Infrastructure As An Investment Class - Russell Investments Investment Forum 18 June 2020
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Why? Infrastructure & Utilities Over the last five years bonds have delivered incredible returns. That tailwind no longer exists. Investors need alternative low risk/volatility fixed return assets Starting Ending Ending Ending Ending Yield Yield Yield 5 Year Return Yield Yield Govt Bonds Govt Bonds Shares Bonds 60/40 Japan 0.9%pa 0.2%pa. 0.3%pa. 3.5%pa. 1.6%pa. Europe 1.3%pa. 0.7%pa. 1.3%pa. 4.2%pa. 2.5%pa. USA 2.6%pa. 1.2%pa. 9.1%pa. 8.9%pa. 9.0%pa. New Zealand 3.8%pa. 0.3%pa. 13.1%pa. 6.8%pa. 10.6%pa. Bond returns calculated on the longest dated government bond in each market. All calculations to May 2020. 2
Not Much Juice Left In Long Bonds The Lower The Starting Yield The Lower The Subsequent Returns (1976-2020) Subsequent 5y return US Treasury starting yield (KKR Global Macro analysis) 3
Infrastructure Is A Broad Church ELECTRICITY & GAS AGEING CONNECTIVITY AIRPORTS & WATER WASTE & SOCIAL FUEL POPULATION TRANSPORT RECYCLYING INFRASTRUCTURE o Integrated o Retirement o Data centers o Airports o Urban supply o Waste o PPPs o Refining villages processing o Generation o Mobile o Mobility as a o Irrigation and o Social o Distribution and recycling (peak, base o Aged care towers service water rights housing load, o Waste to o Retailing o Tech care o Fibre & o Public o Recycling o Student capacity) energy o Alternative platforms copper transport housing o Retailing networks o Rail o Transmission o Integrated telco o Ports o Hydrogen o Roads o Batteries 4
Sector Target-Returns Target-returns depend on • Price/contracting risk • Economic cycle/demand risk • Capital/investing markets 20% • Cost/availability of debt • Regulation 16% • Technology & cost curve 15% 14% 13% 13% 13% 12% 8% 8% 9% 9% 7% 8% 7% 5% 6% 4% 5
Infratil Portfolio: Risk & Value Diversity Sector Risk Retirement NZ Electricity Growth Core Airport Telco Aust, USA Electricity Core + Data 7
Infratil Portfolio: Long-term Return Expectations Asset Expected Category Return Core 7-10%pa. Portfolio Management Return To Leverage Cost Shareholders Core Plus 9-14%pa. 30% @ 4%pa. 1%pa. 9-14%pa. Growth 13-25%pa. 8
NZ Utility Sector Performance (to 9th June 2020) None was spared the value fluctuation associated with Covid-19 There have also been a wide range of one year returns 12 Months 3 Months 3 Month Range NZX50 14.9% 1.9% 30% NZX Utilities average 4.6% 1.4% Chorus 40.4% 4.7% 21% Infratil 26.7% 7.5% 25% Spark 25.6% (4.3%) 20% Port Tauranga 24.8% 14.1% 32% Gentailers 11.4% 6.3% 18-25% Vector 7.9% 12.2% 17% Auckland Airport (15.3%) (9.3%) 24% Z Energy/NZR (50.4%) (20.1%) 37-42% 10 Year Govt. Bond 8.8% 2.0% 11% 9
US Equity Market Performance (to 1st June 2020) The NZ market experience with utility stocks was consistent with what happened in the USA. (the table shows changes in market capitalisation rather than indices) % of Mid Feb to End Mid Feb to Early Total March June US Share Markets (29.1%) (12.3%) Financial 17% (33.5%) (26.0%) IT 15% (28.4%) (5.3%) Consumer 19% (25.5%) (7.4%) Industrial 11% (31.8%) (16.2%) Health 10% (23.0%) 1.7% Energy 7% (35.1%) (19.6%) Real Estate 4% (33.2%) (21.7%) Utilities 4% (27.3%) (14.7%) 10
Infrastructure Sector: Risks-Return Lessons • Interest rates are the underlying value driver • Growth is a key source of differentiation: • Between sectors: Secular decline (motor spirits) Vs. elevation (data) • Within sectors: (e.g. gentailers, airports) there may be large risk-return differences reflecting specific corporate or market features • None of this addresses the lasting impact of C-19 11
Risk Case Study: Two Airports Facing C-19 Restrictions Wellington Auckland 81% domestic on domestic. 42% domestic on domestic. 13% short haul 26% short haul. 6% related to long haul. 32% related to long haul. Traffic Negligible freight. Freight. 2.5 airlines Multiple airlines. Very stable growth at GDP. Asian growth exposure. Each domestic pax “worth” Pricing and investment Earnings Per
Wellington Five Year TSR To 31 December 2019 ~ 12.6%pa. Returns = dividends (which reflect operating cash flow and payout ratio) + the required dividend yield (which reflects the risk- free rate and the required spread over that rate). WIA’s 5 year return was 86% (12.6%pa.). The 86% comprised cash payments (36%) and equity appreciation (45%). 45% equity appreciation = 16% dividend growth (all higher free cash flows) + 29% yield compression (lower risk-free rates). 13
