IMAPINSIGHTS FEBRUARY 2021 - INFRASTRUCTURE SECTOR OUR M&A PERSPECTIVE ON THE GLOBAL

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IMAPINSIGHTS FEBRUARY 2021 - INFRASTRUCTURE SECTOR OUR M&A PERSPECTIVE ON THE GLOBAL
IMAP INSIGHTS
                                       FEBRUARY 2021

                             OUR M&A PERSPECTIVE
                                   ON THE GLOBAL

                      INFRASTRUCTURE
                              SECTOR

Contents
 Introduction            3

 Sector Overview         4

 Sector Trends          10

 Transactions           24

 Investor Landscape

 US Perspective
                        30

                        44
                                         IMAP
                                       International M&A Partners
IMAPINSIGHTS FEBRUARY 2021 - INFRASTRUCTURE SECTOR OUR M&A PERSPECTIVE ON THE GLOBAL
2                                                                                                    3
                        INTRODUCTION
                        IMAP global Infrastructure Sector Leaders: Gonçalo Vaz Botelho, Bill
                        Sprague, Enrique Vargas and Sergio Milic look at the current state
                        of the Infrastructure sector and why it’s necessary for governments
                        to continue to try to bridge the infrastructure gap generated by
                        recent global underinvestment. They detail the trends impacting
                        the M&A landscape now and moving forward and identify the key
                        market players and investors. They also share insights on the unique
                        characteristics of the US Infrastructure market.

                                                      As a result of the COVID pandemic it
                                                      is highly likely we will see large public
                                                 expenditure in infrastructure in the Energy and
                                                 Transport sub-sectors, which historically have
                                                 been the most active, yet as they have matured
                                                 have seen deal growth stall. Nowadays, the
                                                 big winners are new sub-sectors such as
                                                 Digital and Social, which are seeing increasing
                                                 global appetite for infrastructure. Furthermore,
                        GONÇALO VAZ BOTELHO      transactions involving digital infrastructure
                                                 are benefitting from tremendous tailwinds
                                                 amid the continued penetration of cloud
                                                 service providers, resulting in traditional deals
                                                 becoming less frequent.

                                                 We expect the infrastructure sector to remain
                                                 vibrant, as governments try to bridge the infra
                                                 gap that has been generated by the recent
                                                 global underinvestment in infrastructure.
                        BILL SPRAGUE             Significant dry powder reserves and strong
                                                 competition are pushing up asset prices and
                                                 depressing projected returns, which may be

  OUR M&A PERSPECTIVE
                                                 preventing deal flow for more opportunistic
                                                 investors. Nonetheless, the US and Europe
                                                 seem to be gearing up to carry out massive
                                                 infrastructure investments from 2021 onwards

  ON THE GLOBAL
                                                 to deal with the global pandemic, which can
                                                 bring new greenfield opportunities to the
                                                 market.
                        ENRIQUE VARGAS
                                                 We have seen little change in investor mix-

  INFRASTRUCTURE
                                                 up, with pension funds retaining their role as
                                                 the largest investors. Foundations, insurance
                                                 companies and banks are the next largest
                                                 categories. We are however, seeing the surge

  SECTOR
                                                 of «Godzilla» sized funds, as well-known fund
                                                 managers seek to break records by raising close
                                                 to USD 20 billion for their latest vehicles, with
                                                 many trying to avoid the trend of LP’s becoming
                                                 competitors.
                        SERGIO MILIC

IMAP
IMAPINSIGHTS FEBRUARY 2021 - INFRASTRUCTURE SECTOR OUR M&A PERSPECTIVE ON THE GLOBAL
4      SECTOR OVERVIEW                                                                                                                                                              SECTOR OVERVIEW   5
  INFRASTRUCTURE SECTOR OVERVIEW
  Supporting Real Economies
       Infrastructure is the set of        The primary sectors are divided into          Power, Utilities & Networks are now
       fundamental facilities and          core: brick & mortar, and non-core:           privately owned and invested.
  systems that support the sustainable     newcomers, such as Digital and Social.
  functionality of households and firms.   Previously public, Transportation,

  Primary Infrastructure Sectors

                                           MAIN ASSET CLASSES

                                           ▪ Toll roads
                                                                                                   ▪ Deals in this sector have subsided as opportunities become
                                           ▪ Ports                                                   increasingly scarce. Funds are accepting greater exposure
                                           ▪ Airports                                                to demand risk and diversifying into less mature markets in a
                                                                                                     race for yield.
         Transportation                    ▪ Rail

                                                                                                                                                                           Core
                                                                                                                                                                          sectors

                                           ▪ Power generation assets                               ▪ Renewable energy deals still dominate this space.
                                           ▪ Electrical power grids & pipelines                    ▪ ESG trends are expected to create further room for growth.
                                           ▪ Water distribution networks                           ▪ Privatization of water distribution & sewage networks is likely to
         Power, Utilities                                                                            increase deal flow in this space.
                                           ▪ Water sewage & treatment plants
          & Networks

                                           ▪ Data centers                                          ▪ Some legacy natural monopolies are being forced to carve-out
                                           ▪ Dark fibre networks                                     and privatize their fibre networks and/or TelCo towers.
                                                                                                   ▪ Appetite for digital infrastructure is growing globally.
              Digital                      ▪ LTE/5G network (TelCo towers)
          Infrastructure
                                                                                                                                                                           Non-
                                                                                                                                                                           core
                                                                                                                                                                          sectors

