon defined defaults
No reliance on speculative exit timing
The investment is designed for capital preservation first, upside second.
Why the Anchor Investor Wins
First position in a national-scale platform
Preferential economics and governance
Strategic visibility with federal and municipal stakeholders
Reputation leverage as foundational, private capital
The Ask
$25–50M
Anchor Commitment
We are seeking:
1
$25–50M anchor commitment
2
Structured via a single SPV
3
30–45 day closing timeline
Appendix A — Indicative SPV Term Sheet
ESF 12 Strategic Energy Reserve SPV, LLC
1. Parties
Sponsor: ESF 12, LLC. (or designated affiliate)
Investor: Anchor Investor (or affiliated investment vehicle)
Jurisdiction: Delaware
2. Capitalization
Total Raise: $50,000,000 – $100,000,000
Anchor Commitment: $25,000,000 – $50,000,000
Minimum Initial Close: $25,000,000
Single-close or rolling close at Sponsor's discretion.
3. Security
Instrument: Preferred Equity (Convertible or Participating)
Target Return: 12–15% IRR
Preferred Return: Paid prior to Sponsor distributions
4. Use of Proceeds
Capital restricted to:
Deployable Energy deployments
Corpus Christi energy infrastructure
Hyperbase aggregation platform
Related working capital and reserves
No unrelated investments permitted.
5. Governance
Investor consent required for:
Capital redeployment
Asset sales
Incremental leverage beyond agreed thresholds
Monthly reporting
Step-in rights upon defined defaults
Sponsor retains day-to-day operational control.
6. Downside Protections
Asset-level security interests (where applicable)
Priority return of capital
Forced sale or refinancing rights after long-stop date
Change-of-control protections
7. Upside Participation
Participation in asset-level equity
Optional conversion to common equity
Sponsor carry payable only after Investor return achieved
8. Term
Initial Term: 5 years
Extensions: Subject to Investor consent
9. Closing Conditions
Definitive SPV documentation
Assignment of relevant project rights
No material adverse change
Standard KYC / AML