Transcript
August 2014
Strictly Private and Confidential
TGI 2Q RESULTS
2
Table of contents
1. TGI overview and history
2. Key updates
3. Financial and operating highlights
4. Questions and Answers
Appendix
1. Economic industry and regulatory environment
2. Shareholders and management team
3. EEB Overview
1. TGI overview and history
4
Overview
Stable and growing Colombian economy with sound investment environment
Constructive and stable regulatory framework
Largest natural gas pipeline system in Colombia
Stable and predictable cash flow generation, strongly indexed to the US Dollar
Strong and consistent financial performance
Experienced management team with solid track record in the sector
Expertise, financial strength and support of shareholders
Natural monopoly in a regulated environment
Strategically located pipeline network
Company history
TGI history Pipeline network Highlights
Owns ~61% of the national pipeline network (3,957 km) and transports 52% of the gas consumed in the country
− Serves ~70% of Colombia’s population, reaching the most populated areas (Bogota, Cali, Medellin, the coffee region and Piedemonte Llanero, among others)
− Has access to the two main production regions, La Guajira and Cusiana/Cupiagua
25% interest in Contugas (Peru)
− 30-year concession for natural gas transportation and distribution
TGI was created as a result of the privatization of Ecogás and has experienced remarkable growth since then, under
the leadership of its controlling shareholders, EEB and CVCI
Creation of Ecogas
1997
2005
Start of Ecogas Privatization Process
2006
Ecogas assets awarded to EEB
Creation of TGI
Inaugural bond issuance
Transfer of first
BOMT pipeline
(GBS)
Pipelines
exchange with
Promigas
CVCI
capitalization
Transfer of
second BOMT
pipeline
(Centragas)
Cusiana
expansion phase
I: start of
operations
Refinancing of
subordinated debt
with EEB
2008
TGI takes over the O&M of owned pipelines
Refinancing of
bonds issued in
2007
Cusiana
expansion
phase II: start of
operations
TGI takes over
the O&M of
compressor
stations
Awarded
investment
grade rating by
Moody’s and
Fitch
2010
Awarded
investment grade
rating by S&P
Headquarters
relocation from
Bucaramanga to
Bogotá
Redesign of
organizational
structure
2012
2013
2007
2009
2011
2014
EEB acquired
31.92% stake in
TGI from TRG
(formerly CVCI)
Cartagena Refinery
Barrancabermeja Refinery Bucaramanga
Bogota
Neiva
Cali
Medellin
3.15 tcf
1.97 tcf
Eastern Producers: Ecopetrol Equion
Upper Magdalena Valley
Lower and Middle Magdalena Valley
Northern Producers: Chevron Ecopetrol 1.89 tcf
References
TGI Pipelines
Natural Gas Reserves
City
Field Refinery
Third Party Pipelines
Source: Mining and Energy Planning Unit. National Hydrocarbons Agency.
5
Sabana Compressor
starts operations
Contugas Concession
starts operations
2. Key Updates
6
TGI’s acquisition
7
• On December 11th 2013, EEB’s Board of Directors authorized to exercise its Right of First Offer (ROFO)
under the Shareholder’s Agreement for the acquisition of a 31.92% stake in TGI, after the end of the
lock-up period (3 years). Offer was submitted on March 25th 2014
• The offer, for a value of USD 880 million, was accepted by The Rohatyn Group (formerly CVCI) on April
3rd 2014.
• Closing is expected to take place within 90 days after this date.
• Rating Agencies have reviewed the transaction and affirmed TGI´s ratings.
• EEB closed the Acquisition on July 2, 2014, according to the timetable, through a SPV created for that
purpose. To bridge the Acquisition, EEB used cash on hand and short term financings.
Key updates
La Sabana Compression Plant
Key updates
8
• On July 7th TGI´s started operations of Sabana Compression plant
• This is a critical project to provide additional capacity to Bogota and surrounding areas
• Capacity was increased from 143 MMscfd to 215 MMscfd
• Built with pioneer and unique technology in Latin America (MOPICO) reducing noise
emission and minimizing visual impact (essential requirement of the zone)
• The incremental annual revenues of this expansion will be of around USD15,5 million
• TGI had invested USD 25 million of a 52 million total amount
9
CONTUGAS
• Contugas started commercial operations on April 30th 2014
(on schedule with contractual deadline). The main pipeline
has a length of 290 km and currently the secondary pipeline
(polyethylene) has a length of more than 850 km.