                                           ▪ Healthcare facilities
                                                                                                   ▪ Deals involving Healthcare PPPs and social housing are
                                           ▪ Defence networks & equipment                            very prevalent in this space. Still further room for growth as
                                                                                                     demographic pyramids worsen, particularly in Europe.
              Social                       ▪ Firefighting equipment (e.g. helicopters)
          Infrastructure

IMAP
IMAPINSIGHTS FEBRUARY 2021 - INFRASTRUCTURE SECTOR OUR M&A PERSPECTIVE ON THE GLOBAL
6      SECTOR OVERVIEW                                           SECTOR OVERVIEW               7
  SECTOR TRENDS -                         In terms of trends in the sector,

  OVERVIEW                                we expect to see:

                                          ▪ Projects financed through PPPs coming
                                            to the forefront, in an effort to stimulate
                                            economic activity and recovery.
       Despite the recent contraction
       in the number of actual deals      ▪ Increase in investments in
  closed, aggregate deal value has been     Telecommunications Services and Power
  steadily growing. Deals are becoming      caused by the acceleration in the digital
  larger, with investors increasingly       transformation of the work-place in response
  interested in larger class assets,        to the COVID pandemic.
  average deal size is subsequently
  growing.                                ▪ Chinese investment will continue to flow
                                            throughout the world, despite increasing
                                            unease among developed countries.

                                          ▪ Investments in Interconnectedness,
                                            Sanitation, Education and Telecommunication
                                            as local/domestic markets look to improve
                                            reliance of supply chains.

                                          ▪ Stricter environmental standards to come
                                            into play and infrastructure will be required to
                                            become more resilient.

IMAP
IMAPINSIGHTS FEBRUARY 2021 - INFRASTRUCTURE SECTOR OUR M&A PERSPECTIVE ON THE GLOBAL
8      SECTOR TRENDS                                                                                                                                                                        SECTOR TRENDS   9
  PPPS AS MECHANISM TO STIMULATE
  ECONOMIC ACTIVITY AND RECOVERY
       Projects financed through PPPs will come to the forefront, as a key ingredient in government efforts to use
       infrastructure as a “recovery” sector.

                                              Mechanism Challenges                                                                                   PPPs in the Future

        The current pandemic presents challenges to the 2 alternatives under which PPPs                              Governments will need to act much more tactically to attract private capital
        have been traditionally structured
                                                                                                                          Infrastructure                                               Contingent
                                                                                                                          capital gap                                                  guarantees
                                                                                                                          will widen
                  Demand-Based-Projects                                      Availability-Based-Projects

                            Traffic                                                    Mitigated
                             Risk                                                     Traffic-Risk

                    Difficult to finance
                                                                              Reduced financing risk
                  No Government balance
                                                                            Government balance needed
                          needed
                                                                                                                         Less leveraged structures                             Blended finance

IMAP
IMAPINSIGHTS FEBRUARY 2021 - INFRASTRUCTURE SECTOR OUR M&A PERSPECTIVE ON THE GLOBAL
10        SECTOR TRENDS                                                                                                                                                                          SECTOR TRENDS   11
  PANDEMIC IMPACT IN INFRASTRUCTURE
  SUBSECTORS
       The pandemic has considerably accelerated the digital transformation of the work-place. The velocity at which
       companies and communities are adopting a more digital environment is remarkable.

                                          Challenges in Infrastructure                                                                             Advisory Services Opportunities

             ▪ Revenue shortfalls                                 ▪ Demand increase                                                            ▪ Refinancing opportunities due to lower interest rates and
                4 Airports                                           4 Telecom                                                                   new traffic levels (revenue shortfalls)

                4 Toll-Roads                                         4 Power                                                                   ▪ Secondary M&A opportunities due to:

                                                                     4 Healthcare                                                                4 Pension funds looking for stable yields and long-life
                                                                                                                                                   assets
                                                                                                                                                 4 Increased equity requirements mean that project
                                                                                                                                                   sponsors will have to turn to their capital in order to
                                                                                                                                                   keep their ongoing concerns

                                                                                                                 Sector Investment Trend

                                      Investments in telecommunication services and power are the new investment trend. Changes ranging from satellite internet and fiber optic, to giant
                                                                               batteries to store intermittent green energy throughout the day.

                                    Airports                              Roads                            Healthcare                Telecom             Power

IMAP
IMAPINSIGHTS FEBRUARY 2021 - INFRASTRUCTURE SECTOR OUR M&A PERSPECTIVE ON THE GLOBAL
12       SECTOR TRENDS                                                                                                                                                          SECTOR TRENDS   13
  CHINESE INVESTMENT WILL CONTINUE TO
  FLOW THROUGHOUT THE WORLD
       Chinese investment, based on the ”Belt and Road” initiative, has been a relevant player in infrastructure investing
       over the last decade. However, there are increasing sign of uneasiness among developed countries concerning safety
  issues, especially for Core+ and Non-Core, so the question is, will this investment be welcome?

