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BCR Investor Presentation
April 2015
Disclaimer
The information contained herein (“Information”) has been prepared by Brisa – Concessão Rodoviária, S.A. ("BCR") and, according to its nature, it is not provisional and not intended to give
any forward-looking statements, estimates or future projections and should be read accordingly. The Information is publicly disclosed under the applicable rules and regulations and may be
freely used under the condition that BCR renders no representation, warranty or undertaking, express or implied, with respect to, and no reliance should be placed on, the fairness,
accuracy, completeness or correctness thereof. Neither BCR nor any of its affiliates, subsidiaries, directors, representatives, employees and/or advisors shall be held liable or responsible
for any direct or indirect damages whatsoever that may occur or that may arise from any use of the Information or otherwise arising in connection with this presentation or as a result of
any use or manipulation, modification or alteration, update, revision or correction, whether intentional or not, of the Information.
All data referred in this document must be reported to the document’s date. Therefore, considering the nature and objective of the disclosure of the Information, BCR shall not be under
any obligation to update said Information, nor shall it be under any obligation to make any prior announcement of any amendment or modification thereof and therefore the Information
may not be used in the future in connection with any offer (public or private) in relation to securities issued by BCR. Any decision to purchase, subscribe, exchange or otherwise trade any
securities in any offering launched by BCR or on its behalf should be made solely on the basis of the information to be contained in the relevant prospectus, base prospectus or offering
memorandum to be made available in due course in relation to any such offering in accordance with the applicable rules and regulations.
The contents of this presentation have not been verified by Barclays Bank PLC, BCP, BESi, CaixaBI, Santander or Société Générale (the “Joint Bookrunners”). Accordingly, no representation
or warranty, express or implied, is made or given by or on behalf of any of the Joint Bookrunners (and their shareholders, directors, officers or employees) or any other person as to the
accuracy, completeness or fairness of the information or opinions contained in this presentation.
The Joint Bookrunners are acting for BCR in connection with the proposed transaction and for no one else and will not be responsible to anyone other than BCR for providing the protections
afforded to clients of the Joint Bookrunners , nor for providing advice in relation to the proposed offering or any other matter referred to herein. Any prospective purchaser of the
securities in BCR is recommended to seek its own independent financial advice. The Joint Bookrunners have not authorised the contents of, or any part of, this document.
The Information is provided for general purposes only and is not intended to constitute professional advice. Furthermore, the Information does not constitute or form part of and should not
be construed as, an offer (public or private) to sell, issue, advertise, market, invite to subscribe, submit to investment gathering procedures or the solicitation of an offer (public or private)
to buy or acquire securities of BCR or any of its affiliates in any jurisdiction or an inducement to enter into investment activity in any jurisdiction.
Use of data contained herein in its original format shall contain a quote as to the source of the information and/or a reference of where it was taken from.
BRISA Concessão Rodoviária, S.A.
Head-Office: Quinta da Torre da Aguilha, Edifício BRISA, São Domingos de Rana
Share capital: EUR 75 000 000
Registered in the Commerce Registry Office of Cascais under register and corporate tax number 502790024
Transaction Overview
Brisa Group & BCR Structure
FY 2014 Results
Wrap-up & Main Targets for 2015
Appendix
Transaction Overview
BCR new issue of senior notes.
EUR 300 million, 10 years
New Issue will be launched in parallel with a cash tender offer for the 4.5%
Dec-16 Euro bond(Barclays is acting as Offeror)
Description
Transaction TimetableTransaction Timetable
4
Tender Announcement Friday, 17 April
New Issue Announcement Monday, 20 April
Tender Expiry Friday, 24 April
Tender Acceptance Tuesday, 28 April
Tender Settlement (expected) Wednesday, 29 April
New Issue Settlement Thursday, 30 April
Transaction Overview
Rationale
� Smoothen and extend it’s maturity profile
� Increase debt duration, also minimising cost of carry, taking advantage of current market conditions on the new
issue
The transaction allows BCR to:
M/L term debt amortization profile (current)
Current
0
100
200
300
400
500
600
700
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032
millionEur
EIB Bonds
5
Current
After transaction (*)
(*) For illustrative purposes only
Transaction Overview
Key Terms & Conditions for the new issue
Issuer: Brisa – Concessão Rodoviária, S.A.