• The pipeline is currently serving more than 18.000 residential
customers and over 10 industries.
• On September 2013 the company concluded the financial
closing of a USD 310 million, six year bullet loan
• TGI and EEB provide support through an equity
contribution agreement in proportion of their respective
ownership (25%/75%).
• Currently all of the debt has been disbursed
• The total estimated CAPEX of the project is over USD 355
million by the end of 2015.
Key updates
Intercompany loans to EEB
• Due to TGI´s high liquidity, since last year and 2014, TGI has given support to EEB and its subsidiaries
trough short and mid term intercompany loans.
• TGI has disbursed a total amount of USD 350 million
• New or additional intercompany loans could be disbursed in the future, considering and prioritizing TGI´s
expansion needs.
3. Financial and operating highlights
10
371 396
422 420 422 454
544
2008 2009 2010 2011 2012 2013 20142Q
427 437
485
560
604 628
650
90% 92% 90% 92% 85%
88% 91%
2008 2009 2010 2011 2012 2013 20142Q
11
Solid operational performance
(1)The trend line refers to the ratio: Firm contracted capacity/available capacity. The Available capacity differs from the Total Capacity as TGI requires a percentage of it for its own use. Source: Company information.
Network length
(km)
Capacity
(MMscfd)
Firm Contracted Capacity(1)
(MMscfd)
Transported Volume Gas Losses Load factor
(MMscfd) (%) (%)
0.10%
0.20%
0.57% 0.54% 0.52%
0.41%
0.02%
2008 2009 2010 2011 2012 2013 20142Q
66% 69% 71%
58% 59% 61% 67%
2008 2009 2010 2011 2012 2013 20142Q
3,702
3,529
3,774 3,774
3,957 3,957 3,957
2008 2009 2010 2011 2012 2013 20142Q
478 478 548
618
730 730 730
2008 2009 2010 2011 2012 2013 20142Q
12
Strong contract structure and stable and predictable cash flow generation
TGI’s revenues are highly predictable, with approximately 98% coming from regulated tariffs that are reviewed at least every 5 years, ensuring cash flow stability and attractive rates of return
Main sectors served by the Company (74(1)% of revenues) present stable consumption patterns (no seasonality)
The Company enjoys excellent contract quality
− 100% of TGI’s contracts are firm contracts with an average life of 7,5 years
− 82% of regulated revenues are fixed tariffs, not dependent on transported volume
− Approximately 77%(2) of EBITDA denominated in US Dollars
Revenues breakdown
(% of revenues)
Source: Company information. (1) Includes Distributors, Ecopetrol´s refinery and Natural gas for Vehicles. (2) TGI calculations (3) Ecopetrol accounts for most of this revenue.
TGI’s revenues are highly predictable as a result of regulated tariffs and stable consumption
Source: TGI as of June 30- 2014
Distributor 57%
Refinery 13%
Thermal 20%
Traders 3%
Vehicles 4%
Others 3%
Ecopetrol 15%
Gas Natural
21%
Gases de Occidente
16%
EPM 12%
Isagen 7%
Others 29%
By Client By Sector
13
Strong and consistent financial performance
Revenues EBITDA and EBITDA margin
Funds from operations (1)
(US$ in millions – average exchange rate for each period)
Source: Company information
Historical Capex
(US$ in millions – average exchange rate for each period)
(US$ in millions – average exchange rate for each period) (US$ in millions – average exchange rate for each period)
(1)FFO calculated as net income plus depreciation, amortization and provisions, adjusted for effect from exchange rate and hedges.
On 2012 FFO includes the LM transaction premium~ USD 69 million (one time event)
238 252 294
338
390
465 486
2008 2009 2010 2011 2012 2013 LTM 20142Q
194 196 222
257 289
359 383
82% 78% 75% 76% 74%
77% 79%
2008 2009 2010 2011 2012 2013 LTM 20142Q
84 96
108 117 133
268 250
2008 2009 2010 2011 2012 2013 2014 2Q
14
69
174
387
185
35 23
2008 2009 2010 2011 2012 2013 2014 2Q
14
Strong and consistent financial performance
Total debt / EBITDA
Financial debt breakdown (2)
Subordination Agreement
The lender is EEB (major shareholder)
No repayment of principal allowed before payment of senior debt
Interest can only be paid if there is no default or event of default and if the payment does not trigger any such scenario
Subordinated debt acceleration is not allowed until senior debt is not repaid
Source: Company information. Total debt includes senior debt, subordinated debt and mark-to-market. Note: Ratios calculated in local currency. (1) Interest coverage ratio calculated as EBITDA / Net interest (2) Senior debt stands for the US$750 million Senior Unsecured Notes due 2022. Subordinated debt stands for intercompany loan with EEB.