                                                                                                   SAMPLE OF RECENT CHINESE TRANSACTIONS

               Developed Countries                                                                                                              Port of
                                                                                                                                               Ambarli
               Developing Countries                                                                                                           (Kumport)

                                                                                                                             Nuclear
                                                                                                                             Facilities

                                                                                                      Europe
                                                                                                    Huawei 5G
                                                                                                    Networks

                                                 Bogotá’s
                                                 Subway
                                                                                                                                                          Oil Pipeline

                                                                                                                                                                     Port of
                                                Compañía                                                                                                            Melbourne
                                               General de                                                                      Lagos Light-
                                               Electricidad                                        Water Utility                Rail Mass
                                                 de Chile                                           Company                      Transit

IMAP
IMAPINSIGHTS FEBRUARY 2021 - INFRASTRUCTURE SECTOR OUR M&A PERSPECTIVE ON THE GLOBAL
14        SECTOR TRENDS                                                                                                                                                                               SECTOR TRENDS            15
  SUPPLY CHAIN VULNERABILITY                                                                                ENVIRONMENTAL INFRASTRUCTURE
       The pandemic has revealed the vulnerability of                                                        COVID-19 has raised awareness of the need to build a more resilient infrastructure;
       extended supply chains.                                                                               one which can withstand shocks.

                                   Infrastructure Priorities Shifted -                                                                      Government’s Stimulus Agenda Will Come,
                    Concepts Such as “Re-shoring” and “Self-reliance” are Here to Stay                                                   Influenced by Stricter Environmental Standards

                      Past                                                        Future

                                                                                                                  A                                                                                                     B
                                                                                                                         Minimize greenhouse                                             Resilient to climate change
                                                                 ▪ Bringing an entire community onto                     gas emissions                                                         and natural disasters
   ▪ The trend was to “bring your country                          the local/domestic market looking to
     to the world”                                                 locally source production and increase
   ▪ Investments:                                                  the reliance of the supply chain
       4 Roads                                                   ▪ Investments:

                                                                                                             F                                                                                                                 C
                                                                                                                 Minimizes local pollution                                                         Minimizes local pollution
       4 Ports                                                     4 Interconnectedness
                                                                                                                 of hazardous waste                                                                                of water
       4 Airports                                                  4 Sanitation
                                                                   4 Education
                                                                   4 Telecommunication

                                                                                                                   E                                                                                                   D
                                                                                                                         Minimizes local pollution                                         Minimizes local pollution
                                                                                                                         of air                                                                      of solid waste

IMAP
IMAPINSIGHTS FEBRUARY 2021 - INFRASTRUCTURE SECTOR OUR M&A PERSPECTIVE ON THE GLOBAL
16        TRANSACTIONS                                                                                                                                                                                                                       TRANSACTIONS             17
  IDIOSYNCRASIES OF AN INFRASTRUCTURE                                                                                               MOST COMMON TYPE OF
  TRANSACTION                                                                                                                       INFRASTRUCTURE DEAL
  Infrastructure transactions have some                                                                                                  Historically the most active               has stalled in this space and new              there will be large public expenditure
  particularities that differ slightly from those                                                                                        infrastructure sub-sectors have
                                                                                                                                    been Energy and Transport, but as
                                                                                                                                                                                    sectors such as Digital infrastructure
                                                                                                                                                                                    are becoming increasingly in vogue.
                                                                                                                                                                                                                                   in infrastructure in the Energy and
                                                                                                                                                                                                                                   Transport sectors.

  of a normal M&A transaction.                                                                                                      these sectors mature, deal growth               Due to COVID however, it’s highly likely

                                                                                                                                    Global Infrastructure Deals by Industry 2015-2019
       Clients fall into 3 main              which are typically either greenfields    often have a maturity (concession
       categories:                           (unbuilt) or brownfields (in operation)   term), which makes the terminal                       3500
                                             and, may or may not, be exposed to        value dependant on the probability
  End-investors willing to invest            market risk.                              of concession renewal and they are
  directly in a project/asset.                                                         normally capital-heavy/intensive.                     3000
                                             Publicly-backed projects’ revenues are
  Infra funds that raise funds from          usually directly related to regulatory    Given the recent decline in public
  end-investors and pool them into           regimes, and generally fall into one      benchmark debt yields in most OECD                    2500
  projects/assets.                           of multiple contractual frameworks,       countries, current transactions usually
                                             e.g. PPPs, Concessions, Grants and        involve some sort of refinancing to                   2000
  Strategic sector players that are          inter alia - financial models tend        optimize the financial costs of the asset
  specialized in a specific infrastructure   to be contractual pieces in PPPs          and infra leverage ratios typically exceed
  category.                                  & Concessions. Privately-backed           that of other assets, making equity                   1500
                                             projects on the other hand, usually       yields heavily sensitive to financing/
                                                                                                                                                                                                                                                                 77% deals
  Recent market trends have seen end-        involve contracted assets, with a         refinancing outcomes. Furthermore, due                                                                                                                                    in Power,
  investors developing in-house infra        significant portion of revenues tied to   to the amount of leverage that these                  1000
                                                                                                                                                                                                                                                                 Utilities &
  teams and by-passing infra funds,          long-term contracts with blue-chip        assets accept, advisor fees are usually                                                                                                                                   Networks
  investing directly in projects/assets,     private companies. These assets           calculated on an equity basis.                         500

                                                                                                                                                 0
                                                                                                                                                              2015                  2016               2017               2018                   2019

                                                                                                                                                                 Renewable Energy              Conventional Energy             Utilities

                                                                                                                                                                 Transport                     Telecoms                        Social

                                                                                                                                                                 Other

                                                                                                                                    Source: Preqin Pro and IMAP calculations

                                                                                                                                       ▪ Overall deal activity has fallen by 21% since its peak in 2016.

