catalyst corporate finance waste & resource management 2013

The UK Government has announced that it wants to createa zero waste economy focusing on prevention, reuse,recycling and recovery. The sector is becoming the keyenabler of the circular economy. This is creating manyinvestment opportunities and leading to M&A activity.

£7 billion investment in waste treatment facilitiesto drive M&A in evolving sector

Significant investment will lead to recovery in M&AThe basis of competition in the sector is evolving as legislation forces theindustry to transform itself from waste disposal to reuse, recycling and energyrecovery. This is leading to significant investment in infrastructure and majorcompanies in the sector will invest almost £7 billion in waste treatmentfacilities over the next six years. This changing landscape is attracting newentrants and will boost M&A activity in the medium term.

New sources of capital supporting investment in infrastructureCorporate investors including Coca-Cola Enterprises are starting to makemeaningful investments in their recycling capabilities via joint ventures andpartnerships. The Government-backed Green Investment Bank is targeting£15 billion of private investment into the UK’s low-carbon industries and hascommitted funds directly to the waste industry.

UK is a key target market for overseas companiesA quarter of transactions by trade buyers during 2012 involved an overseasbuyer. They are attracted to both the scale of investment and pace of changein the market, as well as the opportunity to secure access to raw materials.

Private equity is continuing to invest

Private equity is attracted to the growth potential in areas such as recyclingand anaerobic digestion and opportunities for developing specialist andregional businesses. An increasing number of institutional investors aredeploying capital in projects as well as companies.

Waste & Resource ManagementM&A update

Winter/Spring 2013

“The UK waste and resourcemanagement industry is goingthrough a period of enormousand positive change. Despite thebroader economic challenges,waste companies and projectscontinue to attract a wide rangeof investor interest.”Mark Wilson, Partner

CatalystCorporateFinanceLLP2013

Waste & Resource Management M&A update


2

An important and complex sector

PackagingManufacturing Packaging

Delivery

Recycle

Product design

Recoveredenergy

E

Energy recoveryLandfill

Secondary Resources

Raw materials

Energy

PrimaryResources

Repair & reuse

Product use

End of life

Source: Catalyst Corporate Finance

Figure 1:Waste and resource management industry has an important role to play in thecircular economy

ClosedLoop

Economy

Over the last five years the industry hastransformed itself by diverting fromlandfill and focusing on the productionof secondary resources for the widereconomy, either through recycling orenergy recovery (see Figure 1).

Companies are focusing on adding valuethrough recycling and energy recovery whilstcapitalising on landfill infrastructure as itwinds down.

Changing waste market:creating opportunities

An increasingly rigorous legislativelandscape is supporting the overallgrowth of the sector. For example, as wellas prioritising waste prevention andresource efficiency, Defra’s Waste PolicyReview (England) emphasises recyclingand reuse by business as well ashouseholds. Potential new restrictions,for example covering waste wood goingto landfill (currently the subject ofconsultation) will likely trigger restrictionsaffecting other materials (such as foodwaste) which will require investment insegregation and reprocessing capabilities.

The escalation in landfill tax to £80-atonne by April 2014 will further enhance

the economics of recycling and energyrecovery, as will recent changesreclassifying certain types of materialsfrom inert to active waste.

Securing waste contracts continues to beat the core of most operations. Althoughthere are now fewer PFI contracts to bewon and competition for local authoritymunicipal contracts remains intense, wecontinue to see opportunities for newentrants such as AmeyCespa andUrbaser to establish themselves.

The market is evolving into one withshorter-term local authority contractsand contracts based on specific wastestreams across municipal andcommercial sectors. Firms such asprivate equity-backed New EarthSolutions have been very successfulsecuring contracts exclusively focusedon organic waste.

Overseas demand for residual wasterefuse derived fuel (RDF) and solidrecovered fuel (SRF) is increasing incountries with excess thermal treatmentcapacity. Demand for RDF fromEuropean incinerators like AEB inAmsterdam is high. Over 1.9 milliontonnes are currently permitted for exportby the Environment Agency.