Infrastructure Provides Investment Opportunities But it’s important to understand individual company risk- return features ELECTRICITY & GAS AGEING CONNECTIVITY AIRPORTS & WATER WASTE & SOCIAL FUEL POPULATION TRANSPORT RECYCLYING INFRASTRUCTURE o Integrated o Retirement o Data centers o Airports o Urban supply o Waste o PPPs o Refining villages processing o Generation o Mobile o Mobility as a o Irrigation and o Social o Distribution and recycling (peak, base o Aged care towers service water rights housing load, o Waste to o Retailing o Tech care o Fibre & o Public o Recycling o Student capacity) energy o Alternative platforms copper transport housing o Retailing networks o Rail o Transmission o Integrated telco o Ports o Hydrogen o Roads o Batteries 14
Presentation – Russell Investments June 2020
Highly Attractive Market Opportunity New Zealand has a deep pool of potential private investment opportunities with limited local competition and competing sources of capital Stock Market Capitalisation (% of GDP) Significant Number of Potential Investment Opportunities 180% Annual Revenue 160% No. of Employees 140% $0 – 10m $10 – 20m $20 – 50m $50 – 100m $100m+ 120% 100% 0 – 49 427,131 1,698 615 165 99 80% 60% 50 – 99 1,104 594 402 102 42 40% 100 – 199 234 192 357 141 60 20% – 200+ 63 63 153 195 294 New Zealand Australia United States OECD Source: World Bank Source: Statistics NZ • New Zealand has a relatively small public capital market in • Target universe consists of approximately 5,000 companies, plus relation to its GDP an even larger universe of bolt-on acquisitions • New Zealand’s economy is largely comprised of unlisted • Limited direct competition for assets in the mid market companies • Local exchange is not representative of the domestic economy Strictly Private & Confidential | 2
Approach to private market investments The four primary routes for investment in New Zealand’s private company market are outlined below 1 • Direct investment in a private company via purchase of existing shares or newly issued shares for growth capital Direct investing in • Examples within NZ Kiwisaver industry are Simplicity and Booster, who are making private equity private companies investments out of their Tahi Fund • This approach removes the intermediary manager but requires significant in-house experience 2 • Direct investment in established, specialist private equity managers such as Pencarrow Direct investing in • Requires an ability to assess managers and monitor them overtime. Some entities appoint an private equity investment consultant to act as advisor managers • Private equity managers in New Zealand typically take an active role in company strategy and growing value 3 • Useful approach to build a global portfolio as it allows allocation to a range of different fund managers Fund of fund • Adds additional layer of fees investing • May need additional capability in house or can outsource 4 Hybrid of options • Direct manager investing in New Zealand and fund of fund investing for overseas private markets two and three above • Government Superannuation Fund/Annuitas is a proponent of this approach Strictly Private & Confidential | 3
The Private Equity Model • Private equity firms raise “funds” with investment capital (commitments) from financial institutions and high net worth individuals • Funds are usually structured as limited partnerships - The private equity firm is the General Partner (GP) Fundraise - The other investors are Limited Partners (LP) - The GP-LP is a important distinction for both legal purposes and also for understanding how the PE model works Demonstrate • Funds invest in multiple portfolio companies (6-12) acquiring a Invest shareholding stake Gains • Alignment between portfolio company management and investors is important so management usually have an equity interest alongside the investors • Lifetime of the Fund is typically evergreen but investors can agree wind-up from 10 year point Value-add Strictly Private & Confidential | 4
Private Equity Example • Consider a business generating EBITDA of $5m, valued at $25m, no debt. Current management want to buy out existing owner but do not have the capital to do so themselves • MBO, management contribute $2m, PE contribute $8m equity and $8m sub debt, bank debt of $7m • On exit, business is generating EBITDA of $10m, valued at $50m, ignoring interest Entry Exit Returns $7m Bank – interest Bank (not shown) Implement $8m PE debt – interest PE growth Debt (not shown) strategy, expansion, $50m $7m acquisitions 5x Bank $28m PE equity $28m on etc. EBITDA PE $8m (3.5x cash) $25m $8m Equity PE 5x Debt EBITDA $8m PE $10m $7m Management $7m Equity $5m Management on $2m (3.5x cash) $2m Management EBITDA Enterprise MBO EBITDA Enterprise value Funding value Strictly Private & Confidential | 5
