1. Evolving Beyond a Traditional Remediation Approach

2. Traditional Approach to Brownfields
Solicit Bids from Contractors & Consultants
Negotiate Contracts
Possibly Hire Additional Staff
Manage the Demolition & Remedial Work
Comply with Permits
Coordinate with Regulatory Authorities
Manage Cleanup Agreements

3. Regulatory Uncertainty
Brownfields Before A Catalyst
Brownfields Remain at Rest Due to Inherent Uncertainty…
Known
Unknown
Environmental
Costs
Approvals
Zoning & Entitlements
Delays
Time Value of Money
Project Timeframe
Unclear Guidance
Slow Response Times
Regulatory Uncertainty
Reticent Lenders
Time Value of Money
Financing
Demolition
Reclamation
Repositioning Costs
But where does a traditional cleanup get you in the context of brownfields…there is many areas of uncertainty for which a traditional approach does not advance the ball
…and perhaps never reach their full redevelopment potential

4. Regulatory Uncertainty
With a Catalyst
The Removal of Uncertainty through Liability Assumption Providers…
Assume all environmental liabilities and indemnify all parties
Environmental
Obtain zoning & entitlements for highest & best use
Zoning & Entitlements
Reach regulatory closure faster than PRPs and regulatory agencies
Project Timeframe
Provide certainty & indemnify against regulatory change
Regulatory Uncertainty
Increase the likelihood of lender engagement
Financing
Render the site as “Shovel ready” for vertical redevelopment
Repositioning Costs
But with a catalyst, like liability assumption—the outcome can be vastly different.
Prepares Brownfields for Redevelopment

5. Liability Assumption Real Estate Purchase (optional)
Transfer of Liability
Fully-Funded Remediation Trust
Environmental Insurance
Corporate Indemnification
Regulatory Compliance
Repositioning for Redevelopment
So what it meant by Liability Assumption? 4

6. Integrated with Brownfields
Category #1
Category #2
Category #3
Real Estate Value Exceeds Environmental Liability
Represents 60% of Brownfield Development
But only 15% of Brownfield Sites
Environmental Liability Exceed Real Estate Value
(Polluter Pays)
Represents 20% of Brownfield Development
But only 25% of Brownfield Sites
(No Polluter to Pay)
But 60% of Brownfield Sites
How does it work with Brownfields. Let’s look at the types of brownfields that we most often see. 6 6

7. Liability Assumption Scenarios
Liability Assumption with
Real Estate Purchase
Liability Assumption Without
Sale Leaseback and Creative Capital Solutions Available
Guaranteed Fixed Price Remediation
How can these brownfield deals be structured? 4

8. ELTC = (FMV) – (IC+EL+EI+CC+X+R+P)
Methodology
Assets
Liabilities
ELTC = (FMV) – (IC+EL+EI+CC+X+R+P)
ELTC Environmental Liability Transfer Costs
FMV Fair Market Value of Assets
IC Investigative Costs
EL Environmental Liabilities
EI Environmental Insurance
CC Carry Costs
X Contingency
R Repositioning Costs
P Profit
In these various scenarios, there are several factors to consider in structuring a transactions
ELT’s assumption of environmental liabilities will exhaustively include all remedial issues that are known, unknown, above grade, at grade, below grade, onsite, offsite (but originating onsite and naturally migrating offsite) whether the issues occurred or were caused to occur in the past, present or future. 5

9. Brayton Point- Somerset MA

10. Brayton Point- Demolition 2018

11. Former Transformer Repair Facility- Buckhead Neighborhood

12. Former Transformer Repair Facility- Buckhead Neighborhood

13. Top Golf Redevelopment

14. Former Wood Treatment Facility- Port of Savannah

15. Former Wood Treatment Facility- Port of Savannah

16. Benefits of Transferring Environmental Liabilities
Corporate Indemnification
Affords the maximum allowable release and insulation from future liability with complete indemnification of the
Seller.
Financial and Economic Considerations
Liability transference allows the Seller to report to stakeholders a financially more stable and liability free balance sheet.
Guaranteed Cost Certainty
Provides a fixed-cost solution for environmental obligations and uncertainties.
Human Capital Relief
Transferring environmental liabilities allows the Seller to focus on their core business and not be hindered with managing a cleanup project that exhausts time, energy and additional expenses.
Elimination of Compliance Issues
Assumes all regulatory compliance obligations, freeing up manpower and capital.
Sustainability Benefits
Following remediation, the site will be repurposed for its highest and best use, in line with any guidance set forth by the Seller. Brownfield remediation preserves the legacy and brand of the Seller when they cease operations, and provides ancillary benefits to the local community, such as job creation.
Elimination of Regulatory Reopeners
Assumes all environmental liabilities regardless of whether regulations change ensuring that environmental liabilities never revert back to the Seller/Transferer. 6

17. Contacts CORPORATE HQ Colleen Kokas
1515 Des Peres Road, Suite 300 St. Louis, MO 63131
ONLINE
Colleen Kokas
Executive Vice President
Environmental Liability Transfer
Phone: (215)