Project Haneul · Decision Simulation

Decision Simulation · Project Haneul

Choosing the Ownership Path for a Korean Critical-Energy Platform

EQT Korea Infrastructure · Fictional simulation · Confidential workshop material

Your Mandate

The Decision

What you are deciding

You are the Korea deal team assessing Haneul Critical Energy Services (HCES), a fictional operating infrastructure platform. The team has seven days to decide whether to seek exclusivity and which ownership structure to take forward.

This is not a site-selection exercise. It is an ownership decision: whether HCES has infrastructure-quality earnings, whether a credible Full Potential Plan exists, and how price, control, seller alignment and execution risk should be balanced.

Your group must submit

1Bid or no bid.
2Preferred structure: A, B or C.
3Maximum defensible valuation or price mechanism.
4Three Full Potential Plan priorities.
5The day-one management and governance model.
6Five confirmatory diligence priorities.
7One clear kill criterion.
8A one-sentence exit narrative: what stronger company will the next owner buy?

The Company

Business

Haneul Critical Energy Services (HCES) owns and operates onsite energy, critical-power, cooling and energy-management systems for high-dependency customers.

Footprint

21 operating sites and six projects under development across Greater Seoul, Chungcheong, Busan and Ulsan.

Customers

Semiconductor and advanced manufacturing, logistics and cold chain, data centres, hospitals and large commercial campuses.

Reported financials

KRW 420bn LTM revenue and KRW 82bn reported EBITDA.

Reported revenue quality

Management describes 76% of revenue as contracted or recurring, with 7.1 years of weighted-average contract life.

Operations

650 employees, including 280 field technicians; reported asset availability of 96.2%.

Seller

Daehan Industrial Holdings (DIH), a Korean industrial group, owns 92%; management owns 8%.

Seller motivation

DIH is reallocating capital toward battery materials and wants transaction certainty before year-end.

Process

The team has seven days to decide whether to seek exclusivity and on what terms.

What HCES Does

Owns and operates onsite energy and critical-power assets under long-term Energy Service Agreements.
Provides battery storage, fuel-cell and combined-heat-and-power solutions, backup generation, critical cooling and energy-management services.
Runs remote monitoring, field maintenance and emergency-response services for high-dependency customers.
Develops new customer sites and selectively acquires smaller regional operators.

Customer Mix

Segment	Share	Primary Need
Semiconductor & advanced manufacturing	39%	Power quality, uptime, resilience and expansion capacity
Logistics & cold chain	24%	Cooling continuity, energy cost and emergency response
Digital & data centres	18%	Firm power, backup, cooling and energy reporting
Hospitals & large campuses	11%	Mission-critical continuity and compliance
Other industrial & commercial	8%	Energy efficiency and onsite generation

Why the Opportunity Exists Now

High-load customers are placing greater value on reliable, scalable and measurable energy infrastructure.
Korea's semiconductor, advanced-manufacturing and digital-infrastructure build-out is increasing demand for critical power and storage.
HCES has a credible installed base and field-service network, but its operating model has grown through several legacy businesses.
DIH wants to recycle capital while retaining a meaningful connection to the company.
The investor believes HCES could become a national critical-energy-services platform — but only if the revenue, operations, management and governance case withstand scrutiny.

The Three Proposed Structures

Term	A · Strategic Minority	B · Control Acquisition	C · Phased Control
Ownership at close	35% investor / 55% DIH / 10% management	70% investor / 20% DIH / 10% management	55% investor / 35% DIH / 10% management
Indicative enterprise value	KRW 1.18tn	KRW 1.31tn	KRW 1.23tn cash-equivalent
Initial equity requirement	KRW 300bn	KRW 680bn	KRW 480bn plus up to KRW 100bn deferred
Board	3 of 7 investor directors	4 of 7 investor directors	4 of 7 investor directors
Control	Enhanced minority protections	Clear control from close	Control from close with temporary seller protections
Growth funding	Selective and board-approved	Full expansion and two add-ons funded immediately	Released against commercial and operating milestones
Seller rollover	High	Low	Meaningful
Seller-modelled gross return	15.1%	17.0%	16.0%

All figures and return assumptions are fictional and provided only for this exercise. They are not EQT policies, hurdle rates or live transaction terms.

