投资银行在产业中的应用(1)ppt课件

1、L:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM1Investment Banking View of the Utility Industry21 September 2005投资银行在产业中的运用 .Table of ContentsL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SE

2、P 20055:55 PM2Section 1Utility Sector UpdateSection 2Perspectives on Recent Strategic ActivitySection 3Energy Policy ActSection 4Transmission Environment UpdateAppendix ABioTimothy R. Schwarz.Section 1Utility Sector UpdateL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Present

3、ation.pptA2XP16 SEP 20055:55 PM4.Utility Sector UpdateA Brave New World of Growth is EmergingL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM5Growth stocks are starting to make a comeback after 5 consecutive years of trailing value stocksY

4、ear-to-date performance supports our view, as growth, measured by the Barra indexes, has marginally outperformed value. More telling could be that growth has triumphed over value during each of the last six monthsHowever, unlike past rebounds in growth stocks, we expect a GARP orientation to dominat

5、e during this cycleEarnings growth and dividend growth have reconnected after the long absence that defined the 1990s1Correlation Between Dividend Growth and Earnings GrowthSource S&P, Thomson Financial, Morgan Stanley ResearchSource S&P, Thomson Financial, Morgan Stanley ResearchSource Ibbotson, Mo

6、rgan Stanley ResearchIndex of Relative Strength of Growth vs. Value EffectivenessSource Morgan Stanley ResearchApr 77Oct 84Jul 94NiftyFiftyPeakEnergySectorPeakKuwait/RecessionTech 2000GrowthValueDj Vu: We Think Growth Investors Are Looking at Something Akin to the 1994-1997 PeriodS&P500 Growth Relat

7、ive to S&P 500 Value Annual Total ReturnGrowthValue.Utility Sector UpdateUtility Sector Sensitivity to Interest RatesNotes1. Forecast as of August 8, 2005; all forecast values are for the end of the indicated periodL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.p

8、ptA2XP16 SEP 20055:55 PM6With the Fed tightening 10 consecutive times, U.S. long-term interest rates have not risen in line with expectationsU.S. utilities have not been as sensitive to interest rate movements as historically observedMorgan Stanley forecasts that the 10 and 30 year US Treasuries wil

9、l reach 4.75% and 5.0%, respectively, by the end of the year2Source FactSet and Morgan Stanley ResearchS&P Utility Index FY1 P/E and 30-Year Treasury YieldP/E (x)Yield (%)Source Bloomberg and Morgan Stanley Research and The Wall Street Journal Interest Rate Outlook(1)%.L:UTILITIES_NYDEPT_ONLYPersona

10、l FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM7Utility Sector UpdateUtility Sector Valuation Relative to Broader Market3Current valuations are not compelling as the sector is trading close to one standard deviation above its long-term average on most metricsValuation

11、s also are unattractive relative to the broader marketUtility sector trading at 107% of the S&P 500 on a forward P/E basis, above the 5-year historical average of 74%Source FactSet, Bloomberg, Morgan Stanley ResearchSource FactSet, Bloomberg, Morgan Stanley ResearchNotesMorgan Stanley Research data

12、as of September 6, 2005Market data as of September 6, 2005Relative Valuation (S&P Utility Index vs. S&P 500 Index).Utility Sector UpdateInvestor Perception of the Utility SectorL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM8Morgan Stanle

13、y recently conducted an informal survey of the top 25 investors in the utility sector asking two fundamental questions on current valuation levels and their sustainability4Question #1: “The outperformance of the utility industry relative to other sectors for the past 12-18 months has surprised many

14、in the investment community, what do you think are the principal factors supporting this phenomenon?Macro FactorsInterest rate environmentRisk-adjusted growth relative to broader marketLack of direction for broader economyTax law changesSector Specific FactorsCommodity price environmentConstructive

15、regulatory environmentPUHCA repealQuestion #2: “Looking out over the next 12-24 months, do you think this outperformance will be sustainable?Macro FactorsInterest rate environment (Fed actions and shape of the yield curve)Growth in other sectors (i.e., alternative investment opportunities)Economy (s