Senior net debt / EBITDA Interest coverage (1)
6.53 5.57 5.35
4.87 4.17
3.54 3.15
2008 2009 2010 2011 2012 2013 20142Q
2.02 2.00 2.06 2.54
4.03
5.93 6.43
2008 2009 2010 2011 2012 2013 20142Q
Senior Debt USD; 759;
61% M2M
Hedging USD; 111;
9%
Subordinated Debt USD;
370; 30%
3.69 3.30 3.39
2.66 2.41
1.46 2.05
2008 2009 2010 2011 2012 2013 20142Q
4. Questions and answers
16
Investor Relations
For more information about TGI contact our Investor Relations team:
Antonio José Angarita Vega
CFO
+57 (1) 3138400 - ext 2110
antonio.angarita@tgi.com.co
Sergio Andrés Hernández Acosta
Finance Manager
+57 (1) 3138400 - ext. 2450
sergio.hernandez@tgi.com.co
Fabián Sánchez Aldana
IR Advisor - EEB
+57 (1) 3268000 - ext. 1827
fsanchez@eeb.com.co
http://www.tgi.com.co
Appendix 1 – Economic industry and regulatory environment
9 10 11 11 14 15 15
21 24 25
28 32
37
44 46
00%
05%
10%
15%
20%
25%
30%
35%
40%
45%
0
10
20
30
40
50
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
International reservesDebt as % of GDP
2 3 2 2 3
10
7
9 11
7 6
15 15 16
3
-
3.00
6.00
9.00
12.00
15.00
18.00
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 20141Q
Source: Banco de la República, DNP, MINHACIENDA., Bloomberg
5-year CDS Foreign currency reserves
Real GDP growth and inflation Foreign direct investment
(US$ in billions) (% growth)
(%) (US$ in billions)
Stable and growing Colombian economy with sound investment environment
Despite the recent global economic slowdown, Colombia has experienced positive economic growth and an increase in industrial activity, supported by a steady flow of investment
5% 5%
7% 7%
4%
2%
4%
7%
4% 4% 4% 6% 5%
4%
6%
8%
2%
3% 4%
2% 2%
3%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014(e)-
Real GDP growth
Inflation
0
100
200
300
400
500
600
700
695 731 723 810
860 892 905
1047 1072 1083
1270
2006 2007 2008 2009 2010 2011 2012 2013 2014-1H
2016 2018
CAGR: 2006-2013: 5,6%
CAGR: 2013-2018: 4,3%
…
Source: UPME, ANH, Concentra 1 Mining and Energy Planning Unit. Reserves as 2012. 2 National Hydrocarbons Agency. Reserves as 2012.