An evolving marketcreating range of

opportunities

There have however, been somesignificant challenges in 2012 which arelikely to persist in 2013:

Municipal volumes across most parts ofthe country fell again in 2012 as a resultof lower economic activity, thedownturn in consumer spending andthe success of prevention schemes.Anecdotal evidence suggests C&I wastevolumes have also dropped.

Recyclate prices have continued todecline as global demand hasweakened, see Figure 2. Paper hasdropped up to 30% and plastics 20%,which has consequently reduced theaverage recycling revenues. Viridorrecently reported an 18% decline inlike-for-like revenues for first half2012/13 and remains cautious on theprospects for price recovery.

Mitigating this pressure has requiredfacility rationalisation and cost reductionmeasures, as well as offsetting recyclateprice reductions with customers.

Delays to infrastructure constructionhave led to distressed sales in somecases. Enpure, which built two anaerobicmechanical-biological-treatment (MBT)

processing plants in GreaterManchester, suffered severe pressureon working capital on a number of largeprojects and entered administration inSeptember 2012. South Korean powerequipment maker Doosan HeavyIndustries & Construction Co acquiredthe business in November.

Short-term headwinds



Companiesresponding to fallsin recyclate prices

3

Source: Letsrecycle.com

Figure 2:Recyclate prices have decreased by up to 30% depending on commodity type over thepast 12 months

“Most infrastructure investment inrecent years has been related toMSW contracts, particularly to PFIcontracts. However, there is now aclear opportunity for investors inthe C&I sector where additionalinfrastructure is needed to addressthe increasing recycling andreprocessing from this sector.”Paul Levett, Chairman, LRS Consultancy

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4

Increasing investment in waste infrastructure

Figure 3:Waste industry capital expenditure levels exceeded £3.8 billion over the five yearperiod to December 2011 with the top five waste firms accounting for 52%

Source: Catalyst Corporate Finance, Company annual accounts

Leading companieshave committed to

huge capitalexpenditureprogrammes

“We have a lot of plans forinvestment in the UK.We havecommitted to £1 billion ofinvestment in the next six years.So we will be investing the samekind of money we have already.”Estelle Brachlianoff, CEO, Veolia Environmental ServicesSource: Letsrecycle.com 2 November 2012

Investment in waste infrastructure,as measured by capital expenditurelevels, has exceeded £3.8 billion overthe last five years, averaging around£750 million annually across the wholeindustry, see Figure 3. This investmenthas included recycling facilities,residual treatment capacity, collectionfleets and depots largely in the MSWmarket backed by PFI.

Major players leading investment

The top five players invested over half of thetotal expenditure during this period. Weexpect this trend to continue as players havepublicly committed to further investmentprogrammes.

Viridor has developed a £1 billionprogramme of investment in new energyrecovery facilities across the UK, with anaverage cost of £200 million. They havereportedly spent around £145 million inthe first half of their 2012/13 financialyear, three times the previous half year.

David Palmer-Jones, SITA UK CEO,announced around £1.4 billion ofinvestment over the next three years innew recycling and resourcemanagement infrastructure. Since 2011they have received planning permissionfor over two million tonnes of new

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recycling and resource managementcapacity including the energy recoveryplants in Cornwall (CERC) andSevernside (SERC).

In December 2012, Biffa CEO IanWakelin announced plans to invest£250 million in new sorting andseparation facilities to increase recyclateextraction from commercial waste. Biffawill also invest in new RDF or SRFproduction capacity for selling into theglobal market.

Others: 48%

Veolia: 17%

Viridor: 10%

Biffa: 10%

SITA UK: 8%FCC Environment: 7%


Multi-billioninvestment in energy

recovery


5

Source: Catalyst Corporate Finance, Company announcements

Figure 4: £6.8 billion investment in EfW plantswill deliver up to 11.8 million tonnes ofadditional annual residual treatment capacity*(Includes plants in construction, with planningpermission or high visibility on decision)

Figure 5: Anticipated residual wastetreatment capacity of major players basedon number of EfW plants(Bubble size relates to latest annual turnover)

£6.8 billion to be spent on energyrecovery up to 2018

The majority of planned investment will bemade in residual waste treatment facilities,particularly energy from waste (EfW) byincineration or gasification. Much of this isunderpinned by stability in the renewablesregime following the confirmation ofRenewable Obligation (RO) support levelsthrough to April 2017.