                                                                                                                                       ▪ The bulk of investment is still concentrated in the 2 most traditional infra sectors: Transport and Power, Utilities
                                                                                                                                         & Networks.

                                                                                                                                       ▪ Traditional infra deals are becoming less frequent, as opposed to transactions involving digital infrastructure,
                                                                                                                                         which are benefiting from tremendous tailwinds amid the continued penetration of cloud service providers.

IMAP
IMAPINSIGHTS FEBRUARY 2021 - INFRASTRUCTURE SECTOR OUR M&A PERSPECTIVE ON THE GLOBAL
18         INVESTOR LANDSCAPE                                                                                                                                                                                                                                                                                                                                                 INVESTOR LANDSCAPE                                                                          19
  INFRASTRUCTURE GAP                                                                                                                                        INFRASTRUCTURE INVESTORS
        We expect the infrastructure sector to remain vibrant, as governments try to bridge the gap                                                              There has been little change in investor mix-up, with pension funds retaining their role as the
        that has been generated by the recent global underinvestment infrastructure. UN’s SDGs                                                                   largest investors. Foundations, insurance companies and banks are the next largest categories.
  will also act as a major catalyst for investment.

  Infrastructure Investment at Current Trends & Future Needs                                                                                                End-investors in Infrastructure by Type, 2015 vs. 2019

  USD Trillion                                                                                                                                              % of total investment

         5,0
                                                                                                                                                                 17% 17%                                                               2015                  2019
         4,5                                                                                                                                                                                     15%

         4,0                                                                                                                                                                                                  12%

         3,5
                                                                                                                                                                                                                        9% 9%         9% 9%
                                                                                                                                                                                                                                                                                                      8%
         3,0                                                                                                                                                                                                                                               7% 7%    7% 7%                       7%                 7%
                                                                                                                                                                                                                                                                                                                         6% 6%                                                                                                                                        6%
                                                                                                                                                                                                                                                                                     5%                                                                                                                                                                          5%
         2,5
                                                                                                                                                                                                                                                                                                                                                         3%      3% 3%                3%                       3%
         2,0                                                                                                                                                                                                                                                                                                                               2%                                                         2%                                2%
                                                                                                                                                                                                                                                                                                                                                                                                                                1%                     1%

         1,5

                                                                                                                                                                   Private sector pension fund

                                                                                                                                                                                                  Public pension fund

                                                                                                                                                                                                                         Foundation

                                                                                                                                                                                                                                                            Bank

                                                                                                                                                                                                                                                                     Asset manager

                                                                                                                                                                                                                                                                                                                                                                                       Superannuation scheme

                                                                                                                                                                                                                                                                                                                                                                                                                                         Sovereign wealth fund
                                                                                                                                                                                                                                       Insurance company

                                                                                                                                                                                                                                                                                      Family office

                                                                                                                                                                                                                                                                                                       Endowment plant

                                                                                                                                                                                                                                                                                                                          Wealth manager

                                                                                                                                                                                                                                                                                                                                                                  Government agency

                                                                                                                                                                                                                                                                                                                                                                                                                Fund of funds manager

                                                                                                                                                                                                                                                                                                                                                                                                                                                                  Other
                                                                                                                                                                                                                                                                                                                                            Corporate investor
         1,0

         0,5

         0,0
                 2007

                        2009

                                2011

                                        2013

                                                2015

                                                       2017

                                                                 2019

                                                                         2021F

                                                                                 2023F

                                                                                         2025F

                                                                                                    2027F

                                                                                                            2029F

                                                                                                                    2031F

                                                                                                                            2033F

                                                                                                                                    2035F

                                                                                                                                            2037F

                                                                                                                                                    2039F
                               Current Trends                 Investment Need                    Investment Need (Incl. SDGs)

  Source: G20 Global Infrastructure Hub and IMAP calculations                                                                                               Source: Preqin Pro and IMAP calculations

     ▪ Significant dry powder and strong competition are pushing up asset prices and depressing projected returns,                                             ▪ Strong and consistent returns, as well as regular cash flows and inflation linked returns, have proven to be
       which may be preventing deal flow for more opportunistic investors.                                                                                       durable attractions for institutional investors such as pension funds that seem to be allocating approx. 2% of
                                                                                                                                                                 their AUM to this asset class.
     ▪ Nonetheless, the US and Europe seem to be gearing up to carry out massive infrastructure investments from
       2021 onwards to deal with the global pandemic, which can bring new greenfield opportunities to the market.                                              ▪ For the majority of investors, Infrastructure remains a risk-mitigator and downside-protector rather than an
                                                                                                                                                                 alpha-generator.

                                                                                                                                                               ▪ LATAM is also an important emerging market with great potential for infrastructure development.

