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    IBUS6015: INNOVATION AND ENTERPRISE: SPECIAL PROJECT

    RESEARCH PAPER

    Infrastructure funds and the

    macroeconomic drivers ofentrepreneurial assetpackaging:

    the Australian experience

    Matthew Bright

    Presented to the Faculty of Economics and Business

    in partial fulfilment for the requirements of aMaster of Commerce degree by coursework

    The University of Sydney

    Sydney, AustraliaJanuary 2008

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    Introduction

    Infrastructure funds are today a prominent part of an emerging asset class in global financial

    markets in both established and emerging economies. In the fifteen months to July 2007, seventy

    two new infrastructure funds raised US$120 billion of capital commitments globally (Orr, 2007).

    These funds operate on sector-specific or diversified investment mandates and are managed by

    asset managers, private equity fund managers or large investment banks undertaking proprietary

    investments through dedicated business units.

    Such fund raisings are indicative of financiers desire to invest in the infrastructure space, where

    there was earlier estimated to be an $8.5 trillion backlog of infrastructure worldwide to be

    delivered by 2010 (Faye and Tito, 2003) and a $1.6 trillion backlog in the United States alone

    (Orr, 2006 and RREEF, 2006), with extensive opportunities for private sector participation.

    World Bank estimates have previously valued the worlds infrastructure stock at US$17 trillion

    (UBS, 2006), including listed, unlisted, private and state-owned assets.

    In order to understand the fund raisings and transactional activities of infrastructure funds in the

    current investment climate, it is pertinent to examine the origin of the infrastructure fund model,

    the macroeconomic and supply/demand factors which spawned its inception in Australia in the

    1990s where the first infrastructure fund was conceived, developed and exploited. Australia is

    one of the most mature markets for infrastructure in the world, with the asset privatisations

    which took place in the 1990s having spawned an enduring investment phenomenon.

    This paper analyses the macroeconomic factors which enabled the entrepreneurial proprietary

    innovation by listed infrastructure funds (and their parent companies) between December 1996

    and December 2006 by the managers of two of the seven pioneering funds identified by the

    Collaboratory for Research on Global Projects, Stanford University (Orr, 2007), including

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    Macquarie Bank Limiteds Infrastructure and Specialist Funds (ISF) business unit (a first

    mover); and Babcock and Brown Limited, an asset manager (a fast follower). These investment

    firms are the two dominant, domestically-headquartered, globally-active players in the

    infrastructure funds business which undertake proprietary investments in infrastructure assets

    and securitise these assets through their infrastructure fund vehicles.

    Existing academic literature on infrastructure funds centres on issues such as the significance of

    infrastructure in investment portfolios (Peng and Newell, 2007); and the political economy

    considerations associated with privatisation, public private partnerships (PPPs) and securitisation

    (Jeferris and Stillwell, 2007); whilst extended media coverage has dwelled on controversial

    microeconomic considerations associated with infrastructure funds such as fair value accounting

    methodology, fee structures, capital structure, sustainability (Chancellor 2007, Haigh, 2007 and

    Maclean, 2007). Analysis has thus far neglected to examine the macroeconomic climate which

    facilitated the entrepreneurial opportunity to capitalise on the transition from public assets to

    private ownership and transferral to shareholder ownership.

    In 1996, a triad of macroeconomic trends including low inflation, constant bond yields and

    upward domestic equity markets momentum, coupled with the Australian Governments policy

    revision towards infrastructure ownership and development facilitated Schumpeterian creative

    destruction by Australian investment banks and spawned the birth of infrastructure as a discrete,

    alternative asset class.

    Analysis in this paper is directed towards how macroeconomic phenomena impacted the original

    inception and subsequent performance of infrastructure funds from December 1996 to December

    2006 in Australia, one of the most mature infrastructure markets in the world. A typical

    invention/innovation/diffusion process occurs in this period, where the innovating operator of

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    infrastructure funds, Macquarie Bank, conceives and exploits the infrastructure fund model,

    commencing with Macquarie Infrastructure Group in 1996, and achieves temporary market

    power until Babcock and Brown copies and enters the market for listed infrastructure funds in

    2004.

