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0405_0448_IBNA_AD1
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I N V E S T M E N T C L I M A T E I N T H E L A T I N A M E R I C A N P O W E R S E C T O R
I N V E S T M E N T C L I M A T E I N T H E L A T I N A M E R I C A N P O W E R S E C T O R
0405_0448_IBNA_AD1
Key highlights of the North American power sector
Retreat from unsuccessful growth strategies
Year of “cleanup” Focused on core businesses, principally
domestic Strengthened balance sheets
Increasing presence of financial sponsors Excess capital from institutional
investors Institutional investors consider that
investments in utilities could provide more stable returns than those in the stock or bond markets
Earnings stabilized and credit rating downgrades mostly completed The utility and merchant generation
sectors enjoyed improved liquidity and greater access to capital markets
“Back to basics” was credit driven and will not serve as growth strategy going forward
Regulators are being cautious to allow utilities competitive returns
Growth utilities will attract a disproportionate share of new capital Strategics and sponsors positioning for
potential regulatory changes Large European utilities looking for growth Cost driven consolidation
Private equity sponsors will continue to challenge corporate buyers Several sponsors already own assets to
compete on a strategic basis Demonstrated willingness to invest long-
term and wait for developing business fundamentals and regulatory outcomes
2003 recap 2004 market dynamics
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The power M&A market has become more robust with financial sponsors continuing to make meaningful acquisitions
Source: Thompson Financial
Source: Thompson Financial Source: SDC
82,910 87,470
19,120 24,030
2000 2001 2002 2003
171
97 105136
2000 2001 2002 2003
Value of M&A transactions in the North American power sector (US$ mm)
# of M&A transactions in the NorthAmerican power sector
Selected Investments
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0%
50%
100%
150%
200%
250%
300%
Jan-99 Dec-99 Nov-00 Oct-01 Sep-02 Aug-03 Jul-04
UTY
Integrated
Merchant
T&D
Stock prices for utilities have recovered over the last 18 months; however, increasing interest rates could slow this trend
Source: TradelineNote: Integrated: AEP, Cinergy, CMS Energy, Dominion, Duke, DTE Energy, Entergy, Exelon, FirstEnergy, FPL, PG&E, PPL, Progress Energy, Public Service Enterprise Group, Southern Co.,
TXUMerchant: AES, Calpine, Dynegy, El Paso, Reliant Resources, WilliamsT&D: Consolidated Edison, Energy East, Northeast Utilities, NSTAR
Source: Bloomberg
1H 99 2H 99 1H 00 2H 00 1H 01 2H 01 1H 02 2H 02 1H 03 2H 03 1Q 04
Integrated companies
Merchants & traders
T & D
50%
70%
90%
110%
130%
150%
Jan-99 Dec-99 Nov-00 Oct-01 Sep-02 Aug-03 Jul-04
Relative stock price performance (% change)
Year forward price-to-earnings ratio
Source: TradelineU.S. 10-year treasury (% change)
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Key highlights of the European power sector
Limited and volatile demand growth
Natural gas replacing coal as fuel source
Declining reserve margins
Prices making generation uneconomic
Ownership consolidation
Emissions restrictions and CO2
trading
Asset values declining
High number of assets for sale
EU Directive, unbundling and third-party access for transmission assets Limited enforceability mechanisms
Implementation of RAB-based regulation
Transmission bottlenecks
Introduction of third party equity/debt
Equity investors appetite for regulated assets
Restructuring and unbundling
Privatizations
Generation Transmission and distribution
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The Latin American investment environment has significantly improved over the last 18 months
Stock exchange indicesExchange rate
GDP growth (%, annual change)EMBI+ SOT Indices per country
0
2,000
4,000
6,000
8,000
Dec-99 Feb-01 Apr-02 May-03 Jul-04
Argentina Brazil Chile
Colombia Ecuador Peru
75%
200%
325%
450%
Dec-99 Feb-01 Apr-02 May-03 Jul-04
Argentina Brazil Chile
Colombia Ecuador Peru
0100200300400500
Jan-01 Nov-01 Oct-02 Aug-03 Jul-04