IMAP
20         INVESTOR LANDSCAPE                                                                                                                                                                                                      INVESTOR LANDSCAPE                  21
  LARGEST INFRASTRUCTURE                                                                                                                  INFRASTRUCTURE FUNDS –
  END-INVESTORS                                                                                                                           THE ALTERNATIVE TO DIRECT
        End-investors are channelling              calls into infra funds. Direct asset      the capacity to aggressively target
                                                                                                                                          ASSET INVESTMENTS
        larger portions of their AUMs to           purchases made by end-investors are       and close large deals. With low interest
  the infra sector, via a mix of direct            becoming more common as those             rates, infra investments have become
  project investments and/or capital               long in cash are both willing and have    more attractive.                                  We are now seeing the surge                to break records by raising close       avoid the trend of LP’s becoming
                                                                                                                                               of «Godzilla» sized funds, as              to USD 20 billion for their latest      competitors.
                                                                                                                                          well-known fund managers seek                   vehicles – with many trying to

                                                                           Estimated Infra   Infra AUM
                              Institution Name                Country                                        Main Sector Focus
                                                                            Allocation (%)      ($M)
                                                                                                            Power, utilities & network                                                                                            Estimated Infra          Infra AUM
                             CPP Investment Board              Canada          11.89%         34,928.10                                                                    Institution Name                       Country
                                                                                                                    (PU&N)                                                                                                         Allocation (%)             ($M)
                         Abu Dhabi Investment Authority          UAE            3.00%         24,840.00             Unstated
     Largest                                                                                                                                                          Macquarie infrastructure (MIRA)              Australia            90%                  107,691
                       National Pension Service of Korea     South Korea        3.57%         20,452.30       Transportation, PU&N
   institutional                                                                                                                                                      Brookfield Asset Management                  Canada               32%                   99,234
                         Allianz Capital Partners GmbH        Germany          51.38%         16,718.90                All
   investors by
                                                                                                           All w/ growing focus on ESG                                      M&G Investments                           UK                17%                    51
    committal                        CDPQ                      Canada           7.35%         16,666.90
                                                                                                                     projects
   to the asset                                                                                                                                                            Global Infra. Partners                     US                100%                  50,285
                         China Investment Corporation           China           1.60%         15,000.00                All
       class                                                                                                                                  Largest                          IFM Investors                       Australia            52%                   37,629
                            APG Asset Management             Netherlands        2.56%         14,371.10    Transportation, PU&N, Social

   With more than        Ontario Teachers’ Pension Plan        Canada           9.50%         13,305.50    Transportation, PU&N, Social     infra funds                   Allianz Global Investors                Germany                6%                   29,31
   USD 10 billion                   OMERS                      Canada          18.20%         12,938.70       Transportation, PU&N            by AUM
                                                                                                                                                                            The Carlyle Group                         US                13%                   24,066
   committed to                                                                                             Power, utilities & network
        infra                  PSP Investments                 Canada          10.00%         12,592.10
                                                                                                                    (PU&N)                                                      BlackRock                             US                 0%                   20,539

                                                                                                            Power, utilities & network                                    Global Energy Partners                      US                100%                  19,955
                                      BCI                      Canada          10.37%         11,917.50
                                                                                                                    (PU&N)
                                                                                                            Power, utilities & network                                         AMP Capital                         Australia            14%                   18,55
                         Pensioenfonds Zorg en Welzijn        Malaysia          4.84%         10,199.00
                                                                                                                    (PU&N)                                             MetLife Investment Advisors                    US                 3%                   18,131

                                                                                                                                                                                   DWS                            Germany               21%                   16,433
  Examples of some direct investments made by end-investors:

                                            Concessionaire of natural                                            UK’s leading port
                                            gas regional distribution                                          operator, with a unique
                                                                                                                                              ▪ While allocations to Infrastructure investments are at all-time highs, this capital is largely flowing to a small
                                              networks in Portugal                                              network of 21 ports
                                             75% stake for €368M                                               34% stake for £1.62B             group of large fund managers.
                                                    (equity)                                                          (equity)
                                                                                                                                              ▪ Open-ended funds have been steadily growing and are the unsung heroes of the Infrastructure fund space,
                                                                                                                                                gaining momentum over other fund classes.
  Source: Infrastructure Investor Global Summit, Mergermarket & IMAP

                                                                                                                                          Source: IPE Real Assets – July 2019 & IMAP

IMAP
22         INVESTOR LANDSCAPE                                                                                                                                                                                                INVESTOR LANDSCAPE                 23
  FUNDRAISING TRENDS                                                                                                                           PRIMARY INVESTMENT STRATEGIES
       Aggregate deal value has been              actual deals closed. With investors             subsequently growing. GPs however, are         Although there are several fund strategies, most fall
       steadily growing, despite the              increasingly interested in larger               finding it difficult to deploy capital and     under 3 main umbrellas.
  recent contraction in the number of             class assets, average deal size is              still hit their desired return thresholds.

