Volatility leads to search for new opportunities through M&A and P3 projects.
Monitoring the myriad moving parts in the global economy and aligning them in a way to predict trends and outcomes is clearly a challenge. In addition to anticipating movement from the Fed, the E&C industry is both benefitting and suffering from low oil prices, but mostly suffering. Meanwhile, M&A and public-private partnership (P3) projects are on the rise.
1) Hedging in a Volatile World. The best first step in managing FX risk for construction projects is to decide which side of the transaction is in the best position to manage the risk.
2) M&A in the E&C Industry. M&A activity is approaching its peak from 2006 and is expected to continue at a strong pace as the industry goes through a period of consolidation.
3) North American Project Finance Overview and Update. The US has a long way to go to catch up to Canada in the efficient administration of public private partnerships.
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The Riskiest of Project Risks
Up until a couple of years ago FX hedging was all about smoothing out volatility, noted one member who co-led a session on project risks (see “Hedging in a Volatile World“). More recently, however, it has been more about managing the impact of the steadily rising value of the USD. Among the three types of FX and commodity risk he outlined, he pointed to cash-flow and commodity price risk as the most dangerous (and least visible) and outlined three strategies for mitigation:
- Hedge all to project end and unwind. This strategy calls for “entering into a single hedge out to the expected end-date of the project with a notional equal to the total project’s FX exposures and unwind a portion of the original hedge as the revenue is received or payments made.” This strategy is easy to implement, easily accommodates changes to exposure timing, and is simplified because all derivative cash settlements occur at the end of the project. The downside is that the initial hedge may be credit-intensive and could be less feasible with less liquid currencies.
- Individual hedges aligned to cash-flow strategy. Enter into a series of hedges to the best estimate date as to when the payments on the project are going to be made and adjust/unwind the original hedges as the payments are made. The advantage of this strategy is that cash settlements of derivatives will match the FX exposure if the exposure timing does not change. The disadvantage is that if the timing does change it will require adjustments to the hedges.
- Rolling strategy. “Hedge on rolling short-term basis (e.g., monthly) and adjust the notional of the short-dated rolling hedges as the payments are made (e.g., start with a notional equal to the total project’s FX exposures and decrease the notional of the short-dated rolling hedges as the payments are made),” the one member advised. The advantage here is that the hedges are easy to manage and not credit-intensive. The disadvantage is that quarterly cash settlements create cash mismatches between FX exposure and derivatives.
Hedging in a Volatile World
The sharp drop in oil prices has had a significant negative impact on markets and the E&C industry. Similarly, the sharp rise in the dollar has brought challenges to financial statements for many companies, even those who actively hedge. Some companies have made changes to hedging practices to try to tame the volatility, but hedging commodities, particularly oil or natural gas, are not typically a core competency of most treasuries. The discussion, led by Jay Horacek, director of the debt capital markets group at BNP Paribas on one of the group members, focused on thoughts and approaches to hedging FX, commodities and anything else threatening stability.
Key Takeaways
1) Deciding who takes the risk. For the E&C industry, FX risk mostly lies within projects, and companies have to decide if they should push the FX risk to the client or manage it themselves. The session co-leader and practitioner said that, for his company, it depends on the client’s size and sophistication relative to themselves. If the client is larger and at least comparably sophisticated they will push the risk out. If not, they will bear it themselves. They take a similar approach with suppliers.
2) Options for managing project risks. The presenting practitioner outlined three types of FX and commodity risk including: (1) cash-flow and commodity price; (2) balance- sheet; and (3) translation in consolidating. He asserted that cash-flow and commodity price risk is the most dangerous risk (see sidebar, “The Riskiest of Project Risks”).
3) Offsetting FX with oil — not quite. Mr. Horacek took an academic and analytical approach to the topic and presented research he has done on the value correlation between currency and oil prices. In short, yes, there is definitely a direct correlation between the two assets but not enough to have a natural hedge. The FX rate needed to obtain a natural offset is simply not feasible.
Outlook
Oil is expected to remain relatively low, by recent standards, for at least a couple of years, while FX volatility is expected to remain higher than normal. A couple of members of the group have taken their own look at the correlation of oil and currency and have also concluded that the natural correlation is not sufficient to cover the risk. Consequently, anyone else considering this exercise can now be spared the time. Meanwhile, independent hedging programs for each asset will need to be maintained for business as usual.
Acquisition Case Study
With the discussion of mergers and acquisitions as a backdrop (see “M&A in the E&C Industry”), the group heard from a treasury vice president on his company’s largest acquisition. His company acquired a competitor of comparable size and complexity in 2014, bringing new opportunities for the combined organization (and a new dimension to the acquiring company’s treasury team) as they worked to develop the financing structure and are now dealing with the aftermath of integration.
The member is prudent in estimating that it will take several years to fully integrate all areas of the two companies, including treasury, but here are the key lessons they’ve learned so far:
- Organizational design — Incorporate attributes of both companies, and try to start with a clean slate as much as possible.
- Team priorities — Be realistic about Year One objectives. Don’t bite off too much at a time.
- Collaboration — Need to factor cross-functional projects into team workload.
- Communication — Engage internal and external constituencies frequently. It is important to combat the water-cooler conversations with one-on-one conversations and regular communication from senior leadership.