Argentina Peru Brazil
Chile Colombia Ecuador
(15)%
(10)%
(5)%
0%
5%
10%
1997—2001 2002 2003E 2004F 2005F
Argentina Brazil Chile
Colombia Ecuador Peru
Source: Global Economic Data as of July 13, 2004
Source: Global Economic Data as of July 13, 2004 Source: JPMorgan research
Source: Global Economic Data as of July 13, 2004
Bps
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Less favorable
More favorable Brazil Mexico Argentina Venezuela Chile Peru Ecuador Bolivia
Credit rating B2/B+ Baa2/BBB- Caa1/SD Caa1/B- Baa1/A Ba3/BB Caa1/CCC+ B3/B-
Regulatory Outlook
Local ECM
Local DCM
Valuation level
Buyers' appetite
Investment environment
The power sector is particularly affected by political uncertainty, social problems and economic volatility
However, investment conditions in the Latin American power sector differ significantly across countries
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Finding the “right” risk/reward balance will continue to be the challenge for power sector players
Argentina84,800 GWh
Brazil342,300 GWh
Chile43,700 GWhPeru
22,000 GWh
Venezuela95,700 Gwh
DR¹5,400 GWh
Panama²3,800 GWh
Colombia45,200 GWh
Mexico160,200 GWh
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
9.0%
10.0%
020040060080010001200
EMBI + SOT (bp)
Ele
ctr
icit
y c
on
su
mp
tio
n
19
95
—2
00
25
CA
GR
(%
)
Country risk versus electricity consumption growth
Source: CIER, SENER, OLADE, ARIAE; electricity consumption data as of 2002; EMBI+ data as of July 14, 20041 DR growth from 1999 to 20022 Panama growth from 1995 to 2001
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6000
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Country/ regulatory risk is the main factor affecting implied multiples across countries
Illustrative comparison based on theoretical company with different domicile Theoretical company Country 1 Country 2 Country 3 Country 4
Sales 100.0 100.0 100.0 100.0
EBITDA 45.0 45.0 45.0 45.0
Depreciation 12.0 12.0 12.0 12.0
= EBIT 33.0 33.0 33.0 33.0
Tax rate 40.0% 17.0% 33.5% 35.0%
Capex 12.0 12.0 12.0 12.0
= FCF 19.8 27.4 21.9 21.5 Fundamental valuation
FCF expected growth1(g) 2.0% 3.0% 3.0% 4.0%
Country risk2 0.0% 1.0% 4.9% 7.1%
Discount rate (WACC)3 7.1% 9.1% 11.5% 13.4%
Firm value: FCFt+1/ (WACC - g) 397 466 265 238 Implied FV/ EBITDA multiple
EBITDA 45 45 45 45 FV/ EBITDA 8.8x 10.3x 5.9x 5.3x
1 JPMorgan estimates for perpetuity growth rates2 SOT over UST103 Calculated based using a 0.8 unlvered beta, 40% debt/total capital. Pre-tax costs of debt calculated using a 100bp spread
over each adjusted risk free rate
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Valuations have gradually recovered driven by the improved external perception of the region and increasing local investor’s appetite
Valuation drivers during 2002 -
2003 Valuation drivers for 2004
Strategic playersfacing liquidity
crisis
Depressedassetprices
Increased country risk/FX volatility
Limited number of
buyers
New strategies focused on domestic markets
Market signaling of plans to reduce emerging market’s exposure
Restructuring of portfolios
Balance sheet impairment through FX and goodwill adjustments
Limited number of M&A transactions due to significant bid/offer price gap
Renewed focus on portfolio optimization strategies
“Wait and See” approach in general
Increasing willingness to take advantage of highly liquid local markets
Optionality approach towards non-core investments with tough exit alternatives
Highly liquid local markets become an important alternative to reduce exposure to the region
Strategic players’ improved financial
condition
Increasing asset prices
Reduced country risk/FX appreciation
More balanced supply/deman
d of assets
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Strategic players response Strategic players response
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Local groups, financial sponsors and the public market are becoming important players in the utility sector
Selected transactions
Date Acquiror Target Seller Sector Country %
acquired Purchase price
(US$mm) EBITDA multiple
Apr-04 CDC Cobee NRG Generation Bolivia 99% N/A N/A Mar-04 Market CGE PPL Global Distribution Chile 9% 122 10.9x Mar-04 Dolphin
