Presentation - MPX and E.ON to form Joint Venture
description
Transcript of Presentation - MPX and E.ON to form Joint Venture
Rio de Janeiro | January 2012
MPX / E.ON JOINT VENTURE
DISCLAIMERThe material that follows is a presentation of general background information about MPX Energia S.A. and its subsidiaries (collectively, “MPX” or the “Company”) as of the date of the presentation. It is information in summary form and does not purport to be complete. No representation or warranty, express or implied, is made concerning, and no reliance should be placed on, the accuracy, fairness, or completeness of this information.
This presentation may contain certain forward-looking statements and information relating to MPX that reflect the current views and/or expectations of the Company and its management with respect to its performance, business and future events. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like “may”, “plan”, “believe”, “anticipate”, “expect”, “envisages”, “will likely result”, or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and assumptions. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this presentation. In no event, neither the Company, any of its affiliates, directors, officers, agents or employees nor any of the placement agents shall be liable before any third party (including investors) for any investment or business decision made or action taken in reliance on the information and statements contained in this presentation or for any consequential, special or similar damages.
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Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever.
Recipients of this presentation are not to construe the contents of this summary as legal, tax or investment advice and recipients should consult their own advisors in this regard.
The market and competitive position data, including market forecasts, used throughout this presentation were obtained from internal surveys, market research, publicly available information and industry publications. Although we have no reason to believe that any of this information or these reports are inaccurate in any material respect, we have not independently verified the competitive position, market share, market size, market growth or other data provided by third parties or by industry or other publications. MPX, the placement agents and the underwriters do not make any representation as to the accuracy of such information.
This presentation and its contents are proprietary information and may not be reproduced or otherwise disseminated in whole or in part without MPX’s prior written consent.
AGENDA
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Highlights
E.ON | Overview
The Transaction
MPX and E.ON - Bigger, Better and Faster Together
Highlights
1
Creation of CCX, listed at the BM&FBovespa Novo Mercado, with a cash position of up to R$ 814 million
Strengthening of
CCX
Creation one of the largest private energy solutions provider in Brazil, with the
goal of reaching 20 GWA Giant is Born
MPX will raise R$1.0 billion through a capital increase of which E.ON shall ultimately invest approximately R$850 million for a 10% stake at MPX
Significant Value
Unlocked
E.ON and MPX will – on a project-by-project basis - decide on E.ON’s potential pre-financing of MPX’s equity proportion at the JV level to accelerate the implementation of its pipeline of projects
Equity Financing
E.ON’s international know-how and operational capabilities will contribute to the strengthening of MPX’s gas and renewable platformsGas & Renewables
Highlights
E.ON
2
E.ON OVERVIEWA leading private global energy company
Generation Portfolio mix (end of 2010)Over 85,000 employees and USD120 billion in
revenues in 2010
Cross technology project management
expertise
In 2010, more than 2.6 GW of capacity were
commissioned;
In 2011, 3.8 GW of new capacity will go
online
Leading global renewables player
Global trading and supply
Strong Balance Sheet
Committed to expansion in Brazil
Germany Rest of the World
8.6 2.8
0.8 1.5
6.0 10.9
3.8 19.6
1.1 3.0
2.5 3.1
0.2 3.3
0.3 0.9
23.3 45.1
Total
11.3
2.3
16.9
23.4
4.1
5.6
3.6
1.3
68.5
GW in 2010
Nuclear
Lignite
Coal
Natural Gas
Oil
Hydro
Wind
Other
Total
GLOBAL OPERATIONSGeographically diversified business platform
Conventional generation
Renewables
Oil & Gas
Trading
Countries where E.ON operates
Market Cap Stock Price Performance (EUR/share)
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec12
14
16
18
20
22
24
26
0.00
10
20
30
40
50
60
70Volume (Millions) Price (EUR)
E.ON AG (EOAN-DE) Germany DAX (TR) (Indexed to EOAN-DE)
(21.3%)
(17.3%)
E.ON
# shares (mm) 2,001.0
(x) Price (EUR / share) 16.86
(=) Market Cap (EUR MM) 33,746.9
As of January 10, 2012.
