Investment Opportunity
The portable sanitation industry has developed into a $1.5 billion business, with an estimated 1.4 million portable restrooms in use serviced by a fleet of 9,400 trucks. The toilet units are rented and serviced on scheduled service routes on a weekly (or more frequent) basis if needed. Traditionally, the industry has been highly fragmented due to relatively high capital costs related to growth. By consolidating in this industry, companies can realize higher profitability due to an increase in route density. Employing a "hub-and-spoke" acquisition strategy allows companies to realize higher profitability through increased efficiency of route drivers. The Company will focus on a regional buildup in the Southern California market.

Business Description
Spanky's is a leading provider of portable sanitation services in Southern California, with operations in the San Diego, Riverside and San Bernardino Counties. The Company has a highly fragmented base of customers, including residential and commercial builders, nurseries and local governments. From three dispatch locations, Spanky's operates a large fleet of route trucks responsible for the delivery, weekly servicing and pick-up of the Company's portable sanitation units. By focusing operations in San Diego County, the Company benefits from a high market share, stringent California sanitation regulations that increase the need for portable sanitation services and high building and route density. The Company performs approximately 110 service calls per route per day, which is amongst the highest in the industry in any geographic market area.

Transaction Description
In July 2004, Prometheus acquired a majority interest in Spanky's. The deal was structured with approximately 34% of equity and 66% of debt.

Prometheus arranged a senior term loan with an additional credit line to help finance the acquisition and to provide acquisition and growth capital. In addition, Churchill Capital provided the majority of the subordinated debt, and committed additional subordinated debt to be drawn to fund future add-on acquisitions. The Company currently has a very strong add-on acquisition pipeline.