16、low-down = sustainability of outperformance / growth = underperformance)Sector Specific FactorsSpecial situation stories can only turn around onceM&A / strategic environmentRegulatory environment / ability to “pass through costs to customer.Utility Sector UpdateAnalyzing Utilities Based on Commodity

17、 ExposureL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM9Utilities with commodity growth “kickers continue to be in favor, however, fully regulated names have also performed well over the past six months52006E P/E(x)Source FactSetYTD Shar

18、e Price Change(%)Source FactSetLowCommodity ExposureHighLowCommodity ExposureHigh(1)(6)(2)(3)(4)(7)(5)(8)(6)(2)(3)(4)(7)(5)NotesIncludes RRI, NRG, DYN and CPNIncludes D, TXU, WMB, EPIncludes DUK, FPL, CEG, SRE, DTE, TEIncludes EXC, ETR, EIX, AEE, PNMIncludes FE, AEP, PPL, CIN, DPLIncludes PNW, PSD,

19、IDA, AVAIncludes SO, PCG, ED, PGN, XEL, POM, NUIncludes RRI, NRG and DYN. CPN was excluded because its YTD share price change was -25.4%.Projected Beta vs. Forward P/E0.4 = Low Risk/1.0 = High RiskBusiness Profile vs. Forward P/E2 = Low Risk/7 = High RiskUtility Sector UpdateDoes EPS Growth Matter?L

20、:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM10Given the spotted track record of the utility sector over the past three years, investors are largely discounting EPS growth rates greater than 5%Taking on greater business risk, in the sear

21、ch for incremental EPS growth, is not necessarily being rewarded appropriately by the investment community for the commensurate riskThe market does not see significant value in distinguishing between 4-6% growth for a couple of year period vs. 2-3% long-term growth when visibility is limited to the

22、regulatory treatment of rate base and timing of rate increases6Estimated Growth Rates vs. 2006E P/ESource FactSet, IBESProjected BetaIBES 2006E P/ESources FactSet, IBES and S&P Credit ReportsIBES 2006E P/ES&P Business Profile RatingSources FactSet, IBES and Barra.Utility Sector UpdateWhat is the Mar

23、ket Rewarding?L:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM11There continues to be a negative relationship between growth and P/E multiplesMarket is skeptical of Utilities achieving stated growth objectives above 5%Premium is being plac

24、ed on lower risk, low growth strategies (i.e., stick to core competencies)The market is also placing premium valuations on companies that are returning cash to shareholders if they dont have a use for it in their core businessHigh dividend paying stocks are being rewarded by the marketConclusion: An

25、y “growth investments face a high hurdle rate for investors7Source FactSet and IBESSource FactSet and IBESIBES 2006E P/EPayout Ratio (%)IBES 2006E P/EIBES LT Growth Rate (%)Estimated Growth Rates Are Not Necessarily RewardedHigher Dividend Payouts Are Still Being Rewarded来自 www3722中国最大的资料库下载.Section

26、 2Perspectives on Recent Strategic ActivityL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM13.L:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM14Perspectives on Recent Strategic A

27、ctivityKey ObservationsNotesIncludes global announced transactions of $100MM or more; excludes terminated transactionsAnnual amounts based on mean of percentage premiums paid over unaffected stock price which is defined as stock price 4 weeks prior to the earliest of the deal announcement; announcem

28、ent of a competing bid; and market rumors before 31 March 2005Includes all announced bids irrespective of consideration offered (i.e., includes all cash, all stock and hybrid bids). Excludes outliersM&A activity in 2005 continues to be robustYTD announced global volume up 35% over same period in 200

29、4 8Source Thomson Financial as of 9 Sept 2005Premiums Paid Have Come Down SignificantlyM&A Premiums Paid for Global Public Targets (1990YTD) (%) (2) (3)Source Thomson FinancialValuation levels provide support to the current M&A environmentAcquisition premiums are down as buyers demonstrate increased