Management Transener National Grid Transmission Argentina 28% 14 N/A
Mar-04 Sebastian Pinera & other
Costanera Southern Cone
Generation Argentina 7% 10 N/A
Feb-04 Darby Overseas Termobarranquilla First Energy Generation Colombia 29% N/A N/A Feb-04 Enersur
(Tractebel) Yuncan (under construction)
Peruvian government
Generation Peru 100% 53 N/A
Dec-03 Pacific Hydro Coya/Pangal Codelco Generation Chile 100% 76 N/A Nov-03 Quiñenco ESSAN Government
(CORFO) Water Chile 100% 188 7.6x
Dec-03 Hurtado ESSCO Government (CORFO)
Water Chile 100% 86 8.1x
Dec-03 Hidrosan EMSSAT Government (CORFO)
Water Chile 100% 26 5.9x
Nov-03 SNPower Cahua/Pacasmayo NRG Generation Peru 100% N/A N/A Oct-03 Grupo Hurtado ESVAL Anglian Water Water Chile 45% 82 8.6x May-03 JPMPartners /
HSBC Power fund Emdersa First Energy Distribution Argentina 100% N/A N/A
Mar-03 Grupo Matte Canutillar Endesa Generation Chile 100% 174 7.8x Mar-03 CGE Rio Maipo Enersis Distribution Chile 100% 170 12.0x Mar-03 Hydro Quebec SING Transmission lines Endesa Transmission Chile 100% 110 N/A
Source: Publicly available information
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Growth potential is not necessarily the only key driver of investment decisions
Key considerations when assessing the attractiveness of the Latin American power sector
Political stability
Macroeconomic stability
Treatment of foreign investment
Contract enforceability and creditors’ rights
Financing availability
Regulatory stability
Growth prospects
Availability of investment opportunities
Opportunity cost
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Current trends in the Latin American power sector
Strong outlook for power consumption
Strong performance of companies under tough operating and financial conditions World class assets and strong management
Companies with financial difficulties addressed them in a manner satisfactory to investors
Certain international companies implementing exit strategies Capital allocated to non-core markets Companies with no hurry to exit could pursue optimization strategies in the interim Unwillingness to take significant write-offs Waiting for a better time to sell given depressed assets’ valuation
Players with uncertain strategies following a “wait and see” approach Not sure of pursuing an exit strategy Believe that “the worst” has already happened in the region Pursue optimization of portfolio Still attracted by the growth potential of the market
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Current trends in the Latin American power sector (cont’d)
Companies with a long-term strategy Potential to become sector “consolidators” Restructure and refinance their portfolios Divest non-controlling positions Partner with local companies IPO/Secondary offerings
Increasing participation of local players Different risk-reward profile vis-a-vis that of international players
Increasing interest of financial sponsors High return expectations To-date, mainly focus on distressed assets requiring low upfront investments
Increasing role of the local capital markets Significant liquidity in some markets Attractive conditions for raising both equity and debt
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Key challenges for the Peruvian power sector
Maintain a positive political and macroeconomic outlook
Attract private capital to fund significant infrastructure requirements
Continue privatization/concession processes
Develop and maintain a reliable regulatory framework Independent regulatory entities Political and social agendas should not interfere with the development of the sector
Importance of a transparent and fair setting of tariffs, attractive enough to promote further investment Address challenging social concerns through well structured measures
Importance of attracting foreign investment Company’s cost of opportunity Why Peru vis-à-vis other countries? Leverage on companies already present in the country
Continue supporting the development of the local capital markets
Become a reliable player in energy integration with other countries
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