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www.cintra.es Chicago Skyway 2
Pursuant the existing publicity restrictions contained in the Initial Public Offer of the CINTRACONCESIONES DE INFRAESTRUCTURAS DE TRANSPORTE, S.A., shares, listed in the SpanishStock Exchanges since 27th October, 2004, please note the following:
The release of research or information on the Company and its distribution to investors is restricted untildecember 6th 2004. The receiver of this information expressely accepts, the obligation not to publish anyanalysis or report on the Company until such date.
The information contained herein is not for publication or distribution to persons in the United States ofAmerica, Canada, Australia, Japan or any other jurisdiction where the distribution of such information isrestricted by law, and does not constitute an offer to sell, or solicitation of an offer to buy, securities in theUnited States, Canada, Australia, Japan or in any other jurisdiction in which it is unlawful to make suchan offer or solicitation. The securities referred to herein have not been and will not be registered underthe US Securities Act of 1933, as amended. The securities may not be offered or sold in the UnitedStates absent registration or an exemption from registration under the U.S.. Securities Act of 1933, asamended, or in any other jurisdiction other than in compliance with the laws of that jurisdiction. There isno intention to register any portion of the Offering in the United States or to conduct a public offering ofsecurities in the United States. No money, securities or other consideration is being solicited, and, if sentin response to the information contained herein, will not be accepted.
Neither this document nor any copy of it may be taken or transmitted or published into the United States,Australia, Canada or Japan or distributed, directly or indirectly, to any resident thereof.
IMPORTANT LEGAL NOTICE
www.cintra.es Chicago Skyway 3
[ First incursion into the US—a strategic market in Cintra’s expansion plans
[ Advances in geographical diversification
[ Capacity to generate value:
- higher investment and a longer concession period
[ Growth capacity:
- can absorb traffic from saturated alternative routes- toll review- completion of rehabilitation work (6 lanes were restored)
[ The transaction is in line with strategic objectives:
- significant investment- the world’s economic powerhouse- long-term concession: 99 years - increases residual life- controlling stake
STRATEGIC TRANSACTION
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STRATEGIC TRANSACTION
99 94
6150
36 32 29 27 26 25 20 20 19 13 11
42
Skyway
407 ETR
Radial
4
Ausol
II
Ausol
I
Madrid
-Leva
nte Autema
N4-N6
Norte L
itoral
Algarve M-45
Collipu
lli-Te
muco
Santia
go - T
alca
Temuc
o-Río
Bueno
Europis
tas
Talca
- Chil
lán
Weighted average of 73 years (*)
(*) based on Cintra's internal valuations
Spain26%
Portugal 5%
Canada23%
Ireland3%
USA24%
Chile19%
INVESTMENT BY REGION TOTAL: €1.7 BILLION
INCREASE IN RESIDUAL LIFE
Cintra manages 17 toll roads(Artxanda tunnel held through Europistas)
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Toll roads portfolio by degree of development
8%
26%
27%
39%
Without Chicago Skyway With Chicago Skyway
11%
35%
36%
18%
Construction
Ramp-up
Growth
Maturity
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STRATETIC TRANSACTION
_ The first toll road to be privatised in the US
_ Investment of $1.820 billion + $10 million (*)
_ Concession period: 99 years starting in 2005
_ Winning consortium: Cintra (55%) and Macquarie (45%)
_ Profitability: over 10% IRR for shareholders
_ Investment programme to be undertaken by the new concession company inthe next four years: $70 million
_ Financing of transaction:- equity provided by the concession company- senior bank debt
(*) Payment to the granting authority
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THE PROJECT
_Opened to traffic in 1959
_ A 12.5 km elevated tollway
_ 36% of elevated structures - bridge over the riverCalumet (main span: 216 metres)
_ 3 lanes each way
_ Traditional tolling, no transponders
_ Connects the Dan Ryan Expressway (southernaccess to Chicago) to the Indiana Toll Road (accessto Indiana, Michigan and the north-eastern states). Itis part of the I-90 that links Boston and Seattle.