    The paper begins with a description of the methodology used in research. The early sections of

    the paper consider infrastructure as an asset class, the investment opportunity and the Australian

    experience. The body of the paper considers the macroeconomics of infrastructure in Australia

    and corporate entrepreneurs decisions in this climate. An appendix offers a broad business

    overview of the asset packaging business.

    Methodology

    Analysis is conducted in two parts. Firstly, qualitative analysis examines the characteristics of

    the infrastructure asset class (with a brief explanation of the asset business also included at

    Appendix A). Second, quantitative analysis surveys the macroeconomic climate and how

    individual variables collectively influence the inception of infrastructure funds and corporate

    activity and affect their performance over a ten-year period. Primary analysis centres on the

    period of December 1996 to December 2006, with secondary analysis examining

    macroeconomic trends for the immediate earlier corresponding period prior to the inception of

    the first infrastructure fund.

    Quantitative research is orientated towards the analysis of the interaction between

    macroeconomic variables including Australian Government 10 year bond yields, inflation,

    interest rates, equity market movements, with company decisions including listed infrastructure

    fund capital raisings and stock market listings and corporate activity by these funds and their

    parent companies.

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    Observing the interaction of macroeconomic variables with corporate decisions in the period of

    infrastructure fund innovation (and relative to the prior corresponding period) gives an insight

    into the decision-making of entrepreneurs in a sequential multi-period setting. It is important to

    examine the initial macroeconomic setting which facilitated the entrepreneurial opportunity, its

    growth prospects and subsequent innovations.

    Australia is selected as the case study as it is the market where the innovation occurred, now one

    of the most mature markets for infrastructure investment in the world (alongside Canada and the

    United Kingdom) and the global headquarters for the two most prominent investment firms

    active in global infrastructure investment, Macquarie Bank and Babcock and Brown Limited.

    The business environment has undergone significant changes since infrastructure privatisation in

    the 1990s with the inception and operation of multiple infrastructure funds.

    1. InfrastructureThe infrastructure fund

    The infrastructure fund was a new-to-the-world product, an invention that created an entirely

    new market of primary demand, leveraging firm strengths into a new activity centre in a

    greenfields market. Typically, in greenfields market identification, firms look for emerging

    trends and develop a fringe market through product and process innovation to orientate the

    product to markets with the goal of market dominance and the objective of market leadership at

    product inception. The innovator undertakes a first-to-market strategy of leveraged creativity -

    using the firms existing strengths and brainstorming creative applications to arrive at new

    products. Future products which are developed are adaptive products the firm takes its own

    product and improves it in some way, with declining cumulative expenditures curve in product

    development.

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    The asset class

    Infrastructure is the fixed wealth of nations (Orr 2005). Infrastructure assets are the physical

    structures and networks which provide the essential services required by societies and economies

    to function. Infrastructure is divisible into two categories: economic and social infrastructure.

    The unique attributes of various industry segments vary by their asset cash flow structures and

    life cycles. Economic infrastructure includes user-pays services in sectors such as transport (toll

    roads, bridges, tunnels, sea ports, airports, rail and ferries), energy and utilities (gas distribution

    and storage, electricity distribution and generation, waste collection and processing, water

    treatment and distribution, renewable energy), communications (satellite systems and cable

    networks) and specialty sectors (car parks and storage facilities) (CFS 2006, RREEF 2005,

    RREEF2006). It is estimated that 70% of Australias infrastructure is economic infrastructure

    and 30% is social infrastructure (Senate). Social infrastructure includes state-pays services in

    sectors such as healthcare (hospitals, aged care), education (schools), housing (affordable

    housing) and judicial and correctional facilities (courts and prisons). Transactional activity in

    economic infrastructure may occur by way of acquisition, trade sale, privatisation, development

    and construction or joint venture. Transactional activity in social infrastructure generally occurs

    through public private partnerships as Governments opt to retain control of core clinical and

    social services in line with public policy (CFS 2006, RREEF 2005, RREEF2006).