The Private Equity Process Private equity firms have a hands-on approach to building value, following a 5 step process through the investment cycle: 1. Fleshing out the investment thesis • Having a clear understanding of how the company makes money and why we’d want to invest in it • Thesis is developed and refined alongside management and sets strategic objectives and financial targets 2. Drawing up a blueprint for action • Thesis outlines broad picture – to execute successfully requires more detail (e.g. a 100 day plan) • A good plan should be clear what needs to be done to achieve the company’s strategic objectives 3. Supporting strong management teams • Private equity should provide an environment where the company can take advantage of opportunities they may not be able to achieve on their own 4. Measuring what matters • Identifying the key metrics that drive value and monitoring through an operational “dashboard” • Helps monitor progress toward operational goals before they show up in financial results 5. Plant the seeds for a future possible liquidity • Understanding how a company makes money at each stage of the business cycle and engineering performance improvements helps create a strong business positioned to perform well in future Strictly Private & Confidential | 6
What makes a company a good candidate for private equity investing? • Track record of positive earnings and growth • Strong management teams looking for a partner to provide strategic and governance expertise • Attractive industry dynamics and strong and differentiated market positions – focus on emerging global players and leading domestic businesses • Strong growth propositions (offshore scalability, roll-up, roll-out) • A well defined investment thesis • Expected to provide a target IRR of 30% per annum (net 20% to investors) • Attractive to future purchasers (if decide to realise value) Strictly Private & Confidential | 7
Capabilities Provided to Firms Private equity provides both capital and skills and expertise in: • Strategy development • Governance • Acquisition, divestment and IPO experience • Extensive networks • Key personnel and external service providers • Financing and balance sheet structuring • Active Board input • Risk management / ESG • Long experience of successful input into development and execution of company strategies and plans • Acting as a “sounding board”, aided by investee company management network and wide industry experience Strictly Private & Confidential | 8
Domestic Private Equity Fund Performance The mid-market is the sweet spot for New Zealand private equity investments Gross IRR by Size of Invested Capital (n = 131) = number of investments 40% 80 74 35% 70 30% 60 25% 50 20% 40 31 35% 15% 30 18 10% 20 8 5% 15% 10 8% – – -1% $0 - 5m $5 - 50m $50 - 100m $100m+ (5%) (10) Source: Cambridge Associates Strictly Private & Confidential | 9
Pencarrow has been helping New Zealand businesses achieve their goals for over 25 years History Founded Fund II Fund III Fund IV Bridge Fund Fund V Fund I $25m $138m $75m $124m $80m $250m 1993 1998 2005 2011 2016 2018 11 portfolio 11 portfolio Six portfolio companies in companies in companies in Fund I Fund II Fund III Investment Approach Investment Themes • Pencarrow partners with outstanding management teams & • We invest in a broad range of industries. existing shareholders to realise a company’s full growth potential. • Particularly attracted to emerging global champions, leading • Returns are derived through earnings growth, not excessive levels domestic players potentially expanding into Australia, roll ups and of leverage. roll outs. • Later stage investor – companies are typically cash flow positive or have a clear pathway to profitability. Funding • Active investor bringing complementary capability to the board. • Pencarrow raises funds from its investors every 3-5 years. • We seek to grow the value of its investments and provide dividend income stream over the long term. • Funds raised represent a binding commitment and are “called” when Pencarrow makes a new investment. • Typically provide expansion capital to effect growth, but also provides replacement capital where founders wish to de-risk their • Investors comprise large institutions, iwi groups, trusts, investment, either through majority or minority stakes. foundations and individuals, mainly from New Zealand. Strictly Private & Confidential | 10