  Value of Infrastructure Deals & Remaining dry Powder 2010-2019
                                                                                                                                                CORE                                      CORE PLUS / VALUE-ADD               OPPORTUNISTIC
  USB Billion

                                                                                                                                                ▪ Assets with mitigated top line          ▪ Assets with some operational      ▪ Exposure to unmitigated
           600
                                                                                                                                                  risk – contracted/regulated,              risks, but which can be             risks – power price, roads
                                                                                                                                                  with low operational                      heavily mitigated/hedged            and ports traffic. Exposure to
                                                                                                                                                  complexity & fully deployed                                                   market competition
           500
                                                                                                                                 485                                                      ▪ Primarily brownfield assets,
                                                                                                                                                ▪ Brownfield assets (fully built            but with some capital             ▪ Brownfield/greenfield assets
                                                                                                                                                  with operational track record)            expenditure requirements (to        without demand guarantees
           400
                                                                                                                                                                                            update/expand)
                                                                                                                                                ▪ Regulatory and/or direct                                                    ▪ Revenues exposed to market
                                                                                                                                                  public sector involvements.             ▪ Some public greenfield assets       cycles. Occasionally backed
           300
                                                                                                                                                  Long term concession                      with limited construction and       by corporate guarantees
                                                                                                                                                  agreements or revenue                     demand risk – e.g. greenfield
                                                                                                                                 212              contracts with strong                     PPP’s. Opportunity to create      ▪ Fully exposed to economic
           200
                                                                                                                                                  counterparties (sovereigns)               value through management            cycle and competition
                                                                                                                                                                                            inputs
                                                                                                                                                ▪ GDP resilient, demand                                                       ▪ Large inflation sensitivity
           100
                                                                                                                                                  inelastic, pricing certainty            ▪ Short/long term contracts
                                                                                                                                                                                            with high barriers to entry       ▪ Located in OECD and
                                                                                                                                                ▪ Correlated with inflation,                that protect yield                  emerging markets
             0
                                                                                                                                                  frequently through
                     2009

                               2010

                                         2011

                                                    2012

                                                                2013

                                                                       2014

                                                                                2015

                                                                                           2016

                                                                                                      2017

                                                                                                                2018

                                                                                                                          2019

                                                                                                                                                  contractual links                       ▪ Some inflation sensitivity        ▪ Material value creation
                                                                                                                                                                                                                                opportunities
                                                                                                                                                ▪ Located in stable OECD                  ▪ Primarily located in stable
                                         Aggregate Deal Value ($bn)                Dry Powder ($bn)
                                                                                                                                                  countries                                 OECD countries                    ▪ Corporate platforms –
                                                                                                                                                                                                                                distribution/logistic centres
                                                                                                                                                ▪ Minimal value creation                  ▪ Some value creation                 - similar risk profile to PE
  Source: Preqin Pro and IMAP calculations                                                                                                        opportunities at project level            opportunities at project level
                                                                                                                                                                                                                              ▪ Target equity returns
                                                                                                                                                ▪ Toll roads, social infra, certain       ▪ Railways, airports and gas          in excess of 14% - high
                                                                                                                                                  utilities                                 networks                            weighting to capital
                                                                                                                                                                                                                                appreciation
     ▪ High dry powder and strong competition are pushing up asset prices and depressing projected returns, all of                              ▪ Target equity returns of 6-8%           ▪ Target equity returns of 10-
       which prevents deal flow.                                                                                                                                                            12% - mix of yield and capital    ▪ Private closed-end funds
                                                                                                                                                ▪ Public equity, private closed-            appreciation
     ▪ The bulk of deals involved assets located either in North America (28%) or Europe (38%). Deals also take place in                          end and open-end funds
       LATAM and Asia, and we expect things to start moving in Africa, where infra is still very much a public market.                                                                    ▪ Private closed-and-open-end
                                                                                                                                                                                            funds
     ▪ Amount of dry powder expected to reduce over the coming years as the US and EU launch their fiscal stimulus
       packages to deal with the economic fallout of COVID-19.

IMAP
24     INVESTOR LANDSCAPE                                                                                                       INVESTOR LANDSCAPE                     25
                            INFRASTRUCTURE ASSET YIELDS
                            VS COMPETITION
                                 Too much money chasing too few              returns to new investors. Hence, new              assets. Therefore, it is crucial to identify
                                 deals has caused a generalized              investors are increasingly interested             regional brownfield assets that can be
                            drop in infra yields. Infra assets are           in bilateral, as opposed to organized             transacted far in advance for clients
                            increasingly being sold in organized             processes – these are primarily                   looking to partic ipate in worldwide infra
                            processes that generally bring lower             secondary transactions in brownfield              projects with private investors.

                            Private Capital: Horizon IRRs by Asset Class

                            Annualized returns

                                    18%

                                    16%

                                    14%

                                    12%

                                    10%

                                     8%

                                     6%

                                     4%

                                     2%

                                     0%
                                    1 Year to Jun-19                    3 Year to Jun-19                    5 Year to Jun-19                       10 Year to Jun-19

                                               Private Capital         Private Equity        Private Debt            Real Estate            Infrastructure

                            Source: Preqin Pro and IMAP calculations

                               ▪ Infrastructure returns have been generally stable over the last 10 years, whilst recent demand for assets has
                                 brought about a drop in yields.

                               ▪ Both capital calls and distributions are likely to decline, as fund managers delay making acquisitions or exits in 2021.

                               ▪ It seems likely that unlisted Infrastructure funds will be among the most insulated from the volatility and disruption
                                 that affected global markets in the first half of 2020.

