this - cfa institute · for illustrative purposes only. key investment partners leverages over 21...

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OR ACTIVITIES. DUE TO VARIOUS RISKS AND UNCERTAINTIES, ACTUAL EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF THE FIRM MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING

STATEMENTS.

The statements in this Presentation are based on information that is considered to be reliable as of the date on which this Presentation is delivered. This Presentation does not, however, purport to be comprehensive or free from error, omission or

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EXAMPLES OF OUR PROCESSES AND ANY OTHER IDEAS PRESENTED HEREIN, INCLUDING THE INFORMATION PROVIDED IN THE PAGE HEADED “INVESTED AND COMMITTED DEALS,” ARE FOR ILLUSTRATIVE PURPOSES ONLY. THERE IS NO GUARANTEE

THAT KEY OR THE FUND WILL ACQUIRE A POSITION IN AN ISSUER OR SECTOR REFERENCED IN SUCH EXAMPLES OR IDEAS OR THAT ANY SUCH POSITION WOULD BE PROFITABLE.

2CONFIDENTIAL: NOT INTENDED FOR GENERAL DISTRIBUTION

For illustrative purposes only.

KEY Investment Partners leverages over 21 years of institutional experience to navigate the complex cannabis capital markets. We

systematically screen, diligence and invest in private cannabis companies, connecting investors with early-stage opportunities. KEY seeks to

invest opportunistically across all subsectors of the cannabis industry in search of companies which we believe are backed by experienced

management teams with high-growth, market-leading products and services.


Sophisticated entrepreneurs capitalizing

on the end of cannabis prohibition

Face challenges investing in

cannabis due to legal constraints

Eager for institutional quality

investment management

Prior to founding KEY, Tiby spent three years as a

member of Partners Group’s Client Solutions team

responsible for fundraising Partners Group’s flagship

funds, sourcing opportunities, and connecting new

investors with the firm. Prior to Partners Group, Tiby

spent four years with Goldman Sachs, where he

focused on Emerging Market and US Core public

equities. Tiby has an undergraduate degree in

Finance from the University of Texas at San Antonio.

Prior to founding KEY, Pete spent three years as a

member of Partners Group’s Real Estate acquisitions

team, responsible for sourcing opportunities,

conducting diligence, and executing transactions valued

at $300mn-$1.5bn gross asset value. Prior to Partners

Group, Pete spent three years at Equity Residential

where he focused on multifamily investments. Pete has

an undergraduate degree in Finance and Real Estate

from the University of Wisconsin - Madison.

5

Prior to founding KEY, Jordan spent four years as a

member of Partners Group’s Private Equity team

responsible for sourcing opportunities, conducting

due diligence, and executing lead, control leveraged

buyout transactions for companies with $500mn-

$2.5bn enterprise value. Prior to Partners Group,

Jordan spent four years with GE Capital in Leveraged

& Corporate Finance. Jordan has an undergraduate

degree in Economics and Political Science from

Indiana University.

CONFIDENTIAL: NOT INTENDED FOR GENERAL DISTRIBUTION


“This is one of the most exciting opportunities you’ll ever be part of”

“Legalizing marijuana is a step forward in reforming our broken criminal justice system”

“It’s a generational opportunity”

For illustrative purposes only. Source: The New York Times, J.B. Pritzker’s website


MO UT

LA OK

AR AR WV

FL OH FL OH

ND PA ND PA

IL MN IL MN IL MN

MD NH MD NH MD NH

CT CT NY CT NY CT NY

DE MA DE MA DE MA DE MA

AZ DC AZ DC AZ DC AZ DC AZ DC

MI MI NJ MI NJ MI NJ MI NJ MI NJ

RI RI NM RI NM RI NM RI NM RI NM RI NM

MT VT MT VT MT VT MT VT MT VT MT VT MT VT MT VT

CO HI CO HI CO HI CO HI CO HI CO HI CO HI CO HI CO HI CO HI

ME NV ME NV ME NV ME NV ME NV ME NV ME NV ME NV ME NV ME NV

Legalized medical and recreational cannabis AK OR AK OR AK OR AK OR AK OR AK OR AK OR AK OR AK OR AK OR AK OR

Legalized medical cannabis CA WA CA WA CA WA CA WA CA WA CA WA CA WA CA WA CA WA CA WA CA WA CA

20181996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016

1 state

+ DC

+ DC

+ DC

+ DC

13 states

11 states

10 states

8 states 8 states

4 states

15 states

18 states

23 states

Note: Illinois recently legalized recreational

cannabis. The law will go into effect on January 1st,

2020.