    The investment opportunity

    In broad economic terms, infrastructure assets exhibit low volatility; possess cyclical immunity;

    and hold monopoly, duopoly or oligopoly positions with sufficiently prohibitive barriers to entry,

    inelastic demand and non-rivalrous characteristics (Orr 2005, Peng 2007, RREEF 2007, CFS

    2006). Attractive considerations include counter-cyclical demand strength and population

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    growth; captive customer bases; stable, predictable inflation-linked revenue streams with growth;

    low operating risk and require low capital expenditure; low correlation of returns with other asset

    classes; and investment lifecycles compatible with pension funds seeking long-term investments

    to match their long duration liabilities. (Orr 2005, Peng 2007, RREEF 2007, CFS 2006).

    Infrastructure investors seek stable earnings from essential goods and services, portfolio

    diversification, investment in an asset class with low correlation to price fluctuations in other

    asset classes and a tax effective income stream with tax deferred components (ASX 2006). These

    characteristics are strongly appealing to institutional investors seeking conservative growth with

    low investment risk. Pension funds in particular see the infrastructure asset class as a substitute

    for long-duration fixed income (Orr, 2005). In 2006, $8 billion of infrastructure investment in

    Australia accounted for approximately 2% of the countrys $900 billion in superannuation (Peng

    2007). By 2012, infrastructure investment is expected to increase to $65 billion 5% of total

    superannuation fund assets (Peng, 2007 and Nielson, 2005).The infrastructure asset class is susceptible to systematic risks, such as in (i) credit market

    contractions which may cause reduced access to debt for infrastructure financiers/operators; and

    (ii) increases in bond yields, where investors exit infrastructure assets for bond investments as

    the risk premium increases under such scenarios. Non-systematic risk includes (i) interest rate

    risk for asset/operational financing and refinancing; (ii) operational risk in adjacent businesses

    subject to cyclicality (such as airline risk on airport revenues); and (iii) changes in regulatory

    policy on regulated utilities (RREEF 2006, ASX 2006).

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    2. The Australian Infrastructure Market: a Case StudyEnvironmental Overview

    In the 1990s in Australia changes occurred in the role of Governments in the provision of

    infrastructure with trends shifting towards Government facilitating the private sector provision of

    infrastructure by way of partnership (House of Representatives, 2003). The infrastructure

    investment opportunity for private sector operators in Australia originated in (1) the privatisation

    of Government trading entities in the 1990s, owing to microeconomic reform policy to use the

    proceeds of asset sales to retire outstanding Government debt and to incentivise private

    companies to operate these entities with higher service standards and competitive pricing for

    end-users (CFS 2006); and (2) the entry into public private partnerships with private sector

    consortia to engage private business efficiencies for the delivery of public infrastructure. The

    scale of privatisation in Australia undertaken between 1990 and 1997 was second only in dollar

    value to the United Kingdom (the most advanced market for privatization) in that period (RBA,

    1997).

    Profitable investment opportunities in the mature Australian infrastructure market have existed

    since the privatisation period. The UBS Australia Infrastructure Index (a sub-index of the

    S&P/UBS Infrastructure and Utilities Index, the benchmark industry index) reports returns of

    20.2% (annualised returns) over ten years, 30.2% over five years, 28.4% over three years and

    32.2% over one year for Australian infrastructure versus returns for UBS Global Infrastructure of

    13.8% over ten years, 29.5% over five years, 29.5% over three years and 26.7% over one year.

    The transition to investable assets

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    Infrastructures supply-side problem emanated from the fiscal constraints on Government which

    had led to underinvestment in infrastructure maintenance, renewal and development, persisting

    against unsatiated end-user demand for essential services. The origin of infrastructure as a

    distinct asset class transpired from opportunistic private sector financiers and infrastructure

    operators exploiting this supply/demand imbalance through structural innovations of the

    infrastructure fund and through the placement of cash inflows from superannuation funds

    seeking stable, long-yielding investment opportunities.

    Supply of investment opportunities for financiers and their co-investors is dependent on

    Governments willingness to privatise assets and to enter into Public Private Partnerships (Orr

    2007, RREEF 2006, ASX 2006). Presently, the domestic market for infrastructure investments

    has reached a level of maturity where demand now outstrips supply for infrastructure assets.