_ An asset in “good condition” - intenserehabilitation in the last four years ($260 million)
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KEY AGGREGATES
ADT: 47,700 vehicles92% light vehiclesRevenues: $39.7 millionEBITDA margin: 71%
In 2002 and 2003, traffic and earnings were affected by the Skyway’s rehabilitation programme (lanes were closed)
2001 2002 2003Toll revenues EBITDAVehicles/day
$34.9 m $33.2 m $28.2 m
Traffic CAGR 1983-2003 4.5% 1993-2003 6.2% 1993-2001 8.8%
Toll revenues CAGR1983-2003 7.6%1993-2003 6.3%1993-2001 9.3%
$39.7 m
47,732
$43.2 m$43.9 m
51,263 51,279
2003:
0
10000
20000
30000
40000
50000
60000
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
AA
DT
(V
eh/d
ay)
Passenger Cars Commercial Vehicles
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TOLLS
_In the 2008-2017 period, the maximum toll applicable each year is the greater ofthe toll included in the above table or the maximum toll for the immediatelypreceding year adjusted for period inflation_As from 2018, tolls will increase by the greater of 2% per year, annual CPI, ornominal per capita GDP growth_Similarities between Chicago Skyway and 407 ETR (Canada): in both cases,maximum revenue tolls in the long term
$0,0
$1,0
$2,0
$3,0
$4,0
$5,0
$6,0
$7,0
$ p
or
viaj
e (t
arifa
máx
ima)
ligeros 2 2,5 2,5 2,5 3 3 3 3,5 3,5 4 4 4,5 4,5 5 5,1
pesados / eje DIA 1,2 1,7 1,7 1,7 2,6 2,6 2,6 3,4 3,4 4,2 4,2 5,1 5,1 5,9 6,1
pesados / eje NOCHE 1,2 1,2 1,2 1,2 1,8 1,8 1,8 2,4 2,4 3 3 3,6 3,6 4,2 4,3
2004 5 6 7 8 9 10 11 12 13 14 15 16 17 2018
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TRAFFIC
] Higher growth capacity:- CAGR in the Skyway 1996-2001: 8.0%- CAGR in the corridor: 3.3%
] Absorption capacity: - captures 44% of the corridor’s traffic (upfrom 35% in 1996)
] Journey time reduced by 20-40 minutes inpeak hours with respect to the alternative route
] The only road in the corridor with sparecapacity
Reasons for travelling(light vehicles)
Business 30%
Home/work39%
Other31%
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TRAFFIC
Spare capacity contrasts with growing congestion on alternative routes
ADT per lane in 2003
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
Dan Ryan(N)
Dan Ryan(S)
BishopFord
BormanKingery
Skyway (6 lanes)
Indiana E-W
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TRAFFIC
Skyway: shortens distances and reduces journey times
Skyway / Indiana East-West Toll
32 minutes +/-5 minutes30 miles
Alternative route54 minutes +/- 10 minutes36 miles
60% slower20% longer
www.cintra.es Chicago Skyway 14
CATCHMENT AREA
_ Chicago’s metropolitan area is the US’s third most populous and the sixthmost congested
_ Population: 9 million (Chicago City has 2.4 million inhabitants)
_ CAGR in 1990-2000:
- population: +1%- employment: +1.2%- number of vehicles: +13%- number of households: +9%- number of vehicles per household: +3%- number of persons who drive to and from work: +7% reaching a cumulative84% of the population
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TRAFFIC ANALYSIS
_ Capacity: 150,000 vehicles/day, to be attained in 2050, beginning to take effect
in 2020 (extension of peak hours)
_Maximum revenue toll: attained in about 2035
_A road with spare capacity in a congested corridor: traffic on the Skyway did not
start to rise until alternative routes became congested in the late 1980s
_Sizeable weekend traffic (recreational uses, trips to Michigan and casinos)
_ Traffic risk is mitigated because: - traffic does not depend on future real estate or industrial development(they will provide only 1% additional traffic in 2020) - plans to develop competing roads and to expand existing roads have beenexamined with Illinois and Indiana road agencies and are limited by environment - rising home prices in Chicago are shifting the population outwards: LakeDistrict (east of the Skyway) is expanding rapidly
www.cintra.es Chicago Skyway 17
FINANCIAL STRUCTURE
_ Financing: shareholder equity + senior bank debt
Cintra equity 500.5 Acquisition 1,820 + 10 Macquarie equity 409.5 Reserve account 37 Debt (tranche A) 1,020 Transaction costs 53 Total 1,920 Total 1,920
($million)
_Bank loan underwritten by SCH, CALYON, BBVA, and DEPFA- Use: acquisition (tranche A: $1,020Mn), liquidity facility (tranche B: $90Mn),2005-2008 investment programme (tranche C: $80Mn)- Maturity: 9 years
_Possible bond issue: refinancing of loan and partial reimbursement ofshareholders contribution
- Firm offers from monoline insurers- Preliminary investment grade rating from S&P and Moody’s- Period: up to a maximum of 40-45 years from 2005, in several stages
SOURCES OF FUNDS APPLICATIONS OF FUNDS
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BIDDING PROCESS_ Sale calendar
Hito FechaMay 2004
Economic Disclosure Statemen (EDS) for affiliate companies 30 June
Non-binding indicative offer 8 July
Meeting with City / Site Visit 20 July
Due diligence July-AugustFinal comments on Concession Agreement 10 September
Receipt of offer forms and final concession contract 30 SeptemberIncorporation and registration of new companies andsubmission of new EDS
4 October
Final binding offer 14 October
Award 15 October
Signature of concession contract 27 October
Financial close End January
Transitory period (i.e. services provided by the City of Chicago) February-May
Pre-qualification
_No. of advisors/auditors managed: 18_No. of people involved: internal (15); external advisors (60)_Teams located in Madrid/Chicago/New York/Sydney_Bid budget for external advisors: $2.2 m
MILESTONE DATE
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CONSULTANTS
- Maunsell (consortium advisor)- Halcrow (banks’ advisor)
- Cintra and MIG
- CTE, Consoer Townsend Envirodyne
- Halcrow (banks’ advisor)
- Ferrovial Agroman Engineering Dept.- Cintra + 407ETR Engineering Dept.