+ DC

33 states

28 states

For illustrative purposes only. There is no assurance that medical and/or recreational cannabis will be legalized in additional states or at the federal level. Source: Gallup News Service.


For illustrative purposes only. Source: Marijuana Business Daily (2018), Aspen Times (2018).


0.9

2.4

3.6

10.0

10.8

15.0

17.0

28.6

45.7

60.0

72.2

Goldfish Crackers

Fortnite Video Game

E-cigarettes

Legal Cannabis (2018)

Taco Bell

NFL

Online Food Delivery

Gym Memberships

Pizza

Estimated Rec Cannabis (2027)

Wine

3.8 4.9 6.3 4.8 6.8 8.5 10.3 11.9 1.0

1.82.9 6.1

8.1 10.7

14.1

18.7

4.86.7

9.110.9

14.9

19.3

24.4

30.7

2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E

Medical Recreational

Aug-2018: Constellation Brands (maker of Corona) invests CAD 5bn in cannabis cultivator Canopy Growth for ~38% ownership.Sep-2018: Epidiolex becomes first cannabis-derived medicine to be approved by the FDA and subsequently rescheduled by the DEA.Oct-2018: Canada becomes the first G7 nation to legalize cannabis nationally.Nov-2018: Michigan legalizes recreational cannabis (10th state to legalize, 3rd largest by population), Utah and Missouri legalize medical cannabis. Dec-2018: 2018 Farm Bill passes US Congress to legalize hemp industry nationwide.Apr-2019: SAFE Banking Act introduced to US Senate, aimed at protecting financial institutions who bank cannabis businesses.Jun-2019: Illinois legalizes recreational cannabis (11th state to legalize, 2nd largest by population)Oct-2019: SAFE Banking Act passed by US House of Representatives.

Past performance is not indicative of future results. For illustrative purposes only. Source: Constellation Brands, FDA, DEA, NPR, Altria, Brookings Institute, Arcview Market Research & BDS Analytics.


15-30% 70-85%

For illustrative purposes only. Source: The Marijuana Business Factbook 2018, Viridian Capital Advisors. 1 Private companies, which are primarily in the U.S., raised $4,056 million comprising 222 capital raises in 2018. Based on estimates, 25,000-33,000 companies in the U.S. focus entirely on the cannabis industry or derive a sizable portion of their revenue from it. Assuming the low end of 30% of 29,000 companies are seeking $1.5 million would result in $13 billion of capital needs. Assuming a slightly higher percentage of companies of 40% and capital raises of $2 million, would result in $23 billion of capital needs. 2 Restrictions imposed by Limited Partners of venture capital funds prohibiting investment in “sin”-related industries.

CONFIDENTIAL: NOT INTENDED FOR GENERAL DISTRIBUTION11

Private U.S. Cannabis companies have annual capital needs of $13-$23bn, yet

are receiving only ~$4bn in funding, only 15-30% of their capital needs.

Traditional venture capital restricted by vice clauses2(i)

Lack of debt financing from federally-insured banks(ii)

Institutional investors unfamiliar with regulatory landscape

(iii)



Massive growth already priced into cannabis stocks, leading to overvaluations relative to traditional CPG companies

(i)

NYSE & NASDAQ listed securities cannot have US plant-touching operations, leading to lack of penetration in the largest, fastest growing market

(ii)

Canadian Securities Exchange (CSE) listed stocks lack governance and liquidity, leading to highly volatile prices

(iii)1 month 3 months 6 months 1 year Since launch

0.40% -20.20% -34.60% -46.80% -45.90%

Source: thecse.com, 2019

Returns for CSE Composite Index (as of at Market Pre-Open September 20, 2019)