Form of Notes: Reg S / Dematerialised book-entry notes
Status: Senior and Secured Notes
Issuer Ratings: Baa3 (stable) by Moody’s / BBB (stable) by Fitch
Currency: EUR
Size: 300,000,000Size: 300,000,000
Tenor: 10-years
Listing and Trading: Luxembourg Stock Exchange (Regulated Market)
Governing Law: Portuguese Law
Documentation: EMTN
Clearing: Interbolsa, Euroclear, Clearstream
Denominations: EUR 100,000 + EUR 100,000
Joint Bookrunners: Barclays, BESI, CaixaBI, MBCP, Santander GBM, SGCIB
6
Transaction Overview
Brisa Group & BCR Structure
FY 2014 Results
Wrap-up & Main Targets for 2015
Appendix
Brisa Group
Brisa Auto-estradas(Parent company)
BCR Brisa Concessão
Rodoviária(100%)
BrisalConcession
(70%)
DouroConcession
(100%)
AtlânticoConcession
(50%)
Litoral OesteConcession
(15%)
BrisaO&M
(100%)
Via Verde(60%)
BrisaI&T
(100%)
BrisaEngenharia
(100%)
Organisational chart (simplified for illustrative purposes)
8
(50%)(15%)
Baixo TejoConcession
(30%)
NWP(100%)
BCR> Strong financial profile
> Ring-fenced
> CTA, covenant and security package
Other concessions> Amortising long-term project finance
> Non recourse to Parent Co.
> NWP is the only fully consolidated
project
Rated debt:Bonds + EIB + Bank debt
Project FinanceProject Finance
(100%) (100%)
Controlauto(60%)
M-Call(100%)
Service Companies> O&M expertise
> Funded through Brisa (almost no
debt)
BCR is Brisa’s main asset
BCR Structure
Brisa transferred its Main Concession to Brisa Concessão Rodoviária (“BCR”)
and its operation and maintenance activities to Brisa O&M in December 2010
Greater ratings stability and predictability
� BCR is ring-fenced from the remainder of the Brisa group
� Strong financial profile
Higher visibility of assets and cash-flow
� Clearer portfolio management approach, giving visibility over the
Brisa:Parent Co
Main ConcessionO&M Co
Otherconcessions
Old Structure
BCR Ring-fencing
9
� Clearer portfolio management approach, giving visibility over the
value of each business
Higher business unit efficiency
� Better definition of priorities and objectives for each business and
increased level of specific and central skills
Improved concession agreement management
� Maximization of the economic and financial potential, splitting the
assets from the servicing companies which do not revert to the
State at the end of the Concession
� Focus on operation and relationship with the Grantor
New Structure
Brisa:Parent Co
Otherconcessions
BCRMain Concession
Brisa O&M
O&M agreement
BCR is ring-fenced from the remainder of the group
Concession Agreement
Term � 31st December 2035
Network
� 1 124 km, 11 motorways
� Fully built since 2007
� Only 22 km to be built (link to the new Lisbon airport)
� Includes the main road corridors with the highest importance in
the Portuguese motorway structure
General overview of the Concession Agreement
Tariffs
� Annual automatic increase of:
- 100% of CPI, 8.5% of the increase reverts to EP
(State)
� 93% of the Main Concession is tolled, leaving access to
the Lisbon and Porto metropolitan areas free of charge
(under terms of concession agreement)
� Average toll rates are 0.07 € per km, one of the lowest
rates in Europe
The backbone of the Portuguese road systemA clear and stable contract with the State
BCR
10
Rating
“The upgrade to Baa3 (from Ba1) reflects the positive
traffic trends observed on BCR's motorway network, which
should be supportive of the company's deleveraging over
the medium term and will result in financial ratios
commensurate with an investment grade rating.”
“Also supportive of the investment grade rating is BCR's
liquidity and the company's prudent financial policies
regarding management of upcoming debt maturities.”
Rating Reports
Baa3 (Stable) BBB (Stable)
“Fitch Ratings has revised Portuguese toll road operator Brisa Concessao
Rodoviaria's (BCR) Outlook to Stable, from Negative, and affirmed its Long-
term secured ratings at 'BBB'.”
“The rating action reflects sustained traffic improvement in FY14 and our view
that traffic stabilisation will allow BCR to
remain compliant with the deleveraging process outlined in its creditor-
protective financial covenant package.”
“Fitch expects BCR's leverage to remain below 5.75x (marginally up from 5.38x
Moody’s Fitch
BCR Baa3 BBB
PortugueseRepublic
Ba1 BB+
regarding management of upcoming debt maturities.”
