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Domestogaz of Ukraine S w 9B07N008 DOMESTOGAZ OF UKRAINE Professors Tony Frost and Stephen Foerster wrote this case solely to provide material for class discussion. The authors do not intend to illustrate either effective or ineffective handling of a managerial situation. The authors may have disguised certain names and other identifying information to protect confidentiality. Ivey Management Services prohibits any form of reproduction, storage or transmittal without its written permission. Reproduction of this material is not covered under authorization by any reproduction rights organization. To order copies or request permission to reproduce materials, contact Ivey Publishing, Ivey Management Services, c/o Richard Ivey School of Business, The University of Western Ontario, London, Ontario, Canada, N6A 3K7; phone (519) 661-3208; fax (519) 661-3882; e-mail [email protected]. Copyright © 2007, Ivey Management Services Version: (A) 2010-02-09 It was early January 2006, and Jason Wong’s employer, an investment bank that specialized in emerging markets, had recently teamed up with one of the world’s best known financial institutions to launch a US$300 million Eastern European Investment Fund (the Fund). According to the Fund’s prospectus, it was established to: Achieve long-term capital appreciation by taking significant stakes in the portfolio companies through negotiated transactions while taking an active role to influence their operations and management with the objective of achieving superior returns by restructuring their financial situation or improving their business. We typically aim to realize capital gains on our investments in four to six years. The investments range from $2 [million] to $10 million of equity and/or quasi equity per transaction. Larger financing can be arranged through our working relationships with other private investment firms. Our interests are broad, however we are particularly interested in fast moving consumer goods, distribution, communications, manufacturing and service businesses. The role of Wong’s firm in the partnership was to find high-potential companies in which the Fund might invest. The Fund had just been launched, and his firm was now in the process of identifying, evaluating and valuing prospective companies. This morning, Wong’s boss had entered his office and tossed onto his desk a file on Domestogaz, a privately controlled Ukrainian company. She explains the job ahead: Your team has been following the situation in Ukraine and I need your expertise. I’ve just received a file from a contact of mine in Ukraine on this company, Domestogaz. Apparently, company management is seeking to raise a total of about US$25 million by selling a minority stake in the company to outside investors. That fits the general profile of the kind of investment the Fund is looking for. So, get to work. I want to know what you think we should do and why. Page 2 9B07N008 BACKGROUND Headquartered in the Ukrainian city of Lviv, Domestogaz was established in 2001, by the merger of two formerly state-owned companies with storage and retail operations in the light oil market in Western regions of the country. In 2006, Domestogaz’s business was centered on its network of 170 gasoline stations in Ukraine, of which 107 operated under the company’s DomGaz brand. In 2005, Domestogaz earned a net profit of UAH40.5 million on revenues of UAH1,944.6 million.1 Revenues had grown by 51 per cent over the previous year, and profits by 82 per cent. (Financial statements are provided in Exhibits 1 and 2.) The company was increasingly optimistic about its future and had established an ambitious expansion plan that called for the development of at least 150 new DomGaz- branded gasoline stations. Under this scenario, management aimed to control eight to 11 per cent of the retail market for light oil products in Ukraine by 2008. Needed now were the funds to implement these plans. It was for this reason that Domestogaz was increasingly looking to international sources of investment capital. The majority of the firm’s shares were currently controlled by insiders who also held the key seats on the firm’s five-person supervisory board, which was responsible for strategic direction and major operating decisions. Domestogaz shares were listed on the PFTS, the main Ukrainian stock exchange. Total free-float market capitalization amounted to less than one-quarter of total equity. Recently, the companies shares (of which there were 16 billion shares outstanding) had been trading in a range between US$8.125 per 1,000 shares and US$8.4375 per 1,000 shares, but there was little turnover. In 2005, the firm had initiated an American Depository Receipt (ADR) program as a private placement in accordance with “Regulation S” (which dealt with offshore securities sales) in order to widen the shareholder base and facilitate trading among sophisticated investors. No public information on such share price quotations was available. THE LIGHT OIL RETAIL