    Infrastructure funds

    The infrastructure funds analysed in this paper are indicative of infrastructure funds commonly

    operating in Australia with global investment mandates. Macquarie Infrastructure Group (MIG)

    develops and manages toll roads around the world. Macquarie Airports (MAp) is one of the

    worlds largest private airport owner-operators. Babcock and Brown Infrastructure (BBI)

    acquires and manages diversified infrastructure assets globally, across three asset sub classes:

    energy distribution and transmission, transport infrastructure and power generation. Babcock and

    Brown Wind Partners (BBW) is a globally diversified listed stapled entity investing in wind

    energy generation assets. Macquarie Bank Limited is a diversified full-service investment bank,

    whilst Babcock and Brown Limited is a specialised infrastructure and real estate asset manager.

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    listed vehicle market capitalisation growth and lower fee structure scrutiny (Merrill Lynch,

    2006).

    Data Sources and Analysis

    Analysis is conducted using Australian macroeconomic data for December 1996 to December

    2006 (the sample period). The chronological logic for this sample period is that Macquarie Bank

    lists its first infrastructure fund, Macquarie Infrastructure Group, on the Australian Stock

    Exchange in December 1996, with ten years providing a logical sample period for organic and

    bolt-on growth and the entry of and Babcock and Brown as a competitor in the infrastructure

    fund market in October 2005.

    Data sources include inflation and interest rates from The Reserve Bank of Australia (RBA);

    superannuation statistics from the Australian Bureau of Statistics (ABS) and Australian

    Prudential Regulatory Authority (APRA); share prices and associated information from the

    Australian Stock Exchange (ASX); and indices from UBS Australia.

    Pre-Macquarie Infrastructure Group listing - the immediate prior corresponding period from

    January 1990 to December 2006

    Based on what would be in future treated as the macroeconomic drivers of the infrastructure

    asset class, December 1996 was an opportune time for a macroeconomic-interpretive

    entrepreneur to list the first infrastructure fund on the ASX. As Australia came out of recession

    in the 1990s, RBA monetary policy decisions to cut interest rates led to a decline of interest rates

    from 17.5% in January 1990 to 6.5% in December 1994, the point at which Macquarie

    Infrastructure Group listed on the ASX (Figure 1.1). During this same period, 10-year Australian

    Government bond yields decreased from 12.8% in January of 1990 to 7.7% in December 1996

    (Figure 1.1) as a result of asset privatisations (all classes) being used to retire debt (RBA). The

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    RBA consumer price inflation rate (all groups) decreased from 8.6 points in March 1990 to 1.5

    points in December 1996 (Figure 1.2). Against this economic picture of low interest rates, lower

    bond yields and low inflation, the S&P/ASX200 Total Return Index increased from 6,304 points

    in January 1990 to 9,858.9 points in December 1996.

    The activities and performance of the selected infrastructure funds and their parent companies

    from the sample period based on the corresponding macroeconomic climate

    If the infrastructure funds business is as reliant on macroeconomic factors as suggested and

    corporate directors are interpretative of domestic macroeconomic indicators in decision-making,

    there should be some logical correlation between company decisions and macroeconomic

    movements. Decisions made by Macquarie Bank Limited and two of its infrastructure funds,

    Macquarie Infrastructure Group and Macquarie Airports were examined for the period of

    December 1996 to December 2006; and by Babcock and Brown Limited and two of its

    infrastructure funds, Babcock and Brown Infrastructure and Babcock for the period of July 2005

    to December 1996 and Brown Wind Partners for the period of September 2004 to December

    2006.

    The most significant macroeconomic movements over the sample period include 10-year

    Government bond yield dropping from a high for the period of 7.37% in December 1996 to a low

    for the period of 5.1% in December 1998; interest rates declining from 6% in December 1996 to

    then reach a high for the period of 6.25% in August 2000, with a decline to 4.25% by December

    2001, to close out the period again on a high of 6.25%; inflation remaining relatively constant

    save for a high of approximately 6% from September 2000 to June 2001; and the S&P/ASX200

    Total Return Index showing sustained equity market momentum, ascending from 10,000 points

    at December 1996 to reach 35,000 points at December 2006.

