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Southern Energy’s Investment in CEMIG. Matt Michaud Judd Murphy Tory Noto Matt Palasek. Outline. Project Description Southern Energy Brazil CEMIG Project Overview Solution. Project Description. Partnership to purchase 33% of CEMIG voting stock from Minas Gerais AES (65%)
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Southern Energy’sInvestment in CEMIG Matt Michaud Judd Murphy Tory Noto Matt Palasek
Outline • Project Description • Southern Energy • Brazil • CEMIG • Project Overview • Solution
Project Description • Partnership to purchase 33% of CEMIG voting stock from Minas Gerais • AES (65%) • Southern Energy (25%) • Opportunity Fund (10%)
Southern Energy • The unregulated subsidiary of The Southern Company • Southern Energy is a major Independent Power Producer (IPP) in Asia, Europe, and South America • Seeking large returns in international investments
Southern Energy • SEI has assumed both minority and majority positions and has gained valuable operating experience • Invests in both developed and emerging markets • Southern takes a long-term view of investments in emerging markets • In emerging markets Southern looks to gain first-mover advantage
Brazil • 10th largest economy in the world • Annual inflation reached peak of over 2500% in 1993, now down at 7.3% • Foreign direct investment increased from $25 billion in 1994 to $52 billion in 1996
Brazil • Brazil is widely regarded as the best nation in Latin American for utility investments • By 2007, Brazil will need an additional 30,000 MW of generating capacity, requiring an investment of $20 billion • Now on cusp of full sector privatization • Electricity demand growing at 5% per year • 10% guaranteed return to utilities ended in 1995
Brazil • Generating capacity: about 62,000 MW. • Electric generation components: • Hydro: 91.02% • Fossil Fuels: 4.92% • Nuclear: 0.99% • Other: 3.07% • Total Production 317 billion kWh • Total Consumption 336 billion kWh • Total Imports (Paraguay) 42 billion kWh
CEMIG • State-owned utility of Minas Gerais • Federal government has large minority investnment • Fully integrated – generation, transmission, and distribution • Has exclusive rights to sell to 96% of Minas Gerais • Generally considered best utility investment in Brazil
Project Overview • Southern’s share would cost $276 million • $126M in cash • $150M in dollar-denominated debt • Thus exposing SEI to currency risk
Project Overview • Consortium would be given • Veto power on expenditures > 1 million real • 4 of 11 seats on the board • 3 ‘key’ executive positions • Ability to pass through costs • Southern brought in partnership for industry expertise
Real options • Delayed investment: wait to see how regulatory situation develops, then expand capacity accordingly • Invest in gas-fired-plants: hedge against hydro power, Bolivian pipeline makes this possible • Delayed bid: given that they are the only bidder, they could delay their initial bid until the regulatory situation is clear • But, the ship may sail without them
Solution – Discount Rate • Base case cost of equity was 24.8% • Adjustments • Assumed beta of .4 for average utility investment • Adjusted up/down for idiosyncratic risks • Extreme reliance on hydro (Up) • Uncertain regulatory framework (Up) • Weak judicial system and unsettled political climate (Up) • Cemig is fully integrated (Down) • Privatization trend (Down) • Improved operating margins after investment (Down) • Adjusted cost of equity is 18.9%
Solution – NPV Analysis Free cash flows to common equity: • Used consensus analyst cash flow estimates and adjusted to reflect operating efficiencies • Assumed minimum purchase price as initial investment • Accounted for optionality of delayed investment NPV without option: ($14.7M) NPV with option: $44.7M Assumptions for delayed investment option: • 50% chance of deregulation (at least of wholesale market) • 1,500 MW capacity investment • Return (cash flow) per MW in-line with projections
Solution - Comparables Comparable Acquisition: • Implied price of $34.72 • Light SA purchase by AES in 1996, Light is a distributor • Bovespa index has improved 40% since that time P/E Multiples: • Average Brazil utility implies $43.79 • Weighted average implies $51.92 • Weighted more heavily on fully integrated peer
What Happened? • Acquisition went through at $56.15/share (minimum) • Economic crisis hits Brazil in 1998 • Abandoned peg to USD • Caused by Asian currency crisis, Russian default • Since beginning of 2001 the real has depreciated by more than 20% • Random • 1998 – New governor of Minas Gerais sued to remove partnership’s control through local courts • 2000 – Partnership wins in court • 2001 – CEMIG upgraded to ADRs on NYSE
What Happened? • 2001-02 – Energy crisis in Brazil • Drought led to lack of hydro-generation • Consumers asked to cut consumption by 20% • Inadequate transmission system means electricity cannot get to underserved markets • Government ordered 50 thermoelectric plants to be built, but lack of guarantee led to dearth of investors • Thus far 36 plants are in process of being built (14,200 MW) and Brazil entered into a power contract of 2,800 MW from Paraguay and Argentina.