Energy sources 2012
Growing Demand of Natural Gas Significant Availability of Natural Gas
Reserves mostly located
in the north and east
regions of the country
Key fields (Ballena,
Chuchupa, Cusiana and
Cupiagua) concentrate
virtually all of the natural
gas production
Long distances between
production and main
consumption areas
Minimal gas storage
capacity across the
country
Total
Domestic
Demand
(mmcf/d)
Expected
2013A-2018E
Growth by
Sector
Natural Gas in Colombia: Increasing Demand and Vast Reserves
Bucaramanga
Bogotá
Cali
Medellín
3.15 Tcf
1.97 Tcf
Eastern
Producers:
Ecopetrol
Equion
Lower and Middle
Magdalena Valley
Northern
Producers:
Chevron
Ecopetrol References
Natural Gas Reserves
Main Oil & Gas Basins
City
1.89 Tcf
Llanos
Orientales
Catatumbo
Guajira
Sinu
Tumaco
Choco
Cordillera
Oriental
Valle Inferior
Del
Magdalena
Valle Medio
Del
Magdalena
(0.0)%
0.8% 1.9%
17.0%
6.3%
13.2%
Petro-chemical
Industrial Residential PowerGeneration
NGV Refinery
19
2012 total natural gas reserves of 7.01 tcf (5.73 tcf proven and 1.28 Tcf unproven), source MME & ANH
Data from UPME as of 31-Dec-2012 Data from ANH as of 31-Dec-2013
11.7
6.4
RESERVES PER UPME RESERVES PER ANH
Proved Probable + possible Yet to Find Conventional Non Conventional
Organic 9,1%
Coal 9,8%
Natural Gas
25,1%
Hydro 12,9%
Oil 43,2%
(Million Equivalent Oil Tons)
Regulatory framework established to attract private sector investment
Law 142 (1994) establishes system of open entry to the natural gas transportation sector − No term limitation for the provision
of the service − Assets used in the provision of the
service are not owned by the state but by the company providing such service
CREG required by law to seek input from market participants
CREG is an independent regulatory body that controls natural gas regulation − Sets tariffs, promotes competition
and monitors quality of service
Tariff calculation based on the principle of financial feasibility and economic efficiency
Tariffs are set in order to allow the service provider to: − Recover operational costs and
investments − Obtain a return on investment
comparable to what an efficient company would obtain in a sector of similar risk
Cost recovery, attractive regulated return on investment and protection against inflation
Transporters are given full recovery of operating and maintenance expenses − Adjusted by Colombian Price
Index (CPI) Dollar indexation of investment
remuneration tariff Different rates of return applied
when determining fixed and variable charges
Constructive and stable regulatory framework
Source: Company information.
The Colombian gas transportation regulatory framework was established to attract private strategic investors and to provide adequate cost recovery and regulated returns
CREG RESOLUTION 094 OF 2014
Establishes regulations for natural gas market.
Definition of contractual arrangements in the primary market.
Definition of marketing mechanisms.
Defines secondary market with its respective regulations.
The following reliability aspects in the Decree have not yet been defined by the Regulatory Commission:
The CREG will establish the reliability criteria which shall secure the demand coverage and must set the rules for the evaluation and remuneration of these investment projects.
CREG RESOLUTION 047 OF 2014
Recent Regulatory Decisions
The regulatory framework for natural gas transportation in Colombia is in a stage of important definitions. The main recent regulatory decisions are:
CREG RESOLUTION 089 OF 2013
21
DECREE 2100 OF 2011
Establishes the principles that will be considered in the next natural gas transportation tariff update process.
The resolution mentions the principles that will be kept from the actual tariff methodology.
Remuneration based on contracts. Price cap methodology.
It also mentions aspects that must be evaluated.
System expansion based on government signals.
Tariff calculation based on historical demand and not projected. Establishes the selection of ‘Bolsa
Mercantil de Colombia’ as the Market Operator for the natural gas market in Colombia.
According to the expected dates for the process, the Market Operator must start its operations in January 2015.
Appendix 2 – Shareholders and management team
23 Source: Company information.
Ricardo Roa
Barragán CEO
20 Mechanical Engineering degree from the Universidad Nacional and post-graduate degree in
Engineering management systems from the Pontificia Universidad Javeriana.
Over 23 years of experience in the private and public sectors, including experience as
Energy Business Manager of organizacion Ardila Lulle, CEO of Poliobras S.A. ESP,
Marketing and Trading Manager and CEO of Electrificadora de Santander S.A. ESP (ESSA),
Energy and Gas Sectorial Secretary of The National Association of Utilities (ANDESCO) and
Advisor of the Colombia’s Superintendency of Domestic Public Services (Superintendencia
de Servicios Públicos Domiciliarios).
CEO of TGI since March 2012
Antonio J.