“Improved traffic trends coupled with continued
operational efficiencies have led to a reduction in BCR's
leverage. The company's financial leverage on the basis of
net debt/ EBITDA decreased to 5.98x as of end-June 2014,
of end-June 2014, which was below the trigger level of
6.25x.”
(Credit Opinion – 14 Nov 2014)
“Fitch expects BCR's leverage to remain below 5.75x (marginally up from 5.38x
in FY14 due to potential dividend
distributions) over the next three years and progressively to decline
thereafter.”
“BCR has now posted five consecutive quarterly growth, with FY14 volumes
increasing 4.5%. This growth, which was largely above its European peers',
reflected a base effect (i.e. comparison with low traffic of previous years) but
also the stabilisation of the country's economic performance (GDP growth at
0.9% in 2014) and domestic consumption.”
(Credit Opinion – 25 Feb 2015)
Since November 2014, BCR is back to Investment Grade by both Moody’s and Fitch
11
Transaction Overview
Brisa Group & BCR Structure
FY 2014 Results
Wrap-up & Main Targets for 2015
Appendix
FY2014 results
Toll revenues increased by 5.5% � More than one year of sustained positive traffic growth
� 4.5% traffic increase driven by a robust organic traffic
Operating expenditures better than guidance� Opex increased by 0.7%
Strong cash flow generation
� (vs. toll revenues guidance of >3.0%)
� (vs. opex guidance of
<1.0%)
YE 2014 results highlights
Excellent results, strong cash flow generation and enhanced liquidity
Strong cash flow generation� EBITDA margin of 73.5%, higher than in 2013 (72.1%)
� EBITDA – CAPEX of €315.2 million
� Net Debt (nominal) decreased by €194 million
Enhanced liquidity position & lower cost of debt� €300 million,3.875% coupon Bond issued in April
� €225 million, 6.25% coupon Bond repaid in December
� Cash position of €339 million at YE 2014
� (vs. EBITDA-CAPEX
guidance >€275 million)
13
Macroeconomic context
GDP / Private Consumption quarterly growth (YoY)
2013
GDP = -1.4%
P. Consumption = -1.4%
2014
GDP = 0.9%P. Consumption = 2.1%
2015
GDP = 2.2%*P.Con.= 2.3%*
2.7%GDP Private
* Universidade Católica forecast
*
FY2014 results
14Sixth consecutive quarter with positive YoY growth
* *
-3.8%
-2.1%
-1.0%
1.6%
1.0% 0.9% 1.1%0.7%
2.1%
-4.0%
-2.0%
-0.9%
1.4%
2.1%1.7%
2.7%
1.9%2.4%
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
GDP Private
Consumption
**
3Q 13
4Q 13
VKM growth
15 350
16 082
20 061
19 062
4Q13 to 4Q14
4Q12 to 4Q13
2H 13
+6.5%
+1.2%
+4.5%
2Q 14
1Q 14
Quarterly ADT (Average Daily Traffic) / VKM growth
FY2014 results
Positive growth across all network
1Q 14
2Q 14
YE 2014 ADT per motorway
14 669
4Q
13 364
1Q4Q
14 321
15 101
3Q
15 350
14 669
2Q
13 210
1H 14
A1 A2 A3 A4 A5 A6 A9 A10 A12 A13 A14 TOTAL
ADT 27 739 12 460 15 769 24 541 59 409 4 182 15 560 5 184 17 004 3 526 3 857 16 230
% change 3.9% 6.2% 5.8% 4.2% 1.7% 8.6% 3.1% 5.6% 3.7% 6.4% 3.2% 4.5%
+5.2%
+4.5%
3Q 14
4Q 14 +4.6%
15
2.4%
6.5%5.2%
4.6%
4.4%
4.0% 3.5%
5.0%4.1%
Organic Growth (YoY) Total Growth (YoY)
ADT quarterly YoY growth
FY2014 results
-8.9%
-4.0%
-0.6%
1.2%
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
-10.1%
-3.5%
-0.3%