Expenditure in this area alone will reacharound £1 billion in 2013 rising to£1.8 billion in 2015 (see Figure 4) if allplants in the pipeline with planningpermission are constructed in the timeframes announced.

Whilst the existence of EfW facilityplanning permission is no guaranteethat consents will be implemented andplants built, over 80% of the 70 plantsin the pipeline are held by majorplayers with strong balance sheets,successful development records andsecure long-term waste contracts(see Figure 5). Although thermaltreatment capacity for C&I residualwaste and RDF has yet to get funding,many sites have planning permission.

We believe that the race to build out theUK’s EfW infrastructure will be largelyover by 2018, especially as thisinvestment will bridge the residual wastetreatment capacity gap, estimated byEunomia to be around 12.7 milliontonnes per annum. Those companieswithout sufficient residual wastetreatment capacity will be at adisadvantage and increase the pressurefor industry consolidation.

Project funding continues toconstrain activity

It is clear that independent developerswithout strong balance sheets, whohave a greater reliance on a merchantmodel, or unproven technology record,will continue to find securing projectfunding (equity and debt) extremelydifficult and therefore facility deploymentalmost impossible.

We expect this to result in M&A activityas developers join forces, such as therecent Energos acquisition of BioGen.Alternatively, partners will be found orthe projects sold on to one of themajors who have both access to fundsand a lower cost of capital.

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dddooordddooo Veolia

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Source: MergerMarket, Capital IQ*2012 figures exclude DS Smith’s £1.3 billion acquisition of SCA Packaging

Figure 6: Deal volumes in UK impacted by the trading environmentWaste industry M&A in the UK since 2007


6

Securing waste supply through M&AThe pace of consolidation within theUK has slowed over the last year withViridor being the only waste majorcontinuing serial acquisitions ofregional businesses. Deal volumesdipped in 2012 (see Figure 6) largelydue to the trading environment,however there have been a number ofclear M&A themes.

Integrating closed loop supplychains

Strategic acquirers have looked to verticallyintegrate recycling businesses within theirsupply chains to ensure security of materialavailability and sustainability.

UK and Spanish consumer packagingspecialists DS Smith and SAICA haveboth acquired operations that integratepaper recovery with paper making andpackaging plants. SAICA’s acquisition offour paper recyclers in the UK deliversover 600,000 tonnes of recoveredcardboard to their £300 million paper mill.

Coca-Cola Enterprises (CCE) isdeveloping infrastructure to ensure itmeets its recycling targets including25% rPET (recycled polyethyleneterephthalate) in all plastic packaging.In September 2012 CCE announced an

investment of £6 million in a jointventure with French PET recycler APPE,which follows the investment in a£15 million recycling facility with ECOPlastics in the UK.

Overseas investors attracted to UKcompanies

Whilst Irish investors have cooled asthey address structural issues at home,the UK remains an attractive investmentdestination for overseas parties. Aquarter of all trade deals in the last 12months involved an overseas acquirerfrom countries such as US, Spain,Germany, Turkey and South Korea.

Spanish companies in particularcontinue to target the UK. In addition toSAICA, hazardous waste specialistTradebe and infrastructure groupFerrovial (AmeyCespa) have completeda number of deals in the last threeyears. Urbaser, owned by Madridheadquartered ACS, is building amunicipal waste business with recentcontract successes in Essex andGloucestershire. WRG has rebranded inline with the Spanish parent FCC andCory remains backed by Iberian privateequity investors.

UK waste marketattracting American,Asian and European

investors

M&A assistingcompanies to secure

material supply

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7

Spotlight: Recycling withinthe circular economy

Innovative product designand production

Innovation in sustainable productdesign is helping manufacturers selectmaterials that are optimal for theirproducts’ use, reuse and recycling.Product design should seek to includethe use of recycled content. Productsmust become more durable to lastgenerations and, where appropriate,producers must start looking atmodularising and standardising themfor easier disassembly and enablingpurer material flows.