MARKET IN UKRAINE Prior to 1991, the retail market for oil products in Ukraine was controlled by the state, as were virtually all industries in the former Soviet Union. Under the old regime, regional state enterprises operated the storage and retail distribution of oil products with little consideration as to profit or customer satisfaction. The result was an underdeveloped network of retail stations, poor facilities and service, and frequent gasoline shortages at the retail level. In the early 1990s, as Ukraine established itself as an independent democratic state, the retail market began to change. Private gas stations were built, and most of the existing state- owned companies in the industry were sold off. However, the 1990s proved a difficult decade for the petroleum industry in Ukraine. In the wake of the collapse of the former Soviet Union, the country fell into a prolonged and brutal economic recession. Consumption of oil and natural gas collapsed. Moreover, even as the Ukrainian economy started to show signs of recovery, consumption of petroleum products continued to lag behind as Ukrainian industry shifted away from the highly inefficient, energy-intensive technology predominant under the old Soviet model toward a more modern, energy-efficient capital stock. (Exhibit 3 shows consumption of oil and natural gas in Ukraine from 1985 to 2004.) In 2005, it was estimated that Ukrainian oil refineries were operating at barely 40 per cent of capacity. Moreover, much of the country’s refinery stock was outdated, and struggled to produce light oil products of international quality standards. 1 As of December 31, 2005, the exchange rate of Ukrainian hryvnia (UAH) as set by the National Bank of Ukraine was UAH5.05 to US$1. Page 3 9B07N008 Ukraine was currently dependent on crude oil imports from Russia for more than 95 per cent of the country’s needs. This situation was causing increasing concern among Ukrainian government officials who worried about the dependability of the Russian supply, especially in light of several recent shortages. Unfortunately, changing the geographic origin of oil imports to Ukraine would be difficult: practically all of the country’s oil refineries used technology that was specific to the high-sulfur content of Ural crude, which was the type supplied by Russia. Recently the government had announced plans to build new oil refineries in the Odessa and Lviv regions of the country, using technology that would allow the processing of low-sulfur oil, similar to that available from nearby Kazahkstan and the Middle East. For the foreseeable future, however, oil imports would continue to be dominated by Russian inflows. Demand for light oil products at the retail level was influenced by many factors: the number and type of motor vehicles in a country; a country’s physical size and its geographic location as a transit country for international trade; the density and quality of the road network; the price of oil and the extent to which gasoline was taxed by the government; and the preference for, and availability of, alternatives to motor vehicle transportation, such as rail, subway, bus and plane. (Exhibits 4, 5 and 6 show various figures relevant to retail oil industry demand for Ukraine and selected other countries.) In 2004, the number of motor vehicles had grown by approximately a quarter million units over the previous year, of which 200,000 were passenger cars, reflecting a 37 per cent increase in new care sales since 2003. By 2005, there were approximately seven million motor vehicles operating in Ukraine, including 5.8 million passenger cars, 1 million trucks and 150,000 buses. In terms of road infrastructure, Ukraine still lagged far behind other countries in Europe, in both quantity and quality of motorways. Few of the country’s roads were up to European quality standards, although the vast majority were paved. The government was currently in the process of developing and upgrading the countries two largest motorways: the Kyiv-Chop motorway, part of the “Moscow–Lisbon” international motorway (already operational); and the Kyiv–Odesa motorway, part of the “Helsinki–Athens” international motorway (still under construction). Industry Structure and Market Share The retail light oil industry in Ukraine was highly fragmented. Sales were divided among 12 competitors, the largest of which controlled less than 15 per cent of the market. In 2005, there were approximately 6,000 gasoline stations spread throughout the country. About two-thirds of these were considered out-of-date — lacking modern facilities and consumer conveniences. Based on statistics from developed countries, it was estimated that one modern gasoline station was needed for approximately every 1,200 cars. (Exhibit 7 provides a list of major competitors and their market shares.) In Ukraine, the retail gasoline market was divided into two main company types: those that owned their own refining assets, and those that were solely gasoline retailers.
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