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2013 2014 2013 2014
Impacted bycalendar effects
Steady positive growth 16
Traffic
Traffic & Toll Revenue (YoY)
3M 13 6M 13 9M 13 12M 13 3M 14 6M 14 9M 14 12M 14
AADT (organic) -10.3% -6.7% -4.2% -2.2% 4.0% 3.7% 4.2% 4.2%
Calendar effect 2.0% 1.1% 0.9% 0.3% -2.8% 0.3% 0.3% 0.3%
Shadow tolls -0.3% -0.5% -0.6% -0.5% 0.0% 0.0% 0.0% 0.0%
Competition1 -0.2% -0.2% -0.2% -0.2% 0.0% 0.0% 0.0% 0.0%
Like-for-like -8.8% -6.3% -4.1% -2.6% 1.2% 4.0% 4.5% 4.5%
Mix effect -0.5% -0.4% -0.1% 0.0% 0.5% 0.4% 0.4% 0.4%
Tariff increase 1.6% 1.7% 1.7% 1.7% 0.0% 0.0% 0.0% 0.0%
FY2014 results
� Traffic increase of 4.5% in 2014, which compares to a decrease of 2.6% in 2013
� Toll revenue increased 5.5% in 2014, improving from a 1.2% decrease in the same period of the previous year
� Traffic performance significantly above BCR’s guidance for 2014
Revenue
Organic traffic growth is driving the revenue recovery 17
Tariff increase 1.6% 1.7% 1.7% 1.7% 0.0% 0.0% 0.0% 0.0%
Others (leap year, etc) -1.0% -0.5% -0.3% -0.2% -0.4% -0.3% 0.2% 0.5%
Total -8.6% -5.5% -2.7% -1.2% 1.3% 4.3% 5.1% 5.5%1 Incl. CRIL, AEDL and AEBT
million euros 2013 2014 yoy change
New junctions 0.6 0.3 -41%
Widening works 10.6 5.9 -44%
Major repairs1 12.7 15.6 23%
Other (equipment, supervision, etc.) 5.0 5.1 3%
CAPEX detail
FY2014 results
Capex remained at low levels in 2014
� Capex is mainly related to major maintenance and some widening works in two sub-
stretches
Total 28.9 26.9 -7%
1 Under the framework of IFRIC12, major repairs are provision costs, not CAPEX
18
Toll revenues increased significantly above BCR’s revised guidance
Opex change in line with guidance despite higher increase in revenues
million euros 2013 2014 yoy change
Operating income 439.6 465.5 5.9%
Toll revenues 427.5 451.1 5.5%
Service areas 8.6 8.9 3.7%
Other operating revenues 3.5 5.5 59.1%
Operating expenses -122.7 -123.5 0.7%
EBITDA- CAPEX
FY2014 results
EBITDA margin higher than in 2013 and 2012
despite higher increase in revenuesOperating expenses -122.7 -123.5 0.7%
Supplies and services -120.2 -120.9 0.6%
Personnel costs -1.4 -1.5 5.3%
Other operating expenses -1.1 -1.1 -0.9%
EBITDA 316.9 342.1 7.9%
EBITDA Margin 72.1% 73.5% 1.4pp
Capex 28.9 26.9 -7%
EBITDA - Capex 288.0 315.2 9.4%
EBITDA increased 8% to €342 million 19
million euros 2013 2014 yoy change
Net financial results -124.9 -118.9 -5.2%
Financial income 4.8 4.2 -12.7%
Financial expenses 130.2 123.1 -5.5%
Interest expenses 104.0 98.4 -5.3%
IFRIC12 6.0 8.0 33.1%
Other financial expenses 20.2 16.6 -17.6%
Financial results
FY2014 results
Net financial results benefitting from lower leverage and improving market conditions
� Lower financial expenses mainly due to
� lower gross debt
� lower interest rates
� lower banking fees (on committed credit lines)
…and this despite:• the negative carry effect in 2014 due to the Bond issued in April
• increase in IFRIC12 financial expenses
Other financial expenses 20.2 16.6 -17.6%
Investment income 0.5 0.0 -
20
In April, BCR issued a €300 million bond with a 3.875% coupon.In Dec, BCR redeemed the € 225 million retail bond which had a 6.25% coupon.
