acquisition of contracted power plants in the us and

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Acquisition of contracted power plants in the US and Trinidad & Tobago 8 December 2020

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Page 1: Acquisition of contracted power plants in the US and

Acquisition of contracted power plants in the US and Trinidad & Tobago

8 December 2020

Page 2: Acquisition of contracted power plants in the US and

Disclaimer

2

This presentation, and the information contained herein, constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of ContourGlobal plc (the “Company”). This presentation is intended for the recipient hereof only, and is for information purposes only.

The information contained in these materials has been provided by 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 does not constitute an offer to sell, or the solicitation of an offer to buy, any of the Company’s securities

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 contracted power plants in the US and

Strictly Confidential

Investor Presentation - Participants

© ContourGlobal 3

Joseph C. BrandtPresident and Chief Executive Officer

Stefan SchellingerExecutive Vice President and Global Chief Financial Officer

Karl SchnadtExecutive Vice President and Global Chief Operating Officer

Quinto Di FerdinandoSenior Vice President, Chief Operating Officer, Thermal Division

Alice HeathcoteSenior Vice President, Corporate Strategy and Investor Relations

Page 4: Acquisition of contracted power plants in the US and

Strictly Confidential

Investor Presentation - Agenda

© ContourGlobal 4

Highlights and Transaction Rationale

Assets Overview

Strategic Rationale and Value creation

Financing and Transaction Timetable

Key Conclusions

Page 5: Acquisition of contracted power plants in the US and

Strictly Confidential

Acquisition of 1.5 GW contracted power plants in the US and Caribbean• two essential baseload power plants based in New Mexico and Texas• the largest independent power asset in Trinidad & Tobago• two asset clusters in California and one small peaking unit in Connecticut

Expected adjusted EBITDA contribution in the first year following completion of $92 million,including $5 million of non-recurring integration costs; expected cash distributions to theparent company in the first year of approximately $40 million

AttractiveSubstantialTransaction

Highlights & Transaction RationaleAcquisition of 1.5 GW contracted power plants in the US and Caribbean for $837m on a cash and debt free basis

Attractive, low carbon, natural gas-fired, flexible assets located in or adjacent to areaswhere ContourGlobal has an operating presence

Substantial entry into the bilaterally contracted segment of the US power market where thecompany expects to grow with operationally led acquisitions

Long-term USD-denominated contracts with a weighted average remaining life of 9 years Clear near term re-contracting visibility, plus substantial post contract value Contracts aligned with ContourGlobal business model: with very limited demand, price or

cost input risk

Strong Strategic Fit

Operational & Commercial

Value Creation

Deep ContourGlobal experience in acquired technologies, including a highly efficientcombined heat and power asset similar to those in the Company’s existing Solutionsportfolio, enabling significant operational value creation

Meaningful development and expansion potential including battery storage and hybridtechnology

5© ContourGlobal

Page 6: Acquisition of contracted power plants in the US and

Strictly Confidential

© ContourGlobal 6

Financial HighlightsDiversification and Meaningful Increase in Parent Company Free Cash Flow

Financial Highlights

Acquired Assets provide a meaningful increase of CFADS and Parent Company Free CashFlow from high quality off-takers with a weighted average credit rating of BBB+

Increases and diversifies Parent Company Free Cash Flow, supporting the Company’sprogressive dividend policy and improving Company’s dividend coverage

Increases USD EBITDA contribution to 36% of total EBITDA and further diversifiesContourGlobal’s technology, currency and geographies

Acquisition expected to generate a risk-adjusted return well in excess of ContourGlobal’scost of capital

Acquisition will increase group Net Debt to Adjusted EBITDA to approximately 5.0x at thetime of Closing, which is well-supported by the high-quality nature of the AcquiredAssets, and expected to fall over subsequent financial periods

6© ContourGlobal

Page 7: Acquisition of contracted power plants in the US and

Strictly Confidential© ContourGlobal 7

Assets Overview1,502 MW portfolio: 1,277 MW in the US and 225 MW in Trinidad & Tobago (“T&T”)

