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Strictly Confidential Acquisition of CHP Portfolio in Mexico from Alpek Investor Presentation – January 2019

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Page 1: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential

Acquisition of CHP Portfolio in Mexico from AlpekInvestor Presentation – January 2019

Page 2: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential

Disclaimer

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The information contained in these materials has been provided by ContourGlobal plc (“the Company”) and has not been independently verified. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. It is not the Company’s intention to provide, and you may not rely on these materials as providing, a complete or comprehensive analysis of the Company’s financial position or prospects. The information and opinions contained in these materials are provided as at the date of this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this presentation or its contents or otherwise arising in connection with this presentation.

Certain statements in this presentation are “forward-looking statements.” All statements other than statements of historical facts included in this presentation, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. These statements involve a number of factors that could cause actual results to differ materially, including, but not limited to, changes in economic, business, social, political and market conditions, success of business and operating initiatives, and changes in the legal and regulatory environment and other government actions. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Any forward-looking statement made during this presentation or in these materials speaks only as of the date on which it is made. The Company assumes no obligation to update or revise any forward-looking statements.

Information contained herein relating to markets, market size, market share, market position, growth rates, penetration rates and other industry data pertaining to the Company’s business is based on the Company’s estimates and is provided solely for illustrative purposes. In many cases, there is no readily available external information to validate market-related analyses and estimates, thus requiring the Company to rely on internal surveys and studies. The Company has also compiled, extracted and reproduced market or other industry data from external sources, including third parties or industry or general publications, for the purposes of its internal surveys and studies. Any such information may be subject to significant uncertainty due to differing definitions of the relevant markets and market segments described.

This presentation contains references to certain non-IFRS financial measures and operating measures. These supplemental measures should not be viewed in isolation or as alternatives to measures of the Company’s financial condition, results of operations or cash flows as presented in accordance with IFRS in its consolidated financial statements. The non-IFRS financial and operating measures used by the Company may differ from, and not be comparable to, similarly titled measures used by other companies. The non-IFRS adjustments for all periods presented are based upon information and assumptions available as of the date of this presentation.

Page 3: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential 3

Alpek CHP Acquisition

Agenda

1. Transaction Rationale & Highlights

2. Progressing our Strategy

3. Asset Overview

4. Financing & Transaction Timetable

5. Key Conclusions

Appendix

Page 4: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential 4

Alpek CHP Acquisition

Presenters

Joseph C. BrandtPresident and Chief Executive Officer

Karl SchnadtExecutive Vice President & Chief Operating Officer

Laurent HulloSenior Vice President & Interim Chief Financial Officer

Alessandra MarinheiroExecutive Vice-President M&A and Business Development LatAm

Page 5: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential

Compelling Transaction RationaleExpansion of our Solutions business into Mexico with the acquisition of Alpek’s CHPs. Accretive transaction fits squarely into our strategic and financial approach to acquisitions

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New, highly efficient combined heat & power

facilities, superior technology

Extension of highly successful Solutions

business

Located in attractive market, favourableregulatory regime

Expected to be within 4-4.5x leverage ratio range

within 12 months of closing

Inside the fence location, multiple products

for industrial partnersAssets

Strategic

Financial

Development opportunity for third CHP plant

High quality long term contracts

Significant EBITDA contribution

Earnings accretive

Amortizing project financing

Credit accretive

Page 6: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential

HighlightsAcquisition of natural-gas fired combined heat & power assets with 518MW of operational capacity at completion, potential for a further 414MW in development

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✓ $724m purchase consideration, plus $77m VAT payment refundable within 12 months

✓ Estimated Adj EBITDA of $110m in first full year of operations

✓ Attractive 6.58x valuation multiple, transaction expected to be earnings and credit accretive

✓ Amortizing USD project financing to be fully underwritten and led by Scotiabank of up to $590 million to be entered into at closing

✓ Alfa Group affiliates are anchor off-takers contributing to 30% of revenues for the next 10 years

✓ Steam supply fully contracted until 2034 for the 104 MW plant and 2038 for the 414MW plant

✓ Over 90% capacity expected to be contracted by closing under PPAs with WAL of c.11 years