Stock Market Revenue P/Sales

Company Ticker Price Cap. (m) FY'18 FY'19 FY'20 FY'18 FY'19 FY'20

Cannabis Comps

Canopy Growth CGC 25.3$ 8,035$ 59$ 171$ 627$ 136.8x 47.1x 12.8x

Aurora Cannabis ACB 5.0$ 4,968$ 42$ 187$ 649$ 119.4x 26.6x 7.7x

Tilray TLRY 29.0$ 2,783$ 43$ 179$ 343$ 64.6x 15.5x 8.1x

Cronos Group CRON 10.3$ 3,228$ 12$ 62$ 272.8x 52.2x n/a

Median 4,098 42 175 627 128.1x 36.8x 8.1x

* Market Data as of 09/20/2019 per Yahoo finance, USDm except stock price, converted at 1.32703 USD/CAD FX rate

Stock Market Revenue P/Sales

Company Ticker Price Cap. (m) FY'18 FY'19 FY'20 FY'18 FY'19 FY'20

Branded Products Comps

Annheuser-Busch InBev BUD 96.3$ 187,713$ 54,619$ 55,110$ 56,410$ 3.4x 3.4x 3.4x

Constellation Brands STZ 205.1$ 39,292$ 7,585$ 8,116$ 7,910$ 5.2x 4.8x 4.8x

Molson Coors Brewing TAP 56.3$ 12,190$ 10,770$ 10,600$ 10,600$ 1.1x 1.2x 1.2x

Phillip Morris International PM 71.2$ 111,008$ 29,625$ 29,940$ 31,410$ 3.7x 3.7x 3.7x

Altria Group MO 40.8$ 74,893$ 19,627$ 19,810$ 20,020$ 3.8x 3.8x 3.8x

Median 74,893 19,627 19,810 20,020 3.7x 3.7x 3.7x

* Market Data as of 09/20/2019 per Yahoo finance, USDm except stock price, converted at 1.32703 USD/CAD FX rate

For illustrative purposes only. There is no assurance that actual investments will follow the anticipated subsector allocation.


ConcentratesTechnology▪ Compliance software▪ Delivery services▪ Tax software▪ POS systems▪ Mobile applications▪ CRM tools

Biotechnology▪ Testing labs▪ Agriculture science▪ Medicinal applications▪ Synthetic cannabinoids

Business Services▪ Data analytics▪ HR and payroll

solutions▪ Legal services▪ POS advertising▪ Packaging

Edibles Dispensaries Cultivators

Capital EquipmentBeverages Vaporizers



Ancillary businesses have less regulatory risk than plant-touching businesses do. (i)Dispensaries 3,500 – 4,500

Cultivators 4,500 – 5,500

Infused Products 2,000 – 3,000

Testing Labs 100 - 200

Ancillary Services 15,000 – 20,000

Plant-Touching Total 10,000 – 13,000

Industry Total 25,000 – 33,000

Source: The Marijuana Business Factbook 2018

Estimated number of cannabis

businesses in the U.S. 2018

Ancillary businesses can conduct business across state lines, while plant-touching businesses cannot. (ii)

Section 280e of the U.S. tax code bars businesses that sell scheduled substances from taking deductions beyond the COGS. (iii)

Effect of Section 280E

Ancillary Plant-Touching

Gross Revenue 1,000,000$ 1,000,000$

Cost of Goods Sold 650,000$ 650,000$

Gross Income 350,000$ 350,000$

Deductible Operating Expenses 200,000$ -$

Operating Income 150,000$ 150,000$

Taxable Income 150,000$ 350,000$

Tax (30%) 45,000$ 105,000$

Effective Tax Rate 30.0% 70.0%

Net Income 105,000$ 45,000$

Net Income Margin 10.5% 4.5%

Source: KEY Investment Partners, 2019


Business Type

Generally, ancillary businesses have lower start-up costs and are more scalable than plant-touching businesses.(iv)

The price of flower declines sharply as state markets mature, which makes cultivation and dispensary investments unattractive in the long term.(v)

• Market research company providing CPG clients with consumer, shopper and retail market intelligence

• Exit: Acquired by PE firm Vestar for 16x+ EBITDA1

• Global provider of human resources management software and services

• Exit: IPO’d in 1961, $71bn market cap as of Sep 2019

• Outsourced digital product engineering services and Agile software development to global brands

• Exit: Acquired by PE firm Partners Group for $2.0bn+

• Hybrid packaging company supplying wholesale bottles, containers, innovative design, and supply chain services

• Exit: Acquired by PE firm Oak Hill for $1.43bn

• Market research company providing clients with cannabis & CBD consumer, shopper and retail market intelligence

• Anticipated exit: Strategic acquirer (e.g. IRi)

• Provider of human resources management software and services for cannabis companies

• Anticipated exit: Strategic acquirer (e.g. ADP)

• Provides technical, scientific, operating and management services for the extraction of cannabis oil for use in edibles

• Anticipated exit: Strategic acquirer (e.g. MSO3)

• Sells child-proof packaging, containers, and other ancillary products for the cannabis industry

• Anticipated exit: Strategic acquirer (e.g. Berlin Packaging)

For illustrative purposes only. There is no assurance that similar investments will be made.