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    Corporate announcements show that the parent companies for infrastructure funds, Macquarie

    Bank Limited and Babcock and Brown Limited elect to undertake capital structure changes,

    capital raisings and infrastructure fund raisings between mid-to-late-2000 to late-2001, where in

    the macroeconomic climate there is a marked decrease in interest rates from 6.25% in August

    2000 to 4.25% in December 2001, a marked decrease in inflation from 6.1% in September 2000

    to 2.5% in September 2001 and a decrease in bond yields from 6.28% in August 2000 to 5.21%

    in October 2001 (with some volatility in yields in between). During this period MBL completes

    the fund raising for Macquarie Airports Group (the unlisted predecessor to MAp) and undertakes

    a parent company capital raising; whilst MIG undertakes a change in capital structure (adding a

    Bermuda-based third arm to its staple security), makes two significant acquisitions and

    completes a large placement.

    The most significant period for corporate activity within the sample space occurs between

    November 2003 and May 2006, where in a period of constant low inflation, interest rates and 10-

    year bond yields both hover between 5% and 6%. Corresponding to this, the S&P/ASX200 Total

    Return Index rises from 17,126 points in November 2003 to 29,776 points in May 2006, the

    fastest growing period for the sample. In this period, there is substantial domestic infrastructure

    fund activity from MBL (one new infrastructure fund raising); MIG (two major asset

    refinancings, a large placement and asset demerger); and MAp (two placements and the

    acquisition of Sydney airport). At this time BNB enters the market (raising capital for 4 new

    infrastructure funds); with the backdoor listing of BBI (formerly Prime Infrastructure,

    conducting two domestic acquisitions and a capital raising); and the listing of BBW (acquiring

    three domestic wind farms and conducting a capital raising). There is also extensive international

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    activity, from all parties, however, this is not analysed given that international macroeconomic

    factors also impact corporate decision-making in this capacity.

    The most constant period for all key macroeconomic indicators for the period is from October

    2002 to August 2003, where a significant number of world events occur, including the Bali

    bombing in October 2002, the SARS outbreak in February 2003, the Iraq war Feb 2003 and the

    Jakarta bombing in August 2003. During this period, Macquarie Bank undertakes several large

    domestic transactions, including the sell down of significant interests in both MIG and MAp and

    the completion of an infrastructure fund IPO.

    The broad performance of listed infrastructure in the sample period

    Expanding the start of the sample space to the commencement of the 1997 financial year in July

    2006 to the end of the 2006 financial year in July 2006 (Australian financial years are dissimilar

    to calendar years), it is notable that the number of listed infrastructure entities grew from four in

    July 1996 to 20 in June 2006 with market capitalisation growing from below $1 billion in July

    1996 to in excess of $20 billion in June 2006 (Colonial, 2006). Over this period, listed

    infrastructure funds show a higher correlation with 10-year Australian Government bond yields

    than unlisted infrastructure funds, with the former exhibiting an R2 measure of 0.46 and a higher

    correlation of -0.68 and the latter an R2of 0.08 and a lower correlation of -0.28 (Colonial, 2006).

    Colonial explains the negative correlation as being a result of the long-term bond rate being

    typically imbedded in the discount rate used to value infrastructure businesses, where holding all

    else constant, if the bond rate rises, the discount rate applied to valuing the businesses will fall

    and the resulting net present value (NPV) of the businesses will fall as a consequence.

    Using a correlation matrix for Australian asset classes for the sample period (rolling annual

    nominal total returns on monthly resets) show that listed infrastructure (using the UBS

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    Infrastructure and Utilities index as a proxy) has a strong positive correlation of 0.23 to equities,

    0.33 to REITs and 0.50 to bonds (Colonial, 2006).