SPP / SPS

Hobbs604 MW

Borger230 MWCalifornia Peaking Units

371 MW (8 plants)

Waterside72 MWCAISO

ISO-NE

Map of OperationsKey Assets Characteristics

Contracted assets located in New Mexico, Texas,California and Connecticut in the US and in Trinidad &Tobago

Acquired Assets represent either the most efficientthermal units in the markets where they operate orprovide critical flexible generation, supportingincremental system renewable capacity

Adjacent to geographies where ContourGlobal isalready active: Two of the three major assets located inTexas and New Mexico within close proximity to ourassets and operations in Mexico, while T&T assetlocated in Caribbean region where ContourGlobal isalready present

Significant future opportunity for ContourGlobal tocreate value as a result of its operational platform andcapabilities

1

Hobbs

2

Borger Trinity

3

California Peaking Units

4 5

Waterside

Trinidad & Tobago

Trinity 225 MW

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Strictly Confidential

Increases Capacity by 30% While Adding High Quality USD Contracted Cash Flow

© ContourGlobal 8

Capacity increases to 6,307 MW from 4,805 MW Contribution from US$ businesses increases to 36%

15%

22%

6%17%

13%

20%

6%

(1) $873m LTM Q3’20 Adjusted EBITDA before Thermal and Renewables HoldCo expenses pro-forma for full year EBITDA of Mexican CHP acquisition completed in November 2019 as well as Western Generation Portfolio Acquisition ($92m EBITDA contribution).

By Technology By GeographyBy Currency

46%

10%

13%

31%

Europe Africa US & Caribbean Latin America

49%

36%

4%

8%3%

EUR USD BRL Hedged to USD BRL Other

Renewable39%

Thermal43%

HE Cogen 17%

GasHigh Efficiency Cogen

Coal

WindSolar

Hydro

Liquid Fuels

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Strictly Confidential

5%

59%10%

18%

8%A

A-

BBB+

BBB

BB-

Assets supported by long-term contracts with investment grade off-takers

− Weighted average remaining contract life of 9 years and expected to increase to 10 years shortly after close through high visibility contract extensions

− Weighted average off-taker credit rating of BBB+

Contracts primarily capacity based tolling agreements or structured with fuel pass through payments resulting in virtually no demand or input cost risk

Near-term contract extensions are incorporated into existing PPAs or supported by market fundamentals

© ContourGlobal 9

Long Term Contracts with High Quality Counterparties that Enhance Credit Profile

Acquired Assets Offtaker Credit Rating1

Percentage of Portfolio Contracted Capacity

--10.0%20.0%30.0%40.0%50.0%60.0%70.0%80.0%90.0%

100.0%

2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Contracted Capacity Highly Visible Re-contracting Future Re-contracting1. As of Dec 2020; weighted 2021E EBITDA

Page 10: Acquisition of contracted power plants in the US and

Strictly Confidential

--

10.0

20.0

30.0

40.0

50.0

2019 LTM Q2 2020 2021 2022

PPA Margin Energy Margin Contracted Margin

© ContourGlobal 10

The assets are either the newest and most efficient assets in their respective markets or necessary to ensure grid reliability and supporting the transition to renewable grids

Hobbs and Borger (~60% of the Acquisition’s EBITDA) are the two most efficient assets serving their market and off-taker, Southwestern Public Service (“SPS”)

For the California Peaking Assets (371 MW), attractive market fundamentals due to no new anticipated thermal build in their region and the need for reliable and flexible generation to support renewables transition

The California assets have already locked in well priced new Resource Adequacy (“RA”) contracts post-PPA that are attractive relative to the legacy PPA contracts

Near Term Re-contracting Visibility, plus Substantial Post Contract Value

California Assets Re-contracting Supports Upside to Present PPA Levels

Hobbs (604 MW) and Borger (230 MW) are the newest and most efficient assets within SPS and serve critical roles as the legacy fleet retires

7.2 6.0

11.0

Hobbs Borger SPS ThermalAssets

12.0

21.0

42.0

Hobbs Borger SPS ThermalAssets

Heat Rate (MMBtu/MWh) Age (Years)