1 Source: Moody’s, KEY estimates. 2 Multi-state Operator. 3 Fundraise led by consortium of four private equity firms.


• One of the largest outdoor advertising companies with over 450,000 displays in 31 countries

• Exit: Acquired by Bain Capital in 2006 for $18.7bn

• A content driven television network located at the point of sale in dispensaries which broadcasts real-time ads

• Anticipated exit: Strategic acquirer (e.g. Clear Channel)

Sector: Data Aggregation and Analytics

Fundraising Round: Series C

Capital Raise: $10mn

KEY Investment Participation: Lead investor + board of director seat

Funding Date: August 2019

Deal Sourcing: Proactive approach, first outside investor presented with deal

✓ Marquee brand name: Most frequently cited source of cannabis market projections

✓ Stable, contractual-based revenues: Including c. 2/3 of the largest cannabis brands and blue-chip

customers from alcohol, tobacco, pharmaceuticals and agriculture

✓ Partnership with IRi: BDSA recently announced an exclusive partnership with IRi, which increases

revenues today and provides visibility into a possible exit scenario

❖ Customer attrition due to bankruptcy and consolidation: BDSA loses customers today as a result of

the industry’s nascency as companies merge or go out of business

❖ Competitive offerings: Headset provides similar analytical capabilities and could steal market

share from BDS

❖ Data privacy and security: Customer privacy and data integrity is critical, leaving BDSA subject to

data privacy & cybersecurity risk

BDSA is the market leading cannabis data aggregation and analytics firm. BDSA provides subscription-based data and analytics services for the cannabis industry. The company operates through

three business lines: GreenEdge™ Retail Sales Tracking, Consumer Insights and Industry Intelligence. GreenEdge™ RTS is responsible for most of the recurring revenue while Consumer Insights and

Industry Intelligence augment revenues and generate most inbound sales leads.


Past performance is not indicative of future results. For illustrative purposes only. There is no assurance that similar investments will be made.

“A few major opportunities, clearly recognizable as such, will usually come along to one who

continuously searches and waits, with a curious mind that loves diagnosis involving multiple variables.

And then all that is required is a willingness to bet heavily when the odds are extremely favorable,

using resources available as a result of prudence and patience in the past.”


For illustrative purposes only. Source: Poor Charlie’s Almanack.

• Tobacco smoking deaths: 480K Americans per year (41K second-hand smoke)1

• Alcohol-related deaths: 88K Americans per year2

• Marijuana: non-toxic, non-addictive, cannot cause death by overdose3

• 100 million Americans have used marijuana, 25 million smoked in the past year4

• 600k annual marijuana arrests, more marijuana-related arrests than all violent crimes combined5

• Of 8.2 million marijuana arrests (2001-2010), 88% were for possession only6

• African Americans arrested ~3.7x the rate of whites despite similar consumption rates6

• U.S. incarceration rates 5-10x W. European nations7

• Marijuana enforcement costs taxpayers ~$20 billion annually8

• The FDA approved and the DEA rescheduled CBD-based drugs for treatment of epilepsy9

• Reduced rates of opioid use and abuse associated with cannabis access10

• Valuable treatment in pain relief, nausea, spasticity, glaucoma, and movement disorders11

• Emerging research suggests marijuana may protect against some malignant tumors12

• Medical research remains highly restricted due to “Schedule 1 drug” classification13

• Produces a much higher yield than substitutes (e.g. cotton) and requires few pesticides14

• 98% of the DEA destroyed marijuana actually hemp (contains <1% THC) 15

• Applications include paper, cloth, fuel and composite materials16


For illustrative purposes only. Note: Footnotes follow on subsequent page.