Angarita CFO
20
Officer Key highlights Years of relevant experience
Experienced management team with solid track record in the sector
TGI is led by an experienced and seasoned management team
Carlos A. Torres
Vice-President of
Legal Affairs
20 Lawyer (Universidad de Los Andes); Business Law (Universidad de Los Andes)
Over 20 years of experience in the Oil and Gas Industry
Former General Counsel at Petrobras Colombia
Alberto Pretelt Vice-President of
Growth and
Development
18 Mechanical Engineer (Universidad de los Andes); Postgraduate studies in marketing and
leadership (Universidad de Los Andes)
Over 20 years of experience in Latin America and the United Kingdom. Former Business
Development VP for Wood Group in Latam, more than 14 years experience in the O&G
sector, and has also occupied managerial positions in other industries such as
Transportation, Chemicals, Logistics, IT and Manufacturing
Vice president of Growth and Development since July 2014
Degree in Civil Engineering and MBA from Universidad de los Andes (Bogotá)
Over 20 years of experience in financial management in different industries, former IRO in
EEB, CFO in Bayport Colombia, Regional CFO in Amnet Central America (Tigo Home),
Financial Controller and Financial Planning Manager in Colombia Movil (Tigo), Head of
Financial Planning in ETB, Head of Management Control in Codensa and Advisor of the CFO
in EEB.
TGI’s CFO since July 2014
24
Jorge Gonzalez
COO
20 Civil Engineer (Universidad de Los Andes); Specialization Studies in Finance (Universidad
de Los Andes)
Over 17 years of experience in the natural gas industry
Former NGV Manager at Gas Natural S.A.E.S.P.
Carlos Toledo Vice-President for
Administration and
services
7 Degree in Law from the Universidad UNICIENCIA.
Degree in Electrical Engineering and specialization in telecommunications from Universidad
Industrial de Santander Master’s degree in Applied Political Studies from FIIAPP.
Master in Social Cohesion from Universidad de Mendez Pelayo, España.
Over 7 years serving the public and private sectors, including experience as IT manager of
the Bucaramanga´s Health institute , CEO of TELNETCO, and as advisor of the Santander
Department Government .
Vice-President for Administration and Public Relations since May 2012.
Experienced management team with solid track record in the sector
Leading energy holding company with interests across the electricity and natural gas sectors in Colombia, Peru and Guatemala
Founded in 1896 and controlled by the City of Bogota (with a 76.28% ownership stake)
Participates in the electricity and natural gas sectors through controlling and non-controlling investments
− Controlling investments in electricity transmission (Energia de Bogota and Trecsa), electricity distribution (EEC), natural gas transportation (TGI) and natural gas distribution (Contugas and Calidda)
− Non-controlling investments in electricity transmission (REP Peru, CTM Peru and Isa), electricity generation (Emgesa and Isagen), electricity districution (Codensa and Electrificadora del Meta), natural gas transportation (Promigas) and natural gas distribution (gasNatural Fenosa)
USD 1.0 Billion EBITDA LTM (2Q 2014) and USD 9.3 bn in assets (as of June 2014)
Expertise, financial strength and support of shareholders
TGI as part of the EEB Group
25
(99.9% of TGI)
Appendix 3 – EEB Overview
EEB Strategy and Overview Strategy
Transportation and distribution
of energy
Key facts
More than 100 years’ experience in the sector; founded in 1896.
Regional leader in the energy sector; major player in the entire electricity
and natural gas value chains (except E&P); operations in Colombia,
Peru, and Guatemala.
Largest stockholder is the District of Bogota - 76.2%.
Stock listed on the Colombia stock exchange; EEB adheres to global
standards of corporate governance.
The EEB Group is one of the largest issuers of equity and debt in
Colombia
USD Million 2Q 2014
Operating revenue 597.5
Operating profit 230.9
EBITDA LTM 1,047.5
Net Income 508.6
Consolidated - Covenants 2Q 2014
Leverage Ratio 1.25
Interest Coverage Ratio 11.44
Focus on
natural
monopolies
Ample access
to capital
markets
Ambitious
projects in
execution
Growth in
controlled
subsidiaries
Sound
regulatory
framework
Experienced
management
and partners
Disclaimer
This presentation contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are only predictions and are not guarantees of future performance. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements include, among other things, statements concerning the potential exposure of TGI, its consolidated subsidiaries and related companies to market risks and statements expressing management’ expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “objectives”, ”outlook”, “probably”, “project”, “will”, “seek”, “target”, “risks”, “goals”, “should” and similar terms and phrases. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Although TGI believes that the expectations and assumptions reflected in such forward-looking statements are reasonable based on information currently available to TGI’s management, such expectations and assumptions are necessarily speculative and subject to substantial uncertainty, and as a result, TGI cannot guarantee future results or events. TGI does not undertake any obligation to update any forward-looking statement or other information to reflect events or circumstances occurring after the date of this presentation or to reflect the occurrence of unanticipated events.
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