New business models respondingto sustainability

New business models need to bedeveloped that include producers andretailers changing from selling to usersrather than consumers, providingservices rather than products andgiving access rather than ownershipto items and goods.

Most large businesses now haveBoard-led sustainability objectives. Forexample, Unilever’s Sustainable LivingPlan, M&S’s Plan A and Sainsbury’s 20by 20. Many companies, regardless ofsize and sector, are citing the shortageof raw materials as the most significantrisk to their business plan.

Improvements in materialstreatment and technology tocapture resources

Generating the circular economyrequires combating resource wastage.New collection systems need to bedesigned to preserve the quality ofmaterials whilst being easy to use andcost effective, and companies need todevelop new technology that willoptimise the quantity and quality ofmaterials that can be extracted fromwaste streams.

Repeated use of products andmaterials will stimulate markets forreuse, refurbishing andremanufacturing. Products will bemade from less materials, but in somecases will require more labour torepurpose them, bringing with it jobswhich stimulates the economy.

Influencing actions that leadto changes in behaviour

Cultural and behavioural change isneeded amongst consumers,business and the waste and resourcemanagement industry. This will requirebringing together appropriatetechnologies, producers, wastemanagement companies and localauthorities.

Four areas are considered integral to buildinga circular economy:

The introduction of the term “circular economy”has been the impetus to get the private sector torecognise the business critical aspects ofresource management.

Industry needs tobetter manage theresources used intheir supply chains

Dee MoloneyManaging DirectorLRS Consultancy


New sources of investment capitalThriving private equityenvironment


8

Commercial diligence key to funding

Review of the current policy and legislativeframeworkAssessment of potential future trendsAssessment of feedstock security includingcompatibility with technology

Review of digestate outletsReview of existing and planned competitivefacilities.Evaluation of gate fee pricing strategiesBrief on incentives and financial rewards(FITs, ROCs and RHI)

The LRS output was shared with all the funding partners and formed an integral part of their commercial duediligence activities prior to finalising their investment.

Sound commercial diligence is at the heart of funding proposals, underpinning the investmentcase. LRS was commissioned by Foresight to undertake a feedstock market assessment andmaterial off-take review for The TEG Group deal to ascertain the feasibility of the projectbefore the completion of the funding process, and included:

There have been 50 private equity (PE)backed deals in the sector since 2009(£450 million in value), representing justunder a third of all transactions andinvolving around 40 different institutionalinvestors. There have also been anumber of corporate investors includingCoca-Cola Enterprises and SITA.

Focus on development capital

Since the highly leveraged buy-outs ofBiffa and Cory, average investmentlevels have dropped to between£5 million and £15 million per deal. Thisreflects the growing interest in investingin innovative waste technology andprocess businesses, as well as smallerscale treatment projects.

Iona Capital, through their VCT funds,provided finance to five companiesduring 2012. These included fundingupgrades to combined heat and power(CHP) engines at two BiogenGreenfinchAD plants and investing in R3 Products,an early stage manufacturer of recycledplastic products.

Restructured balance sheets

Like other large businesses in the sector,Biffa has been faced with onerousrefinancing requirements, exacerbated bythe downturn in commercial business,

around 80% of their revenues. Afterlengthy negotiations, total debt is beingreduced by around 55% from over£1.1 billion and equity increased by£75 million via four new US private equityshareholders, including Babson Capital.

Biffa currently has no long-term landfilldiversion solution, so it has an urgentneed to press ahead with projects like theLeicestershire-based £200 million ERF.

Government fundingfor anaerobic digestion

The Green Investment Bank (GIB) waslaunched in 2012 with £3 billion ofgovernment money to leverage privatesector capital to fund green projects.GIB has made two investments out of the£80 million it committed to small wasteprojects. In conjunction with Foresight,£2 million was committed to the TEGGroup in Dagenham (see Spotlight page9) and £8 million to Greenlight AD Powerwith Greensphere Capital.