1 U.S. Department of Health and Human Services (2014); The Health Consequences of Smoking—50 Years of Progress: A Report of the Surgeon General. Atlanta: U.S. Department of Health and Human Services, Centers for Disease Control and Prevention, National Center for Chronic Disease Prevention and Health Promotion, Office on Smoking and Health. https://www.surgeongeneral.gov/library/reports/50-years-of-progress/full-report.pdf.

2 Centers for Disease Control and Prevention (CDC); Alcohol and Public Health: Alcohol-Related Disease Impact (ARDI). Average for United States 2006–2010 Alcohol-Attributable Deaths Due to Excessive Alcohol Use. https://nccd.cdc.gov/DPH_ARDI/Default/Report.aspx?T=AAM&P=f6d7eda7-036e-4553-9968-9b17ffad620e&R=d7a9b303-48e9-4440-bf47-070a4827e1fd&M=8E1C5233-5640-4EE8-9247-1ECA7DA325B9&F=&D=.

3 World Health Organization (6-10 November 2017); Cannabidiol (CBD) Pre-Review Report: Expert Committee on Drug Dependence. Thirty-ninth Meeting, Geneva. http://www.who.int/medicines/access/controlled-substances/5.2_CBD.pdf

4 National Survey on Drug Use and Health; National Household Survey on Drug Abuse; Substance Abuse and Mental Health Services Administration (SAMHSA), Department of Health and Human Services.

5 Federal Bureau of Investigation (2016); 2016 Crime in the United States. https://ucr.fbi.gov/crime-in-the-u.s/2016/crime-in-the-u.s.-2016/cius-2016/topic-pages/persons-arrested?55.

6 American Civil Liberties Union (2013); The War on Marijuana in Black and White: Billions of Dollars Wasted on Racially Biased Arrests. https://www.aclu.org/files/assets/aclu-thewaronmarijuana-rel2.pdf.

7 The National Research Council (2014); The Growth of Incarceration in the United States: Exploring Causes and Consequences. https://johnjay.jjay.cuny.edu/nrc/NAS_report_on_incarceration.pdf.

8 Miron, J. and Waldock, K (2010); The Budgetary Impact of Ending Drug Prohibition. https://object.cato.org/sites/cato.org/files/pubs/pdf/DrugProhibitionWP.pdf.

9 U.S. Food & Drug Administration. FDA approves first drug comprised of an active ingredient derived from marijuana to treat rare, severe forms of epilepsy. https://www.fda.gov/newsevents/newsroom/pressannouncements/ucm611046.htm.

10 Liang, D., Bao, Y., Wallace, M., Grant, I., and Shi, Y. (2018); Medical Cannabis Legalization and Opioid Prescriptions: Evidence on US Medicaid Enrollees during 1993–2014. Addiction, https://doi.org/10.1111/add.14382.

11 NSW (New South Wales) Working Party on the Use of Cannabis for Medicinal Purposes (2000); Report of the Working Party on the Use of Cannabis for Medical Purposes. Sydney: Parliament House; J. Joy et al (1999); Marijuana and Medicine: Assessing the Science Base. Washington, DC: National Academy Press; House of Lords Select Committee on Science and Technology (1998); Ninth Report. Cannabis: The Scientific and Medical Evidence. London: The Stationary Office; J. Morgan and L. Zimmer (1997); Marijuana Myths, Marijuana Facts: A Review of the Scientific Evidence. New York: Lindesmith Center; Grinspoon and Bakalar (1997); Marihuana the Forbidden Medicine.

12 I. Galve-Roperph et al (2000); Antitumoral Action of Cannabinoids: Involvement of Sustained Ceramide Accumulation of ERK Activation. Nature Medicine 6: 313-319.

13 Kaiser Health Network (2018); Medical Marijuana's 'Catch-22': Limits On Research Hinder Patient Relief. https://www.npr.org/sections/health-shots/2018/04/07/600209754/medical-marijuanas-catch-22-limits-on-research-hinders-patient-relief.

14 Cherney, J. and Small, E. (2016); Industrial Hemp in North America: Production, Politics and Potential. http://www.mdpi.com/2073-4395/6/4/58/pdf.

15 Drug Enforcement Agency (2006); Sourcebook of Criminal Justice Statistics. http://www.albany.edu/sourcebook/pdf/t4382005.pdf.

16 Reason Foundation (2008); Illegally Green: Environmental Costs of Hemp Prohibition. https://reason.org/wp-content/uploads/files/1030ae0323a3140ecf531bd473632b57.pdf