FINANCIAL HIGHLIGHTS Solid financials despite European economic downturn
USD bi 2009 2010 2011E
Net Revenues 117.4 124.6 124.5
Gross Profit 16.7 15.4
EBITDA 13.9 13.8 12.3
Net Profit 12.3 9.0 3.0
The Transaction
3
MPX
Eike Batista
Colombian Coal Assets
Free Float
CCXMPX
Eike Batista Free Float
TradingNatural
ResourcesGeneration Trading
Natural Resources
GenerationColombian Coal Assets
CCX SPIN-OFFCreation of major, integrated coal mining company with ongoing drilling activities to support a 35 Mtpa production and up to R$ 814 million in cash
Approval of CCX spin-off by MPX debenture holders => Creation of CCX, an independent company listed at the BM&F Bovespa Novo Mercado segment
MPX shareholders will be entitled to one share of CCX for each share of MPX they hold
Independent Resource Certification report expected to 1Q12
CREATION OF JV AND MPX CAPITAL INCREASELeveraging strong complementary capabilities to accelerate growth
MPX and E.ON form a 50/50 joint-venture
■JV will be the sole investment vehicle for new projects in Brazil and Chile by both MPX and E.ON.
■Development, execution and operation of thermal and renewable projects and supply and trading
activities.
Equity pre-financing by E.ON
■E.ON and MPX will – on a project-by-project basis - decide on E.ON’s potential pre-financing of MPX’s
equity proportion at the JV level to accelerate the implementation of its pipeline of projects.
E.ON to achieve 10% Equity Interest in MPX through a Capital Increase
■MPX will raise R$1.0 billion through a capital increase.
■E.ON shall ultimately invest approximately R$850 million for a 10% stake at MPX.
Eike Batista Free Float
MPX
Current Thermal Pipeline
Power Generation(with PPA)
Supply & Trading
E.ON
MPX- E.ON JV50/50
Current Renewable
Pipeline
Natural Resources
~10.0%
100% 100%
50%
50%
100%100%50%
50% New Generation
Projects
100%
NEW MPX OWNERSHIP STRUCTURE
Energia Pecém (365 MW)Pecém II (365 MW)Itaqui (365 MW)TPP Parnaíba (1,087 MW)Amapari (12 MW)
Seival
OGX Maranhão
MPX / E.ON - Bigger, Better and Faster Together
4
Current ThermalPipeline
Supply & Trading
JV MPX- E.ON50/50
Current Renewable Pipeline
100%100%50%
New Generation Projects
100%
1 Parnaíba figures consider a 70% interest on the project (remaining 30% owned by Petra Energia S.A.).2 E.ON has a call on behalf of the JV for additional 38.9% of the Açu Project at Book Value
MPX / E.ON JV - Bigger, Better and Faster TogetherMPX will be the only listed company in Brazil exposed to the JV
MPX: A differentiated player in the Brazilian energy market
■ Extensive knowledge of the Brazilian power market
■ Proven development and licensing expertise (14 GW pipeline of licensed projects)
■ Commercial acumen
■ Top notch stakeholder management expertise
■ Successful, vertically integrated strategy secures highly competitive fuel supply
■ Wide ranging expertise and track record in structuring large infrastructure projects
SIGNIFICANT COMPLEMETARY CAPABILITIESTogether MPX and E.ON can create a business that is much more that the sum of the parts
E.ON: A leading private global energy company
■ Cross technology project development expertise
■ Specialist project management and commissioning teams
■ Leading global renewable player, procurement and optimization value add
■ Global trading and supply
■ Significant E&P and LNG experience across the North Sea, Russia and North Africa
■ Strong Balance Sheet
Highly strategic and value enhancing partnership
The MPX’s knowledge of the Brazilian power market added to E.ON’s experience worldwide and technology project development expertise can build a more sizable and profitable energy company;
E.ON has significant E&P and LNG experience and is one of the Europe’s leading gas companies, which can accelerate the development of Açu and Parnaiba Gas TPP;
E.ON has 17 GW of installed capacity of coal power plants around the word and in 2010 alone, E.ON's trading arm traded almost 300 million metric tons of coal. The state of the art German engineering capabilities and vast coal trading experience will enhance MPX’s and the JV’s operations.
A More sizable and profitable business will result in better risk perception by creditors enabling access to more competitive funding for new project developments;
E.ON’s deep experience in trading and supply will help maximize revenues and cash flows.
MPX ALONE MPX e E.ON
A BIGGER AND BETTER PORTFOLIO, FASTERMPX and E.ON together can build a more sizable and profitable business