✓ Excess power not consumed by Alfa Group affiliates sold to well-known Mexican industrial and commercial off-takers

✓ USD business with predominately USD-linked PPAs with gas cost pass through

✓ Latin America’s second largest power market

✓ Expansion of successful CG Solutions operations providing inside the fence power and steam products for major industrial businesses

✓ Long term competitive position supported by favourable regulatory regime and exemption from acquiring Clean Energy Certificates

1. Pro forma : 2018 HY LTM plus Alpek assets at expected $110m for first full year of operations

Financial

Long-term contracted revenues

Highlights

Page 7: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential 7

Assets Overview104 MW CHP plant located on Alpek’s petrochemical sites in Veracruz

CELCSA - Cosoleacaque, Veracruz

• 104MW of existing operational capacity

• 20 year steam off-take contract since 2014

• Long-term contracts with subsidiaries of the Alfa group and other industrial/ commercial customers

Cosoleacaque PET PlantCELCSA Plant

Page 8: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential 8

Assets Overview414MW CHP plant located on Alpek’s petrochemical site in Tamaulipas

CGA1 - Altamira, Tamaulipas

• 414MW due to enter commercial operations in H1 2019

• Closing conditioned to testing and commissioning. Alpek remains with construction risks.

• Development rights and permits for an additional 414MW adjacent plant

CGA1 PlantCGA1 Plant

Page 9: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential 9

Assets OverviewAltamira plant entering commissioning phase

Photos:

Cooling towers

Main boiler

Overall plant

Page 10: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential

Financing & Transaction Timetable

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Conditions and Expected Timetable to Completion

✓ Class 1 transaction for the purposes of the UK Listing Rules and therefore requires among other conditions the approval of

ContourGlobal shareholders

✓ The Company has secured an irrevocable undertaking from ContourGlobal L.P., who as at 6 January 2019 holds approximately 71%

of the ordinary share capital of the Company

✓ Break fee of approximately 1% of market capitalization at the timing of signing payable by Company if shareholder approval not

obtained by long-stop date

SPA signing, transaction

announcement, financing committed

Publication of Class 1 Circular and notice to

convene general meeting

General Meeting and passing resolution to

approve the transaction

Transaction Completion

January March / April April/May/June

Regulatory approvals

✓ Financed through a combination of amortizing project financing and existing cash on balance sheet

✓ Expected project financing of up to $590m of USD senior secured term loan facility to be underwritten and led by Scotiabank to be

entered into at closing

✓ Limited currency exposure: USD business with predominately USD-linked PPAs, other than small percentage to provide natural

Mexican Pesos hedge for operations

Group leverage

✓ Pro forma consolidated net debt/EBITDA ratio (at constant FX): return to 4 – 4.5x range within 12 months of closing

Financing strategy

Tamaulipas plant starts commercial

operations

Page 11: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential

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16

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23

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French…

Arrubal

Austria Wind

Maritsa

Solutions

Bonaire

Solar Slovakia

Mexican CHP…

Sochagota (4)

Solar Italy

Asa Branca

Hydro Brazil

Inka

Togo

Chapadas…

250MW…

Cap des Biches

Vorotan…

KivuWatt

Long-Term ContractsRemaining life of contracts for ContourGlobal’s portfolio is expected to remain at approximately 12 years with pro-forma revenues expected to be 90% contracted to 2023

Remaining Contracted / Regulated Life by Asset (Years)(2)

Current contracts / regulated revenues

have a weighted average remaining

term of c.12 years(1)

(1) Weighted by Pro Forma Adjusted EBITDA for the year ended December 31, 2017.(2) For assets with multiple PPAs, numbers shown based on midpoint of the expiration dates for such PPAs; data as of 31-Dec-2017.(3) For Mexican CHP, numbers shown based on the weighted average life of contracts expected at closing.