IMAP
26        US PERSPECTIVE                                                                                                                                                                                                          US PERSPECTIVE            27

  UNIQUE CHARACTERISTICS OF THE US                                                                                                EFFECTIVELY ALIGNING PROJECTS
  INFRASTRUCTURE MARKET                                                                                                           AND CAPITAL

        The United States has woefully      In contrast to much of the world,          but the lack of long-term certainty             In the US, Government capital         non-critical, low revenue generating        material infrastructure investments.
        underinvested in infrastructure     concessions and large PPP projects         surrounding those credits has                   will largely focus on projects        projects will not attract any capital, be   Both State and local budgets have
  for years, as such, the Congressional     are not core parts of the US               impacted capital flows.                    that are deemed critical in nature, but    it public or private.                       been decimated by the COVID-19
  Budget Office estimates that in           Infrastructure market. More often                                                     do not necessarily generate ongoing                                                    pandemic, and many are struggling
  excess of USD 2 trillion is needed by     than not, governments, at all levels,      At this point, the likelihood of           cash flow. Private capital will focus on   While prospects are still uncertain at      to fund basic needs, which leaves
  2025.The US is currently at a record      want private capital to bear the           meaningful increases in infrastructure     higher revenue generating projects,        the Federal level, at the State and         no capital for infrastructure, or any
  low in terms of annual investment         financial risk, but are not willing        spending under the Biden                   both critical and non-critical, whereas    local levels there are no prospects for     other investments. Given these
  into infrastructure as a % of GDP,        to provide a reasonable return on          administration remain uncertain.                                                                                                  dynamics, and the current low interest
  and near the bottom of all developed      that capital. Furthermore, every                                                                                                                                             rate environment, well structured
  countries.                                administration for the past 20+ years      ▪ Biden has proposed a USD 2.4 trillion                                                                                           infrastructure projects and companies
                                            has included Infrastructure programs         infrastructure plan, largely focusing                                                                                           can and will be financed by private
  An integrated Infrastructure Plan         in their initial policy initiatives, but     on the Energy and Transportation                                                                                                equity and debt providers.
  was at the core of President Trump’s      very few such programs have had a            sectors
  initial policy proposals, but like most   significant impact on the capital flows                                                                                                                                      INFRASTRUCTURE CAPITAL
  prior Administrations, there were no      into the sector. The most effective        ▪ That bill, or any similar legislation,                                                                                          PROVIDERS ARE BINARY. RISKS
  significant legislative initiatives nor   policy tools have been tax and related       will face political challenges, even                                                                                            MUST BE MITIGATED AND CANNOT
  Executive Orders focusing on the          credits, especially in the Energy            though the Democrats now narrowly                                                                                               BE “PRICED”
  Infrastructure needs of the country.      sector (i.e. LCFS credits, RINs, etc.),      control the senate                                                                                                              The key to attracting capital providers
                                                                                                                                                                                                                         is making sure that the investment
                                                                                                                                                                                                                         opportunity can properly address the
                                                                                                                                                                                                                         key transaction criteria that nearly all
                                                                                                                                                                                                                         capital providers adhere to.

IMAP
28     IMAP INFRASTRUCTURE DEALS                                                                                                                                                                                              IMAP INFRASTRUCTURE DEALS        29
  IMAP INFRASTRUCTURE DEALS
  Selected IMAP International deals 2018-2020

                         Global developer, investor and                Construction company / Port operator                         Constructor of large,                        Public utilities company
                                                                                                                                                                                                                       Energy assets developer and operator
                           manager of infrastructure                                  CHILE                                       complex civil infrastructure                         COLOMBIA
                                                                                                                                                                                                                                    CANADA
                             UNITED KINGDOM                                                                                                 ITALY

                     Acquired Investment Interest                        Acquired Majority Control                            Capital increase and debt                           Acquired 100%                         Acquired Majority Control
                         in Seller’s Business                             of Business Operations                                     refinancing                              of Business Operations                     of Business Operations

                          4G PPP toll road concession            Concession to operate and maintain a port terminal                 General constructor of               Electricity distributor and commercializer    Energy distributor and commercializer
                                 COLOMBIA                                             CHILE                                          public infrastructure                                COLOMBIA                                   COLOMBIA
                                                                                                                                             ITALY

                   ADVISED ON PURCHASE OF COMPANY                        ADVISED ON SALE OF COMPANY                   FINANCIAL ADVISOR OF SALINI IMPREGILO S.P.A.       ADVISED ON PURCHASE OF COMPANY               ADVISED ON PURCHASE OF COMPANY

                       All-encompassing solar company                           Infrastructure fund                       Multi-disciplined contractor across road and       Largest biogas producer in Brazil         Engineering and infrastructure group
                                  FRANCE                                             FRANCE                              bridge building, paving, and land development          (subsidiary of JMalucelli)                           INDIA
                                                                                                                                            CANADA                                       BRAZIL

                                                                                                                                                                                                                       Acquired Oil & Gas Divisions
                            Acquired 100%                                Acquired Majority Control                                  Acquired 100%                           Acquired Selected Assets                       from TREVI Group
                        of Business Operations                            of Business Operations                                of Business Operations                        of Seller’s Business

                          Auras de Guijo
                        and Aura de Agudo
                                                                                                                                                                                                                      Design, manufacturing and distribution
                  2 Solar Farms with 2.8 MW installed capacity                  Ski resorts manager                        Road and bridge maintenance contractor          Landfill gas project in Rio de Janeiro          of drilling and workover rigs
                                     SPAIN                                            FRANCE                                             CANADA                                       and Sao Paulo                                     ITALY
                                                                                                                                                                                          BRAZIL