Whilst the focus is clearly on AD at themoment, GIB will invest in 'projects'needing up to £15 million equity chequesbut always require match funding, sowould commit up to £7.5 million.Generally, they invest when planningpermission is received and whengroundworks are commencing.



9

Spotlight: A new generation ofsustainable resource management

In September 2012 The TEG Groupbecame the first company to receivefunding from the Green InvestmentBank (GIB) and the London WasteAnd Recycling Board (LWARB) for thedevelopment of an organic wastetreatment facility. The facility will becapable of handling 50,000 tonnes offood and green waste every year.

The £21 million investment into a newspecial purpose vehicle (SPV) calledTEG Biogas (London) will supportthe development of London’s firstanaerobic digestion (AD) andin-vessel composting (IVC) facilitywhich will be sited at the LondonSustainable Industries Park atDagenham Dock.

The Foresight Environmental Fund(FEF) led the project with a £9 millioninvestment cornerstoned by LondonMayor Boris Johnson’s LondonGreen Fund (LGF), which is partfunded by the European RegionalDevelopment Fund (ERDF).Foresight’s UK Waste Resources andEnergy Investments Fund (UKWREI)has invested £2 million and securedan additional £2 million in matchfunding from Quercus AssetsSelection. UKWREI is managed by

Foresight on behalf of the GreenInvestment Bank (GIB). Senior debtof £7.9 million is being provided byLondon Waste and Recycling Board(LWARB) and Investec.

The AD plant will have the capacity tohandle 30,000 tonnes of food wastematerial a year, with the feedstockcoming from source segregated foodwaste contracts with local authoritiesand commercial contractors. Thematerial will be used to generateapproximately 1.4 megawatts ofelectricity, which will be used bytenants in the London SustainableIndustries Park.

The IVC will handle feedstockfrom mixed food and green wastecontracts with local authorities.The facilities will produce over 36,000tonnes of digestate and 14,000tonnes of compost each year foragricultural and horticultural uses andthe output materials are expected tobe PAS110 and PAS100 compliantrespectively, enabling them to betreated as products not wastes.

TEG Group has both the EPC andO&M contracts and the plant isexpected to be operational by thefirst quarter of 2014.

There were ten organic waste related transactions announced in2012. Given the push by the government in this area and theavailable funding streams, we expect even more activity in 2013.

Government andprivate sector

investors attracted toanaerobic digestion


Mark WilsonPartner, Catalyst CorporateFinanceTel: +44 (0) 121 654 5000

Mark is a Partner at Catalyst andhas over 20 years of businessexperience gained within corporatefinance advisory, private equity andindustry. Mark has a particularfocus and expertise in the Waste and ResourceManagement industry. He has completed a number ofdeals in the sector including working with Spanish-based SAICA to develop their operationalinfrastructure in the UK.

If you would like to discuss this report in more detail, please contact us.

Find out more

Dee MoloneyManaging Director, LRSConsultancyTel: +44 (0)20 7324 6360

Dee is the Managing Director ofLRS Consultancy Ltd. She hasover 12 years’ experience acrossthe waste, recycling and energyfrom waste supply chains and hasworked with a diverse range of clients across a varietyof material streams. Dee has particular expertise inwaste and recycling collection management and arecord in supporting the reprocessing and infrastructureindustry in its development and investmentrequirements. Dee is currently working with investorsacross the supply chain, including recent entrants suchas retailers and global brands, to help them achievetheir sustainability objectives.


10

Although challenges remain, themedium term outlook for the industryis extremely positive. The recentrestructuring of Biffa’s capital structurehas lifted a dark cloud from the industryand clears the way for more assuredinvestment. In particular, we will see:

Significant investment ininfrastructure which will be theprimary focus of the industry for thenext five years, after which the EfWbuild out will be largely complete ifpredicted timeframes are met.

Growing strategic acquisitionsdriven by themes of marketconsolidation, closed loop materialsupply and inward investment fromoverseas companies keen to participatein the UK market. Corporate investorswill look to add to their recycling andenergy recovery supply chains.

