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Transport Perspectives 2 | Transport Perspectives / September 2013 Transport Perspectives 2 | Transport Perspectives / September 2013 M&A trends in transport infrastructure Dr. Steffen Wagner and Tobias Wölfel Mergers and Acquisitions (M&A) in the transport and logistics sector are highly dependent on overall economic growth and business confidence. As a result, total transactions values remain subdued due to the euro debt crisis and the subsequent worsening of global GDP growth numbers. General overview Graph 1: Transport and logistics transactions by regional distribution Graph 1 shows a sharp decline in deal values from H1 2011 to H2 2011 while 60,000 600 the numberGRAPH 1 of deals increased over 50,000 500 this period, highlighting an increase 60,000 600 GRAPH 1 40,000 400 in distressed transactions at the peak 50,000 500 30,000 300 of the euro crisis. However since the 40,000 400 second half of 2011, there has been a 20,000 200 30,000 300 steady increase in total transactions 10,000 100 Number of deals values. In H1 2013, total transaction (USD m) Deal value 20,000 200 0 0 values grew by 3% compared to H2 10,000 100 Number of deals Deal value (USD m) Deal value 1H 2H 1H 2H 1H 2H 1H 2H 1H 2H 1H 2008 2008 2009 2009 2010 2010 2011 2011 2012 2012 2013 2012 and by 11% compared to H1 0 0 2012. Transaction volumes have not 1H 2H 1H 2H 1H 2H 1H 2H 1H 2H 1H been similarly affected by the current 2008 2008APAC 2009 2009 Latin2010 America2010 2011 2011 Number2012 2012of deals2013 EMA North America economic climate. In the first half of APAC Latin America Number of deals 2013 however, transaction volumes Source: Thomson Financials Database,EMA 2013. North America sharply declined while transaction values continued to rise, indicating a significant increase in average deal sizes. Which regions and subsectors are responsible for this trend? Graph 2: Transport and logistics transactions by subsector GRAPH 2 60,000 600 While the EMA region still accounts 50,000 500 for theGRAPH largest 2 share of global M&A 60,000 600 40,000 400 activities in the transport sector, 50,000 500 emerging markets in ASPAC and Latin 30,000 300 40,000 400 America are gaining importance. In H1 20,000 200 2013, transactions in ASPAC accounted 30,000 300 10,000 100 Number of deals for almost 50% of total global deal (USD m) Deal value 20,000 200 0 0 value. 10,000 100 Number of deals Deal value (USD m) Deal value 1H 2H 1H 2H 1H 2H 1H 2H 1H 2H 1H 2008 2008 2009 2009 2010 2010 2011 2011 2012 2012 2013 0 0 Transport infrastructure transactions 1H 2H 1H 2H 1H 2H 1H 2H 1H 2H 1H gaining importance 2008Infrastructure2008 2009 2009Airlines2010 2010 2011 2011 2012Number2012 of 2013deals Other transport & logistics When looking at M&A activity by Shipping Infrastructure Airlines Number of deals subsector, the significant increase Shipping Other transport & logistics in transactions values in transport infrastructure deals is striking, as shown Source: Thomson Financials Database, 2013. in Graph 2. This includes primarily airports, ports, and road operations. 100% 76% 86% 88% 64% 96% 85% 80% 78% 79% 78% 32% GRAPH 3 100% 80% 76% 86% 88% 64% 96% 85% 80% 78% 79% 78% 32% GRAPH 3 68% 60%80% © 2013 KPMG International Cooperative (“KPMG International”). KPMG International provides68% no client services 40%60% and is a Swiss entity with which the independent member 36% firms of the KPMG network are affiliated. 40% 24% 20% 20% 22% 21% 22% 36% 14% 15% 12% 4% 24% 20%0% 20% 22% 21% 22% 14% 15% 1H 2H 1H12% 2H 1H 2H 1H 2H 1H 2H 1H 2008 2008 2009 2009 20104% 2010 2011 2011 2012 2012 2013 0% 1H 2H 1H 2H 1H 2H 1H 2H 1H 2H 1H 2008 2008 Infrastructure2009 2009 2010 2010 Total excluding2011 2011 infrastructure2012 2012 2013 Infrastructure Total excluding infrastructure GRAPH 4 8% 7.8% 7% 1.4x GRAPH 4 8% 6% 7.8% 7% 1.4x 2.2x 5.7% 5% 1.6x 6% 2.2x 4% 5.7% 5% 1.6x 3.6% 4%3% 3%2% 3.6% 2%1% 0% 1% Global GDP Trade growth Seafreight 0% Global GDP Trade growth Seafreight 45 GRAPH 5 40 45 35 GRAPH 5 40 30 35 25 30 20 25 15 EBITDA margin EBITDA 20 10 15 5 EBITDA margin EBITDA 10 0 5 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2010 2010 2010 2010 2011 2011 2011 2011 2012 2012 2012 2012 2013 0 1Q 2Q 3QInfrastructure4Q 1Q 2Q 3Q Logistics4Q & Freight1Q 2Q Forwarder3Q 4Q 1Q 2010 2010 2010 2010 2011 2011 2011 2011 2012 2012 2012 2012 2013 Infrastructure Logistics & Freight Forwarder GRAPH 6 12 GRAPH 6 1210 108 86 EV/EBITDA 64 EV/EBITDA 42 20 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 0 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 Transport Perspectives / September 2013 | 3 © 2013 KPMG International Cooperative (“KPMG International”). KPMG International provides no client services and is a Swiss entity with which the independent member firms of the KPMG network are affiliated. 