    At a risk-free rate of 5.9%, listed infrastructure for the sample period exhibits a Sharpe Ratio of

    1.5 (a measure of a reward-variability ratio), on par with other major asset classes including

    equities, REITs and direct property. At a 0% risk-free rate, listed infrastructure for the sample

    period exhibits a lower Sharpe Ratio of 1.1, substantially higher than equities, but only slightly

    higher than REITs and direct property (Colonial).

    Superannuation

    Corresponding to the trend toward infrastructure investment over this period, superannuation

    fund managers allocation to the asset class played an important part as superannuation earnings

    during this period became and increasing important part of Australias income mix, with

    superannuation assets as a proportion of GDP growing from 37.9% in June 1996 to 98.8% in

    June 2006, based broadly on public policy outcomes from a Government-mandated compulsory

    superannuation contribution of 9% of employees salaries. In the ten years from June 1996 to

    June 2006, Australian superannuation assets nearly quadrupled from $245 billion to $912 billion

    (APRA, 2007) with an industry average rate of asset growth of 14 per cent (based on improved

    contributions and increased investment earnings), representing strong real growth in a period of

    low inflation.

    It is difficult to estimate the amount of superannuation contributions to the infrastructure asset

    class and infrastructure funds in particular over this period. Estimates of infrastructure

    investment by superannuation funds were estimated at 2 per cent of total fund assets in 2002 at

    $8 billion, with projections that by 2012, $65 billion or about 5 per cent of projected

    superannuation assets would be invested in infrastructure (Nielson, 2003). Nielson notes

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    Appendix A: Infrastructure funds a business overview

    Financial Sponsors

    At the company level, infrastructure funds are operated by two types of firms: financial sponsors

    and industry players, the latter of which whose infrastructure funds generally house their

    company assets for transparent valuations, with funds being managed by a parent entity.

    Infrastructure funds may be listed or unlisted vehicles. Listed infrastructure funds can provide

    the upside of greater liquidity and performance benchmarking and the downside of a lower risk-

    adjusted return, given significantly higher volatility, and a higher correlation with public

    equities. Unlisted infrastructure can offer a higher, risk-adjusted return due to lower volatility

    and low correlation with equity and bond markets, with the downside of illiquidity and

    potentially longer-term cash flow realization. Comparable to industry funds, the 72 financial

    sponsor-managed funds raised in the fifteen months to July 2007 have raised US$120 billion and

    have significantly greater buying power than listed infrastructure funds operated by industry

    players estimated to have only $40 billion to invest in infrastructure (Orr, 2005).

    Fund platforms

    Typically, a financial sponsor operating an infrastructure fund will manage a portfolio of

    infrastructure funds. Sponsors managing an infrastructure fund platform draw on parent company

    human and capital resources and relationships to source and acquire attractive infrastructure

    assets from willing vendors at or below implied fair values; to structure these transactions

    effectively from financial, legal and tax perspectives; and the operational capabilities to manage

    these infrastructure assets so as to deliver value for investors. The business model is based on an

    asset manager (or an investment bank with asset management capabilities) raising public capital

    through discrete listed or unlisted infrastructure fund vehicles to finance the acquisition of

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    infrastructure assets by way of private equity-style investment with public finances. The sponsor

    then uses its resources and capabilities (or those of one of its divisional business units) to manage

    the ongoing operation of its infrastructure funds in exchange for trailing management and

    performance fees.

    Corporate Entrepreneurship

    As a study in corporate entrepreneurship, the business models innovation lies in securitising

    assets in an illiquid sector which are inimitable, scarce and non-substitutable and selling units to

    conservative, growth-seeking institutional and retail investors seeking to make liquid

    investments in an illiquid asset class (separating ownership and control).

    The entrepreneurs innovation in process is achieved by deploying the firms human and capital

    resources and its capabilities in financial engineering and asset management as a competitive

    advantage in asset packaging. Sponsors earn Schumpterian (entrepreneurial) rents on their

    structural innovations in packaging infrastructure assets which generate Ricardian (scarcity)

    rents. Investors earn capital growth and income from their investment in funds. The business

    model is based on intangibles including ideas, product creation, technologies, services and

    advanced market understanding. Competitive advantage lies in complex intellectual property

    vested in people and management processes, which is both difficult to imitate and easy for

    successful sponsors to replicate geographically into new markets.

