Generating Long Term Value from Infrastructure Investments
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Capital Projects & Infrastructure Infrastructure Generating long term value from infrastructure investments pwc Foreword Infrastructure: back on the rails? The global recession has impacted the development of the Infrastructure market. However, whilst M&A activity has fallen, the recession has given infrastructure investors an opportunity to assess the resilience of their investments Whilst the financial crisis and global recession has taken In this revision of Infrastructure ‘Generating long term its casualties, there is evidence that appears to reinforce value from infrastructure investments’, we look at the key the supposed ‘core tenets’ of infrastructure investing. themes across the infrastructure investment lifecycle, On the whole, assets have remained less volatile exploring recent trends in infrastructure fund-raising and than the wider economy leading to far fewer enforced investment, together with looking at key current issues refinancings than in the Private Equity market. from funds’ and investors’ perspectives. • Long term low risk assets – albeit with some notable As we move into 2010, in addition to an improved debt exceptions, the performance of most infrastructure market, we envisage a focus on the core aspects of assets has remained robust. Regulated utilities infrastructure investing: have continued to perform in line with five yearly plans and have justified their infrastructure status. • Fundraising & set-up – with a number of fund The performance of transportation assets has been managers now preparing to launch fundraising for more variable, with some hit heavily through their second funds and PE backed funds looking to raise commodity specialisms and geographical positioning. their first infrastructure funds, fundamental questions However, after suffering an early slump in volumes, around fund tenure, performance reward and annual/ most appear now to have stabilised with trading overall yield targets will need to be addressed. With improvements now being seen. institutional investors in the driving seat, we believe there are likely to be some innovative structures • Finance-ability of assets – despite a significant linking reward to long-term performance as a result. dislocation of the banking sector, it has still been We also expect that funds with a proven track record possible for leveraged infrastructure deals to be of successful Infrastructure investment may be driven through – largely through the formation of favoured by institutions. Corporate Governance will banking clubs - Angel Trains, Gatwick and Gas inevitably be a more prominent issue for funds this Natural are three such examples. However the time round. cost of and availability of debt has lowered gearing levels and put pressure on equity returns. Liquidity • Asset management – there is likely to be continued in debt markets is improving slowly across the pressure on infrastructure investors to demonstrate infrastructure marketplace, with banks beginning to the value they add. It will be not enough to let assets take syndication risks. However the refinancing of run themselves, particularly with much tougher portfolio assets appears likely to become one of the stances being taken by regulators penalising poor major issues for funds over the next two years. asset performance. As a result we foresee larger asset management teams within funds and greater • Although asset availability has started to increase focus on investment performance and operational as vendors have adapted to new market conditions, improvement. processes are taking longer with vendors and prospective purchasers alike cautious about • The demands of new regulation – particularly committing. We foresee an improving pipeline with infrastructure falling within the scope of the of assets becoming available, through corporates European Directive on Alternative Investments, and looking to recycle capital and governments looking to with pension funds coming under greater pressure reduce fiscal deficits. to understand the performance and value of their investments. Key issues throughout a fund’s lifecycle Fund lifecycle Strategic decisions Fund set-up & launch Deal origination 01 02 03 Key questions & issues • Listed vs. unlisted? • Which jurisdiction? • Understanding target sectors & jurisdictions • Open-ended or • Creating an efficient closed? financial and tax • Finding the right asset structure at the right price • Fund size? • Establishing • Maintaining deal • Asset target size, reporting principles & confidentiality sector and geography? procedures • Effective negotiation • Target investors? • Incentivising fund & with vendors & investment managers management Exit strategy? Deal execution Maximising post deal returns Fund lifecycle management 04 05 06 07 • Accurately assessing • Effectively managing • Effective corporate • Planning for valuation early performance governance optimal exits: early identification of exit • Identifying key drivers • Accelerating value • Reporting valuations issues and issues creation with integrity • Identification of likely • Evaluating upsides • Management • Optimising refinancing asset purchasers engagement and opportunities • Incentivising alignment • Careful management management teams • Identifying & of exit processes to • Effectively monitoring minimising ongoing maximise value • Overcoming barriers to capital projects regulatory and cash extraction administrative requirements 01 1 Generating long term value from infrastructure investments infrastructure Generating longtermvalue from Strategic decisions 02 Fund set-up & launch 03 Deal origination 04 Deal execution 05 Maximising post deal returns 06 Fund lifecycle management 07 Exit strategy? Strategic decisions Getting the strategy right at the outset is key to both Unlisted funds the success of the Fund launch as well as its ongoing performance. Over the following pages we explore recent In the light of the above, and the credit crunch-related key themes which will impact funds’ strategic decisions. difficulties experienced by the global banks sponsoring most unlisted infrastructure funds, one might expect to To date, the impact of the credit crunch on the have seen a similar picture in this market. However, the infrastructure market has been markedly split between real picture is some way different from this. the listed infrastructure players who have had to re- assess their models in the face of sustained pressure Recent fund raising has been higher than ever, with the from shareholders and the financial press, and the latest figures showing more funds ‘on the road’ than at unlisted funds who have largely continued activity as any time in the sector’s history, despite contractions in before, albeit within more restrictive market conditions. financial markets. Listed funds PPP/PFI focussed funds The loss of shareholder confidence within the financial Both listed and unlisted PFI/PPP focussed funds remain services sector has severely impacted stapled attractive to investors with the quasi government security and share prices of funds and fund managers covenant and significantly index linked nature of the respectively, predominately in the Australian market. underlying cash flows, proving attractive in difficult times. Major players have revisited their approach to Growth of infrastructure funds on the road investments, seeking to strengthen balance sheets 100 through asset sales. Strengthening listed funds’ 90 corporate governance has been a key challenge for 80 funds, with Macquarie and Challenger both publishing 70 60 fund management agreements for the first time, and 50 strengthening the independence of listed funds’ boards. 40 30 We consider that in the medium term, it is unlikely that 20 listed funds will be able to finance new infrastructure 10 0 acquisitions through capital market fundraising. Jan 2007 Jan 2008 Jan 2009 Jun 2009 Actual Actual Actual Actual Number of Funds on the Road Aggregate Target of Funds on the Road ($bn) Source: Preqin 2009 Infrastructure Review PricewaterhouseCooopers LLP 2 Strategic decisions Of the ten largest infrastructure funds of all time, eight With this as the backdrop, a key component of fund- have been raised since May 2007. Most of these raising success will be in establishing a framework are still currently sitting on considerable uninvested in which investors have confidence in funds’ asset commitments. selection, management and remuneration structures. Ten largest unlisted infrastructure funds raised of all time Key strategic considerations are likely to include: 8,000 • Choice of limited partners 7,000 3,500 • Whether the fund is open or closed-ended, and the 6,000 5,640 investment period if closed-ended 5,000 4,600 4,000 • Target return rates 4,000 3,500 4,000 • Minimum investor contributions 3,000 3,000 2,170 2,000 2,000 • Fund manager compensation 3,500 1,000 Fund management compensation 0 2003 2004 2005 2006 2007 2008 Following recent high profile events, we believe investor Macquarie EIF 2 Morgan Stanley IP RREEEF PEIF scrutiny will be considerably higher over the near GS IP 1 AIG Highstar Cap 3 Alinda IF 1 future, with fund manager compensation of particular GIP B&B EIF Macquarie EIF importance. Macquarie Infrastructure Partners Whilst aligning investors’ interests with fund manager’s Source: Prequin June 2009 Infrastructure Review compensation is generally considered best practice, there are practical difficulties in achieving this, particularly for long-term closed-ended and unlisted Key strategic questions open-ended funds,