30、 discipline Volume and Average Deal Size up Significantly (1)Volume ($Bn)Avg. Transaction Size ($MM).L:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM15Perspectives on Recent Strategic ActivityThe Market Is More Receptive to M&ANoteAftermar

31、ket performance compared to acquirors unaffected stock price (1-day prior to announcement)9Median Aftermarket Performance of the Acquirors Stock Price Following Announcement (1)Largest 20 Announced Deals in the U.S. per Year (1999YTD)Change (%)Source Thomson Financial as of 9 Sept 2005Improved marke

32、t receptivity to announced transactionsMedian Aftermarket Performance of the Acquirors Stock Price Following Announcement (1)Largest 20 Announced Deals in the U.S. per Year (1999YTD)Change (%)Source Thomson Financial as of 9 Sept 2005.Perspectives on Recent Strategic ActivityNotesBased on unaffected

33、 prices as of 5/6/2005, 12/15/2004, and 5/23/2005, for Duke/Cinergy, Exelon/PSEG, and Scottish Power, respectivelyAggregate Value without securitized debt is $25Bn; EV/2005E EBITDA without securitized debt is 10.4xBased on equity research estimatesLTM P/E (March 05) is 20.5xLTM EV/EBITDA (March 05)

34、is 8.6xL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM1610(1)(1)(1)(1)(1)(3)(3)Price performance since announcement(4)(5)(2)(2)Comparison of Recent M&A TransactionsKey Merger Statistics.L:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim Schwa

35、rzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM17Perspectives on Recent Strategic ActivityEmergence of Alternative Sources of CapitalNoteTransactions greater than $400MM. Includes transactions with U.S. based seller or buyerFinancial sponsors and hedge funds have emerged as an increasingly

36、 important pool of capitalProliferation of $1Bn+ fundsConvergence of hedge funds and private equityGrowth in number and size of alternative investment funds driven by search for outperformance in low-return environmentTraditional strategies generating lower-return prospects11Financial Sponsor Activi

37、ty as % of Total U.S. M&A Volume (1)%# of dealsSource 19962004 Thomson FinancialGrowth in Global Hedge Funds, 19962004Asset ($Bn)Number of FundsSource HFR report.Perspectives on Recent Strategic ActivityFinancial Player Activity in the Power SectorNew Financial Players Enter the Project Finance Merc

38、hant Energy Sector. . .L:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM18Not all financial players are the same. Those actively involved in the power sector include:A mix of private equity partnerships and fundsCommercial banks that have r

39、eluctantly become owners through foreclosuresHedge funds that have entered the sector by trading distressed debt and equityFinancial institutions seeking long-term, stable annuity-like returns, such as pension funds or newly formed infrastructure fundsInvestment banks looking to expand their commodi

40、ty positions12.Perspectives on Recent Strategic ActivityCalBear Energy Marketing and Trading VentureL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM19On September 8th, Bear Stearns and Calpine announced the formation of a new energy market

41、ing and trading venture focused on physical natural gas and power trading13Overview CalBear Energy LP (“CalBear)100% owned by Bear StearnsBear Stearns will guarantee approved CalBear transactionsActively managed risk and trading limitsCalpine Merchant Services Company (“CMSC)100% owned by CalpineCal

42、pine, through CMSC will retain CES employees and infrastructureCMSC will act as agent for CalBear and CESCalpine will retain all economics from its generation assetsCalBear will provide CES with a $350MM credit intermediation agreementReduces cash collateral positionNets gas purchases and power sale

43、sLimited to transactions less than 61 days outCalBear third-party energy services profits split 50/5050% to CMSC as a service feeTransaction Structure Business OpportunityFragmented industry with thousands of asset ownersLoad-serving entitiesNon-utility generatorsRetail aggregatorsIndustrialsNatural

44、 gas producersPipelinesCalBear to provide the expertise to optimize assetsEnergy market price volatility creates interest from professional investors and end usersMarket inefficiencies and arbitrage opportunitiesCalpine CorporationTransactions RELATED to Calpine AssetsDistribution of ProfitsServices