California assets are expected to increase EBITDA and energy margins immediately post PPA

4.5% YoY Growth

8.6% YoY Growth

Page 11: Acquisition of contracted power plants in the US and

Strictly Confidential

WGP Assets CG Natural Gas

© ContourGlobal 11

Acquisition’s Current Cost Structure Relative to CG’s Natural Gas and CHP2 Fleet ($/MW)1

Locational Hub to be formed providing asset management services to existing assets

Hobbs

Borger

CG CHP plant

Bonaire

Increases our capacity in the Caribbean by ~4.5xCreation of new Houston hub

ContourGlobal’s global expertise will drive operational performance on par with existing fleet

Locational hub will allow us to pursue additional growth opportunities in the region

This includes capacity expansion opportunities at Hobbs as well as battery storage opportunities in California and New England

Adjacent to or in regions where we own and acquire assets

Significant Opportunity for Value Creation

Mexico

NM

OK

TX

Houston

Trinity

Energies Antilles

Energies Saint Martin

1. Graph shows relative size of current cost structures as measured on a $/MW basis;2. Combined Heat and Power

CG Comparable FleetAcquired Assets

Clear cost reduction potential

CG CHP plant

Existing CG AssetsAssets to be Acquired

Page 12: Acquisition of contracted power plants in the US and

Strictly Confidential 12

Asset Size Plant Type

908 MW LigniteMaritsa

800 MW Gas-firedArrubal

147 MW WindAustria Wind

77 MW Solar PVSolar Italy

38 MW Wind & HFOBonaire

250 MW Solar CSP Spanish CSP

Fixed Cost Reduction Availability Other Improvements

22%

20%

32%

16%

26%

24%

2%

2%

1%

3%

2%

2%

€2m fuel savings

Insourced Operations: Zero LTI

Repowering

O&M insourcedSell-down of 49% of asset for ~2x net equity value

Zero LTIs since 2015

Sell-down of 49% of asset for ~2x net equity value

Value Lever

Opportunity to Create Significant Operational Value in line with ContourGlobal’s Track Record

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Strictly Confidential

Financing & Transaction Timetable

13© ContourGlobal

Financing Strategy

December Q1 2021

SPA signing followed bytransaction

announcement

Transaction Close and integration

• $837mm EV on a debt free, cash free basis

• ContourGlobal will assume approximately $210 million of existing project net debt.

• Remaining $627 million of consideration will be financed through existing cash on hand and an acquisition financing facility,which will be refinanced by holding company and/or project financing debt.

• The Proposed Acquisition will increase group net debt to Adjusted EBITDA to approximately 5.0x at the time of Closing, which is well-supported by the high-quality nature of the Acquired Assets, and expected to fall over subsequent financial periods

Conditions and Expected Timetable to Completion

2021

Refinancing

Q1 2021 Transaction closing expected subject to shareholder approval and various customary regulatory approvals

Class 1 transaction for the purposes of the UK Listing Rules and therefore requires approval of ContourGlobal shareholders; ContourGlobal L.P. has provided an irrevocable undertaking to vote in favour of the transaction

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

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Key Conclusions

© ContourGlobal 14

Operationally led acquisition, leveraging ContourGlobal’s track record of value creation

Enhances and diversifies EBITDA and cash flow and increases dividend coverage

Expected to generate a risk-adjusted return well in excess of ContourGlobal’s cost of capital

Strategically important assets located in or adjacent to areas where ContourGlobal has an operating presence

Long term contracts from high quality off-takers and limited exposure to production volumes or power prices

Aligned with ContourGlobal’s Sustainable Strategy to reduce carbon intensity of production

Page 15: Acquisition of contracted power plants in the US and

Strictly Confidential© ContourGlobal 15

IR InformationContact Point

IR ContactAlice HeathcoteSVP, Corporate Strategy & Investor Relations

Email:[email protected]

Phone:+44.203.626.9077 / +1.646.386.9910386 9901 Web ResourcesCorporate Websitewww.contourglobal.com

Investor Relations:www.contourglobal.com/investors

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