million euros YE 12 YE 13 Change YE 14 Change
Bonds 1 788 1 408 -380 1 483 +75
EIB 702 663 -39 624 -39
Bank facilities 36 82 +46 52 -30
Total 2 526 2 153 -373 2 159 +6
Cash 310 139 -171 339 +200
Debt Structure (nominal)
FY2014 results
� BCR’s net debt decreased by €202 million in 2013 and by €194 million in 2014
� BCR further mitigated its refinancing risk – next significant redemption (Dec2016) already being addressed
� Drawings under the Bank facilities remain low, thus leaving additional availableliquidity at high levels
Cash 310 139 -171 339 +200
Net debt 2 216 2 014 -202 1 820 -194
Continuing deleveraging 21
M/L term debt amortization profile
FY2014 results
100
200
300
400
500
600
700
millionEur
� Following the bond issued in April, BCR has now enough funds and facilities to meet its forthcoming debt maturities and further smoothen its debt profile:
� €339 million in cash
� €270 million in credit lines (as of YE14)
� Strong free cash flow generation
� Less concentrated debt maturities
Smoother debt amortization profile 22
0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032
EIB Bonds
Trigger/Lock-up level:>6,5 up to 2H2013>6,25 in 2014
Default level:>8,0
Significant(and increasing)
6.00x
6.50x
7.00x
7.50x
8.00x
7.01
6.88
6.44
Net debt / EBITDA¹
FY2014 results
23
� Significant net debt reduction over the recent years (almost 18% in just twoyears)…
� …complemented with increasing EBITDA, allows for a significant Net Debt/EBITDAdecrease
1 Inputs for this ratio may slightly differ from reported figures due to the adjustments made in order to reflect the CTA ratio definitions
(and increasing) headroom to
lock-up
All ratios in compliance with significant headroom
7.01x 6.88x 6.44x 5.98x 5.38x5.00x
5.50x 5.98
2H2012 1H2013 2H2013 1H2014 2H2014
Transaction Overview
Brisa Group & BCR Structure
FY 2014 Results
Wrap-up & Main Targets for 2015
Appendix
Wrap-up
Ring fenced structure
� Exposure to the Main Concession only, ring fenced from the rest of the Group
� Main Concession is a mature, stable asset, with high cash flow visibility and low business risk
� Common covenant package provides funders with greater protection
� Management team exclusively dedicated to BCR
� Protected ownership structure
Compelling investment proposition
� Unique traffic momentum – traffic levels already showing strong recovery after the financial
25
Improving operating
performance
� Unique traffic momentum – traffic levels already showing strong recovery after the financial
crisis
� Recovering macro-economic environment in Portugal
� # 1 player in Portugal with limited competing routes
� Best in class opex and capex performance
� Resilient cash-flow generation
Prudent financial
management
� Supportive credit rating: investment grade, with proven market access even in the worst
moment of the crisis
� Stable deleverage profile, with significant net debt reduction over the recent past
� Active financial management, with next significant redemption (Dec 2016) already being
addressed
Main targets for 2015 (as disclosed on YE14 Results Presentation - Feb 25th, 2015):
Toll revenues growth
Opex growth
EBITDA-CAPEX
> 3.0%
> €300 million
flat
Targets for 2015
26
Traffic continues to recover, strong cash flow generation and prudent financial management
EBITDA-CAPEX > €300 million
Additional information (estimate):
Traffic growth 1Q2015 (e)
ND/EBITDA for 1H2015 (e)
> 7.0%
c.5.50x, with € 184 million of
distributions in the 1H15
Transaction Overview
Brisa Group & BCR Structure
FY 2014 Results
Wrap-up & Main Targets for 2015
Appendix
million euros 2013 2014 yoy change
Operating income 439.6 465.5 5.9%
Operating expenses -122.7 -123.5 0.6%
EBITDA 316.9 342.1 7.9%
EBITDA Margin 72.1% 73.5% 1.4pp
Depreciation & prov. -154.5 -159.7 3.4%
Toll revenue increase comfortably above guidance
Opex change in line with guidance despite higher increase in revenues
EBITDA margin higher than in 2013 and 2012
Income Statements
Appendix
Improving cash flow generation and profitability
Depreciation & prov. -154.5 -159.7 3.4%
EBIT 162.4 182.3 12.3%
EBIT Margin 36.9% 39.2% 2.3pp
Net financial results -124.9 -118.9 -4.8%
Profit before tax 37.5 63.4 69.4%
Income tax -10.0 -21.6 117.8%
Net profit 27.5 41.8 52.0%
Financial results improved mainly due to lower leverage and better market conditions
28
Stable evolution:
� Current assets include €339 million in cash
million euros 2013 2014 % change
Assets 3 067 3 155 3%
Non-current 2 848 2 725 -4%
Current 168 378 125%
Deferred tax 50 52 4%
Equity 687 727 6%
Statements of Financial Position
Appendix
Strong balance sheet
� Debt increase translatedinto higher cash balance
Liabilities 2 380 2 428 2%
M/Long-term financial debt 1 750 1 956 12%
Short-term financial debt 362 182 -50%
Other 267 290 9%
29