45、Fees$350MM Credit IntermediationAgreement for Power & Gas TradesAround Calpine AssetsServicesService Fee Equal to 50% of CalBearProfits100% OwnershipCalpine Energy Services, L.P. (CES)Bear Stearns Companies Inc.Transactions NOT RELATED to Calpine AssetsCalBear Energy LP (CalBear)Calpine Merchant Ser

46、vices Company (CMSC)CPN Stock Price($/share)Source Factset Sept. 8th Announcement1-Aug 10-Aug 19-Aug 30-Aug 12-Sept.Section 3Energy Policy ActL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM21.Energy Policy ActThe Energy Policy ActOverview

47、 of PUHCA RepealL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM2214The repeal of PUHCA in the Energy Act will facilitate M&A activity in the utility industryThe SECs traditional role in reviewing M&A proposals has been removed, as has the

48、 requirement for utility combinations to be contiguous or interconnectedHowever, an increase in M&A activity is not assured, as state approval for M&A will still be required and both FERC and the states have been granted additional authorityHow that authority is implemented will be critical to futur

49、e consolidation in the industryIt is our view that PUHCA repeal will increase strategic activity in the sector over time, however, regulatory hurdles in the utility industry will continue to represent obstacles to mergers and acquisitionsState commissions have, and will continue to represent hurdles

50、, particularly to acquisitions by entities not already in the utility business (e.g. rejection of the TPG / Portland General and KKR / Unisource transactions)FERC can be expected to apply its merger guidelines rigorously to protect consumers from the anticompetitive effects of utility mergers and ac

51、quisitions that would permit the exercise of horizontal or vertical market powerIn addition, holding companies will be subject to enhanced information reporting to both FERC and state utility regulators to facilitate rate regulation and protection of ratepayers from abusive company transactionsDespi

52、te its enhanced regulatory role, FERCs oversight should not be nearly as intrusive as was the SECs under PUHCAThe new legislation, which will be implemented through FERC rulemaking, appears to limit the scope of FERCs review to anti-trust related and cross subsidization issues rather than the wide-r

53、anging review required by the SEC under PUHCAMoreover, congress has limited FERCs merger review process to 180 days (absent a showing of good cause) in striking contrast to the open-ended SEC process in which some utility mergers simply died from SEC inactionAs a consequence, electric and gas utilit

54、ies may be newly vulnerable to strategic approaches and may have increased pressure to perform financially and therefore may increasingly look to acquisitions as a means to grow and improve financial performance through the potential synergies derived from consolidation.Energy Policy ActThe Energy P

55、olicy ActPotential Implications of PUHCA RepealL:UTILITIES_NYDEPT_ONLYPersonal FoldersBLUXTim SchwarzUtility Industry Presentation.pptA2XP16 SEP 20055:55 PM23The market is still the driving factor behind transactions, but the Energy Act removes some obstacles that have historically stood in the way

56、of economically sound M&A transactions15New entrants Financial players, foreign entities and non-utility energy companies that have historically balked at subjecting themselves to regulation under PUHCAConstruction or technology companies (not merely Bechtel or GE, but purveyors of clean coal techno

57、logy, transmission or even new nuclear facilities) can now take an equity interest in projects they build or designNew acquirersUtilities in strong financial positions that are not contiguous to many other utilities (e.g. those in Florida), as well as those in highly integrated pools or RTOs (e.g.,

58、PJM), may be particularly well placed for increased M&A activityNew targetsSmall and medium sized utilities will likely enjoy a broader range of potential acquirersTransmission consolidationA utility which knows how to operate a complex electric transmission network can now own electric transmission

59、 across the country, without regard to integration of those systems, or in distant states where they cannot be accused of manipulating transmission to benefit their own native generationRestructuring Opportunities“Flat utilities that have operations in several states and non-utility subsidiaries wil

60、l be able to restructure as holding companies with separate state utilities and non-utility businesses held apart from the utility ownership chain without having to register under PUHCA (such a structure may simplify state regulatory issues).Section 4Transmission Environment UpdateL:UTILITIES_NYDEPT