Pencarrow Investment Themes Identifying competitive advantage that is underpinned by clear economic, demographic, social or technological factors Emerging Global Champions Leading Domestic Players Industry Consolidation Rollouts • Companies addressing a • Market leaders in New • Industries with attractive • Industries with attractive niche segment in a global Zealand in attractive dynamics and no clear dynamics and proven market industries market leader business models • Differentiated market • Strong and stable cash flows • Potential acceleration of • First-class management position and strong growth scale and growth through teams with the ability to • Potential international propositions consolidation capture market share expansion, particularly • Companies leveraging New Australia, which is seven • Opportunities for significant • Scalability Zealand’s small economy times larger than New cost synergies and characteristic of an Zealand experimental test bed to attain rapid global expansion Strictly Private & Confidential | 11
Current Situation • Covid-19 forced PE managers to actively work with their portfolio companies to undertake scenario planning, ensure contingency plans were in place and ensure adequate funding and liquidity. • Merger & acquisition (M&A) deals were cancelled or put on hold (eg, Metlife) and origination largely ceased. • Certain sectors (eg, travel, tourism, leisure, hospitality, education, retail) were much more dramatically affected than others. Different to the GFC which more broadly impacted across a range of sectors. • With Covid-19 now eliminated in NZ, we are much more likely to experience a “V’ shaped recovery apart from certain sectors like tourism. This will also reflect in boosted M&A activity and valuations. Strictly Private & Confidential | 12
Conclusion • Private Equity represents an asset class almost completely unrepresented in many NZ portfolios and yet has been shown over the long term to deliver among the highest risk-adjusted returns of any asset. • Virtually all large institutional investors in NZ have now embraced the asset class including NZ Super, ACC, iwi groups, community trusts and high net worth individuals yet many other investors (such as Kiwisaver investors) are missing out. • As a proportion of the NZ economy, private companies and markets are a much bigger opportunity set than those represented on the NZX. • Illiquidity does not represent a good reason for fund managers to remain uninvested in this asset class. Illiquidity can be managed through the greater scale that many funds now have and the known stickiness of most underlying investors. • Pencarrow would welcome investment into our next fund (Fund VI), likely to be raised in 2021. Likely parameters are: - 6 -10 investments - Target enterprise values of $20m to $200m - Evergreen fund but the ability for 25% of investors to call a two year wind-up notice at Year 8 Strictly Private & Confidential | 13
Appendices Case Studies – Fund IV Pencarrow Investment Team Strictly Private & Confidential | 14
BrewGroup Investment Ownership $16.8 million 79.0% Leading New Zealand tea and coffee business (Fund IV – 47.8%) Invested October 2013 (Co-investment – 31.2%) Deal Overview Investment Thesis Value Added Leading position in the domestic tea and Leading player in attractive markets with Achieved revenue and earnings uplift coffee markets number one or two brands and from increased sales to Progressive, diversification across all key distribution expansion into Australia and acquisitions channels Portfolio of strong brands, including Bell, Jed’s, Hummingbird, Gravity, Twinings Launched a number of new products, and Burton’s Incremental and highly profitable including Jed’s Bean Bags business available through increased sales to Progressive Enterprises Operates in all major channels in New Secured a number of major coffee Zealand including grocery, hospitality, accounts corporate/workplace and food service Multiple opportunities for growth Acquired Hummingbird in early 2016 Vertically integrated business model Sold to global beverage leader JDE in November 2016 Strictly Private & Confidential | 15
