Sale of Edenor February 17, 2021 Disclaimer
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Sale of Edenor February 17, 2021 Disclaimer This presentation has been prepared by Pampa Energía S.A. (“Pampa” or the “Company”) in order to be shared with its shareholders to facilitate their deliberation of the proposed sale by Pampa of all of the issued and outstanding Class A common shares issued by Empresa Distribuidora y Comercializadora Norte S.A. (“Edenor”), representing 51% of Edenor’s capital stock and voting rights (the “Transaction”). This presentation does not in any manner address the Company’s shareholders’ underlying business decision to proceed with or effect the Transaction or the likelihood of consummation of the Transaction, nor constitutes a recommendation to Pampa’s shareholders (including, but not limited to, as to whether any such shareholder should vote in favor of the consummation of the Transaction). Further, it does not address the relative merits of the Transaction as compared to any other transactions or business strategies in which Pampa might engage, or the relative merits of the Transaction as compared to any strategic alternatives that may be available to Pampa; nor does it address any legal, regulatory, tax or accounting matters. In preparing this presentation, we reviewed and analyzed: (1) the stock purchase agreement relating to the Transaction; (2) the behavior of the electricity market in Argentina and its regulatory framework; (3) information about Edenor, including updated financial and operating information with respect to its business, operations and prospects; (4) a trading history of Edenor ADRs and Class B common shares stock from January 2020 to January 2021; and (5) a comparison of the historical financial results and present financial condition of Edenor. This presentation is not, and should not be construed to be, a fairness opinion, an expert’s report or a valuation opinion under the requirements of any applicable laws. This presentation contains information and statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts, and include, without limitation, all financial projections of Edenor outlined in this presentation. These statements are only predictions based on our current assumptions, expectations and projections about future events. Forward-looking statements may be identified by the words 'believe', 'expect', 'anticipate', 'target', or similar expressions. While Pampa’s management believes that the expectations reflected in such forward-looking statements are reasonable, investors (including its shareholders) are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Pampa, which could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include, but are not limited to, changing business, economic, financial, regulatory, political or other market conditions in Argentina and elsewhere, the completion of Edenor’s tariff revision process, Edenor’s prospects for growth anticipated by our management, and the other risks and uncertainties discussed in our reports and other documents filed with the U.S. Securities and Exchange Commission. Further, Pampa undertakes no obligation to publicly update Edenor’s nor its forward-looking statements, whether as a result of new information, future events, or otherwise, nor makes any representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein is, or shall be relied upon as a promise or representation that any such forward looking statements will be achieved. Management is not making and you should not infer any representation about the likely existence of any particular future set of facts or circumstances. This presentation does not constitute an offer, or invitation, or solicitation of an offer, to subscribe for or purchase any securities. Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. Securities may not be offered or sold in the United States unless they are registered or exempt from registration under the Securities Act. Any offering of securities to be made in the United States will be made by means of a prospectus or offering prepared in connection with any such offering. 2 Table of Contents 1. Introduction 2. Electricity Market Overview 3. Company Overview 4. Market Capitalization 5. Conclusions Introduction Transaction snapshot Brief summary of the transaction EBITDA, US$ million 51% of Edenor at US$ 99.1 million 11% 19% 18% 10% n.a. 21% premium to market (1) 212 (2) US$ 23m net financial debt forecasted as of Dec-20 161 115 US$ 70m CAPEX commitment from 2019’s settlement of 61 Cammesa regulatory debt Implicit equity 194 % Edenor / Pampa Consolidated EBITDA F-20 net debt 23 (68) (2) (2) Capex committed 70 2017 2018 2019 F-2020 F-2021 EV 287 Disbursed investments, US$ million F-20 EBITDA (2) 61 Cumulative total: US$ 2.6 EV / F-20EBITDA 4.7x billion 272 271 250 Use of proceeds: enhance power and gas business, 221 199 210 179 specially Plan Gas 183 135 Timeline: 120 110 106 108 99 105 • Shareholders’ meeting 2/17 + Regulator approval 70 → closing and change of control • 1 year form closing: seller financing of 40% of 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 F- F- 2020 2021 purchase price @10% interest rate Pampa will remain with a minority stake of 4.1% Source: Bloomberg, Edenor ´s financial statements and approved 2021 budget - FX convertion at average official exchange rate of each period. (1) As of January 20 th , 2020 – (2) According to Edenor’s 2021 approved budget 4 Introduction Transaction summary On December 28 th , 2020, Pampa Energía S.A. (“Pampa”) announced it entered into an agreement (the “Stock Purchase Agreement”) with Empresa de Energía del Cono Sur S.A. (the “Buyer”) and Integra Capital S.A., Messrs. Daniel Eduardo Vila, Mauricio Filiberti and José Luis Manzano (the “Guarantors”), to sell the controlling interest in Empresa Distribuidora y Comercializadora Norte S.A. (“Edenor”) by transferring the total Class A shares, which represents 51% of the capital stock and voting rights of said company, pursuant to certain precedent conditions, including but not limited to the approvals of Pampa’s shareholder meeting and the Argentine National Electricity Regulatory Entity (the “Transaction”). The purchase price consists of (i) 21,876,856 Class B shares of Edenor, representing 2.41% of the capital stock and voting rights of Edenor (the “Price in Kind”); and (ii) US$95 million (the “Price in Cash” and together with the Price in Kind, the “Purchase Price”). The Purchase Price shall be paid in three installments as follows: (i) US$5 million and 21,876,856 Class B shares of Edenor within the seven business days as from the signing date of the Stock Purchase Agreement, which have already been collected; (ii) US$50 million on the Closing date, subject to precedent conditions completion; and (iii) US$40 million after one year from the Closing date, except if offsetting or prepayment in advance occurs (the ‘Balance of the Price’). The Balance of the Price will accrue a nominal annual fixed interest rate of 10% as from the Closing date, payable on a quarterly basis. To enable this sale, it will be necessary to submit the terms of the transaction to the consideration of Pampa’s Shareholders at a general shareholders meeting. In such context, we provide them with this presentation of general background information of Edenor as well as some economic and financial statements and information that we believe are relevant to make a decision. 5 Table of Contents 1. Introduction 2. Electricity Market Overview 3. Company Overview 4. Market Capitalization 5. Conclusions Electricity Market Overview Electricity value chain Renewable Nuclear 6% Large Residential 6% 105.321 Users GWh distributed in 2019 28% 43% 27% 61% 28 1 Significant players High Voltage Thermal Transmission Hydroelectric 6 29% Regional Market Transmission Ranking Company Share SMEs Installed Capacity 2 International 1 20% ~42 GW Transmission Total demand 2019: 2 16% Generation Transmission ~128,900 GWh 3 11% Demand Distribution Source: CAMMESA and Secretariat of Energy 6 Electricity Market Overview Sector snapshot Sector overview • Argentina is the 3rd most relevant market in the region, behind only Brazil and Mexico, with a current installed capacity of ~42 GW • The system is predominately thermal based, representing almost 62% of energy matrix, but it is one of the most promising markets for renewable energies in LatAm • For several years the sector was characterized by the lack of a regulatory framework and stable tariffs that guaranteed its reliability • In order to increase electricity generation, the Argentine government has called for several international public tender processes for the purpose of executing long-term and US$ denominated Power Purchase Agreements (“PPAs”). However, some of the PPAs were not successfully completed • By 2025, and according to current legal targets, at least 20% of argentine electricity demand should be generated by renewable sources Electricity market structure