Innovative small-to-medium sizedcompanies attracting PE investment,largely based on specific waste streamsor unique technologies and processes.PE will also continue to target regionalprivately owned businesses with growthpotential but in need of funds.

Investment flowing into anaerobicdigestion and other treatment projectsunderpinned by the Green InvestmentBank, the Scottish Renewable EnergyInvestment Fund and Welsh LocalAuthority AD procurement programme.

Prospects for M&A and the sectorHuge capitalexpenditure

programme a catalystfor M&A



11

Figure 7: Selected recent waste transactions*

*Deals shown represent notable transactions which underpin strategic developments in the sectorSource: Catalyst Corporate Finance, MergerMarket, CorpFin

DealValue

Date Target Description Acquirer/investor Country (£M)

Nov-12 Biffa Integrated waste management Angelo Gordon & Co, Avenue USA 75.0service provider Capital, Babson Capital, Sankaty

Nov-12 Greenlight AD Power Industrial scale AD across UK sites Greensphere Capital, GIB UK 16.0

Nov-12 Waste2Tricity Developer and funder of Ervington Investments UK 8.7EfW projects

Oct-12 Mobile Phone Xchange Recycles mobile telephones Brightstar Corp USA N/D

Oct-12 Any Waste Solution Skip hire and other waste Countrystyle Group UK N/Dmanagement services

Oct-12 Biogen Waen Anaerobic digestion plant to process Iona Capital UK 7.022,500 tpa

Sep-12 Enpure Designs and installs water, waste Doosan Heavy Industries and South N/Dwater and waste treatment plants Construction Korea

Sep-12 TEG Group Designs and builds organic waste Foresight Group UK 21.0treatment plant in Dagenham

Sep-12 R3 Products Manufacturer of recycled plastic Iona Capital UK N/Dproducts

Aug-12 Ecowaste Southwest Provides waste treatment, Tradebe Spain N/Ddisposal and collection services

Aug-12 BIOGEN (UK) Produces renewable energy from Kier Group Plc UK 24.4food chain waste

Jul-12 Svenska Cellulosa Recycled packaging and paper DS Smith Plc UK 1,280Aktiebolaget Packaging (SCA)

Jul-12 JWT Holdings Lancashire based waste collection Viridor UK 7.6and recycling services

Jul-12 NWM Holdings Provides waste management Recydia AS Turkey 8.6services

May-12 Tamar Energy Developer of anaerobic digestion Ludgate Environmental Fund UK 7.0plants

Apr-12 Kettering Textiles Collects and supplies used Salvation Army Trading Company UK 12.8clothing and recyclable textiles

Mar-12 Houghtons Waste Paper North West based provider of SAICA Spain N/Dpaper/card recycling services

Feb-12 Rosewood Energy Limited Westwood AD plant and Iona Capital UK N/DTwinwoods AD plant

Jan-12 BioGen Power Developer of EfW projects Energos UK N/D

Dec-11 B9 Organic Energy Produces renewable energy from Triple Point UK 22.0organic waste

Nov-11 Community Waste Recycling services to Viridor UK 15.7Milton Keynes and Oxford LAs

Oct-11 Hall & Campey Collection, recycling and disposal OSS Group UK N/DEnvironmental Services of garage waste

Oct-11 Taylor Continental Manufactures waste containers Sullivan Street Partners UK 15.0and Oakfield Capital

Sep-11 Solvent Resource Waste management and treatment Tradebe Spain N/DManagement of industrial solvents

Sep-11 Recycled Carbon Fibre Recycles carbon fibre into ELG Haniel GmbH Germany N/Dreuseable form

Sep-11 PDM Group AD plants and food collection Saria Bio-Industries Germany N/Dservices

Aug-11 Greensolve Kent based recycling and waste Veolia Environmental Services UK N/Dmanagement provider

Jul-11 ECO Plastics Recycles plastic waste Ludgate Environmental Fund UK / USA 24.0& Coca Cola

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