Acquisition will become one of our largest plants

Acquisition

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Spain CSP

French Caribbean

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Page 12: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential

Pro forma

Before

Pro Forma 2018 H1 LTM Adj EBITDAFurther diversification across technology, geography and currency

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50%

10%

40%

59%12%

29%

LatAm

Africa

Europe

LatAm

Africa

Europe

61%19%

14%

4%1%

53%30%

12%

4% 1%

USD

BRL Unhedged

EUR

Other

BRL Hedged to USD

39%

18%

43%

45%

5%

50%

Renewable High efficiency cogenerationThermal

By Technology By Geography By Currency

USD

BRL Unhedged

EUR

Other

BRL Hedged to USD

Page 13: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential

Pro forma

Before

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6%

18%

15%

18%

39%

18%

43%

45%

5%

50%

Renewable

High efficiencycogeneration

Thermal

7%

21%

17%

5%

Fuel Oil

N Gas - CHP

Coal

N Gas - Thermal

Fuel Oil

N Gas - CHP

Coal

N Gas - Thermal

Renewable

High efficiencycogeneration

Thermal

ThermalBy Technology

Pro Forma Group Profile Post AcquisitionHigh efficiency cogeneration will now account for 18% of group pro forma Adj EBITDA

Page 14: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential

Key Conclusions

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✓ Substantial cogeneration capability in Latin America’s 2nd largest power market, long-term competitive position supported by favourable regulatory regime

✓ Platform for growth for Solutions business with major industrial and commercial clientbase

✓ 6.58x EV/ EBITDA multiple; transaction expected to be earnings and credit accretive

✓ Amortizing project financing, expect to return to 4 – 4.5x range within 12 months ofclosing

✓ Another significant step towards achieving ContourGlobal’s growth targets

✓ High efficiency cogeneration technology increasing in prominence in Group

Page 15: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential 15

Appendix

Page 16: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential 16

Regulatory EnvironmentThe assets benefit from the Legado regime, that is not available to new combined cycles or renewable plants, and favorable regulations to highly efficient CHP plants that are qualified as clean technology

• Energy Bank

➢ The bank creates a buffer for planned and unplanned outages and significantly

mitigates the volume and hourly price risks.

➢ Excess energy generated in 12-months periods is stored at "the bank” and could

be "used" in another time during the banking year. At the end of each 12-month

period up to 5% of the balance can be carried forward and the remainder must

be sold to CFE at 85% of the short-term marginal price.

• Reduced T&D Fees➢ Under the Legado regime, generators and off-takers have the benefit of lower

transmission and distribution wheeling fees.

• Clean Energy Certificates

(“CEL”)

➢ Differently than typical combined cycle gas turbine (“CCGT”), cogeneration plants

are considered clean technology under the Mexican regulatory regime and do

not need to purchase clean energy certificates to offset emissions.

• Congestion risk

➢ Legado plants do not pay for “congestion charges”. Under the new regime, users

are responsible to pay for variable transmission charges between the injection

and withdrawal points (difference of nodal prices) corresponding to their

transactions in the MEM.

➢ The CHPs can sell energy in the entire interconnected Mexican territory not being

exposed to congestion risk.

• CENACE Charges ➢ Charges for the system operator are not applicable to Legado plants.

Page 17: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential 17

Technical SpecificationsThermal efficiencies for a CHP plant can exceed 85% and are higher than a typical CCGT plant due to the combined power and heat generation delivering superior efficiency to industrial energy users

Location Cosoleacaque Altamira

Units

COD mm/yy Dec-2014 H1-2019

PPA Weighted Average Life1 # Years 11.7 10.2

Fuel - Natural Gas Natural Gas

Installed Capacity (ISO) MW 104 414

GT Manufacturer - General Electric Siemens

ST Manufacturer - EKOL Siemens

HRSG Manufacturer - Foster Wheeler CERREY

1. Includes the steam supply tenor

Page 18: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential

IR Information

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Contact Point

Ross HawleySVP, Investor Relations

Email: [email protected] [email protected]

Corporate Websitewww.contourglobal.com

Investor Relations www.contourglobal.com/investors

IR Contact

Web Resources

Page 19: Acquisition of CHP Portfolio in Mexico from Alpek...this presentation and are subject to change without notice. Neither the Company nor any of its affiliates, advisors or representatives

Strictly Confidential 19