                          ADVISED ON ACQUISITION                         ADVISED ON SALE OF COMPANY                           ADVISED ON SALE OF COMPANY                    ADVISED ON SALE OF COMPANY                  ADVISED ON SALE OF COMPANY

IMAP
30          ABOUT IMAP                                                                                                                                                                                                                                  ABOUT IMAP         31
   ABOUT IMAP
   INTERNATIONAL MERGERS & ACQUISITION PARTNERS                                                                                                                        GLOBAL REACH
   Consistently ranked among the Top 10 middle market M&A advisors worldwide                                                                                           Our cross-border experience extends across Europe, the Americas, Asia and Africa

         450+                                           47                                         60+                             $12.5bn                                             450+                             43                 60+
         TEAM OF IMAP                            YEARS OF M&A                                     OFFICES IN 43                           CLOSED DEAL                                  PROFESSIONALS              COUNTRIES                  OFFICES
        PROFESSIONALS                          EXPERIENCE IN THE                                   COUNTRIES                               VALUE 2020                                    WORLDWIDE
          WORLDWIDE                             MIDDLE MARKET

  ENTREPRENEURIAL SPIRIT                    MIDDLE MARKET FOCUS                        GLOBAL REACH                              EXECUTION EXPERIENCE

  • IMAP is a partner-driven, client-       • Sell-side advisory for primarily         • Proven cross-border advisory            • IMAP has closed over 2,100
     focused and independent M&A               privately held companies and              practice.                                  transactions valued at $90
     advisory.                                 spin-offs from large groups.            • Global sector & project teams              billion in the last 10 years.
  • Senior experience and hands             • Strategic acquisitions for                 across 15 sector groups.
     on involvement in deals –                 international corporates.               • Leveraging local knowledge
     230 Senior Transaction/                • “Sweet –spot” Transaction                  and corporate access in all
     Transaction Advisors.                     Values $20 – 250 million.                 relevant international markets.
  • Worldwide IMAP team                     • Strong PE and Family Office
     comprising 450+                           Coverage.
     professionals.

   GLOBAL PERFORMANCE 2020

            218                              $12.5bn                                              30%                                        6th
    M&A TRANSACTIONS                          TRANSACTION VALUE                          CROSS-BORDER DEALS                              IN THE WORLD
                                                     Automotive
                            Transport                                  Building Products & Services
                           & Logistics                                                                                          GLOBAL
                                                                                                                                PERFORMANCE
           Technology                         6% 4% 5%                              Business Services                       1   PwC
                                                                                                                                                                       North America    New York        Latin America    Ivory Coast      Europe                 Portugal
                                  14%                             9%                                                        2   KPMG
                                                                                                                                                                       U.S.A.           Philadelphia    Argentina        Mauritius        Belgium                Russia
                                                                                                                            3   Deloitte
                                                                                        Consumer
                                                                                                                                                                       Boston           Richmond        Brazil           Morocco          Bosnia & Herzegovina   Serbia
                                                                                                                            4   Houlihan Lokey
                                                                                        & Retail                                                                       Chicago          San Diego       Chile            Nigeria          Croatia                Slovakia
     Real Estate              5%              DEAL                     9%                                                   5   Rothschild
                                                                                                                                                                       Dallas           San Francisco   Colombia         Senegal          Czech Republic         Slovenia
                                          DISTRIBUTION                                                                      6   IMAP
                                                                                                                                                                       Denver           St Louis        Mexico           South Africa     Finland                Spain
                                           BY SECTOR                                     Education                          7   EY
        Materials,            6%                                       4%                                                   8   Oaklins
                                                                                                                                                                       Detroit          Tampa           Peru                              France                 Sweden
       Chemicals                                                                         & Training                                                                    Greenville       Washington DC   Panama           Asia             Germany                Turkey
        & Mining                                                    5%                                                      9   Goldman Sachs
                                                                                                                                                                       Greenwich        Canada                           China            Hungary                United Kingdom
                                                                                    Energy                                 10   Lazard
                                   12%                         7%                   & Utilities
                                                                                                                                                                       Houston          Toronto         Africa           India            Ireland
                                                                                                                           Ranking based on number of transactions     Los Angeles      Vancouver       Congo            Japan            Italy
                                              7%       7%                                                                  closed in 2020. Undisclosed values and      Naples                           Egypt            Thailand         Netherlands
            Industrials
                                                                                 Financial Services                        values up to $500 million.                                                   Ghana                             Poland
                                                                                                                           Source: Refinitiv and IMAP internal data.

                                                                Food & Beverage
                                        Healthcare
IMAP
Report Contributors

            GONÇALO VAZ BOTELHO
            Managing Partner & CEO
            Invest Corporate Finance – IMAP Portugal
            goncalo.botelho@imap.com

            BILL SPRAGUE
            Managing Director
            Capstone Headwaters – IMAP USA
            william.sprague@imap.com

            ENRIQUE VARGAS
            Vice President
            Inverlink SA – IMAP Colombia
            Bogota, Colombia
            enrique.vargas@imap.com

            SERGIO MILIC
            Director
            South Andes Capital – IMAP Chile
            sergio.milic@imap.com

Contact:

IMAP, Inc.
Balmes 151, 1st floor
08008 Barcelona - Spain
T. +34 936 026 710

www.imap.com

© IMAP, Inc. 2020

IMAP
International M&A Partners
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