Icebreaker Investment Ownership $15.0 million 38.0% Global leader in merino outdoor apparel (Fund IV – 19.0%) Invested November 2015 (Co-investment – 19.0%) Deal Overview Investment Thesis Value Added Leading designer and marketer of merino Differentiated position in a large and Restructured North American operation outdoor and sports apparel growing market by closing US regional office and consolidating functions to Canada Diverse offering of natural and Historical track record of growth and Instigated a comprehensive review of the sustainable fibre products profitability product supply chain Primary markets are North America, Robust plan to grow revenue and Closing a number of underperforming Europe, and New Zealand and Australia improve profitability with a focus on stores in the US and opening new smaller accelerating consumer demand and format stores in Canada and Australia reducing supply chain costs and Products are ranged in more than 4,500 overheads Restructured management team with premium outdoor, snow-sports and new head of strategy / marketing, CFO sporting goods stores across 44 countries and COO appointed Partnering with a high quality management team Sold to global apparel and footwear leader VF Corporation in April 2018 Strictly Private & Confidential | 16
Seequent (previously ARANZ Geo) Investment Ownership $15.3 million 40.5% Global geological software solutions and services business Invested July 2014 Deal Overview Investment Thesis Value Added Leading global provider of 3D geological Leading player in a niche global software Completed the internalisation of third-party modelling software for mining and market distributors exploration geologists Made several hires to strengthen the senior Track record of rapid and profitable management team Customer base encompasses more than revenue growth, with annual recurring 400 mining and exploration companies licence renewals over 90% Increased investment in new product development and made two significant Strong recurring subscription-based Multiple growth dimensions acquisitions in 2016 licence revenues, with direct distribution Significantly expanding the company’s and sales into most international markets Backing a high quality CEO and addressable market by entering new verticals management team Sold a majority stake to US private equity investor Accel KKR, alongside Pencarrow Fund V, in August 2018 Completed the acquisition of Canadian geoscience software company Geosoft for CAD43.5 million in December 2018 Strictly Private & Confidential | 17
Pencarrow Investment Team Rod Gethen Managing Partner Nigel Bingham Managing Partner • Joined Pencarrow in 1994 • Joined Pencarrow in 2005 after 20 years in investment banking • Previously worked for Deloitte and PwC in corporate finance in • Previously worked for Cameron Partners as a partner and Fay, Auckland, Sydney and London Richwhite • Currently on the boards of BeGroup, Umbrellar, Mix and The • Currently on the boards of MMC, Seequent, Netlogix, RedShield Collective and New Zealand Frost Fans • Previously a director of BrewGroup, Icebreaker, BJ Ball and • Previously a director of BrewGroup, phil&teds, BJ Ball and Methven Rishworth Aviation Jonathan Goldstone Managing Partner Philippa Weston Investment Director • Joined Pencarrow in 2013 • Joined Pencarrow in 2012 • Previously worked for Morgan Stanley and UBS in investment • Previously worked for Kiwibank and AMP Capital banking in New York, Auckland and Sydney • Currently on the boards of MMC, Mix, BeGroup and Solarcity • Currently on the boards of Umbrellar, Netlogix, The Collective, Avanti Finance and Skin Institute • Previously a director of Icebreaker and Seequent Hazel Martin Investment Manager Geoff Romijn Investment Manager • Joined Pencarrow in 2017 • Joined Pencarrow in 2018 • Previously worked for PwC in corporate finance, a mid-market • Previously worked for Deloitte in corporate finance in European PE fund in London and the Walt Disney Company Wellington, Z Energy, and Colt and United Biscuits in the UK • Currently on the board of Umbrellar Alex Perry Investment Analyst Contact Details • Joined Pencarrow in 2018 Wellington Rod Gethen 04 917 0118 Level 14, Pencarrow House, 1-3 Willeston Street • Previously worked for PwC in their corporate finance team in Nigel Bingham 04 917 0116 Wellington Auckland Jonathan Goldstone 021 656 345 Level 5, 33 Federal Street Hazel Martin 0204 123 2482 Strictly Private & Confidential | 18
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