Extensive knowledge of the asset(official Skyway engineer for severalyears)
Extensive experience ininternational and US markets(407ETR traffic advisors)
World leaders in infrastructuremanagementExperience in concessions with tollincreases (sensitivity to tollincreases)
Broad international experience
Proven technical knowledge andexperience
TRAFFIC AND REVENUE ANALYSIS
TECHNICAL ANALYSIS
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MANAGEMENT
_Financial close: payment to City of Chicago on 26 January 2005_4-month transitory period from financial close. In this period:
- All current Skyway employees which we request (whether they will form partof our workforce or not) will remain in their posts- All services provided by the City of Chicago to Skyway will remain active(winter maintenance, legal advice, etc.)- The Skyway will compensate the City of Chicago for these costs
_Selection of personnel: to be completed before year-end (no obligation to hireany of the current Skyway employees)_ Cintra majority on Board of Directors_ Senior management team with international experience:
- Cintra: 3 expatriates- MIG: 2 expatriates
_Strong support from Sponsors’ corporate departments in the initial start-upperiod - some of the team already in place
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CONCESSION CONTRACT
_ The concession holder has the right to apply maximum tolls and:- Tolls which are lower than the maximum permitted- User discounts- Different tolls according to the time of day, season, congestion levels,occupancy levels, etc.-Special charges for implementing electronic tolling systems
_The City of Chicago is obliged to collaborate with the concession holder toenforce the electronic tolling system (where implemented)
_There are a number of improvements to be undertaken by the concession holderin the period 2005-2008, whose scope and deadline for completion are establishedin the contract
_Contract does not include any protection against the development of new routes,alternative modes of transport or the improvement of existing alternative routes
- But they’ve been analysed and are limited by envitonment
_No compensation for toll increases on the connecting toll road with Indiana (80%of Skyway traffic currently comes from this road) which may impact traffic, but
- Scope for increase subject to legal limitations- Sensitivity analysis developed reveals impact in traffic is limited
www.cintra.es Chicago Skyway 24
CONCESSION CONTRACT
_The concession holder must comply with the operation and maintenancecriteria established by the City of Chicago
_Concession holder default:
- Any breach not cured within 90 days, with a 60-day remedy period (30days in some cases and for disallowed share transactions)- Failure to comply with operation criteria is not cause for default exceptwhere it jeopardises safety or impedes the use of the Skyway as a transportinfrastructure- In the event of unremedied default by the concession holder, the contractwill be terminated with no right to compensation
www.cintra.es Chicago Skyway 25
CONCESSION CONTRACT
_Adverse Action by the City: e.g. If the City of Chicago or the State of Illinoispasses a law which discriminates against the Skyway or an ownership tax is leviedon the leaseholder, the City of Chicago will compensate the concession holder:
- For all resulting losses (including present and future loss of income); or- In the event where the City of Chicago decides to terminate theagreement, the fair market value of the concession (not lower thanexisting debt)
_City of Chicago default:- After the 60-day remedy period, the agreement shall be terminated and theCity of Chicago will pay the concession holder the fair market value
_Force Majeure- The contractual obligations of the concession holder are waived for a certainperiod of time under specific circumstances- If the force majeure event has a negative effect on the concession holder fora period longer than a year, the concession holder will be entitled to extendthe concession period and/or raise tolls to restore its financial position
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BASIC ASSUMPTIONS
_Application of the maximum tolls envisaged in the concession contract
_∆ in CPI: 2.5% p.a. throughout the 99-year concession
_Nominal rise in GDP (from 2017): 4.5% p.a.
_Increase in US population (from 2017): 0.8% p.a.
- Increase in implicit nominal GDP per capita: approx. 3.7% p.a. (3.6%
assumed in model)
_The IRR calculation assumed no further releverage after the initial bond issue
_Traffic revenues: internal report (similar to bank audit reports)
_Investment programme for the first four years: $70 million
_Operation & Maintenance estimated by Cintra (based on projections by local
engineer CTE)
_EUR/USD exchange rate: 1.2272 (14/10/2004)
_Model developed for 99 years (no calculation of residual value)