Structure A — Strategic Minority

35% investor ownership; DIH remains the controlling shareholder.
Lowest initial capital requirement.
Three investor directors and enhanced approval rights over specified decisions.
Growth is selective and board-approved.
Includes a future ownership mechanism if agreed performance or governance conditions are not met.

Structure B — Control Acquisition

70% investor ownership and clear control from close.
Funds two acquisitions and the identified growth programme immediately.
Highest seller-modelled return.
Requires the largest initial equity commitment.
Designed for rapid integration, management decisions and platform expansion.

Structure C — Phased Control

55% investor ownership and board control; DIH retains a meaningful minority.
Part of the purchase price is deferred against agreed milestones.
Growth capex and acquisitions are released in stages.
Includes a formula-based option for a further purchase from DIH.
Temporary seller protections apply to a short list of decisions.

All companies, people, financials, contracts and transaction terms are fictional. The case is calibrated to publicly available infrastructure-investing practices and the workshop's learning goals. It does not reproduce a live or historical EQT transaction.

Confidential Workstream Brief

Role 1 — Market & Commercial Diligence Lead

Choose this role to access your confidential brief. Once selected, this device will be locked to this role for the session.

📊

Market & Commercial Diligence Lead

Test whether HCES has the market position, revenue quality, customer proposition and commercial headroom to support a compelling investment thesis.

⚠ Once you open a role, it cannot be changed on this device.

📊

Role 1 — Market & Commercial Diligence Lead

🔒 Role locked for this session

Your Mandate

Test whether HCES has the market position, revenue quality, customer proposition and commercial headroom to support a compelling investment thesis.

Information Known Across the Group

HCES serves customers for whom continuity, response speed and power quality are operationally critical.
Management reports 76% of revenue as contracted or recurring.
The growth pipeline includes six projects, including two linked to AI and data-centre demand.
DIH's continuing ownership may matter to some Korean customers and public stakeholders.

Information You Have

1The two largest external customer contracts expire in 30 and 36 months. The seller model assumes renewal at current volumes with modest price increases.
2The largest external customer values DIH's relationships and has informally said that visible Korean ownership would support continuity through the next renewal.
3Three pipeline projects are supported by customer letters of intent, but final commitments depend on power connection, site readiness and final service pricing.
4The top three customers represent 52% of revenue. Twenty-one percent of total revenue comes from DIH affiliates.
5Only 58% of revenue is fixed or take-or-pay. The remainder includes usage-based and project-related elements that management still labels 'contracted or recurring.'
6The two largest customers are asking for 6–9% price reductions unless HCES adds better analytics, carbon reporting and stronger performance guarantees.
7The largest external customer has said that a reduction of DIH below 25% ownership would trigger a formal commercial review and could lead to a competitive tender.
8The headline AI/data-centre opportunity is a non-binding 40 MW-equivalent project. The customer can shift to another region if power timing slips.
9Customer research indicates material cross-sell headroom: most large customers buy only one of HCES's four service lines.
10A strategic-account programme could add KRW 15–20bn of annual revenue, but HCES has no dedicated capability today.
11The seller pipeline presentation counts one customer twice across two proposed sites.
12A new competitor is offering bundled energy-as-a-service contracts at lower initial margins, backed by aggressive project financing.

Decision Worksheet

Record your individual recommendation before the group discussion.

My Initial Choice

No Bid

Confidence (out of 100)

My Three Decision Criteria

A Fact That Weakens My Own Preference

Information I Need from the Other Workstreams

One Thing That Could Change My Mind

Notes During the Discussion

Confidential Workstream Brief

Role 2 — Operations & Full Potential Lead

Choose this role to access your confidential brief. Once selected, this device will be locked to this role for the session.

⚙️

Operations & Full Potential Lead

Test the operating platform, asset condition, delivery capability and whether the Full Potential Plan can be executed at the required speed.

⚠ Once you open a role, it cannot be changed on this device.

⚙️

Role 2 — Operations & Full Potential Lead

🔒 Role locked for this session

Your Mandate

Test the operating platform, asset condition, delivery capability and whether the Full Potential Plan can be executed at the required speed.