- No textbook for this — Roll up sleeves, consult peers, stay open-minded.
M&A in the E&C Industry
Emre Gunalp, who recently joined BNP Paribas to head its corporate finance group, believes that the E&C sector is in a season of consolidation. Part of the reason for this is increased efficiency from shareholder activists who are looking for under-performing assets and an understanding of why they are under-performing so that they can determine how best to capitalize on them.
Key Takeaways
1) A macro overview. M&A in the E&C industry peaked in 2006 at over $41 billion and dramatically dropped off during the recession, but 2015 is currently pacing to exceed the 2006 peak. M&A activity is being driven by a lot of smaller transactions in Europe and fewer, but much larger, transactions in North America.
Mr. Gunalp notes that recent valuation multiples have been close to peak for design and fully integrated firms. However, construction-only companies are incurring lesser values.
2) The rising role of activist investors. According to Mr. Gunalp, hedge funds focused on activism have increased four-fold in recent years, and they have won proxy battles 80 percent of the time over the past three years, compared with 60 percent over the past 10 years. “Activists can cause trouble even with just a 2–3 percent ownership,” he notes.
With hedge funds growing and capital flowing, Mr. Gunalp believes the consolidation trend will continue and advises members to be proactive in their defenses and prepared with appropriate reactions. He proposes three key steps:
- Keep your business plan updated and discuss it with your board.
- Get advice from outside the firm, such as consultants and bankers.
- Make sure the activist isn’t ahead of you with their plan.
Outlook
Members jokingly asked Mr. Gunalp which companies represented in the room he thought would be next to pair up. While the question was asked in jest, the reality is the market is ripe for further consolidation and the likelihood of more member companies merging is strong. Private companies are not as exposed but get a lot of pressure from their owners and boards to perform. They are at a disadvantage without access to the equity markets but do benefit from not being enslaved to quarterly performance in the way that public companies are and can focus on the longer term. Nevertheless, if trouble strikes, the need to sell, or a compelling offer to buy, could alter the company’s direction. (See “Acquisition Case Study.”)
P3 Projects: US vs. Canada
P3 (public-private partnerships) projects are good business (see “North American Project Finance Overview and Update”), but in the North American market, Canada significantly leads the US. Canada has implemented a standard project agreement across all provinces, making it easier to do business throughout the country and making the country’s P3 market the largest and best developed in the world, according to one practitioner with 20 years of P3 experience.
Another significant distinction between Canada and the US is that in Canada, once an RFQ is released you know the project will close. This is not the case in the US where a project can get cancelled after the RFQ but not before millions of dollars are spent by the contractors in preparing bids.
North American Project Finance Overview and Update
A panel of four experts representing the bank, an E&C firm, a surety firm and consultant to local and state governments found a shared emphasis on P3 projects in North America during their discussion on project finance. Among their views and trends they identified: opportunities for interesting, complex and hopefully, profitable projects are growing; P3 projects are on the rise in North America; and all of the relevant stakeholders are as strong as ever.
Key Takeaways
1) The difference between north and south is like night and day. In general, panelists noted that Canada, with only a few active provinces, has a very well-developed market for supporting P3 projects, while the US, with 50 states, is a very undeveloped, inconsistent, and overall a more challenging market for P3 projects. (See sidebar, “P3 Projects: US vs. Canada.”)
2) Debt capital is flowing. According to Tim Chin, Managing Director and Head of North America–Power, Infrastructure and Project Finance for BNPP, “There seems to be an infinite amount of debt capital available for project finance.” He noted that 2014 was a phenomenal year. He also noted that the primary bank players include European, Canadian and Japanese banks along with US regional banks, with European and Japanese banking making up 95 percent of loan commitments. However, missing from the credit picture are the large US banks, But Mr. Chin notes they are active in advising and arranging.
According to another of the panelists, the strong interest from banks in these types of deals means you can be aggressive in pushing banks to be very competitive in their pricing of both bank debt and bond underwriting to get the best funding mix. P3 projects are often fixed price, so you need the lowest costs wherever you can get it.
3) P3 projects require robust risk allocation. One of the panelists, an attorney by training and who was formerly with the legal department of Infrastructure Ontario where he did considerable work on P3 contracts, noted that US law requires P3 projects to be surety bonded. He pointed out that “strong relationships between contractors and surety providers have developed innovative solutions, more so than with banks that offer letters of credit alternatives.” The type and duration of bonds in a P3 project may even influence the award in the bidding process and project ratings by rating agencies.
Outlook
Eighty percent of members view P3 projects as “good business worth pursuing,” but 40 percent only occasionally participate in them, while another 40 percent participate frequently. One panelist stated that infrastructure funding in the US in general is declining while the needs are increasing. But there are bright spots with Texas, Florida and Virginia being leaders in infrastructure building. If infrastructure is neglected long enough, at some point, the needs become so acute that projects will begin to boom. Until then, staying active in the leader states and Canada may offer the best opportunities.
CONCLUSION
This ECTPG meeting focused on topics of greater strategic significance that will continue to play into company planning over the next 12 to 18 months. The USD is expected to remain strong against other currencies. Credit is expected to remain abundant. Oil is expected to remain relatively low. And industry consolidation through M&A is expected to continue. These expectations bear both positive and negative outcomes for E&C companies, depending on which side of the equation you are on.