    The model relies on securitising the principals operating assets, separating management from

    ownership and retaining control, raising external capital to fuel growth and maximising

    transactional participation opportunities. The model operates under the concept that a sponsor

    does not need to own its operating assets (only the management rights to them) as they are an

    impediment on the parent companys balance sheet to fast growth, being better dispersed across

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    a large institutional and retail shareholder base who can earn cumulative growth on these assets

    appreciation in value and the dividends payable from their growing cash flows. A sponsor needs

    only to own the management interests to these assets for which in exchange for ongoing

    management and outperformance fees it provides its companys management expertise in their

    finance, operation, management and maintenance. The sponsor, using its proprietary resources,

    can maximize profit for itself through appreciations in asset ownership, transaction advisory fees

    and ongoing management/advisory fees from managed funds and for investors through their

    participation as asset owners in managed funds, receiving dividends and capital gains.

    At a transactional level, sponsors typically earn upfront underwriting fees from launching the

    infrastructure fund from their own balance sheet onto the equity markets; and advisory fees for

    utilising their financial advisory resources (providing mergers and acquisitions advice, deal

    structuring and financial arrangements). In return for delivering value for investors under this

    model, sponsors earn base management fees, linked to equity under management (EUM) or

    assets under management (AUM) (generally uncapped, offering unlimited upside) and

    performance fees when the fund outperforms its prescribed benchmark, which are assessed on a

    particular date (again, uncapped).

    Transaction Structures

    A typical transaction may occur by way of the following process. Firstly, the principal uses its

    deal-making capability to source appropriate infrastructure asset/s to acquire (typically with

    stable cash flows and generally with monopoly positions or favourable long-term contracts). The

    principal then acts as its own investment banker, employing its corporate advisory and financial

    engineering skills to structure and execute the transaction. Financial completion is achieved by

    drawing down on finances typically from the principals balance sheet (and sometimes that of its

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    co-investors) and raising a large debt component. The principal then, acting as sponsor, transfers

    the asset/s on to its most appropriate infrastructure fund by way of a related-party transaction,

    booking transactional advisory and underwriting fees. The principal integrates the asset/s into its

    portfolio and manages the asset/s on behalf of the fund, receiving base management fees (annuity

    income streams) and performance-based management fees thereafter. If an appropriate vehicle

    does not exist, a separate transaction may take place whereby the principal lists a fund (often

    with a sector-specific mandate) with a collection of seed assets from its parent balance sheet.

    Across the spectrum, the principal acts as a financial adviser, underwriter, broker, fund and asset

    manager and principal. As the prominent example, Macquarie Bank leverages opportunities

    across IBG for maximum value. For governance purposes, ISF separates its Infrastructure Funds

    business from Macquarie Advisory. The Infrastructure Funds business focuses on active asset

    management, investment evaluation, capital management, legal and compliance, tax and

    accounting, investor and media relations. Macquarie Advisory focuses on sourcing investments

    and deal execution.

    Vehicles and fund structures are similar in principal to private equity investment in that they are

    structured to generally make diverse investments in the sectors within their asset class and to

    mobile capital quickly to take advantage of potential deals. The comparative distinctions

    between private equity funds and infrastructure funds are that: (i) infrastructure sponsors possess

    more diversified infrastructure asset portfolios, whereas private equity sponsors typically possess

    mode diversified sector portfolios overall; (ii) infrastructure funds (and their investors) have

    long-term investment approaches and more conservative equity hurdle rates, whereas private

    equity funds operate under a shorter-term acquire/restructure/exit approach; (iii) sponsor party

    profits in infrastructure funds lie in a fee-generating holding strategy based on asset

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    appreciation, management and outperformance fees, whereas private equity firm profits lie are

    achieved by profits at terminal divestment; and (iv) infrastructure asset vendors are typically

    Government parties divesting assets which provide essential services to society and if such assets

    are regulated, prefer to transfer assets to long-term orientated counterparties.

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    Bibliography

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    20 December 2007 from www.apra.gov.au

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