Information Known Across the Group

HCES has 21 operating sites, six projects under development and a dense field-service network.
Reported availability is 96.2%.
Management proposes nationwide expansion and two acquisitions.
The business has grown through several legacy units with different systems and practices.

Information You Have

1The seller's plan treats most historical capital expenditure as growth investment. Several items appear closer to recurring maintenance or lifecycle replacement.
2The COO is respected and technically strong, but business-unit heads do not report to the COO on operating standards or capital allocation.
3Three pipeline projects require both customer conversion and power/site milestones before becoming bankable.
4A regional add-on target is willing to engage bilaterally, but only with a clearly controlled owner and a rapid safety-integration plan.
5The 21 sites use four legacy monitoring systems. There is no central network operations centre and operating data is not consistently comparable.
6Reported 96.2% availability masks three sites operating below 91% over the last twelve months.
7An engineering review suggests KRW 35–45bn of deferred maintenance and lifecycle replacement is needed during the first 24 months.
8The proposed BESS and fuel-cell programme is modular. Approximately 40% of growth capex can be delayed until customer and power milestones are met.
9Central procurement could reduce equipment and service costs by an estimated 6–8%, but only after specifications and vendor lists are standardised.
10The 280-technician field network is a genuine competitive asset: most priority industrial clusters can be reached within 90 minutes.
11The COO could lead integration, but lacks formal authority and has never run a national transformation.
12The preferred add-on will hold bilateral discussions for only 60 days. It wants a buyer able to approve investment and management changes quickly.
13A clean-control model would accelerate systems, procurement and management decisions; a rushed integration would materially increase safety and reliability risk.

Decision Worksheet

Record your individual recommendation before the group discussion.

My Initial Choice

No Bid

Confidence (out of 100)

My Three Decision Criteria

A Fact That Weakens My Own Preference

Information I Need from the Other Workstreams

One Thing That Could Change My Mind

Notes During the Discussion

Confidential Workstream Brief

Role 3 — Financial & Transaction Structure Lead

Choose this role to access your confidential brief. Once selected, this device will be locked to this role for the session.

💹

Financial & Transaction Structure Lead

Test sustainable earnings, valuation, leverage, downside protection and whether each structure prices the risks the investor is being asked to take.

⚠ Once you open a role, it cannot be changed on this device.

💹

Role 3 — Financial & Transaction Structure Lead

🔒 Role locked for this session

Your Mandate

Test sustainable earnings, valuation, leverage, downside protection and whether each structure prices the risks the investor is being asked to take.

Information Known Across the Group

The seller presents KRW 82bn of LTM EBITDA.
Structure B has the highest headline return and strongest immediate control.
Structure A uses the least capital.
Structure C combines control with deferred consideration and staged capital.

Information You Have

1The two largest contracts expire in 30 and 36 months, and the model assumes renewal at current volumes with improved pricing.
2The seller's distinction between maintenance and growth capex appears optimistic.
3DIH is prepared to discuss price, indemnities and future ownership — but the package changes materially by structure.
4Revenue from DIH affiliates is priced under contracts negotiated within the group and has not been market-tested.
5Your preliminary normalisation reduces EBITDA from KRW 82bn to approximately KRW 73bn, reflecting capitalised maintenance, one-off EPC margin and above-market related-party pricing.
6Structure A produces an estimated 13.8% base case and 11.5% delayed-growth case, assuming the enhanced put/call and affiliate guarantees remain enforceable.
7Structure B produces an estimated 16.2% base case but approximately 9.8% if renewals and integration are delayed. It opens at roughly 5.0x leverage.
8Structure C produces an estimated 14.9% base case and 12.0% delayed-growth case before the second-step price adjustment.
9If HCES outperforms, C's proposed second-step formula transfers a meaningful share of the upside to DIH and could reduce the investor's realised return by 150–250 basis points.
10Structure A includes a four-year DIH guarantee of affiliate contracts and a put/call trigger if governance or performance breaks down.
11Under Structure B, DIH is willing to fund KRW 30bn of deferred maintenance before closing and provide a capped indemnity for specified legacy liabilities.
12Lenders will recognise fixed and take-or-pay revenue more fully than usage-based fees. They offer materially better pricing above 51% investor control.
13The seller's likely economic walk-away is approximately KRW 1.17tn for A, KRW 1.25tn for a clean and rapid B, and KRW 1.22tn cash-equivalent for C.