4 | Transport Perspectives / September 2013 Transaction values of infrastructure targets more than tripled in H1 2013 to US $16bn. As shown in Graph 3, this accounts for almost 70% of total transaction value in the transport and logistics sector, far above the average 20% in previous years. At the same 60,000 600 time,GRAPH transaction 1 values of freight forwarders, logistics service providers 50,000 500 and land transport companies 40,000 400 (included in ‘Other transport & 30,000 300 logistics’) – which usually hold the 20,000 200 largest share of the total sector value – 10,000 100 Number of deals declined significantly by over 75%. (USD m) Deal value 0 0 However, transaction volumes in 1H 2H 1H 2H 1H 2H 1H 2H 1H 2H 1H infrastructure declined by almost 2008 2008 2009 2009 2010 2010 2011 2011 2012 2012 2013 20% in H1 2013, showing an evident APAC Latin America Number of deals number of large cap transactions in EMA North America this subsector. The largest of these transactions are shown in Table 1. Other significant transactions occurring in 2012 included1: • Qatar Investment Authority acquisitionGRAPH 2 of stocks in Heathrow Airport holding company FGP Topco 60,000 600 for US $1.4bn. 50,000 500 • VINCI acquisition of Portuguese 40,000 400 state terminal operator ANA for US 30,000 300 $4bn. 20,000 200 10,000 100 Number of deals • Aéroports de Paris (ADP) acquisition (USD m) Deal value of shares of a total of US $874m in 0 0 1H 2H 1H 2H 1H 2H 1H 2H 1H 2H 1H Turkish operator TAV. 2008 2008 2009 2009 2010 2010 2011 2011 2012 2012 2013 • Private equity investor Global Infrastructure Partners (GIP) Infrastructure Airlines Number of deals Shipping Other transport & logistics acquisition of Edinburgh airport in the UK for US $1.3bn. Graph 3: Infrastructure transaction values as share of total transport & logistics transaction values 100% 76% 86% 88% 64% 96% 85% 80% 78% 79% 78% 32% GRAPH 3 80% 68% 60% 40% 36% 24% 20% 20% 22% 21% 22% 14% 15% 12% 0% 4% 1H 2H 1H 2H 1H 2H 1H 2H 1H 2H 1H 2008 2008 2009 2009 2010 2010 2011 2011 2012 2012 2013 Infrastructure Total excluding infrastructure Source: Thomson Financials Database, 2013. 1. Thomson Financials Database, 2013. © 2013 KPMG International Cooperative (“KPMG GRAPH 4 8% International”). KPMG International provides no client services and is a Swiss entity with7.8% which the independent member 7% 1.4x firms of the KPMG network are affiliated. 6% 2.2x 5.7% 5% 1.6x 4% 3% 3.6% 2% 1% 0% Global GDP Trade growth Seafreight 45 GRAPH 5 40 35 30 25 20 15 EBITDA margin EBITDA 10 5 0 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2010 2010 2010 2010 2011 2011 2011 2011 2012 2012 2012 2012 2013 Infrastructure Logistics & Freight Forwarder GRAPH 6 12 10 8 6 EV/EBITDA 4 2 0 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 Transport Perspectives / September 2013 | 5 Table 1: Largest infrastructure transport transactions completed in H1 2013 Date Target Name Description Acquiror name % of shares Value of transaction EV to EBITDA acquired (USDmn) 05/2013 Port Botany (Australia) Port operator Investor group 100 4,527 - 02/2013 Stansted Airport Ltd (UK) Airport operator Manchester Airport Group 100 2,380 14.2 04/2013 Australian Infrastructure Assets Airport and road Australian state-owned Future 100 2,081 - operations Fund Management Agency 05/2013 Terminal Investment Limited SA (Netherlands) Terminal operator Global Infrastructure Partners 35 1,929 - 06/2013 Aeroports de Paris SA (France) Airport operator Investor group of Credit 10 965 10.7 Agricole SA, and Vinci SA 05/2013 Port Kembla Port Corp (Australia) Port operator Investor group 100 798 - 02/2013 Aeropuerto Internatcional Luis (Puerto Rico) Airport operator Aerostar Airport Holdings LLC 100 628 - 06/2013 Terminal Link SA (France) Terminal operator China Merchants Holdings 49 539 - 01/2013 Vaninskiy Morskoy Torgovyi Port (VMPT, Russia) Port operator Mechel-Trans 73 503 - Source: Thomson Financials Database, 2013.
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