Decision Worksheet

Record your individual recommendation before the group discussion.

My Initial Choice

No Bid

Confidence (out of 100)

My Three Decision Criteria

A Fact That Weakens My Own Preference

Information I Need from the Other Workstreams

One Thing That Could Change My Mind

Notes During the Discussion

Confidential Workstream Brief

Role 4 — Management, Governance & Stakeholder Lead

Choose this role to access your confidential brief. Once selected, this device will be locked to this role for the session.

🏛️

Management, Governance & Stakeholder Lead

Test whether the seller, management team, governance model and stakeholder environment can support the chosen ownership plan.

⚠ Once you open a role, it cannot be changed on this device.

🏛️

Role 4 — Management, Governance & Stakeholder Lead

🔒 Role locked for this session

Your Mandate

Test whether the seller, management team, governance model and stakeholder environment can support the chosen ownership plan.

Information Known Across the Group

DIH wants to recycle capital but protect the company's Korean identity and employee base.
Management owns 8% today and is expected to reinvest.
HCES depends on long-term relationships with customers, municipalities, utilities and equipment partners.
The CEO is a strong relationship builder and originator.

Information You Have

1The largest external customer values DIH continuity and may formally review the relationship if DIH falls below 25%.
2The COO is strong but lacks cross-business authority; the add-on target wants a clearly controlled owner.
3DIH is willing to tailor economics and protections differently under A, B and C.
4Two pipeline projects have political support but incomplete final permits and interconnection terms.
5DIH's motivation is capital allocation, not loss of confidence in HCES. The group chair cares deeply about brand continuity, Seoul headquarters and employment commitments.
6Under A, DIH will accept investor approval rights over CEO appointment, debt, major capex, acquisitions and related-party transactions, plus a put/call trigger after 30 months if agreed KPIs or governance standards are missed.
7Under B, DIH will accept a clean 70% sale, a five per cent price reduction from the current headline and a capped legacy indemnity — but only if signing and closing occur within 60 days.
8Under C, DIH will accept investor board control but wants consent over CEO replacement, termination of affiliate contracts and acquisitions above KRW 80bn for the first 24 months.
9The C second-step mechanism is likely to create future negotiation tension because DIH and the investor have different views of how growth investment should be treated in the formula.
10The CEO is relationship-strong but has limited experience institutionalising a multi-business operating model. The CFO and COO are credible.
11The management incentive plan expires at closing. The COO and CFO have privately said that prolonged dual-shareholder ambiguity would make retention more difficult.
12Municipal stakeholders expect Korean headquarters, employment commitments and visible Korean shareholder participation. They have not specified a required ownership percentage.
13A respected Korean industrial executive with global infrastructure experience is available as independent chair and is acceptable to DIH under all three structures.

Decision Worksheet

Record your individual recommendation before the group discussion.

My Initial Choice

No Bid

Confidence (out of 100)

My Three Decision Criteria

A Fact That Weakens My Own Preference

Information I Need from the Other Workstreams

One Thing That Could Change My Mind

Notes During the Discussion

Choosing the Ownership Path for a Korean Critical-Energy Platform

Structure A — Strategic Minority

Structure B — Control Acquisition

Structure C — Phased Control

Role 1 — Market & Commercial Diligence Lead

Role 2 — Operations & Full Potential Lead

Role 3 — Financial & Transaction Structure Lead

Role 4 — Management, Governance & Stakeholder Lead

If you are neutral in situations of injustice, you have chosen the side of the oppressor. If an elephant has its foot on the tail of a mouse, and you say that you are neutral, the mouse will not appreciate your neutrality. — Desmond Tutu

If you are neutral in situations of injustice, you have chosen the side of the oppressor. If an elephant has its foot on the tail of a mouse, and you say that you are neutral, the mouse will not appreciate your neutrality.
— Desmond Tutu